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TORONTO, Nov. 15, 2024 /CNW/ - Argo Corporation ("Argo") (TSXV: ARGH) (OTCQX: ARGHF), announced today that it has entered into debt settlement agreements with various creditors to settle an aggregate amount of $47 3,737.24 in outstanding debt relating to interest-free cash advances, contractor fees, and certain other outstanding obligations, through the issuance of an aggregate of 5,263,745 common shares of Argo (the "Common Shares") at a deemed price of $0.09 per Common Share (the "Shares for Debt Transaction"). The Board of Directors of Argo has determined that the Shares for Debt Transaction is in the best interests of Argo.
Closing of the Shares for Debt Transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange ("TSXV"). The Common Shares to be issued pursuant to the Shares for Debt Transaction will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSXV policies.
MI 61-101 Disclosure
The participation of certain insiders, being "related parties" of Argo means that the Shares for Debt Transaction is considered to be a "related party transaction" of Argo for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Argo may, however, complete the Shares for Debt Transaction in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the Shares for Debt Transaction is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as Argo is not listed on a specified market within the meaning of MI 61-101. Additionally, the Shares for Debt Transaction is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Shares for Debt Transaction insofar as it involves (or is expected to involve) "interested parties", exceeds 25% of Argo's market capitalization.
About Argo
Argo delivers the first-ever vertically and publicly integrated city transit system, designed to augment public transportation and create a network of intelligently routed vehicles that work together to serve and scale to the needs of entire cities, putting people in control of their mobility. You can learn more at www.rideargo.com.