Vancouver, British Columbia--(Newsfile Corp. - April 17, 2025) - Argo Living Soils Corp. (CSE: ARGO) (OTCQB: ARLSF) ("Argo" or the "Company") announces that, further to its news release dated March 28, 2025, it has issued New Orleans Private Wealth Management LLC ("NOWM") non-transferable compensation options ("Compensation Options") exercisable into up to 1,500,000 units of the Company ("Units") at a price of $0.54 per Unit for two years from the date of issuance, with each Unit consisting of one common share and one common share purchase warrant ("Warrant") of the Company. Each Warrant entitles NOWM to purchase an additional common share of the Company at a price of $1.00 per share for a period of two years from the date of issuance of the Warrants.
The Compensation Options were issued pursuant to a previously disclosed arm's length consulting agreement dated March 24, 2025. The Compensation Options and underlying securities are subject to a four-month statutory hold period in accordance with Canadian securities laws. In addition, NOWM may exercise the Compensation Options to purchase up to 375,000 Units every three months beginning on July 17, 2025. The common shares and Warrants underlying the Units, as well as common shares underlying the Warrants, will all be subject to a voluntary hold period of four months from the date of issuance of such underlying Units.
Early Warning Disclosure
Immediately prior to the issuance of the Compensation Options, NOWM did not own, or have control or direction over, directly or indirectly, any securities of the Company. Following the issuance, NOWM owns or has control or direction over, directly or indirectly, 1,500,000 Compensation Options of the Company and no other securities of the Company, representing 0% of the Company's common shares on an undiluted basis and approximately 14.08% of the Company's common shares on a partially diluted basis, assuming that NOWM exercised all of its Compensation Options and the underlying Warrants, and no other securities of the Company were issued, and subject to the timed exercise restrictions set out above.
NOWM acquired the securities for investment purposes. NOWM may, depending on market and other conditions, increase or decrease its ownership of the Company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
NOWM's address is 709 Williams Blvd., Kenner, Louisiana, 70062, United States, and the transaction took place privately and not through any market. NOWM did not pay any cash consideration for the Compensation Options. NOWM may, subject to the exercise restrictions set out above, exercise all of the Compensation Options into Units, at an exercise price of $0.54 per Unit, which exercise price NOWM may pay by cash or by setting it off against invoices for services duly rendered to the Company under its consulting agreement.
The disclosure respecting the NOWM's security holdings of the Company contained in this press release is made pursuant to National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues and a report respecting the above disposition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available for viewing on the Company's profile at www.sedarplus.ca.
About Argo Living Soils Corp.
Argo Living Soils is dedicated to pioneering sustainable solutions in agriculture and construction. Established in 2018, the company has entered multiple global research and development agreements to advance the creation of biochar, graphene, soil amendments, living soils, biofertilizers, vermicompost, and compound extracts, all customized for high-value crops. With a vision to build a reputable brand of environmentally friendly products, Argo is now expanding its focus to incorporate green concrete and graphene technologies into its soil and concrete innovations.
We Seek Safe Harbor.
For further information please contact:
Robert Intile
CEO
Argo Living Soils Corp.
Email: Robert.intile@argolivingsoils.com
Phone: 604-763-4017
The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Company's securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, Argo creating an established brand of organic and/or environmentally friendly products. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", "will have", "intend" "plans", "aims", "potential" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249000
SOURCE: Argo Living Soils Corp.
