- Argo Living Soils Corp. has finalized its transaction with Canadian AgriChar, obtaining an exclusive license to market and sell CHAR+ biochar products.
- Argo will sell these products on its website and earn a percentage from each sale.
- Argo issued 500,000 common shares to Canadian AgriChar as part of the Agreement, with an additional 500,000 shares set for distribution within six months.
- The transaction is classified as a “related party transaction” due to the shared affiliation of Ken Bowman between both companies.
Argo Living Soils Corp. (CSE: ARGO) (OTC Pink: ARLSF) is pleased to announce that it has closed its previously announced transaction with Canadian AgriChar Inc., whereby Canadian AgriChar granted Argo an exclusive right and license to market and sell its CHAR+ biochar products.
Under the Transaction, Argo will sell CHAR+ BioChar products on its website and receive a percentage of the revenues of all CHAR+ sold. In the interim period before sales are live on Argo’s website, Argo will act as an exclusive sales agent for Canadian AgriChar. Argo will receive a percentage of revenues of CHAR+ sold.
As consideration for the license, the Company issued Canadian AgriChar 500,000 common shares of the Company upon the Agreement becoming effective yesterday and has agreed to issue a further 500,000 common shares on or before the six-month anniversary of the Effective Date. The shares have a deemed price of $0.15 per share. Additionally, the Company issued 1,300,000 stock options to principals of Canadian AgriChar, exercisable for $0.15 per share for five years, subject to vesting in four equal installments over eighteen months, being 25% on the date of grant, 25% six months from the date of grant, 25% 12 months from the date of grant, and 25% 18 months from the date of grant. The shares and options are subject to a four-month statutory hold period from the date of issuance.
The transaction constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“), as Ken Bowman is both a director and officer of Argo and a control person of Canadian AgriChar. The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the consideration to Canadian AgriChar does not exceed 25% of the Company’s market capitalization, as determined by MI 61-101. The Company did not file a material change report regarding the related party transaction at least 21 days before the transaction’s closing, as the details of the Agreement were not settled until shortly before the transaction’s closing.
About Canadian AgriChar
Canadian AgriChar is the largest manufacturer and distributor of the trademarked CHAR+ BioChar, which it has been distributing Coast to Coast in Canada for over 14 years. Canadian AgriChar has a complete line of soil amendments, organic fertilizers, and odor control products with its Maple Ridge, British Columbia distribution center.
About Argo Living Soils Corp.
The Company specializes in producing and developing organic products, including soil amendments, living soils, bio‐fertilizers, vermicompost, and compost tea kits formulated specifically for high-value crops. The Company’s vision and overall business plan is to create an established organic and environmentally friendly product brand. The Company was founded in 2018, and its production facilities are located on Galiano Island, British Columbia.