Argo Graphene Solutions Corp. Announces Closing of License and Technology Transfer Agreement with Grapherry, Inc. and Management Update

Executive Summary

• Argo Graphene Solutions Corp. closed a license agreement with Grapherry, Inc. granting exclusive worldwide rights to its proprietary STREAM graphene production platform and related intellectual property for an initial 10-year term.
• The transaction consideration consists of up to 11,000,000 common shares and 5,500,000 share purchase warrants, with full IP ownership transferring to Argo upon the issuance of all consideration securities.
• The closing triggered significant management changes, including the resignation of CEO Scott Smale, the appointment of Grapherry CEO Vikas Berry to the board, and the elevation of Director Sean McAlpine to Interim CEO.

Key Details

• License Terms: Exclusive worldwide license to use, develop, manufacture, and commercialize Grapherry's STREAM graphene production platform and related IP for an initial 10-year term. Full ownership of the Technology transfers to Argo upon issuance of all consideration shares and warrants.
• Total Consideration: Up to 11,000,000 common shares and 5,500,000 share purchase warrants.
• Upfront Issuance: 2,500,000 common shares and all 5,500,000 warrants issued on closing, subject to milestone-based vesting.
• Milestone Vesting (Common Shares):
• 2,500,000 shares upon completion of a CAD $1,000,000 equity financing by Argo.
• 3,000,000 shares upon commissioning of a graphene production facility meeting minimum production capacity specifications (verified by an independent third party).
• 3,000,000 shares upon Argo achieving CAD $1,000,000 in gross revenue from commercialization of the Technology.
• Warrant Terms: Each warrant is exercisable to acquire one common share at CAD $0.75 per share for a period of five years from issuance. Vesting schedule: 2,500,000 on closing, 1,500,000 upon equity financing milestone, and 1,500,000 upon facility commissioning milestone.
• Regulatory & Ownership Caps: Argo will seek shareholder approval if share issuance creates a control person. Grapherry is capped at 19.99% of issued and outstanding common shares on an undiluted basis unless prior shareholder approval is obtained.
• Consultant Compensation: 400,000 common shares issued to a third-party consultant for advisory services related to the Agreement.
• Hold Period: All shares and warrants issued under the Agreement are subject to a statutory four-month hold period expiring on October 25, 2026.
• Early Warning Disclosure: Grapherry acquired 2,500,000 shares and 5,500,000 warrants, representing approximately 9.09% of issued shares on an undiluted basis, and approximately 24.24% on a fully diluted basis (assuming exercise of all warrants).
• Management Changes: Scott Smale resigned as Director and CEO. Vikas Berry (CEO of Grapherry) appointed to the Board of Directors. Sean McAlpine (current Director) appointed Interim CEO. The Board is actively searching for a permanent CEO.