Argo Corporation announces completion of distribution of Preferred Shares, Series A under its special stock dividend and conversion by the holders of its secured convertible debentures

Argo Corporation announces completion of distribution of Preferred Shares, Series A under its special stock dividend and conversion by the holders of its secured convertible debentures

TORONTO, Aug. 20, 2025 /CNW/ - Argo Corporation ("Argo" or the "Company") (TSXV: ARGH), (OTCQX: ARGHF), a leader in next-generation transit solutions, is pleased to announce the completion of the distribution of Preferred Shares, Series A of Argo (the "Series A Preferred Shares") under its previously announced special stock dividend (the "Stock Dividend") and the conversion by the holders thereof, of all of its outstanding 12.0% secured convertible debentures previously issued via private placement (the "Debentures") into units of the Company ("Units").

Special Stock Dividend

Argo has completed the distribution of its Series A Preferred Shares under its previously announced Stock Dividend today (the "Distribution Date"). Pursuant to the Stock Dividend, all of the Company's holders of common shares (the "Common Shares") were entitled to receive one Series A Preferred Share for each Common Share held. The Common Shares started trading on a "due-bill" basis at the opening of trading on August 13, 2025 (the "Record Date") and will commence trading on an "ex-distribution" basis (i.e., without the entitlement to receive the Stock Dividend) at the opening of markets on August 21, 2025, the first trading day following the Distribution Date. A due bill attached to each Common Share between the opening of markets on the Record Date and the close of markets on the Distribution Date (the "Due Bill Period"). During the Due Bill Period, any seller of Common Shares was deemed to sell and assign the right to the Stock Dividend to the purchaser of such Common Shares. Accounts for registered shareholders and beneficial shareholders (i.e., those who hold Common Shares through an intermediary) have been, or will be, credited with the Series A Preferred Shares on or about the Distribution Date. The complete rights, privileges, restrictions and conditions attaching to the Series A Preferred Shares are set out in the articles of amendment of the Company, which are available under the Company's SEDAR+ profile on www.sedarplus.ca.

Conversion of the Debentures  and Early Warning Reporting Disclosure

As previously announced by Argo on February 8, 2024, the Company issued the Debentures in an aggregate principal amount of $3,536,400 through a private placement. Each Debenture was convertible into Units at a conversion price of $0.06 per Unit, at the sole option of the holder, any time following the completion of a transaction satisfactory to the holder of such Debenture resulting in the distribution of the shares of FoodsUp Inc. owned by the Corporation, or the value related thereto, to its shareholders. Each Unit consists of one Common Share and one common share purchase warrant (each, a "Warrant"). Each Warrant is exercisable into one Common Share at the exercise price of $0.06 per Warrant at any time prior to February 8, 2026, subject to certain adjustments and acceleration provisions. An aggregate of 58,939,998 Units (consisting of 58,939,998 Common Shares and 58,939,998 Warrants) were issued in connection with the conversion of the Debentures (the "Conversion"). Following the Conversion, there are 197,623,000 Common Shares issued and outstanding, with an additional 58,939,998 issuable upon exercise of the Warrants. In connection with the Conversion, certain holders of Debentures will file early warning reports in respect of their ownership of Common Shares and securities convertible or exercisable into Common Shares. The head office of Argo is located at 101-545 King Street West, Toronto, Ontario, Canada, M5V 1M1. Copies of the early warning reports will be available on SEDAR+. As part of the Conversion, Praveen Arichandran converted his Debenture in the principal amount of $1,091,017.00 held indirectly by Mr. Arichandran through Arichandran Investments Inc. ("Investco"). Investco's address is 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada, M5K 1E6. Mr. Arichandran indirectly acquired 18,183,616 Units at a conversion price of $0.06 per Unit. Immediately before the Conversion, Mr. Arichandran owned 3,448,493 Common Shares and 3,323,616 restricted share units of Argo ("RSUs"), with each RSU convertible into one Common Share in accordance with the amended and restated omnibus long-term incentive plan of Argo, representing approximately 4.77% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of Mr. Arichandran's RSUs). Immediately after the Conversion, Mr. Arichandran, directly or indirectly through Investco, owns 21,632,109 Common Shares, 3,323,616 RSUs and 18,183,616 Warrants, representing approximately 19.69% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion or exercise, as applicable, of all of Mr. Arichandran's RSUs and Warrants). The securities of Argo owned by Mr. Arichandran are held for investment purposes. Depending on various factors Mr. Arichandran may deem relevant, including, without limitation, market conditions, general economic and industry conditions, and the business and financial conditions of Argo, Mr. Arichandran may take such actions from time to time with respect to its investment in Argo as he deems appropriate. As part of the Conversion, Qamar Qureshi converted his Debenture in the principal amount of $1,091,017.00 held indirectly by Mr. Qureshi through ESG Holdings Inc. ("ESG"). ESG's address is 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada, M5K 1E6. Mr. Qureshi indirectly acquired 18,183,616 Units at a conversion price of $0.06 per Unit. Immediately before the Conversion, Mr. Qureshi owned 1,673,258 Common Shares and 3,323,616 RSUs, with each RSU convertible into one Common Share in accordance with the amended and restated omnibus long-term incentive plan of Argo, representing approximately 3.52% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of Mr. Qureshi's RSUs). Immediately after the Conversion, ESG transferred its 18,183,616 Warrants in a private transaction. Thereafter, Mr. Qureshi, directly or indirectly through ESG, owns 19,856,874 Common Shares and 3,323,616 RSUs, representing approximately 11.54% of the issued and outstanding Common Shares on a partially-diluted basis (assuming the conversion of all of Mr. Qureshi's RSUs). The securities of Argo owned by Mr. Qureshi are held for investment purposes. Depending on various factors Mr. Qureshi may deem relevant, including, without limitation, market conditions, general economic and industry conditions, and the business and financial conditions of Argo, Mr. Qureshi may take such actions from time to time with respect to its investment in Argo as he deems appropriate.

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.

Praveen Arichandran, CEO
Argo Corporation
(800) 575-7051

Forward-Looking Information

Certain information set out in this news release constitutes forward-looking information within the meaning of applicable securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "hope", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "scheduled", "believe" and similar expressions.

Although the forward-looking information contained in this news release is based upon what management of Argo believes are reasonable assumptions on the date of this news release, Argo cannot assure readers that actual results will be consistent with such forward-looking information. Forward-looking information involves substantial known and unknown risks, uncertainties and other factors which cause actual results to vary from those expressed or implied by such forward looking information, including without limitation those risks and uncertainties described in more detail in Argo's securities filings available at www.sedarplus.ca. Forward-looking information should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved.

The forward-looking information contained in this news release is provided as of the date hereof. Argo disclaims any intention or obligation to update or publicly revise any forward–looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All forward-looking information contained in this news release is expressly qualified in its entirety by the foregoing cautionary statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ARGO CORPORATION