Vancouver, British Columbia–(Newsfile Corp. – October 28, 2024) – Argo Living Soils Corp. CSE: ARGO (OTC Pink: ARLSF) (“Argo” or the “Company“) is pleased to announce that, further to its news releases dated March 5, 2024, April 2, 2024, April 9, 2024, April 19, 2024 and June 3, 2024, the Company has signed a binding research and development phase definitive agreement (the “Definitive Agreement“) with Malaysian-based company, Connective Global SDN BHD (“Connective Global“), to establish a strategic partnership between the two entities. The Definitive Agreement replaces the Company’s previously announced non-binding memorandum of understanding with Connective Global.

Argo’s Definitive Agreement with Connective Global strategically positions the Company in Southeast Asia, creating a formidable opportunity for growth and expansion. In line with this initiative, the Company is pleased to announce two key appointments that bring significant experience and expertise specific to the biochar market and the region.

Appointees

Mr. Lee Kok Onn (Daniel) has joined Argo’s Board of Directors. With an MBA from University Kebangsaan Malaysia, Mr. Lee has served as a technical and market development advisor for multinational corporations such as Johnson & Johnson, Novartis, and Boehringer Ingelheim. He is currently the Marketing Director at Ameoba Venture and the International Business Manager for Hovid Berhad, adding valuable insights for these organizations into the Southeast Asian market.

Argo also welcomes Prof. Madya Dr. Mohamad Amran Bin Mohd Salleh, PhD (Chem Eng), as a Special Advisor to the company. Dr. Amran Salleh is the President of the Biochar Malaysia Association and earned his PhD from the University of Birmingham (UK) in 2003. He is the former Deputy Director of the Foundation Center for Agriculture at UPM and previously led the Department of Chemical and Environmental Engineering at UPM. His expertise will significantly enhance the Company’s strategic initiatives in the region.

Together, these appointments augment Argo’s capabilities, further positioning the Company for success in Southeast Asia.

The collaboration between Argo and Connective Global has uncovered significant potential for biochar-based products in key markets such as Southeast Asia and the Middle East. Biochar’s capacity to rejuvenate and enrich heavily cultivated agricultural soils could substantially enhance food production in these areas.

Definitive Agreement

As a condition of the Definitive Agreement, Connective Global has secured the research facilities of University Putra Malaysia for Argo and Connective Global to conduct their joint research. The parties agreed that the research and development phase is anticipated to last until September, 2025.

Under the Definitive Agreement, Argo has agreed to fund a C$100,000 budget for research and development and issue up to 500,000 common shares to Connective Global. As of the date of this news release, Argo has paid a total of C$45,000 and issued 125,000 common shares (on a post-consolidation basis). The remaining payments and share issuances are scheduled to occur in four installments over the next year, with the final payment due on August 15, 2025. These installments include both cash payments and share issuances, totaling the remainder of the agreed-upon amount. All securities issued will be subject to a statutory four-month hold from the date of issuance in accordance with applicable securities laws.

Additionally, Connective Global has granted Argo an irrevocable and exclusive right and option to, at any time while the Definitive Agreement remains in effect, purchase and acquire all of the property, assets and/or shares of Connective Global in consideration for Argo issuing 2,000,000 common shares. The ultimate transaction structure of such acquisition, if such an option is exercised by Argo, will be determined by Argo based on tax, securities law, corporate law, and other considerations.

If the 12-month research and development phase is successful, Argo and Connective Global agreed to make reasonable commercial efforts to negotiate and enter into a commercial production agreement. However, there is no guarantee that a definitive commercial production agreement will proceed as outlined above or be completed at all.

Pursuant to the Definitive Agreement, Argo and Connective Global have agreed to jointly pursue the research and development of biochar for agricultural and industrial applications in Malaysia and across certain regions in Asia.

About Connective Global SDN BHD

Connective Global is a Malaysian-based company specializing in the manufacture and distribution of organic fertilizers, agricultural products and food items in Southeast Asia, with a focus on environmentally sustainable products and services.

About University Putra Malaysia

University Putra Malaysia (UPM), established initially as the School of Agriculture in 1931, has its origins in agricultural education and research. It maintains a strong focus on agricultural sciences, including agronomy, horticulture, animal sciences, food science and technology, forestry, and agricultural biotechnology. Ranked No. 36 globally for agricultural sciences by United States News & World Report, UPM is renowned for its robust programs and research initiatives in these fields.

About Argo Living Soils Corp.

The Company specializes in producing and developing organic products, including soil amendments, living soils, biofertilizers, vermicompost and compost extracts formulated specifically for high-value crops. The Company’s vision and overall business plan are to create an established brand of organic and/or environmentally friendly products. The Company was founded in 2018.

We Seek Safe Harbor.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, the completion of the research and development of biochar products pursuant to the Definitive Agreement; the Company and Connective Global researching and developing biochar for agricultural and industrial applications in Malaysia and across certain regions in Asia; the Company funding a CAD$100,000 research and development budget and issuance of up to 500,000 common shares to Connective Global pursuant to the terms of the Definitive Agreement; the terms and timing of Argo’s additional payments and share issuances to Connective Global; Argo and Connective Global negotiating and entering into a commercial production agreement on completion of the 12-month research and development term; Argo pursuing the acquisition of Connective Global and issuing 2,000,000 common shares as consideration; and 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.

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