Vancouver, British Columbia--(Newsfile Corp. - June 25, 2026) - Argo Graphene Solutions Corp. (CSE: ARGO) (OTCQB: ARLSF) (FSE: 94Y) ("Argo" or the "Company") is pleased to announce that, further to its news release dated May 26, 2026, the Company has closed its previously announced license agreement (the "Agreement") with Grapherry, Inc. ("Grapherry") in respect of Grapherry's proprietary STREAM graphene production platform and all related intellectual property (the "Technology").

Pursuant to the Agreement, Grapherry has granted Argo an exclusive worldwide license to use, develop, manufacture, and commercialize the Technology for an initial term of 10 years (the "License"). Upon the issuance of all consideration shares and warrants described below, full ownership of the Technology will automatically transfer outright to Argo.

As consideration for the License, Argo agreed to issue to Grapherry up to 11,000,000 common shares and 5,500,000 share purchase warrants. On closing, Argo issued to Grapherry 2,500,000 common shares and all 5,500,000 warrants upfront, subject to vesting in accordance with the performance-based milestones set out below. The balance of 8,500,000 common shares will be issued in stages upon the satisfaction of the following milestones:

• 2,500,000 common shares upon completion of a CAD $1,000,000 equity financing by Argo;
• 3,000,000 common shares upon the commissioning of a graphene production facility meeting minimum production capacity specifications, as confirmed by an independent third party testing and verification body; and
• 3,000,000 common shares upon Argo achieving CAD $1,000,000 in gross revenue from the commercialization of the Technology.

Each warrant is exercisable to acquire one common share of the Company at a price of CAD $0.75 per share for a period of five years from the date of issuance. All 5,500,000 warrants were issued on closing and will vest and become exercisable in tranches upon the satisfaction of the corresponding milestones, being 2,500,000 warrants on closing, 1,500,000 warrants upon completion of the equity financing milestone, and 1,500,000 warrants upon commissioning of the production facility milestone.

To the extent that the issuance of common shares to Grapherry under the Agreement would result in the creation of a control person, Argo will seek shareholder approval prior to any such issuance as required by the policies of the Canadian Securities Exchange. In addition, Grapherry may not exercise any warrants where the issuance of common shares upon such exercise would result in Grapherry holding more than 19.99% of the issued and outstanding common shares of the Company on an undiluted basis, unless prior shareholder approval has been obtained.

As previously disclosed, in connection with the Agreement, Argo agreed to issue 400,000 common shares to a third-party consultant. The shares have been issued as share-based compensation for consulting and advisory services provided to the Company in connection with the Agreement. The compensation was not calculated by reference to, and is not payable as a percentage of, the consideration payable to Grapherry under the Agreement. All shares and warrants issued under the Agreement, including the shares issued to the consultant, are subject to a statutory four-month hold period expiring on October 25, 2026.

About Grapherry, Inc.

Grapherry, Inc. is a U.S.-based advanced materials technology company focused on the development and commercialization of proprietary graphene production technologies and graphene-enhanced products for industrial applications. Grapherry's proprietary STREAM graphene platform is designed to produce high-quality graphene from carbon-based feedstocks utilizing scalable processing methods intended to support commercial manufacturing applications.

Grapherry is advancing graphene solutions for multiple sectors including construction materials, infrastructure, agriculture, energy storage, and specialty industrial applications. The company's development initiatives include graphene-enhanced cement additives, soil enhancement products, conductive materials, and advanced graphene formulations designed to improve performance, durability, and sustainability across a range of industrial markets.

Grapherry's research and development activities are supported by a multidisciplinary technical team with expertise in graphene science, process engineering, manufacturing scale-up, and advanced materials commercialization.

Early Warning Disclosure

In connection with the Agreement, Grapherry acquired 2,500,000 common shares and 5,500,000 warrants on closing, of which 2,500,000 warrants vested and became exercisable immediately and the balance vest upon the satisfaction of certain milestones under the Agreement. Immediately prior to the closing of the Agreement, Grapherry did not own, or have control or direction over, directly or indirectly, any securities of the Company. Immediately after the closing of the Agreement, Grapherry owned or had control or direction over, directly or indirectly, 2,500,000 common shares and 5,500,000 warrants, representing approximately 9.09% of the Company's issued and outstanding common shares on an undiluted basis. On a partially diluted basis, assuming the exercise of all 5,500,000 warrants held by Grapherry and that no other securities of the Company were issued, Grapherry would own or have control or direction over approximately 24.24% of the Company's issued and outstanding common shares. Grapherry acquired the securities as consideration for the License granted to the Company pursuant to the Agreement. Grapherry may acquire or sell additional securities of the Company either on the open market or through private acquisitions or dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

The disclosure respecting the securityholdings of Grapherry in 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 ("NI 62-103"), and Grapherry will file any early warning report respecting its acquisition with the applicable securities regulators in Canada with respect to the foregoing matters pursuant to NI 62-103, a copy of which will be available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Management Update

In connection with the closing of the Agreement, Argo announces that Vikas Berry, CEO of Grapherry, has been appointed to the board of directors of the Company.

Argo also announces the resignation of Scott Smale as a Director and CEO of the Company. The Company would like to thank Mr. Smale for his valuable contributions to the Company and wishes him success in his future endeavors.

Sean McAlpine, a current director of Argo, will assume the role of interim CEO. The board of directors of the Company is currently in the process of identifying a suitable candidate for Mr. Smale's successor. A further news release will follow once a new CEO has been appointed.

About Argo Graphene Solutions Corp.

Argo Graphene Solutions Corp. is a Canadian advanced materials company focused on the development and commercialization of graphene-enhanced technologies and products for applications in construction, infrastructure, agriculture, and industrial manufacturing. The Company is advancing graphene solutions designed to improve material performance characteristics including strength, durability, conductivity, and water resistance across a range of industrial and commercial applications.

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.

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to: statements regarding the achievement of the operational, financing and commercial milestones set out in the Agreement, including the completion of a financing, commissioning of a graphene production facility meeting minimum production capacity specifications, and achieving revenue targets; the issuance and vesting of shares and warrants pursuant to the Agreement and the timing thereof; the transfer of the Technology to the Company; any required shareholder approvals; the Company's anticipated development, manufacture and commercialization of the Technology and graphene-enhanced products; the exercise of the Company's acceleration rights under the Agreement; the Company's intention to identify and appoint a new CEO; and the Company's business plans and objectives relating to graphene production and related industrial applications. Forward-looking information is based on assumptions considered reasonable by management as of the date of this news release. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including failure to achieve the milestones set out in the Agreement, risks relating to the development, scale-up and commercialization of new technologies, operational and manufacturing risks, financing risks, market acceptance risks, and general economic, market and business conditions. Readers are cautioned not to place undue reliance on forward-looking information. Forward-looking information speaks only as of the date hereof, and the Company undertakes no obligation to update or revise such information 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/302811

Source: Argo Graphene Solutions Corp.