Mr. Robert Intile reports

ARGO GRAPHENE SOLUTIONS CORP. ANNOUNCES CLOSING OF LICENSE AND TECHNOLOGY TRANSFER AGREEMENT WITH GRAPHERRY, INC. AND MANAGEMENT UPDATE

Further to its news release dated May 26, 2026, Argo Graphene Solutions Corp. has closed its previously announced licence agreement with Grapherry Inc. in respect of Grapherry's proprietary Stream graphene production platform and all related intellectual property.

Pursuant to the agreement, Grapherry has granted Argo an exclusive worldwide licence to use, develop, manufacture and commercialize the technology for an initial term of 10 years. 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 licence, Argo agreed to issue to Grapherry up to 11 million common shares and 5.5 million share purchase warrants. On closing, Argo issued to Grapherry 2.5 million common shares and all 5.5 million warrants upfront, subject to vesting in accordance with the performance-based milestones set out below. The balance of 8.5 million common shares will be issued in stages upon the satisfaction of the following milestones:

• 2.5 million common shares upon completion of a $1-million equity financing by Argo;
• Three million 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;
• Three million common shares upon Argo achieving $1-million 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 75 cents per share for a period of five years from the date of issuance. All 5.5 million warrants were issued on closing and will vest and become exercisable in tranches upon the satisfaction of the corresponding milestones, being 2.5 million warrants on closing, 1.5 million warrants upon completion of the equity financing milestone and 1.5 million 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 per cent 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 Oct. 25, 2026.

About Grapherry Inc.

Grapherry 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 2.5 million common shares and 5.5 million warrants on closing, of which 2.5 million 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, 2.5 million common shares and 5.5 million warrants, representing approximately 9.09 per cent of the company's issued and outstanding common shares on an undiluted basis. On a partially diluted basis, assuming the exercise of all 5.5 million 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 per cent of the company's issued and outstanding common shares. Grapherry acquired the securities as consideration for the licence 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, 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+.

Management update

In connection with the closing of the agreement, Argo announces that Vikas Berry, chief executive officer 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 chief executive officer 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 endeavours.

Sean McAlpine, a current director of Argo, will assume the role of interim chief executive officer. 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 chief executive officer has been appointed.

About Argo Graphene Solutions Corp.

Argo Graphene Solutions 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.

Argo's strategic focus includes graphene-enhanced concrete and cement technologies, infrastructure materials, agricultural applications, and next-generation industrial products. Through continuing research, development, strategic partnerships and technology acquisitions, Argo is positioning itself to participate in the rapidly expanding global graphene market and broader advanced materials sector.

We seek Safe Harbor.