REG - Argo Blockchain PLC - Court agrees to sanction Restructuring Plan

Argo BlockchainAnnouncement

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RNS Number : 0896L  Argo Blockchain PLC  10 December 2025

Press Release

 

10 December 2025

 

 

Argo Blockchain plc

 

("Argo" or "the Company")

 

Court agrees to sanction Restructuring Plan

 

 

Argo (LSE: ARB; NASDAQ: ARBK) is pleased to announce that today the High Court
of Justice, Business and Property Courts of England and Wales (the "Court")
agreed to sanction the Company's restructuring plan under Part 26A of the
Companies Act 2006 (the "Restructuring Plan").

 

Accordingly:

 

·      the last day of trading of the Company's shares on the Main
Market of the London Stock Exchange will now be 11 December 2025 and delisting
will be effective from 7 a.m. on 12 December 2025 (the "Delisting");

·      the Company has established a matched bargain share dealing
facility with JP Jenkins, which will be operational from 12 December 2025;

·      on or before 12 December 2025, the Company will issue and allot
2,885,767,520 new ordinary shares of £0.0001 each ("Shares") to a nominee of
JPMorgan Chase Bank, N.A. (the "Depositary"), against which the Depositary
will issue American Depositary Receipts ("ADRs") evidencing American
Depositary Shares ("ADSs") for allocation among the Company's bondholders upon
the redemption and mandatory exchange of the Company's 8.75% senior notes due
2026 in accordance with the Restructuring Plan;

·      on or before 12 December 2025, the Company will issue and allot
25,250,465,800 new Shares to the Depositary's nominee, against which the
Depositary will issue restricted ADRs evidencing ADSs to Growler Mining
Tuscaloosa, LLC ("Growler"), in consideration of Growler's contributions as
set out in the Restructuring Plan (being the conversion of its loan facility,
the transfer of Growler USCo, Inc, to Argo and the provision of exit capital)
and the release of Growler's security over the Company and its subsidiaries;

·      on 12 December 2025, the ratio of Shares to ADSs will change from
10:1 to 2,160:1, so that one ADS will represent 2,160 Shares.  Further
information regarding the ratio change and fractional entitlements is
contained in the Company's announcement dated 21 November 2025;

·      the UK Takeover Code will continue to apply to the Company for a
period of two years after the Delisting, following which the UK Takeover Code
will cease to apply to the Company.  Further details are contained in
paragraph 11 of Part II and in Part III of the Company's circular to
shareholders dated 6 November 2025; and

·      Ralfe Hickman, a representative of Growler, has been appointed as
a director of the Company with effect from 12 December 2025.

 

Justin Nolan, chief executive officer of Argo said "The sanctioning of the
Restructuring Plan results in a recapitalised balance sheet positioned for
growth. The board is grateful to Growler, and in particular, Stan Pate and his
team, for supporting the Company over the last few months. While the board is
saddened to leave the London market, the Company emerges with a recapitalised
balance sheet, new power infrastructure and mining equipment from Growler as
well as its Nasdaq listing."

 

Stan Pate, the manager of Growler, said "I'm pleased to announce the
sanctioning of the Restructuring Plan which allows us to provide additional
resources to support robust mining operations and create a leading energy
infrastructure operator with a strong financial position."

 

 

Enquiries

 

 ARGO

 Email:  ir@argoblockchain.com

 

 

General

 

The Restructuring Plan has been structured to enable the Company to rely on
the exemption from registration provided by Section 3(a)(10) of the U.S.
Securities Act of 1933, as amended, and certain other available exemptions
under the U.S. Securities Act of 1933 and applicable state securities laws, in
each case with respect to securities expected to be issued under the plan.

 

About Argo

 

Argo Blockchain plc is a blockchain technology company focused on large-scale
cryptocurrency mining. With a mining facility in Quebec and offices in the US,
Canada, and the UK, Argo's global, sustainable operations are predominantly
powered by renewable energy. In 2021, Argo became the first climate positive
cryptocurrency mining company, and a signatory to the Crypto Climate Accord.
For more information, visit www.argoblockchain.com.

 

 

Forward looking statements

 

This announcement contains "forward-looking statements," which can be
identified by words like "may," "will," "likely," "should," "expect,"
"anticipate," "future," "plan," "believe," "intend," "goal," "seek,"
"estimate," "project," "continue" and similar expressions. Forward-looking
statements are neither historical facts nor assurances of future performance.
Instead, they are based only on the Company's current beliefs, expectations
and assumptions regarding the future of its business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside of the Company's
control. The information in this announcement about the expected effects of
the Restructuring Plan are forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important factors that
could cause the Company's actual results and financial condition to differ
materially from those indicated in the forward-looking statements include
market conditions; the ability to retain the Company's listing on Nasdaq;
operational, financial, regulatory, tax and legal risks; assumptions
underlying revenue, EBITDA and valuation estimates; and the principal risks
and uncertainties described in the risk factors set forth in the Company's
Annual Report and Financial Statements and Form 20-F for the year ended 31
December 2024.

 

 

 

 

 

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