REG - Argo Blockchain PLC - Entry into Amended RSA and Loan Agreement

Argo BlockchainAnnouncement

10/09/2025 07:00

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RNS Number : 7260Y  Argo Blockchain PLC  10 September 2025

Press Release

10 September 2025

Argo Blockchain plc

("Argo" or "the Company")

Entry into Amended RSA and Loan Agreement with Growler

Argo Blockchain plc (LSE: ARB; NASDAQ: ARBK) announces that, on 9 September
2025, it entered into a First Amended and Restated Restructuring Plan Support
Agreement (the "Amended RSA") with Growler Mining, LLC n/k/a Growler Mining
Tuscaloosa, LLC  ("Growler") and executed a Loan (as defined below) and
related pledge and security documents (the "Security Agreements") with
Growler.

Justin Nolan, Chief Executive Officer, said: "When we announced our proposed
Recapitalization Plan on 30 June 2025, I emphasized that the transaction was
the culmination of a months-long process designed to preserve Argo's
operations and maximize value for our stakeholders. The entry into the Amended
RSA and the Loan and Security Agreement with Growler builds directly on that
foundation. These agreements provide the funding and creditor support needed
to carry the Recapitalization Plan through the court process, and they
represent another critical step toward delivering a significantly deleveraged
balance sheet and a long-term strategic partnership with Growler."

The Amended RSA amends and restates the original restructuring plan support
agreement dated 29 June 2025 between Argo and Growler, which provides for
implementation of a recapitalization of Argo's financial indebtedness to be
sanctioned by the High Court of England and Wales  ("Court") under Part
26A of the UK Companies Act 2006 ("Recapitalization Plan"). The Company is
currently undertaking additional due diligence to determine the percentage
holdings of shares to be offered to the Company's stakeholders that will be
subject to the Recapitalization Plan (as at the implementation date of the
Recapitalization Plan assuming it is sanctioned by the Court).  Although
diligence and negotiations regarding valuation remain ongoing, it is currently
anticipated that Growler's equity interest in the Company will exceed 80%,
with the exact proportion of the shareholding issued to other stakeholders to
be determined by, amongst other matters, reference to the value of the Loan,
the assets contributed by Growler, the exit capital provided by Growler, and
the aggregate valuation of the Company as determined in accordance with the
terms of the Recapitalization Plan. It is envisaged that bondholders would
receive equity in the recapitalized Argo in exchange for their debt (albeit in
a potentially lower amount than contemplated under the Original RSA), and that
current equity holders would retain their existing interests (albeit subject
to substantial dilution by issuances to the bondholders and Growler), all as
may be sanctioned by the Court in its discretion, as per Argo's previous
announcements. It is still contemplated that the first Court hearing for the
Recapitalization Plan would occur in late October 2025 and that, if
subsequently sanctioned by the Court, that the effective date of the
Recapitalization Plan would be in early- to mid-December, 2025.

Loan and Security Agreements

Concurrently, Argo has entered into a secured multi-draw term loan facility of
up to US$7.5 million with Growler ("Loan") to provide liquidity through the
Recapitalization Plan process and has also entered into the Security
Agreements. Upon signing the term loan facility, Argo has made an initial draw
of approximately US $3.26 million, with subsequent draws to be conditioned on
customary closing conditions, including that the Amended RSA remain in full
force and effect without having been terminated by either party. Key terms of
the Loan and Security Agreements are otherwise consistent with those announced
on 30 June 2025.

Next Steps

The Company intends to initiate the Recapitalization Plan process as soon as
possible with a view to seeking Court sanction by early- to mid-December 2025.
If the Recapitalization Plan is not consummated, the Company and its
subsidiaries may be required to pursue insolvency proceedings in the UK, U.S.,
and Canada, as applicable.

The Court will be asked to sanction the Recapitalization Plan. If the
Recapitalization Plan has not been approved by all meetings of creditors and
equity holders, convened in accordance with the orders of the Court to
consider the Recapitalization Plan, the Court may, in its discretion, still
sanction the Recapitalization Plan if satisfied that, amongst other matters
(a) the Recapitalization  Plan has been approved by at least one "in the
money" class of creditors or members; and (b) any dissenting class is no worse
off under the Recapitalization Plan than it would be in the relevant
alternative to the Recapitalization Plan ("Relevant Alternative").

UK Takeover Code Disclosure

The implementation of the Recapitalization Plan is expected to result in
Growler acquiring interests in shares carrying at least 80% of the Company's
voting rights.  Under the UK Takeover Code, Growler's acquisition of at least
30% of the Company's voting rights would trigger an obligation on Growler to
make a mandatory offer to the remaining shareholders in the Company.  The
Recapitalization  Plan is, therefore, conditional upon the Takeover Panel
("Panel") agreeing to a waiver of the obligation under Rule 9 of the UK
Takeover Code to make a mandatory offer, subject to independent shareholders
approving that waiver. If shareholders do not approve the Recapitalization
Plan and a Rule 9 waiver, the Company intends to seek the sanction of the
Recapitalization Plan by the Court on the basis that shareholders would be no
worse off under the Recapitalization Plan than the Relevant Alternative (see
above).   In these circumstances, the Company also intends to apply to the
Panel to request that the Panel permit a dispensation under section 2(c) of
the Introduction of the UK Takeover Code from the obligation that would
otherwise arise on Growler to make a mandatory offer under Rule 9 in order to
facilitate the rescue of the Company which is in serious financial difficulty.

This announcement contains inside information.

For further information please contact:

 Argo Blockchain
 Investor Relations                  ir@argoblockchain.com (mailto:ir@argoblockchain.com)
 Tennyson Securities
 Corporate Broker                    +44 207 186 9030

 Peter Krens
 Fortified Securities
 Joint Broker                        +44 7493 989014

 Guy Wheatley, CFA                   guy.wheatley@fortifiedsecurities.com
 Tancredi Intelligent Communication   argoblock@tancredigroup.com

 UK & Europe Media Relations

 About Argo:

Argo Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK) 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
(http://www.argoblockchain.com/) www.argoblockchain.com
(http://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 future plans and
objectives of the Company 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 and other conditions, the principal risks and uncertainties
listed in the risk factors set forth in our Annual Report and Financial
Statements and Form 20-F for the year ended 31 December 2024.

 

 

 

 

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