RCS - Argo Blockchain PLC - $5M Subscription Facility & Share Issuance
30/03/2026 08:15
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RNS Number : 5383Y Argo Blockchain PLC 30 March 2026
Press Release
March 30, 2026
Argo Blockchain plc
"Argo" or "the Company"
Argo Raises $2.5 Million Under New Subscription Facility
Argo Blockchain plc (NASDAQ: ARBK) is pleased to announce that, on
March 26, 2026, it entered into a subscription facility agreement (the
"Agreement") with its controlling shareholder, Growler Mining Tuscaloosa, LLC
("Growler"), providing the Company with access to a subscription facility of
up to $5,000,000 (the "Facility"). The Company has received $2,500,000 in
initial proceeds pursuant to the Agreement.
Background and Rationale
The Facility provides the Company with access to capital to support its
operations and working capital requirements. The proceeds will also support
the Company's evaluation of opportunities in high-performance computing (HPC)
and artificial-intelligence data center infrastructure as the Company
continues to develop its strategic direction.
Commenting on the transaction, Justin Nolan, Chief Executive Officer of Argo,
said:
"The $2.5 million capital raise marks an important step for Argo as we
continue to build our business and evaluate compelling opportunities in data
center infrastructure for high-performance computing and artificial
intelligence. Growler's continued support - both through this initial draw and
the option for an additional $2.5 million - underscores their strong
conviction in our strategy and positions us well for the period ahead."
Key Terms of the Facility
• Facility size: Up to $5,000,000 in aggregate (of which $2,500,000
has been drawn under the Initial Tranche, leaving up to $2,500,000 remaining
available).
• Floor price: $1.00 per ADS (subject to adjustment for any stock
split, consolidation, or similar event).
• Drawdown size: $500,000 minimum and $1,000,000 maximum per
drawdown notice, unless otherwise agreed by the Subscriber in writing.
• Notice period: 10 Trading Days' prior written notice per drawdown
(which Growler may waive in writing).
• Term: Available until the earlier of: (i) the date the full
$5,000,000 has been drawn; or (ii) March 26, 2027 (or such later date as
agreed in writing).
• Subscription price: 100% of the average Nasdaq Official Closing
Price of Argo's ADSs over the five (5) Trading Days for the week of
March 16-20, 2026. No discount applies.
• Registration rights: The Company will use reasonable endeavors to
file a resale registration statement on Form F-3 within 45 days of the
Agreement date.
• Drawdown conditions: Each drawdown requires: (i) unanimous board
approval; (ii) auditor confirmation supporting a going-concern opinion in the
relevant accounts; and (iii) representations and warranties true and correct
in all material respects.
• Governing law: Alabama law, with certain provisions (relating to
the Company's incorporation and affairs) governed by the laws of England and
Wales.
Initial Drawdown
Simultaneously with the execution of the Agreement, the Company delivered
Drawdown Notice No. 1 to Growler requesting an initial tranche of $2,500,000
(the "Initial Tranche"), in respect of which Growler waived the standard
notice period and the maximum per drawdown notice. The subscription price for
the Initial Tranche is $2.948 per ADS (100% of the five-day average Nasdaq
Official Closing Price for the week of March 16-20, 2026: $3.03 on
March 16, $3.01 on March 17, $2.89 on March 18, $2.90 on March 19, and
$2.91 on March 20, 2026). At this price, 847,693 new ADSs (representing
1,831,016,880 new ordinary shares) will be allotted and issued to Growler. The
Company has received the $2,500,000 proceeds from the Initial Tranche.
True-Up Conversion
The Agreement also provides for the conversion into new ordinary shares of
prior payments totaling US$1,259,297.68 made by or on behalf of Growler to or
for the account of the Company (the "True-Up Payments"). The True-Up Payments
will be converted at the same subscription price as the Initial Tranche
($2.948 per ADS), resulting in the allotment and issue of 427,170 new ADSs
(representing 922,687,200 new ordinary shares) to Growler.
Share Capital
In aggregate, 2,753,704,080 new ordinary shares (representing 1,274,863 new
ADSs) will be allotted and issued to Growler, comprising 1,831,016,880
ordinary shares (847,693 ADSs) under the Initial Tranche and 922,687,200
ordinary shares (427,170 ADSs) under the True-Up Conversion. Prior to these
allotments, Growler held approximately 87.50% of the Company's issued ordinary
share capital. Following allotment of all new ordinary shares, and assuming no
other changes to the Company's issued share capital, Growler will hold
approximately 28,004,168,880 ordinary shares, representing approximately
88.59% of the enlarged issued ordinary share capital of 31,611,377,242
ordinary shares.
The Agreement contains an exchange cap (the "Exchange Cap") limiting the
aggregate number of new ordinary shares issuable under the Facility to 19.99%
of the ordinary shares outstanding as of the effective date of the Agreement
(being approximately 5,768,648,865 ordinary shares, equivalent to
approximately 2,670,670 ADSs), unless shareholder approval is obtained.
About Argo
Argo Blockchain plc (NASDAQ: ARBK) is a blockchain technology company focused
on large-scale cryptocurrency mining and related digital infrastructure, with
operations in North America predominantly powered by renewable energy. The
Company is actively evaluating opportunities in high-performance computing and
artificial-intelligence data center infrastructure. For more information,
visit www.argoblockchain.com (https://www.argoblockchain.com) .
Contacts:
Argo Blockchain plc
ir@argoblockchain.com
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