REG - Argo Blockchain PLC - Update to Proposed Recapitalization

Argo BlockchainAnnouncement

22/08/2025 07:00

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RNS Number : 3432W  Argo Blockchain PLC  22 August 2025

Press Release

22 August 2025

Argo Blockchain plc

("Argo" or "the Company")

Update to Proposed Recapitalization

On 30 June 2025, Argo Blockchain plc (LSE: ARB; NASDAQ: ARBK) announced a
proposed recapitalization through a plan to be sanctioned by the High Court of
England and Wales or other court in England and Wales of competent
jurisdiction ("Court") under Part 26A Companies Act 2006 (the "Plan") in order
to resolve its short and medium term capital needs.

 

The Company would like to provide the following updates with respect to the
proposed Plan and its negotiations with Growler Mining, LLC n/k/a Growler
Mining Tuscaloosa, LLC ("Growler") regarding the senior secured multi-draw
term loan Growler will provide to the Company ("Loan"):

·      Negotiations of the terms of the Loan with Growler remain
ongoing, and the Loan has not been executed or funded to date.

·      It is expected that the first Court hearing for the Plan will
take place in late October 2025 and, if subsequently sanctioned by the Court
at a further Court hearing, that the effective date of the Plan will be in
early- to mid-December, 2025.

·      Following conversion of its Loan (if applicable) and the
contribution by Growler of crypto mining and other related assets/cash funding
to the Argo group in an amount to be determined, it is currently envisaged
that Growler would be left with at least 80% of the issued shares of the
Company (with the exact proportions to be determined by reference to the value
of its Loan, the assets contributed, and the exit capital provided by
Growler), that bond holders would receive equity in the recapitalized Argo
group in exchange for debt, and that current equity holders would retain their
existing interests (albeit subject to dilution by issuances to bondholders and
Growler) in the remaining equity.

·      While the parties are continuing to negotiate, there is general
recognition that any agreement will include the provision of continuing value
to shareholders in the form of their existing shares and, potentially, other
forms of equity, sufficient to satisfy the fairness requirements under UK law
(and subject to dilution due to shares issued to Growler and bondholders).

·      As was previously disclosed, while the parties are working
diligently toward finalizing the terms of the Plan, there can be no assurance
that any definitive agreements for the Plan will be signed or that the Plan
will be consummated. Should the Plan not be consummated, the Company and its
subsidiaries will pursue other alternatives, which may include formal
insolvency processes in the United Kingdom, United States, and Canada, as
applicable, the timing of which remains uncertain.

·      Further to its 30 June 2025 announcement, the Company confirms
that it did not make the scheduled interest payment on its outstanding bonds
that was due on 31 July 2025 which is subject to a 30-day grace period ending
on 30 August 2025.

·      The Company will endeavor to provide further updates upon funding
and execution of a definitive agreement related to the Loan and thereafter, to
the extent appropriate, as terms of the Plan are subsequently finalized and
agreed upon by the parties.

 

UK Takeover Code Disclosure

 

The implementation of the Plan will result in Growler acquiring interests in
shares carrying more than 30% of the Company's voting rights.  Under the UK
Takeover Code, Growler's acquisition would trigger an obligation on Growler to
make a mandatory offer to the remaining shareholders in the Company.  The
Plan is, therefore, conditional upon the Takeover Panel agreeing to a waiver
of the obligation under Rule 9 to make a mandatory offer, subject to
independent shareholders approving that waiver. If shareholders do not approve
the Plan and a Rule 9 waiver, the Company intends to seek the sanction of the
Plan by the Court on the basis that shareholders would be no worse off under
the Plan than the Relevant Alternative (see below).   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.

 

The Court will be asked to sanction the Plan. If the Plan has not been
approved by all meetings of creditors and, if appropriate, members, convened
in accordance with the orders of the Court to consider the Plan, the Court
may, in its discretion, still sanction the  Plan if satisfied that (a) the
Plan has been approved by at least one "in the money" class of creditors or
members; and (b) any dissenting class is not worse off under the proposed plan
than it would be in the relevant alternative ("Relevant Alternative").

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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