UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
_____________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2025
Commission File Number: 001-40816
_____________________
Argo Blockchain plc
(Translation of registrant’s name into English)
_____________________
Eastcastle House
27/28 Eastcastle Street
London W1W 8DH
England
(Address of principal executive office)
_____________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
|
Exhibit
No.
1
|
Description
Entry
into Amended RSA and Loan Agreement dated 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
|
|
|
Tennyson Securities
|
|
|
Corporate
Broker
Peter Krens
|
+44 207 186 9030
|
|
Fortified Securities
|
|
|
Joint
Broker
Guy Wheatley, CFA
|
+44 7493 989014
|
|
Tancredi Intelligent Communication
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 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.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Date:
10 September, 2025
|
ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Officer
|