UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2024
Commission File Number: 001-40816
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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
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Exhibit
No.
1
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Description
Private Placement
With Institutional Investor dated 30 July 2024
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Press
release
30 July
2024
Argo Blockchain plc
('Argo'
or 'the Company')
£6.5 Million Private Placement With Institutional
Investor
Argo
Blockchain plc, (LSE: ARB; NASDAQ: ARBK), is pleased to announce
that it has entered into a securities purchase agreement for a
private placement of its ordinary shares ("Ordinary Shares") and
accompanying warrants to purchase Ordinary Shares to an
institutional investor for gross proceeds of approximately GBP
£6.5 million (the "Private Placement"). Pursuant to the
Private Placement, the Company will issue 57,800,000 Ordinary
Shares (the "Placement Shares") at a purchase price of GBP
£0.1125 per Ordinary Share along with warrants to purchase up
to 57,800,000 Ordinary Shares (the "Warrants"). The Warrants
have an exercise price of GBP £0.1125 per share and an
exercise period of five years.
The
issuance price is at a premium to the 30 day VWAP, 60 day VWAP and
90 day VWAP and at a 10% discount to the closing middle market
price of an Ordinary Share on the London Stock Exchange on 29 July
2024.
H.C.
Wainwright & Co. is acting as the exclusive placement agent for
the Private Placement.
The net
proceeds of the Private Placement will be used by the Company for
working capital and general corporate purposes, including the
repayment of indebtedness.
Application
will be made for the Placement Shares and the shares issuable upon
exercise of the Warrants (the "Warrant Shares"), if exercised, to
be admitted to the Official List and to trading on the Main Market
of the London Stock Exchange. Admission of the Placement Shares and
the closing of the Private Placement are expected to occur on or
about 31 July 2024 ("Admission"). The Placement Shares and Warrant
Shares, if any, will rank pari passu with the existing Ordinary
Shares of the Company.
Following
Admission, the total number of Ordinary Shares in issue will be
636,352,148, and the total number of voting rights will therefore
be 636,352,148. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and such securities may not be offered or sold within the
United States absent registration under U.S. federal and state
securities laws or an applicable exemption from such U.S.
registration requirements.
This
announcement shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
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,
including the expectation to complete the Private Placement and the
expected expenditure of the net proceeds of the Private Placement,
are forward-looking statements. The Company's actual results and
financial condition may differ materially from those indicated in
the 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 December 31, 2023, and our Interim Report as of March 31,
2024.
For
further information please contact:
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Argo
Blockchain plc
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Investor
Relations
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About Argo:
Argo
Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK)
blockchain technology company focused on large-scale cryptocurrency
mining. With mining operations in Quebec and Texas, 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.
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.
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Date:
30 July,2024
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ARGO BLOCKCHAIN PLC
By:
/s/ Jim
MacCallum
Name:
Jim MacCallum
Title:
Chief Financial Officer
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