UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 March, 2025
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
Argo
Enters into Term Sheets with Gem Mining dated 26 March
2025
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Press Release
26 March 2025
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
Argo Blockchain plc
("Argo" or "the Company")
Argo Blockchain Enters into Term Sheets for Convertible Loan and to
Acquire GEM Mining LLC Assets
Would Double Argo's Hashrate and Provide for Growth
Capital
Argo Blockchain plc (LSE: ARB; NASDAQ: ARBK) is pleased to announce
that it has entered into non-binding term sheets to:
1. acquire
substantially all of the assets of GEM Mining LLC and its
affiliates (collectively, "GEM")
on a debt free basis from
the existing unitholders of GEM ("GEM
Investors")
for total
consideration of up to $21.7 million ("Acquisition")
to be satisfied by the issue to the GEM Investors of new ordinary
shares in the capital of Argo ("Ordinary
Shares");
and
2. for certain GEM Institutional
Investors to provide the Company with $10 million investment
consisting of a $7.0 million secured convertible note
("Convertible
Loan") and $3.0 million equity
investment into the Company (the "Equity
Investment" and together with
the Convertible Loan, the "Financing") on the same terms as the conversion of the
Convertible Loan (together with the Acquisition, the
"Transaction").
Acquisition
● GEM owns 2.4 exahash (EH) of mining machines
which, following completion of the Acquisition, is expected to more
than double the Company's hashrate and provide the Company with
access to the GEM's hosting arrangements. The acquisition is also
expected to drive efficiencies and increase overall Bitcoin
production.
● GEM has strong institutional backing which is
important to the Company as it continues to grow and look for
expansion opportunities.
● The consideration for the Acquisition is to be
satisfied by the issue of new Ordinary Shares and comprises $11.7
million in initial consideration (the "Initial
Consideration") and up to $10.0
million in contingent consideration (the "Contingent
Consideration"), based on the
realized hashprice in the 12 months following completion of the
Transaction, to be paid out on a quarterly
basis.
● The Company share price to be used in connection
with the Initial Consideration is 3.4 pence, which is the 20
trading day VWAP as of 25 March 2025 ("Closing Share
Price") and the share price to
be used in connection with the Contingent Consideration shall be
equal to the 20 trading day VWAP immediately preceding each
Contingent Consideration payment.
Financing
● The secured, Convertible Loan will carry an
interest rate of 8% per annum to be paid-in-kind or in cash at the
Company's option and will be convertible at the option of the
noteholders into Ordinary Shares at a price per Ordinary Share
equal to a 25% discount to the Closing Share Price. The Convertible
Loan will mature one year from the date of issuance
thereof.
● The Convertible Loan shall be secured with a first
priority security interest against all of the assets of the Company
and its subsidiaries, however, will be subordinated to any existing
mortgages or liens on the Company's real
property.
● The $3.0 Equity Investment will be made at a 25%
discount to the Closing Share Price.
● GEM will be entitled to appoint two directors to
the Company's board upon completion of the
Transaction.
The Company has granted GEM a 30-day exclusivity period (extensions
to be considered in good faith depending on progress made).
Completion of the Transaction is conditional on, among other
things, shareholder approval, the granting of a Rule 9 waiver by
the UK Takeover Panel and the publication of a prospectus by the
Company.
Chairman of the Board, Matt Shaw commented: "We
believe this transaction represents a significant step toward
profitable growth for Argo and strengthens our capital structure.
The Argo and Gem teams are working collaboratively to complete due
diligence and finalize definitive documentation. We look forward to
updating shareholders in due course."
Stifel is serving as financial advisor to Argo. Compass Point is
serving as financial advisor to GEM.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any securities in the United
States. The securities offered hereby have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act") or any state securities laws and may not be
offered or sold in the United States or to U.S. persons (as defined
in Regulation S under the 1933 Act) unless the securities have been
registered under the 1933 Act and all applicable state securities
laws, or are otherwise exempt from such
registration.
No Assurance of Definitive Agreements
There can be no assurance that any definitive agreements for the
Transaction will be signed or that the Transaction will be
consummated. Should Argo be unsuccessful in completing the
Transaction, Argo may need to explore other financing
opportunities. The Company is endeavoring to complete such
Transaction to provide the Company with working capital sufficient
for its present requirements, that is for at least the next twelve
months from the date of this announcement.
This announcement contains inside information.
For further information please contact:
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Argo Blockchain
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Investor Relations
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Tennyson Securities
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Corporate
Broker
Peter Krens
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+44 207 186 9030
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Fortified Securities
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Joint
Broker
Guy Wheatley, CFA
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+44 7493 989014
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Tancredi Intelligent Communication
UK
& Europe Media 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 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,
including closing of the Transaction and effects thereof, the use
of proceeds of the Financing, expected hashrate 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 2023, and our Interim Report as of 30
September 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.
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Date:
26 March, 2025
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ARGO BLOCKCHAIN PLC
By:
/s/ Jim
MacCallum
Name:
Jim MacCallum
Title:
Chief Financial Officer
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