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 June, 2025
Commission File Number: 001-40816
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Argo Blockchain plc
(Translation of registrant’s name into English)
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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
Restructuring
and Directorate Change dated 30 June 2025
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Press Release
30 June 2025
Argo Blockchain plc
("Argo" or "the Company")
Proposed Restructuring and Directorate Change
Restructuring
Argo Blockchain plc (LSE: ARB; NASDAQ: ARBK) announces a proposed
restructuring to resolve its short and medium term capital
needs.
On 9 May 2025, the Company announced its results for the year ended
31 December 2024. The reports and accounts noted that
"a material
uncertainty exists that may cast significant doubt on the group's
and company's ability to continue as a going
concern."
The Company has actively been exploring solutions to address its
capital structure and liquidity position. Following a review of the
available and deliverable options with its legal and financial
advisors, Argo is now proposing to implement a restructuring
through a restructuring 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
("Restructuring Plan").
Argo and Growler Mining, LLC n/k/a Growler Mining Tuscaloosa, LLC
("Growler") have entered into a restructuring plan support
agreement under which Growler has agreed to provide a senior
secured multi-draw term loan to Argo ("Loan") for the purposes of
providing working capital to Argo and its subsidiaries and to
assist Argo to implement a financial restructuring which the board
has concluded is necessary to avoid an uncontrolled insolvency and
liquidation of Argo and its subsidiaries
("Restructuring").
Key terms of the Restructuring Plan
Under the Restructuring Plan, it will be proposed
that:
1. the Loan will, at Growler's election, be paid in full in cash or
fully converted into newly issued common stock (or ordinary shares)
in Argo on the Effective Date of the Restructuring Plan (as defined
below);
2. subject to sanction by the Court of the Restructuring Plan,
Growler will contribute crypto assets with a book value of
US$25-30m to Argo Operating US LLC ("Argo US"), a wholly owned
subsidiary of the Company, in exchange for all common stock or
membership interests in Argo US, and, following that, Growler will
contribute all of its equity or membership interests in Argo US to
the Company in exchange for additional new equity in
Argo;
3. Argo's bond holders (which collectively hold bonds with a face
value of approximately $40 million in the aggregate) will receive
new common stock in Argo in full and final satisfaction of their
claims and in accordance with the terms of the Restructuring
Plan;
4. following conversion of its Loan (if applicable), issue of
shares in in Argo in exchange for its contribution of all equity or
membership interests held in Argo US, and the exit capital to be
provided to Argo upon the Effective Date of the Restructuring Plan
in exchange for additional new equity in Argo (as set forth below),
it is 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. It is envisaged that
bond holders would be left with the remaining equity, with existing
equity holders in Argo having their shares cancelled and
extinguished on the Effective Date and entitled only to a
compromise Restructuring Plan payment in a nominal amount based on
their pro rata holdings of shares; and
5. on the Effective Date of the Restructuring Plan, Growler will
provide additional cash funding to Argo (the "Exit Capital") in
exchange for further new Argo equity to ensure that, among other
things, all payments required under the Restructuring Plan are
made; the Company is sufficiently capitalised for a company of its
type, industry and size to move forwards; the Company has funding
for go-forward working capital needs.
The Restructuring Plan will likely result in the Company's
admission to the Main Market being cancelled. It is Argo's
intention to maintain the Company's Nasdaq listing.
The Loan
The Loan will be a secured multi-term term loan facility in an
amount up to $7,500,000, with amounts available to be drawn down
against an approved budget. The Loan will be interest bearing at
SOFR plus 6% per annum (with a minimum interest rate of 10% per
annum), with a 1.5% commitment fee and a 1.5% exit fee. The Loan
will be secured by an
"all assets" fixed and floating charge in favour of Growler, which
shall include, without limitation, the equity interests in the
subsidiaries of the Company. At Growler's discretion, one or more
of the subsidiaries of the Company are required to grant to Growler
a first ranking lien over their assets and property in support of
the Loan. The
purpose of the Loan is to fund Argo's operations until the
Effective Date of the Restructuring Plan (as explained below) and
to meet professional fees and other costs necessarily incurred to
implement the Restructuring Plan. Growler may, at its election,
convert the Loan into equity upon sanction and implementation of
the Restructuring Plan.
Company Subsidiaries and Operating Expenses
All of Argo's subsidiaries' respective assets and properties
including, without limitation, all mining machines, furniture,
fixtures, and equipment wherever located including those located at
properties owned by the subsidiaries, including, without
limitation, the Baie-Comeau facility, or that are otherwise located
at a hosting site in the United States shall remain wholly owned,
directly or indirectly, by the Company. All operating
expenses and lender or vendor claims of the subsidiaries shall be
paid in the ordinary course during the Restructuring Process out of
the proceeds of the Loan and the Exit Capital, as the case may be,
with all such expenses and payments to be made included in the
approved budget.
The Court process
The implementation of the Restructuring Plan will be subject to the
approval of the Court and will include the following
steps:
●
an initial explanation of the main
terms of the Restructuring Plan and proposed meetings of creditors
and members (or classes of either of them) ("Practice Statement
Letter") will be sent to affected creditors and
members;
●
an application will be made to Court
to approve the composition of classes of creditors and, if
appropriate, members and the convening of meetings of such persons
to consider the Restructuring Plan, proposed in the Practice
Statement Letter ("Convening Hearing");
●
meetings of creditors and if
appropriate, members (or classes of them) will be convened in
accordance with terms approved by the Court in the Convening
Hearing. A detailed explanation of the terms of the Restructuring
Plan will be sent to affected creditors and members with the
notices convening meetings of them ("Explanatory
Statement");
●
the meetings of creditors and, if
appropriate, members, will seek the approval of the Restructuring
Plan and will be deemed to have approved the Restructuring Plan if
approved at such meetings by 75% by value of such creditors (and,
if appropriate, members);
●
the Court will then be asked to
sanction the Restructuring Plan ("Sanction Hearing"). If the
Restructuring Plan has not been approved by all meetings of
creditors and, if appropriate, members, convened in accordance with
the orders of the Court in the Convening Hearing, the Court may, in
its discretion, still sanction the Restructuring Plan if satisfied
that (a) the Restructuring 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"). The
Explanatory Statement will contain a detailed analysis of the
Relevant Alternative, but it is likely to be formal
insolvency of Argo (that is liquidation or administration), which
will return far less to creditors of Argo than is believed to be
the case under the Restructuring Plan, and nothing for members;
and
●
shortly after the order of the Court
in the Sanction Hearing ("Sanctions Order"), Argo will file the
Sanctions Order at Companies House (the English companies registry)
on which event the Restructuring Plan will be effective and bind
all affected creditors and members ("Effective
Date").
It is expected that the Restructuring Plan will be presented to the
Court by 29 August 2025 and, if sanctioned by the Court, the
Effective Date will be before 30 November 2025.
Takeover Code
The implementation of the Restructuring 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 Argo.
The Restructuring 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 Restructuring Plan and a
Rule 9 waiver, Argo intends to seek the sanction of the
Restructuring Plan by the Court on the basis that shareholders
would be no worse off under the Plan than the Relevant Alternative
(see above). In these circumstances, Argo 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 Argo which is in serious financial
difficulty.
No assurance of definitive agreements
There can be no assurance that any definitive agreements for the
Restructuring Plan will be signed or that the Restructuring Plan
will be consummated. Should Argo be unsuccessful in completing the
Restructuring Plan, it is likely that Argo will need to enter into
a formal insolvency process.
Directorate Change
Matthew Shaw has resigned from his position as Chairman and
Director of the Company with effect from 27 June 2025. The Board
wishes to thank Mr. Shaw for his service and contribution to the
Company during his tenure and wishes him well in his future
endeavours.
The Company is pleased to announce the appointment of Maria
Perrella, currently serving as a Non-Executive Director, as Chair
of the Board with immediate effect.
Justin Nolan, Chief Executive Officer, said, "This transaction is
the culmination of a months-long process designed to preserve
Argo's operations and maximize value for Argo's stakeholders. The
Restructuring Plan gives Argo a clear path forward with a
significantly deleveraged balance sheet and a long-term strategic
investor in Growler."
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 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.
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Date:
30 June, 2025
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ARGO BLOCKCHAIN PLC
By:
/s/ Jim
MacCallum
Name:
Jim MacCallum
Title:
Chief Financial Officer
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