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 August, 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
Update
to Proposed Recapitalization dated 22 August 2025
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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:
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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:
22 August, 2025
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ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Officer
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