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Highlights

  • Argo in active negotiations with Growler Mining on senior secured loan; execution and funding remain pending.

  • Proposed recapitalization would give Growler at least 80% equity, with bondholders receiving shares and existing holders retaining diluted stakes.

  • First court hearing expected in late October 2025, with potential Plan sanction in December 2025.

Argo Blockchain plc (LSE:ARB; NASDAQ:ARBK), a cryptocurrency mining company, has issued an update on its proposed recapitalization plan (the “Plan”) under Part 26A of the Companies Act 2006. The Plan, which remains subject to court approval, is aimed at addressing the Company’s near- and medium-term capital needs.

Negotiations and Timing

The Company confirmed that discussions with Growler Mining Tuscaloosa, LLC (“Growler”) regarding a senior secured multi-draw term loan (the “Loan”) are continuing. The Loan has not yet been executed or funded.

The first court hearing in relation to the Plan is expected to take place in late October 2025. If sanctioned, the Plan would become effective in early to mid-December 2025.

Structure of the Plan

Under the envisaged recapitalization, Growler is expected to hold at least 80% of the Company’s issued shares following conversion of its Loan and the contribution of mining-related assets or cash funding. The final allocation will depend on the value of Growler’s contributions and exit capital.

Bondholders are expected to receive equity in exchange for their debt, while existing shareholders will retain their current holdings. However, shareholder interests will be diluted by new issuances to Growler and bondholders. The Company noted that the Plan aims to provide continuing value to shareholders through retained holdings and potentially other equity arrangements, subject to legal requirements of fairness under UK law.

If the Plan is not finalized, the Company and its subsidiaries may pursue alternative options, which could include formal insolvency proceedings in the UK, US, or Canada.

Bond Payments and Liquidity

Argo confirmed that it did not make the scheduled interest payment due on its outstanding bonds on 31 July 2025. This payment remains subject to a 30-day grace period ending on 30 August 2025. The Company continues to assess its liquidity position and has stated it will provide updates once definitive agreements with Growler are signed and the Plan terms are finalized.

UK Takeover Code Considerations

Implementation of the Plan would result in Growler acquiring more than 30% of Argo’s voting rights. Under the UK Takeover Code, this would normally require a mandatory offer to the remaining shareholders. The Plan is conditional on the Takeover Panel granting a waiver of this requirement, subject to approval by independent shareholders.

If shareholders do not approve both the Plan and the Rule 9 waiver, Argo intends to seek court sanction on the basis that shareholders would be no worse off under the Plan than under the “Relevant Alternative.” In this context, Argo may also request dispensation from the Panel under section 2(c) of the UK Takeover Code to facilitate its rescue.

Next Steps

The Company reiterated that while discussions are progressing, there is no assurance that definitive agreements will be signed or that the Plan will be implemented.