Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
March 03 2025 - 5:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
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
_____________________
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
Term
Sheet for up to $40 Million Financing dated 03 March
2025
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Press Release
3
March 2025
Argo Blockchain plc
("Argo"
or "the Company")
Term
Sheet for up to $40 Million Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
Argo Blockchain plc (LSE: ARB; NASDAQ: ARBK) is pleased to announce
that it entered into a non-binding term sheet for up to $40 million
in senior secured convertible loans (the "Financing") on 25 February 2025. The initial tranche of the
Financing would be $15 million with follow on tranches of up to $25
million advanced over the next 18 months.
The proceeds of the Financing are to be used to refresh Argo's Baie
Comeau, Quebec mining fleet, to strengthen the balance sheet, and
to assess a pipeline of merger and acquisition possibilities.
The Financing will be non-amortizing, will carry an interest rate
of approximately 8% and will have a conversion premium of 25% to
the closing price of Argo's shares the day before the definitive
documents are signed. The Financing is expected to be funded by up
to three multinational institutional investors
("Investor
Group") and will include 30%
warrant coverage, also at a premium to the closing price. The
Investor Group will have three seats on the board upon completion
of definitive documents and shareholder
approval.
The Company has granted the Investor Group a 20-day exclusivity
period (extensions to be considered in good faith depending on
progress made) and agreed to pay a break fee of $150,000 in certain
circumstances. Shareholder approval and a waiver by the Takeover
Panel of Rule 9 of the Takeover Code will be required to implement
the Financing and the Company will be required to issue a
prospectus for admission of the shares resulting from the Financing
and the warrant.
This news release 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
Financing will be signed or that the Financing will be consummated.
Should Argo be unsuccessful in completing the Financing, Argo may
need to explore other financing opportunities. The Company is
endeavoring to complete such Financing 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.
Chairman of the Board, Matt Shaw commented: "We
believe that this financing will allow profitable growth at Argo
and strengthen our balance sheet. The Argo team is working closely
with the Investor Group to clear due diligence and refine our
business plan in a timely manner. The Company looks forward to
providing further updates as they crystallize."
This announcement contains inside information.
For further information please contact:
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Argo
Blockchain
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|
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Investor
Relations
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ir@argoblockchain.com
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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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|
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Joint
Broker
Guy
Wheatley, CFA
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+44
7493 989014
guy.wheatley@fortifiedsecurities.com
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Tancredi
Intelligent Communication
UK
& Europe Media Relations
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argoblock@tancredigroup.com
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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.
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:
03 March,2025
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ARGO BLOCKCHAIN PLC
By:
/s/ Jim
MacCallum
Name:
Jim MacCallum
Title:
Chief Financial Officer
|
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