Argo Blockchain plc (LON:ARB) announces that it entered into a First Amended and Restated Restructuring Plan Support Agreement (“Amended RSA”) with Growler Mining, LLC n/k/a Growler Mining Tuscaloosa, LLC and executed a Loan and related pledge and security documents with Growler.

Justin Nolan, Chief Executive Officer of Argo, said:

“When we announced our proposed Recapitalization Plan on 30 June 2025, I emphasized that the transaction was the culmination of a months-long process designed to preserve Argo’s operations and maximize value for our stakeholders. The entry into the Amended RSA and the Loan and Security Agreement with Growler builds directly on that foundation. These agreements provide the funding and creditor support needed to carry the Recapitalization Plan through the court process, and they represent another critical step toward delivering a significantly deleveraged balance sheet and a long-term strategic partnership with Growler.”

The Amended RSA amends and restates the original restructuring plan support agreement dated 29 June 2025 between Argo and Growler, which provides for implementation of a recapitalization of Argo’s financial indebtedness to be sanctioned by the High Court of England and Wales (“Court”) under Part 26A of the UK Companies Act 2006 (“Recapitalization Plan”).

The Company is currently undertaking additional due diligence to determine the percentage holdings of shares to be offered to the Company’s stakeholders that will be subject to the Recapitalization Plan (as at the implementation date of the Recapitalization Plan assuming it is sanctioned by the Court).

Although diligence and negotiations regarding valuation remain ongoing, it is currently anticipated that Growler’s equity interest in the Company will exceed 80%, with the exact proportion of the shareholding issued to other stakeholders to be determined by, amongst other matters, reference to the value of the Loan, the assets contributed by Growler, the exit capital provided by Growler, and the aggregate valuation of the Company as determined in accordance with the terms of the Recapitalization Plan.

It is envisaged that bondholders would receive equity in the recapitalized Argo in exchange for their debt (albeit in a potentially lower amount than contemplated under the Original RSA), and that current equity holders would retain their existing interests (albeit subject to substantial dilution by issuances to the bondholders and Growler), all as may be sanctioned by the Court in its discretion, as per Argo’s previous announcements.

It is still contemplated that the first Court hearing for the Recapitalization Plan would occur in late October 2025 and that, if subsequently sanctioned by the Court, that the effective date of the Recapitalization Plan would be in early- to mid-December, 2025.

Concurrently, Argo has entered into a secured multi-draw term loan facility of up to US$7.5 million with Growler to provide liquidity through the Recapitalization Plan process and has also entered into the Security Agreements.

Upon signing the term loan facility, Argo has made an initial draw of approximately US $3.26 million, with subsequent draws to be conditioned on customary closing conditions, including that the Amended RSA remain in full force and effect without having been terminated by either party. Key terms of the Loan and Security Agreements are otherwise consistent with those announced on 30 June 2025.

If the Recapitalization Plan is not consummated, the Company and its subsidiaries may be required to pursue insolvency proceedings in the UK, U.S., and Canada, as applicable.

The implementation of the Recapitalization Plan is expected to result in Growler acquiring interests in shares carrying at least 80% of the Company’s voting rights. Under the UK Takeover Code, Growler’s acquisition of at least 30% of the Company’s voting rights would trigger an obligation on Growler to make a mandatory offer to the remaining shareholders in the Company.