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, 2024
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
Exhibit
No.
1
|
Description
Closing
on Sale of Mirabel / TVR dated 28 March 2024
|
Press Release
28 March 2024
Argo Blockchain plc
("Argo" or "the Company")
Closing on Sale of Mirabel,
Quebec Data Center
Allotment of New Shares
Share Capital and Total Voting Rights
Argo Blockchain plc (LSE: ARB; Nasdaq: ARBK), a global leader in
cryptocurrency mining, is pleased to announce that it has closed on
the previously announced sale of its data center located in
Mirabel, Quebec (the "Mirabel Facility") for total consideration of
$6.1 million (the "Transaction").
The net proceeds from the Transaction were used to first repay the
Mirabel Facility's outstanding mortgage of $1.4 million, with the
remainder used to repay debt owed to Galaxy Digital Holdings, Ltd.
("Galaxy") (TSX: GLXY). As of 28 March 2024, reflecting the payment
made to Galaxy from the proceeds of the Transaction and inclusive
of the ordinary course monthly amortisation payment for March, the
Galaxy debt balance is $12.8 million. This is a 63% reduction from
the original Galaxy debt balance of $35.0 million.
Unaudited Debt Balances:
$ in millions
|
Interest Rate
|
9/30/2023
|
12/31/2023
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Q1'24 Debt Reduction
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3/28/2024
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Senior Notes
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8.75%
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$40.0
|
$40.0
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-
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$40.0
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Galaxy Debt
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SOFR + 11%
|
27.2
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23.5
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(10.7)
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12.8
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Mirabel Mortgage
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Prime + 0.5%
|
1.6
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1.5
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(1.5)
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-
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Baie Comeau Mortgage
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Prime + 0.5%
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1.5
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1.4
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(0.2)
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1.2
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Total
|
|
$70.3
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$66.4
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$(12.4)
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$54.0
|
Importantly, the Transaction enables the Company to delever the
balance sheet with minimal impact to the Company's revenue. The
Company has completed the relocation and deployment of mining
machines from the Mirabel Facility to its facility in Baie Comeau,
Quebec, and the Company expects this consolidation to reduce its
non-mining operating expenses by $0.7 million per
year.
Management Commentary
Argo's Chief Executive Officer, Thomas Chippas, said, "I am pleased
to announce the closing of this Transaction, through which the
Company continues to execute on its strategy of strengthening the
balance sheet and reducing non-mining operating expenses. The
Company reduced its debt by $12.4 million in Q1 2024. Additionally,
consolidating our Quebec fleet at the Baie Comeau facility allows
us to streamline operations and make the most efficient use of the
facility and onsite team."
Allotment of New Shares
Additionally, the Company announces that it has
issued 460,477 new
ordinary shares of £0.001 each in the capital of the
Company ("Ordinary Shares") pursuant to the terms of
previously granted Restricted Share Units under the 2022 Equity
Incentive Plan approved by shareholders at the Company's 2022
Annual General Meeting.
The new Ordinary Shares rank pari passu with the existing Ordinary
Shares in issue, and application has been made for the shares to be
admitted to the Official List and to trading on the Main Market of
the London Stock Exchange PLC.
Share Capital and Total Voting Rights
The Company also announces, in compliance with its obligations
under Rules 5.6.1R and 5.6.2G of the Disclosure Guidance and
Transparency Rules, that as at 31 March 2024, the Company's
share capital will
consist of 577,616,315 ordinary shares
of £0.001 each (Ordinary Shares). All of the
Ordinary Shares have equal voting rights and there are no shares
held in Treasury.
The above figure may be used by shareholders as the denominator for
the calculations by which they can determine whether they are
required to notify their interest in, or a change of their interest
in, the Company under the FCA Disclosure Guidance and Transparency
Rules.
Inside Information and Forward-Looking Statements
This announcement contains inside information and includes
forward-looking statements which reflect the Company's current
views, interpretations, beliefs or expectations with respect to the
Company's financial performance, business strategy and plans and
objectives of management for future operations. These statements
include forward-looking statements both with respect to the Company
and the sector and industry in which the Company operates.
Statements which include the words "remains confident", "expects",
"intends", "plans", "believes", "projects", "anticipates", "will",
"targets", "aims", "may", "would", "could", "continue", "estimate",
"future", "opportunity", "potential" or, in each case, their
negatives, and similar statements of a future or forward-looking
nature identify forward-looking statements. All forward-looking
statements address matters that involve risks and uncertainties
because they relate to events that may or may not occur in the
future, including the risk that the Company may receive the
benefits contemplated by its transactions with Galaxy, the Company
may be unable to secure sufficient additional financing to meet its
operating needs, and the Company may not generate sufficient
working capital to fund its operations for the next twelve months
as contemplated. Forward-looking statements are not guarantees of
future performance. Accordingly, there are or will be important
factors that could cause the Company's actual results, prospects
and performance to differ materially from those indicated in these
statements. In addition, even if the Company's actual results,
prospects and performance are consistent with the forward-looking
statements contained in this document, those results may not be
indicative of results in subsequent periods. These forward-looking
statements speak only as of the date of this announcement. Subject
to any obligations under the Prospectus Regulation Rules, the
Market Abuse Regulation, the Listing Rules and the Disclosure and
Transparency Rules and except as required by the FCA,
the London Stock Exchange, the City Code or applicable law and
regulations, the Company undertakes no obligation publicly to
update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise. For a more
complete discussion of factors that could cause our actual results
to differ from those described in this announcement, please refer
to the filings that Company makes from time to time with
the United States Securities and Exchange Commission and
the United Kingdom Financial Conduct Authority, including the
section entitled "Risk Factors" in the Company's Annual Report on
Form 20-F.
For further information please contact:
Argo Blockchain
|
|
Investor Relations
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ir@argoblockchain.com
|
Tennyson Securities
|
|
Corporate
Broker
Peter Krens
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+44 207 186 9030
|
Fortified Securities
|
|
Joint
Broker
Guy Wheatley, CFA
|
+44 74930989014
guy.wheatley@fortifiedsecurities.com
|
Tancredi Intelligent Communication
UK &
Europe Media Relations
|
argoblock@tancredigroup.com
|
About
Argo:
Argo Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK)
blockchain technology company focused on large-scale cryptocurrency
mining. With mining operations in Quebec and Texas, 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.
Date:
28 March,2024
|
ARGO BLOCKCHAIN PLC
By:
/s/ Jim
MacCallum
Name:
Jim MacCallum
Title:
Chief Financial Officer
|