Argo Blockchain Secures $5M Subscription Facility

Argo Blockchain plc has entered into a subscription facility of up to $5,000,000 with its controlling shareholder, Growler Mining Tuscaloosa, LLC, and has raised an initial $2,500,000 under this arrangement.

Rhea-AI Filing Summary

Argo Blockchain plc has entered into a subscription facility of up to $5,000,000 with its controlling shareholder, Growler Mining Tuscaloosa, LLC, and has raised an initial $2,500,000 under this arrangement. The facility is designed to support operations, working capital needs, and Argo’s evaluation of high-performance computing and artificial-intelligence data center opportunities.

The initial tranche is priced at $2.948 per ADS, resulting in 847,693 new ADSs (1,831,016,880 new ordinary shares) issued to Growler, with a further 427,170 ADSs (922,687,200 ordinary shares) issued through a true-up conversion of $1,259,297.68 in prior payments. In total, 2,753,704,080 new ordinary shares (1,274,863 ADSs) increase Growler’s holding from roughly 87.50% to about 88.59% of Argo’s enlarged issued ordinary share capital, subject to a 19.99% exchange cap unless shareholders approve more.

Insights

Equity & Capital Structure Analyst

Argo secures related-party equity funding with moderate dilution and tighter control.

Argo Blockchain has arranged a subscription facility of up to $5,000,000 with controlling shareholder Growler Mining Tuscaloosa, LLC. An initial $2,500,000 draw is already funded at $2.948 per ADS with no discount to the five-day average price, signalling equity-based financing on market terms.

The transaction issues 1,274,863 new ADSs, raising Growler’s stake from about 87.50% to roughly 88.59%. This adds some dilution for minority holders while further concentrating control in Growler. The agreement also converts $1,259,297.68 of prior payments into equity at the same price, simplifying Argo’s balance between debt-like funding and equity.

The facility is conditioned on unanimous board approval and auditor support for a going-concern opinion for each draw, plus a 19.99% exchange cap tied to the current share base unless shareholders approve more. Subsequent company disclosures around additional drawdowns or shareholder approval outcomes will clarify how much of the available $5,000,000 capacity is ultimately used.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Argo Blockchain (ARBK) secure from Growler Mining?

Argo Blockchain secured a subscription facility of up to $5,000,000 from its controlling shareholder Growler. The company has already drawn an initial $2,500,000, providing fresh equity capital to support operations, working capital, and evaluation of high-performance computing and AI data center opportunities.

At what price did Argo Blockchain (ARBK) issue new ADSs to Growler?

Argo issued new ADSs to Growler at $2.948 per ADS, equal to 100% of the average Nasdaq Official Closing Price over March 16–20, 2026. This pricing involved no discount, aligning the subscription with recent market trading levels during that week.

How many new shares does Growler receive in Argo Blockchain’s latest deal?

Growler will receive 1,274,863 new ADSs, representing 2,753,704,080 new ordinary shares in Argo. This total combines 847,693 ADSs from the initial $2,500,000 tranche and 427,170 ADSs from converting $1,259,297.68 of prior payments at the same subscription price.

How did this transaction change Growler’s ownership in Argo Blockchain (ARBK)?

Before the new issuance, Growler held about 87.50% of Argo’s issued ordinary share capital. After allotting all new ordinary shares from the facility and true-up, Growler’s stake increases to roughly 88.59% of the enlarged issued share capital, assuming no other capital changes.

What is the exchange cap on Argo Blockchain’s subscription facility with Growler?

The agreement includes an exchange cap limiting new ordinary shares issued under the facility to 19.99% of shares outstanding on the effective date. This corresponds to about 5,768,648,865 ordinary shares, or approximately 2,670,670 ADSs, unless Argo obtains shareholder approval to exceed that cap.

How will Argo Blockchain (ARBK) handle registration of Growler’s new ADSs?

Argo has agreed to use reasonable efforts to file a resale registration statement on Form F-3 within 45 days of the agreement date. This registration would cover potential resales of the ADSs issued to Growler, providing a pathway for future liquidity in the U.S. market.

What conditions must Argo Blockchain meet for future drawdowns under the facility?

Each future drawdown requires unanimous board approval, auditor confirmation supporting a going-concern opinion for the relevant accounts, and the company’s representations and warranties being true in all material respects. These conditions aim to tie further funding to Argo’s ongoing financial viability and governance oversight.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/30/2026 - 07:05 AM Learn about SEC filing dates

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, 2026

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 $5M Subscription Facility & Share Issuance dated 30 March 2026

Press Release

March 30, 2026

Argo Blockchain plc

"Argo" or "the Company"

Argo Raises $2.5 Million Under New Subscription Facility

Argo Blockchain plc (NASDAQ: ARBK) is pleased to announce that, on March 26, 2026, it entered into a subscription facility agreement (the "Agreement") with its controlling shareholder, Growler Mining Tuscaloosa, LLC ("Growler"), providing the Company with access to a subscription facility of up to $5,000,000 (the "Facility"). The Company has received $2,500,000 in initial proceeds pursuant to the Agreement.

Background and Rationale

The Facility provides the Company with access to capital to support its operations and working capital requirements. The proceeds will also support the Company's evaluation of opportunities in high-performance computing (HPC) and artificial-intelligence data center infrastructure as the Company continues to develop its strategic direction.

Commenting on the transaction, Justin Nolan, Chief Executive Officer of Argo, said:

"The $2.5 million capital raise marks an important step for Argo as we continue to build our business and evaluate compelling opportunities in data center infrastructure for high-performance computing and artificial intelligence. Growler's continued support - both through this initial draw and the option for an additional $2.5 million - underscores their strong conviction in our strategy and positions us well for the period ahead."

Key Terms of the Facility

●     Facility size: Up to $5,000,000 in aggregate (of which $2,500,000 has been drawn under the Initial Tranche, leaving up to $2,500,000 remaining available).

●     Floor price: $1.00 per ADS (subject to adjustment for any stock split, consolidation, or similar event).

●     Drawdown size: $500,000 minimum and $1,000,000 maximum per drawdown notice, unless otherwise agreed by the Subscriber in writing.

●     Notice period: 10 Trading Days' prior written notice per drawdown (which Growler may waive in writing).

●     Term: Available until the earlier of: (i) the date the full $5,000,000 has been drawn; or (ii) March 26, 2027 (or such later date as agreed in writing).

●     Subscription price: 100% of the average Nasdaq Official Closing Price of Argo's ADSs over the five (5) Trading Days for the week of March 16-20, 2026. No discount applies.

●     Registration rights: The Company will use reasonable endeavors to file a resale registration statement on Form F-3 within 45 days of the Agreement date.

●     Drawdown conditions: Each drawdown requires: (i) unanimous board approval; (ii) auditor confirmation supporting a going-concern opinion in the relevant accounts; and (iii) representations and warranties true and correct in all material respects.

●     Governing law: Alabama law, with certain provisions (relating to the Company's incorporation and affairs) governed by the laws of England and Wales.

Initial Drawdown

Simultaneously with the execution of the Agreement, the Company delivered Drawdown Notice No. 1 to Growler requesting an initial tranche of $2,500,000 (the "Initial Tranche"), in respect of which Growler waived the standard notice period and the maximum per drawdown notice. The subscription price for the Initial Tranche is $2.948 per ADS (100% of the five-day average Nasdaq Official Closing Price for the week of March 16-20, 2026: $3.03 on March 16, $3.01 on March 17, $2.89 on March 18, $2.90 on March 19, and $2.91 on March 20, 2026). At this price, 847,693 new ADSs (representing 1,831,016,880 new ordinary shares) will be allotted and issued to Growler. The Company has received the $2,500,000 proceeds from the Initial Tranche.

True-Up Conversion

The Agreement also provides for the conversion into new ordinary shares of prior payments totaling US$1,259,297.68 made by or on behalf of Growler to or for the account of the Company (the "True-Up Payments"). The True-Up Payments will be converted at the same subscription price as the Initial Tranche ($2.948 per ADS), resulting in the allotment and issue of 427,170 new ADSs (representing 922,687,200 new ordinary shares) to Growler.

Share Capital

In aggregate, 2,753,704,080 new ordinary shares (representing 1,274,863 new ADSs) will be allotted and issued to Growler, comprising 1,831,016,880 ordinary shares (847,693 ADSs) under the Initial Tranche and 922,687,200 ordinary shares (427,170 ADSs) under the True-Up Conversion. Prior to these allotments, Growler held approximately 87.50% of the Company's issued ordinary share capital. Following allotment of all new ordinary shares, and assuming no other changes to the Company's issued share capital, Growler will hold approximately 28,004,168,880 ordinary shares, representing approximately 88.59% of the enlarged issued ordinary share capital of 31,611,377,242 ordinary shares.

The Agreement contains an exchange cap (the "Exchange Cap") limiting the aggregate number of new ordinary shares issuable under the Facility to 19.99% of the ordinary shares outstanding as of the effective date of the Agreement (being approximately 5,768,648,865 ordinary shares, equivalent to approximately 2,670,670 ADSs), unless shareholder approval is obtained.

About Argo

Argo Blockchain plc (NASDAQ: ARBK) is a blockchain technology company focused on large-scale cryptocurrency mining and related digital infrastructure, with operations in North America predominantly powered by renewable energy. The Company is actively evaluating opportunities in high-performance computing and artificial-intelligence data center infrastructure. For more information, visit www.argoblockchain.com.

Contacts:

Argo Blockchain plc

ir@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: 30 March, 2026 ARGO BLOCKCHAIN PLC By: /s/ Justin Nolan Name: Justin Nolan Title: Chief Executive Office