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 September, 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
|
Exhibit
No.
1
|
Description
Argo
2025 Interim Results dated 30 September 2025
|
Press Release
30 September 2025
Argo Blockchain plc
("Argo" or "the Company")
Interim Half Year Results 2025
The Company announces its results for the six months ended 30 June
2025.
Highlights
●
Revenues of $6.3 million for H1 2025 compared to $29.3 million for
H1 2024, the decrease driven primarily by the refurbishment and
relocation of machines in Q1. The total number of Bitcoin ("BTC")
mined during H1 2025 was 65, a decrease from H1 2024 of
442.
●
Mining margin of $1.2 million or 18% for H1 2025, compared to $11.5
million or 39% for H1 2024.
●
On 30 June 2025, the Company entered into and announced a
Restructuring Support Agreement ("RSA") with Growler Mining, LLC
n/k/a Growler Mining Tuscaloosa, LLC ("Growler") which provides for
implementation of a recapitalization of Argo's financial
indebtedness to be sanctioned by the High Court of England and
Wales under Part 26A of the UK Companies Act 2006
"(Recapitalization Plan").
●
Net loss was $8.1 million for H1 2025, compared to a net loss of
$38 million in H1 2024. Adjusted EBITDA was ($2.8) million for H1
2025 compared to $5.7 million in H1 2024.
●
The Company ended June 2025 with $1.7 million of cash and 2 Bitcoin
equivalent.
Management Commentary
Justin Nolan, CEO at Argo said: "Lower H1 2025 results reflect the
impact of machine refurbishment and relocation, but with the RSA
and the Recapitalization Plan Argo is pursuing with Growler, the
Company expects to strengthen its foundations in order to position
itself to capture future opportunities."
Non-IFRS Measures
The following table shows a reconciliation of mining margin
percentage to gross margin, the most directly comparable IFRS
measure, for the six month periods ended 30 June 2025 and 30 June
2024.
|
|
Period ended
|
Period ended
|
|
|
30 June 2025
|
30 June 2024
|
|
|
(unaudited)
|
(unaudited)
|
|
|
$'000
|
$'000
|
|
|
|
|
|
Gross margin
|
(356)
|
1,792
|
|
Gross margin percentage
|
(6%)
|
6%
|
|
Depreciation
of mining equipment
|
1,509
|
9,667
|
|
Change
in fair value of digital currencies
|
-
|
27
|
|
|
|
|
|
Mining margin
|
1,153
|
11,486
|
|
Mining margin percentage
|
18%
|
39%
|
The following table shows a reconciliation of Adjusted EBITDA to
net (loss) / income, the most directly comparable IFRS measure, for
the six-month periods ended 30 June 2025 and 30 June
2024.
|
|
Period ended
|
Period ended
|
|
|
30 June 2025
|
30 June 2024
|
|
|
(unaudited)
|
(unaudited)
|
|
|
$'000
|
$'000
|
|
|
|
|
|
Net Loss
|
(8,128)
|
(37,541)
|
|
Interest
expense
|
2,067
|
4,296
|
|
Income
tax expense
|
(412)
|
340
|
|
Depreciation
and amortisation
|
1,873
|
10,115
|
|
Restructuring
and transaction related fees
|
2,203
|
1,118
|
|
Foreign
Exchange
|
(609)
|
(292)
|
|
Share
based payment
|
780
|
3,594
|
|
Impairment
of property, plant and equipment
|
87
|
22,012
|
|
(Gain)/Loss
on sale of tangible assets
|
(649)
|
429
|
|
Loss on
assets held for sale
|
-
|
1,409
|
|
Impairment
of intangible assets
|
14
|
226
|
|
Adjusted EBITDA
|
(2,774)
|
5,706
|
For further information please contact:
|
Argo
Blockchain
|
|
|
Investor
Relations
|
ir@argoblockchain.com
|
|
Tennyson
Securities
|
|
|
Corporate
Broker
Peter
Krens
|
+44
207 186 9030
|
|
Fortified
Securities
|
|
|
Joint
Broker
Guy
Wheatley, CFA
|
+44
7493 989014
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 facilities and operations in Quebec, mining
operations in 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.
Interim Management Report
Important Events
During the first six months of 2025, the Company continued to focus
on financial discipline, including addressing its legacy debt
obligations, principally its outstanding 8.75% Senior Notes due
2026.
The Company appointed Justin Nolan as Chief Executive Officer and
Executive Director on 22 March 2025, as announced on 24 March
2025.
On 30 June 2025, the Company entered into and announced a
Restructuring Support Agreement ("RSA") with Growler Mining, LLC
n/k/a Growler Mining Tuscaloosa, LLC ("Growler"), to implement a
recapitalization through a restructuring plan under Part 26A of the
UK Companies Act 2006.
On 30 June 2025, the Company announced Matthew Shaw had resigned
from his position as Chairman and Director of the Company with
effect from 27 June 2025 and that Maria Perrella was appointed
Chair of the Board with immediate effect.
On 22 August 2025 the Company announced that it did not make the
scheduled interest payment on its outstanding bonds that was due on
31 July 2025, which was subject to a 30-day grace period ending on
30 August 2025, which has now lapsed.
On 9 September 2025, the Company entered into a First Amended and
Restated RSA ("Amended RSA") with Growler, as announced on 10
September 2025.
Concurrently, the Company executed a secured multi-draw term loan
facility of up to US$7.5 million with Growler ("Loan") to provide
liquidity during the Recapitalization Plan process. An initial draw
of approximately US$3.26 million was made on 9 September 2025, with
further draws available provided that the Amended RSA remains in
effect and customary conditions are satisfied. As of the date of
this report, approximately US$4.5 million has been drawn under the
Loan.
On 22 September 2025, the Company announced that it had appointed
Charlotte Proctor-Worrall to the position of Chief Financial
Officer, effective immediately.
Responsibility Statement
We confirm that to the best of our knowledge:
●
the Interim Report has been prepared in accordance with
International Accounting Standard 34, Interim Financial
Reporting;
●
gives a true and fair view of the assets, liabilities, financial
position and profit/loss of the Group;
●
the Interim Report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure Guidance and Transparency
Rules, being an indication of important events that have occurred
during the first six months of the financial year and their impact
on the set of interim financial statements; and a description of
the principal risks and uncertainties for the remaining six months
of the year.
●
the Interim Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure Guidance and Transparency
Rules, being the information required on related party
transactions.
The Interim Report was approved by the Board of Directors and the
above responsibility statement was signed on its behalf
by:
Maria Perella
Chair of the Board
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
LOSS
|
|
|
Period ended
|
Period ended
|
|
|
|
30 June 2025
|
30 June 2024
|
|
|
|
(unaudited)
|
(unaudited)
|
|
|
Note
|
$'000
|
$'000
|
|
Revenues
|
|
6,281
|
29,255
|
|
Power
and hosting Costs
|
|
(5,128)
|
(19,189)
|
|
Power
credits
|
|
-
|
1,420
|
|
Mining margin
|
|
1,153
|
11,486
|
|
Depreciation
- mining hardware
|
|
(1,509)
|
(9,667)
|
|
Gross profit (loss)
|
|
(356)
|
1,792
|
|
Administrative
expenses
|
|
(4,128)
|
(5,809)
|
|
Restructuring
and transaction related fees
|
|
(2,203)
|
(1,118)
|
|
Foreign
exchange gain
|
|
609
|
292
|
|
Depreciation
|
|
(364)
|
(448)
|
|
Loss on
Hedging
|
|
-
|
(397)
|
|
Share
based payment expense
|
|
(780)
|
(3,594)
|
|
Operating loss
|
|
(7,222)
|
(9,282)
|
|
Loss on
sale of assets held for sale
|
14
|
-
|
(1,409)
|
|
(Loss)/Gain
on disposal of property, plant and equipment
|
|
649
|
(429)
|
|
Interest
expense
|
|
(2,067)
|
(4,296)
|
|
Other
income
|
|
201
|
453
|
|
Gain
(loss) in fair value of intangible assets
|
9
|
-
|
(27)
|
|
Impairment
of tangible fixed assets
|
7
|
(87)
|
(22,012)
|
|
Impairment
of intangible assets
|
6
|
(14)
|
(226)
|
|
Loss before taxation
|
|
(8,540)
|
(37,201)
|
|
Tax
(expense) recovery
|
5
|
412
|
(340)
|
|
Loss after taxation
|
|
(8,128)
|
(37,541)
|
|
Other Comprehensive LossItems which may be subsequently
reclassified to profit or loss:
|
|
|
|
|
- Currency
Translation Reserve
|
|
(638)
|
(404)
|
|
Total other comprehensive loss, net of tax
|
|
(638)
|
(641)
|
|
Total comprehensive loss attributable to the equity holders of the
company
|
|
(8,766)
|
(37,945)
|
|
Weighted average shares outstanding 000's
|
|
717,752
|
575,721
|
|
Basic/diluted loss per share
|
|
(0.01)
|
(0.07)
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
As at
|
As at
|
|
|
|
30 June 2025
|
31 December 2024
|
|
|
|
(unaudited)
|
(audited)
|
|
|
Note
|
$'000
|
$'000
|
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Investments
at fair value through income or loss
|
|
300
|
300
|
|
Intangible
fixed assets non-current
|
6
|
102
|
176
|
|
Property,
plant and equipment
|
7
|
3,660
|
7,071
|
|
Total non-current assets
|
|
4,062
|
7,547
|
|
Current assets
|
|
|
|
|
Trade
and other receivables
|
8
|
540
|
2,451
|
|
Prepayments
|
|
2,629
|
628
|
|
Intangible
fixed assets current
|
9
|
193
|
6
|
|
Cash
and cash equivalents
|
|
1,654
|
8,626
|
|
Total current assets
|
|
5,016
|
11,711
|
|
Total assets
|
|
9,078
|
19,258
|
|
EQUITY AND LIABILITIES
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
10
|
945
|
938
|
|
Share
premium
|
10
|
233,037
|
232,257
|
|
Share
based payment reserve
|
|
15,155
|
15,162
|
|
Foreign
currency translation reserve
|
|
(31,405)
|
(30,766)
|
|
Accumulated
deficit
|
|
(255,204)
|
(247,076)
|
|
Total equity
|
|
(37,472)
|
(29,485)
|
|
Current liabilities
|
|
|
|
|
Trade
and other payables
|
11
|
6,294
|
8,184
|
|
Loans
current
|
12
|
439
|
439
|
|
Corporation
tax
|
5
|
-
|
398
|
|
Total current liabilities
|
|
6,732
|
9,439
|
|
Non - current liabilities
|
|
|
|
|
Issued
debt - bond
|
12
|
39,598
|
39,304
|
|
Loan
non-current
|
12
|
219
|
418
|
|
Total liabilities
|
|
46,550
|
48,743
|
|
Total equity and liabilities
|
|
9,078
|
19,258
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
|
|
Share capital
|
Share premium
|
Currency translation reserve
|
Share based payment reserve
|
Accumulated deficit
|
Total
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Balance at 1 January 2025
|
938
|
232,257
|
(30,766)
|
15,162
|
(247,076)
|
(29,485)
|
|
Loss
for the period
|
-
|
-
|
-
|
-
|
(8,128)
|
(8,128)
|
|
Other
comprehensive income
|
-
|
-
|
(639)
|
-
|
-
|
(639)
|
|
Stock
based compensation charge
|
-
|
-
|
-
|
780
|
-
|
780
|
|
Share
RSUs vested
|
7
|
780
|
-
|
(787)
|
-
|
-
|
|
Balance at 30 June 2025
|
945
|
233,037
|
(31,405)
|
15,155
|
(255,204)
|
(37,472)
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
Share capital
|
Share premium
|
Currency translation reserve
|
Share based payment reserve
|
Accumulated surplus/ (deficit)
|
Total
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Balance at 1 January 2024
|
712
|
209,779
|
(30,525)
|
12,166
|
(191,174)
|
158
|
|
Loss
for the period
|
-
|
-
|
-
|
-
|
(37,541)
|
(37,541)
|
|
Other
comprehensive income
|
-
|
-
|
(404)
|
-
|
-
|
(404)
|
|
Share
capital issued
|
48
|
9,300
|
-
|
-
|
-
|
9,348
|
|
Stock
based compensation charge
|
-
|
-
|
-
|
3,594
|
-
|
3,594
|
|
Share options/warrants exercised
|
4
|
556
|
-
|
(560)
|
-
|
-
|
|
Balance at 30 June 2024
|
764
|
202,103
|
(30,929)
|
15,200
|
(229,515)
|
(24,845)
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
|
Period ended
|
Period ended
|
|
|
|
30 June 2025
|
30 June 2024
|
|
|
|
(unaudited)
|
(unaudited)
|
|
|
Note
|
$'000
|
$'000
|
|
Cash flows from operating activities
|
|
|
|
|
Loss
before tax
|
|
(8,540)
|
(37,201)
|
|
Adjustments for:
|
|
|
|
|
Depreciation
and amortisation
|
|
1,873
|
10,114
|
|
Foreign
exchange movements
|
|
(609)
|
(290)
|
|
Finance
cost
|
|
2,067
|
4,296
|
|
Fair
value change in intangible assets
|
|
-
|
25
|
|
Digital
assets earned
|
|
(6,281)
|
(29,255)
|
|
Loss on
disposal of assets held for sale
|
|
-
|
1,409
|
|
Impairment
of intangible digital assets
|
|
14
|
226
|
|
Impairment
of property, plant and equipment
|
|
87
|
22,012
|
|
Power
costs paid with digital assets
|
|
3,013
|
-
|
|
Interest
income
|
|
-
|
(273)
|
|
Loss on
hedging
|
|
-
|
397
|
|
Loss on
sale of tangible assets
|
|
(649)
|
429
|
|
Share
based payment expense
|
|
780
|
3,594
|
|
Working capital changes:
|
|
|
|
|
Decrease/(increase)
in trade and other receivables
|
8
|
17
|
1,341
|
|
Decrease
in trade and other payables
|
11
|
(1,890)
|
(2,782)
|
|
Net cash flow (used in)/from operating activities
|
|
(10,119)
|
(25,958)
|
|
Investing activities
|
|
|
|
|
Proceeds
from sale of digital assets
|
|
3,155
|
29,443
|
|
Purchase
of property, plant and equipment
|
7
|
(6)
|
-
|
|
Proceeds
from sale of property, plant and equipment
|
|
2,177
|
894
|
|
Proceeds
from sale of subsidiary and investment
|
|
-
|
6,119
|
|
Interest
received
|
|
-
|
273
|
|
Net cash used in investing activities
|
|
5,326
|
36,729
|
|
Financing activities
|
|
|
|
|
Loan
repayments
|
|
(199)
|
(19,881)
|
|
Interest
paid
|
|
(1,775)
|
(3,362)
|
|
Proceeds
from common stock issued - net of issue costs
|
|
-
|
9,349
|
|
Net cash from (used in)/from financing activities
|
|
(1,974)
|
(13,894)
|
|
Net decrease in cash and cash equivalents
|
|
(6,766)
|
(3,123)
|
|
Effect
of foreign exchange changes in cash
|
|
(206)
|
(335)
|
|
Cash
and cash equivalents, beginning of period
|
|
8,626
|
7,443
|
|
Cash and cash equivalents, end of period
|
|
1,654
|
3,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
1. COMPANY
INFORMATION
Argo Blockchain plc ("the Company")
is a public company, limited by shares, and incorporated in England
and Wales. The registered office is Eastcastle House, 27/28
Eatcastle Street, London, England, W1W 8DH. The Company was
incorporated on 5 December 2017 as GoSun Blockchain
Limited.
On 21 December 2017, the Company
changed its name to Argo Blockchain Limited and re-registered as a
public company, Argo Blockchain plc.
On 12 January 2018, Argo Blockchain plc acquired a 100% subsidiary,
Argo Innovation Labs Inc. , incorporated in
Canada.
On 22 November 2022, the Company formed
Argo Holdings US Inc., a 100% subsidiary incorporated in Delaware,
United States, and Argo US Holdings Inc. formed Argo US Operating
LLC, a limited liability company incorporated in Delaware, United
States (together, the "Group")
On 21 December 2022, Argo Innovation Facilities (US) Inc became
Galaxy Power LLC. On 28 December 2022, the Group sold Galaxy Power
LLC.
In March 2024, the Group sold 9366-5320 Quebec
Inc.
The principal activity of the Group
is Bitcoin mining.
The ordinary shares of the Company are
listed under the trading symbol ARB on the London Stock
Exchange. The American Depositary Receipts of
the Company are listed under the trading symbol ARBK on
Nasdaq. The Company bond is listed on the Nasdaq
Global Select Market under the trading symbol
ARBKL.
2. BASIS OF
PREPARATION
The condensed consolidated interim financial statements for the six
months ended 30 June 2025 have been prepared in accordance with IAS
34 'Interim Financial Reporting' and presented in US dollars which
is further described in Note 3. They do not include all the
information required in annual financial statements in accordance
with IFRS and should be read in conjunction with the consolidated
financial statements for the year ended 31 December 2025, which
have been prepared in accordance with UK-adopted International
Financial Reporting Standards as issued by the IASB. The report of
the auditors on those financial statements was
unqualified.
The financial statements have been prepared under the historical
cost convention, except for the measurement to fair value certain
financial and digital assets and financial
instruments.
Critical accounting judgements and key sources of estimation
uncertainty
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates. In preparing these
condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the financial statements for
the year ended 31 December 2023.
During the 2024 audit, an error was identified in the Group's 2024
interim half year results. The Group had reported a gain of $3,397
on the disposal of 9366-5230 Quebec Inc.; however, the cost basis
applied was incorrect. Applying the correct cost basis, the
transaction resulted in a loss of $1,409. There was no impact on
cash flows. Consequently, the net loss for the period ended 30 June
2024 increased by $4,807, from $32,734 to $37,541. Management has
evaluated the matter and concluded that the adjustment is not
material and does not require restatement of prior period financial
statements
3. ACCOUNTING
POLICIES
The principal accounting policies applied in the preparation of
these condensed consolidated interim financial statements are
consistent with those of the previous financial year, except the
change in presentational currency from British Pounds to US Dollars
and recognition of power credits within Mining Margin in the
Statement of Comprehensive Income. The Group changed its
presentational currency to US Dollars with effect from 1 January
2023 due to the fact its revenues, direct costs, capital
expenditures and debt obligations are now predominantly denominated
in US Dollars.
In order to satisfy the requirements of IAS 8 and IAS 21 with
respect to a change in the presentation currency, the statutory
financial information as previously reported in the Group's Annual
Reports have been restated from GBP into US Dollars using the
procedures outlined below:
● Assets
and liabilities were translated to US Dollars at the closing rates
of exchange at each respective balance sheet
date
● Share
capital, share premium and other reserves were translated at the
historic rates prevailing at the dates of
transactions
● Income
and expenses were translated to US Dollars at an average rate at
each of the respective reporting years on a monthly basis. This has
been deemed to be a reasonable approximation to exchange rates at
the date of the transactions.
● Differences
resulting from the retranslation were taken to currency translation
reserve within equity
● All
exchange rates used were extracted from the Group's underlying
financial records
Power credits: The Group recognized power credits in relation to
selling power back to the power grid. The hosting facility
sells some of the Group's power back to the power grid when
economically feasible.
Going Concern
The preparation of these condensed consolidated interim financial
statements requires an assessment of the appropriateness of the
going concern basis of accounting.
Since year-end, the Group has continued to experience liquidity
pressure driven by lower operating margins, refurbishment and
re-hosting costs, and the timing of cash inflows. On 30 June 2025
the Company announced a proposed recapitalisation under a
court-sanctioned restructuring plan pursuant to Part 26A of the UK
Companies Act 2006 (Recapitalisation Plan).
The framework includes (i) a senior secured multi-draw term loan
facility of up to US$7.5 million from Growler Mining Tuscaloosa,
LLC ("Growler") to provide liquidity through the Recapitalisation
Plan process; (ii) the equitisation of the Company's c.US$40
million unsecured notes; and (iii) Growler contributing assets
and/or exit capital in exchange for new equity, with Growler
expected to own at least 80% of the Company post-implementation and
bondholders receiving equity, with existing shareholders retaining
their interests subject to substantial Dilution.
Subsequent to period end, on 9 September 2025 the Company entered
into a First Amended and Restated Restructuring Plan Support
Agreement and executed the associated secured multi-draw term loan
with Growler. An initial draw of approximately US$3.26 million was
made at signing; further draws are subject to customary conditions,
including the amended agreement remaining in effect. The Company
continues to target a first Court hearing in late October 2025 and,
if sanctioned, an effective date in early to mid-December
2025.
With respect to the Company's Nasdaq listing, the Company
previously disclosed receipt of a delisting notice for minimum
bid-price non-compliance and its intention to request a hearing;
following the hearing, on 18 September 2025, Argo was notified by
Nasdaq that the Panel had granted Argo's request for continued
listing on The Nasdaq Global Select Market, subject to the
condition that Argo demonstrates compliance with all applicable
listing rules on or before 14 January 2026. The Panel considered
Argo's recapitalization process under Part 26A of the UK Companies
Act and determined that Argo's continued listing request should be
granted so as to allow it to complete that process.
As at 30 June 2025, the Group had cash and cash equivalents of
US$1,653,675. Subsequent funding under the Growler facility was
received after the period end. The Group's financial performance
and liquidity remain sensitive to bitcoin price, network
hashprice/difficulty and power costs; adverse movements in these
variables, particularly in combination, could reduce operating cash
generation.
The Directors have reviewed cash flow forecasts covering at least
twelve months from the date of approval of these interim financial
statements. The forecasts reflect management's estimates of bitcoin
prices, network hashprice and power costs, and assume (i) continued
access to the Growler loan facility in line with approved budgets
and (ii) timely sanction and implementation of the Recapitalisation
Plan, including equitisation of the unsecured notes. The Company
previously disclosed that it did not make the scheduled 31 July
2025 interest payment on its outstanding notes (subject to a
contractual grace period that ended 30 August 2025); this
is
intended to be addressed within the recapitalisation.
Material uncertainties
Notwithstanding the steps taken, the following material
uncertainties exist that may cast significant doubt on the Group's
and Company's ability to continue as a going concern and therefore,
that the Group and Company may be unable to realise their assets
and discharge their liabilities in the normal course of
business:
●
successful completion of the Court
process for the Recapitalisation Plan (including any required
creditor and, where applicable, shareholder approvals, Court
sanction, and Takeover Panel consents/waivers) within the expected
timeframe
●
continued availability of funding
under the Growler loan facility and the Company's ability to
satisfy associated covenants, milestones and draw
conditions
●
resolution of the missed notes
interest payment and the equitisation of the unsecured
notes
●
volatility in bitcoin price, network
hashprice and power costs and their impact on operating cash
flows
Conclusion
Having considered the matters described above, the Board believes
it is appropriate to prepare these interim financial statements on
a going concern basis. However, the Directors note that successful
execution of the Recapitalisation Plan and continued access to the
Growler loan facility, together with the inherent volatility of the
Group's operating environment, represent material uncertainties
that may cast significant doubt on the Group's and Company's
ability to continue as a going concern.
4. ADOPTION OF NEW
AND REVISED STANDARDS AND INTERPRETATIONS
The Group has adopted all recognition, measurement and disclosure
requirements of IFRS, including any new and revised standards and
Interpretations of IFRS, in effect for annual periods commencing on
or after 1 January 2024. The adoption of these standards and
amendments did not have any material impact on the financial
results or position of the Group.
Standards which are in issue but not yet effective:
At the date of authorisation of these financial statements, the
following Standards and Interpretation, which have not yet been
applied in these financial statements, were in issue but not yet
effective.
|
Standard or Interpretation
|
Description
|
Effective date for annual accounting period beginning on or
after
|
|
IFRS
18
|
Presentation and Disclosure in Financial Statements
|
1
January 2027
|
|
IFRS
7/9 (amendments)
|
Amendments to the Classification and Measurement of Financial
Instruments. Contracts referencing Nature-dependant
Electricity.
|
1
January 2026
|
|
IFRS 7
(amendments)
|
Disclosures - Gain or Loss on Derecognition, Credit
Risk.
|
1
January 2026
|
|
IFRS
10
|
Determination of a 'de-facto' agent
|
1
January 2026
|
|
IFRS 9
(amendments)
|
Derecognition of Lease Liabilities
|
1
January 2026
|
The Group has not early adopted any of the above standards and
intends to adopt them when they become effective.
No deferred tax asset has been recognised in respect of tax losses
carried forward on the basis that there is insufficient certainty
over the level of future profits to utilise against this
amount.
Income tax expense
The tax on the Group's profit before tax differs from the
theoretical amount that would arise using the weighted average tax
rate applicable to profits of the consolidated entities as
follows:
5. TAXATION
|
|
Period ended
30 June 2025 (unaudited)
|
Period ended
30 June 2024 (unaudited)
|
|
|
$'000
|
$'000
|
|
Taxation charge in the financial
statements
|
(412)
|
340
|
|
|
|
Period ended
30 June 2025 (unaudited)
|
Period ended
30 June 2024 (unaudited)
|
|
|
|
$'000
|
$'000
|
|
|
|
|
|
|
Loss
before taxation
|
|
(8,540)
|
(37,201)
|
|
Expected tax recovery based on a weighted average of 25%
(2023 - 25%) (UK, US and
Canada)
|
|
(2,135)
|
(9,300)
|
|
|
|
|
|
|
Effect
of expenses not deductible in determining taxable
profit
|
|
(131)
|
6,326
|
|
Temporary
differences
|
|
202
|
3,433
|
|
Other
tax adjustments
|
|
(8)
|
191
|
|
Capital gains tax
Unutilised (utilised) tax
losses carried forward
|
|
(412)
2,072
|
340
(650)
|
|
Taxation charge in the financial statements
|
|
(412)
|
340
|
6. INTANGIBLE
ASSETS NON-CURRENT
|
Group
|
|
Goodwill
|
Digital assets
|
2025 Total
|
|
|
|
$'000
|
$'000
|
$'000
|
|
Cost
|
|
|
|
|
|
At 1 January 2025
|
|
35
|
5,139
|
5,174
|
|
|
|
|
|
|
|
Foreign exchange movements
|
|
-
|
270
|
270
|
|
At 30 June 2025
|
|
35
|
5,409
|
5,444
|
|
|
|
|
|
|
|
Amortisation and impairment
|
|
|
|
|
|
At 1 January
|
|
-
|
4,998
|
4,998
|
|
Foreign exchange movements
|
|
|
261
|
261
|
|
Impairment
|
-
|
83
|
83
|
|
At 30 June 2025
|
|
-
|
5,342
|
5,342
|
|
Balance at 1 January 2025
|
|
35
|
141
|
176
|
|
Balance At 30 June 2025
|
35
|
67
|
102
|
Intangible digital assets are cryptocurrencies owned but not mined
by the Group. The Intangible digital assets are recorded at
cost on the day of acquisition. Decreases in fair value are
recorded in the fair value reserve in other comprehensive income,
if any, then recorded in comprehensive income. Increases in
fair value are recorded in comprehensive income up to prior losses
recorded. Increases in fair value over cost are recorded in
the fair value reserve in other comprehensive income.
The Intangible digital assets held are detailed in the table
below:
|
As at 30 June 2025
|
|
Coins/tokens
|
Fair value
|
|
Crypto asset name
|
|
|
$'000
|
|
Polkadot - DOT
|
|
16.283
|
16
|
|
USDC
|
|
31,710
|
32
|
|
Other tokens
|
|
N/A
|
19
|
|
At 30 June 2025
|
|
|
67
|
7. PROPERTY,
PLANT AND EQUIPMENT
|
Group
|
Mining and Computer Equipment
|
Data Centres
|
Equipment
|
Total
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Cost
|
|
|
|
|
|
At 1 January 2025
|
168,407
|
690
|
1,839
|
170,936
|
|
Foreign exchange movement
|
-
|
-
|
136
|
136
|
|
Additions
|
3
|
-
|
-
|
3
|
|
Disposals
|
(1,590)
|
-
|
-
|
(1,590)
|
|
At 30 June 2025
|
166,820
|
690
|
1,976
|
169,485
|
|
Depreciation and impairment
|
|
|
|
|
|
At 1 January 2025
|
(162,450)
|
(690)
|
(725)
|
(163,865)
|
|
Foreign exchange movement
|
-
|
-
|
-
|
-
|
|
Impairment
in asset
|
-
|
-
|
(87)
|
(87)
|
|
Depreciation charged during the period
|
(1,509)
|
-
|
(364)
|
(1,873)
|
|
At 30 June 2025
|
(163,959)
|
(690)
|
(1,176)
|
(165,825)
|
|
Carrying amount
|
|
|
|
|
|
At 1 January 2025
|
5,957
|
-
|
1,114
|
7,071
|
|
At 30 June 2025
|
2,861
|
-
|
800
|
3,660
|
8. TRADE
AND OTHER RECEIVABLES
|
|
As at
30 June 2025 (unaudited)
|
As
at
31 December 2024 (audited)
|
|
|
$'000
|
$'000
|
|
Trade and other receivables
|
410
|
140
|
|
Other taxation and social security
|
130
|
2,311
|
|
Total trade and other receivables
|
540
|
2,451
|
The directors consider that the carrying amount of trade and other
receivables is equal to their fair value.
9. INTANGIBLE
FIXED ASSETS CURRENT
|
Group
|
Period ended
30 June 2025
(unaudited)
$'000
|
Year ended
31 December 2024
(audited)
$'000
|
|
Opening Balance
|
6
|
385
|
|
Additions
|
|
|
|
Crypto assets mined
|
6,285
|
47,017
|
|
Total additions
|
6,285
|
47,017
|
|
Disposals
|
|
|
|
Crypto assets transferred
|
(3,013)
|
-
|
|
Crypto assets sold
|
(3,155)
|
(47,302)
|
|
Total disposals
|
(6,168)
|
(47,302)
|
|
Fair value movements
|
|
|
|
Gain/(loss) on crypto asset sales
|
70
|
(94)
|
|
Total fair value movements
|
70
|
(94)
|
|
Closing Balance
|
193
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group mined crypto assets during the period, which are recorded
at fair value on the day of acquisition. Movements in fair value
are recorded in change in fair value of digital currencies on the
statement of comprehensive loss.
10. ORDINARY
SHARES ('000)
The Group had 720,371 Ordinary
shares outstanding at 30 June 2025 and 714,875 at 31 December
2024.
The Group has in issue 63,499 warrants and options at 30 June 2025
and 63,549 at 31 December 2024.
The Group has in issue 27,876 restricted stock units at 30 June
2025 and 9,089 at 31 December 2024.
In March 2025, the Group granted 22,250 performance stock units
("PSUs") to the Chief Executive Officer ("CEO"). The PSUs
vest annually over a three-year period subject to continued
employment of the CEO and satisfaction of the performance
conditions. If the performance conditions are not
satisfied at particular vesting dates, but are subsequently
satisfied, the relevant fraction of PSUs will vest.
11. TRADE
AND OTHER PAYABLES
|
|
As at
30 June 2025 (unaudited)
|
As at
31 December 2024 (audited)
|
|
|
$'000
|
$'000
|
|
Trade payables
|
1,646
|
1,663
|
|
Accruals and other payables
|
4,648
|
3,619
|
|
Other taxation and social security
|
-
|
2,902
|
|
Total trade and other creditors
|
6,294
|
8,184
|
The directors consider that the carrying value of trade and other
payables is equal to their fair value.
12. LOANS
AND BORROWINGS
|
|
|
|
|
Non-current liabilities
|
As at
30 June 2025 (unaudited)
$'000
|
As at
31 December 2024 (audited)
$'000
|
|
Issued debt - bond
|
39,598
|
39,304
|
|
Mortgage
|
219
|
418
|
|
Total
|
39,817
|
39,372
|
|
Current liabilities
|
|
|
|
Mortgages
|
439
|
419
|
|
Other
loans
|
-
|
20
|
|
Total
|
439
|
439
|
|
|
|
|
|
|
The mortgage is secured against the building at Baie Comeau and is
repayable over periods of 18 months at an interest rate of lender
prime + 0.5%.
13. FINANCIAL
INSTRUMENTS
|
|
As at
30 June 2025 (unaudited)
$'000
|
As at
31 December 2024 (audited)
$'000
|
|
Carrying amount of financial assets
|
|
|
|
Measured
at amortised cost
|
|
|
|
-
Trade and other receivables
|
409
|
141
|
|
- Cash
and cash equivalents
|
1,654
|
8,626
|
|
Measured at fair value - Digital Assets
|
300
|
300
|
|
Total carrying amount of financial assets
|
2,363
|
9,067
|
|
|
|
|
|
Carrying amount of financial liabilities
|
|
|
|
Measured at amortised cost
|
|
|
|
- Trade
and other payables
|
5,403
|
8,184
|
|
- Short
term loans
|
-
|
20
|
|
-
Long term loans
- Issued
Debt - bonds
|
658
|
837
|
|
39,598
|
39,304
|
|
Total carrying amount of financial liabilities
|
45,659
|
48,345
|
Fair Value Estimation
Fair value measurements are disclosed according to the following
fair value measurement hierarchy:
- Quoted
prices (unadjusted) in active markets for identical assets or
liabilities (Level 1)
- Inputs
other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (that is, as
prices), or indirectly (that is, derived from prices) (Level
2)
- Inputs
for the asset or liability that are not based on observable market
data (that is, unobservable inputs) (Level 3). This is the case for
unlisted equity securities.
The following table presents the Group's assets and liabilities
that are measured at fair value at 30 June 2025 and 31 December
2024.
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Assets
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
Equity holdings
|
-
|
-
|
300
|
300
|
|
Intangible
fixed assets - crypto assets
|
-
|
193
|
-
|
193
|
|
Total at 30 June 2025
|
-
|
193
|
300
|
493
|
|
|
|
|
|
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Assets
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
Equity holdings
|
-
|
-
|
300
|
300
|
|
Intangible
fixed assets - crypto assets
|
-
|
6
|
-
|
6
|
|
Total at 31 December 2024
|
-
|
6
|
300
|
306
|
All financial assets are in listed/unlisted securities and digital
assets.
There were no transfers between levels during the
period.
The Group recognises the fair value of financial assets at fair
value through profit or loss relating to unlisted investments at
the cost of investment unless:
- There
has been a specific change in the circumstances which, in the
Group's opinion, has permanently impaired the value of the
financial asset. The asset will be written down to the impaired
value;
- There
has been a significant change in the performance of the investee
compared with budgets, plans or milestones;
- There
has been a change in expectation that the investee's technical
product milestones will be achieved or a change in the economic
environment in which the investee operates;
- There
has been an equity transaction, subsequent to the Group's
investment, which crystallises a valuation for the financial asset
which is different to the valuation at which the Group invested.
The asset's value will be adjusted to reflect this revised
valuation; or
- An
independently prepared valuation report exists for the investee
within close proximity to the reporting date.
14. COMMITMENTS
The Group's material contractual commitments relate to the hosting
services agreement with Merkle Standard LLC, which provides
hosting, power and support services at Merkle's facilities. The
agreement for the Tennessee facility expires at the end of March
2026, and the agreement for the Washington facility expires at the
end of April 2026. It
is impracticable to determine monthly commitments due to large
fluctuations in power usage and as such a commitment over the
contract life has not been determined. The agreement is for
services with no identifiable assets, therefore, there is no right
of use asset associated with the agreement.
15. RELATED
PARTY TRANSACTIONS
Key management compensation - all amounts in $000's
Key management includes Directors (executive and non-executive) and
senior management. The compensation paid to related parties in
respect of key management for employee services during the period
was made only from Argo Blockchain PLC, amounting to:
● $47 (2024
- $68) to Webslinger Advisors Inc. in respect of fees of Matthew
Shaw (Non-executive director)
●
$73 (2024 - $63) in respect of fees for Maria Perrella
(Non-executive director)
●
$77 (2024 - $68) in respect of fees for Raghav Chopra
(Non-executive director)
Total director fees and remuneration, paid directly and indirectly,
totalled $470 (2024: $541).
16. SUBSEQUENT
EVENTS
In September 2025, the Group entered into a First Amended and
Restated Restructuring Plan Support Agreement with Growler Mining,
LLC n/k/a Growler Mining Tuscaloosa, LLC and 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, the Group 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.
In September 2025, Charlotte Proctor-Worrall was promoted to Chief
Financial Officer.
In August 2025, Raghav Chopra resigned as a Director of the
Group.
In July 2025, the Group received a letter from Nasdaq Market LLC
("Nasdaq") notifying that the Group's American Depositary Shares
would be delisted from The Nasdaq Global Select Market. In
August 2025, the Group requested for continued listing on the The
Nasdaq Global Select Market. In September 2025, Nasdaq
granted the Group's request for continued listing on The Nasdaq
Global Select Market, subject
to the condition that the Group demonstrates compliance with all
applicable listing rules on or before 14 January
2026.
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 September, 2025
|
ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Officer
|
