Argo Blockchain Secures $7.5M Loan and Amends Restructuring Deal with Growler

The facility is secured and comes with Security Agreements. Other key terms are “consistent with those announced on 30 June 2025”. Translation: it’s a survival line to keep the lights on while the plan moves through the courts.

Key item	Detail
Amended RSA signed	9 September 2025
Loan facility size	Up to US$7.5 million
Initial draw	Approximately US$3.26 million
Security	Secured facility with Security Agreements
Expected Growler stake	Anticipated to exceed 80% of equity
First court hearing	Late October 2025 (target)
Plan effective date (if sanctioned)	Early- to mid-December 2025 (target)

Rule 9 waiver under the UK Takeover Code – what to know

If Growler ends up with at least 80% of voting rights, it obviously passes the 30% threshold that would normally trigger a mandatory takeover offer under Rule 9 of the Takeover Code. To avoid that outcome, the Recapitalization Plan is conditional on the Takeover Panel agreeing to waive the Rule 9 obligation, subject to independent shareholders approving that waiver.

If shareholders don’t approve the plan and the Rule 9 waiver, Argo says it will still seek court sanction on a “no worse off” basis and ask the Panel for a dispensation under section 2(c) of the Introduction to the Code, to facilitate the rescue of a company in serious financial difficulty.

How the court can sanction the plan (Part 26A in plain English)

Under Part 26A, the High Court can sanction a restructuring plan even if not all classes vote in favour, provided two key tests are met:

• At least one class of creditors or members that is “in the money” approves the plan; and
• Any dissenting class would be no worse off than under the “Relevant Alternative”.

Argo states that if the 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. That gives you a strong hint about what the “Relevant Alternative” could be in the court’s eyes.

Implications for shareholders and bondholders

The positives

• Liquidity secured: the US$7.5 million facility keeps Argo funded through the court timetable.
• Creditor support: the Amended RSA signals continued alignment with Growler, the key financing partner.
• Balance sheet reset: management aims for a “significantly deleveraged” company and a longer-term strategic relationship with Growler.

The watch-outs

• Major dilution: Growler is anticipated to own more than 80% post-transaction, with bondholders also receiving equity. Existing holders keep their shares but on a much smaller slice of the pie.
• Valuation not disclosed: the final split depends on valuation work and court decisions, so outcomes for each class remain uncertain.
• Conditionality: further loan draws depend on the Amended RSA remaining in force and other conditions.
• Downside if it fails: if the plan is not consummated, insolvency proceedings may be pursued across multiple jurisdictions.

Key dates and catalysts investors should track

• Late October 2025: expected first court hearing for the Recapitalization Plan.
• Shareholder process: independent shareholder vote on the Rule 9 waiver (required for the Panel’s waiver).
• Early- to mid-December 2025: target for the plan to become effective, if sanctioned by the Court.
• Loan drawdowns: additional funding draws contingent on the Amended RSA staying in effect.

My take: a pragmatic survival deal with high dilution risk

This update reads as pragmatic crisis finance. The Amended RSA and the US$7.5 million secured facility give Argo a workable funding bridge and a clear path to a court-led recapitalisation. If it lands as signposted, Argo emerges lighter on debt with Growler as the anchor owner and partner.

For existing shareholders, the trade-off is stark: avoid the Relevant Alternative, but accept substantial dilution, with Growler expected to exceed 80% ownership and bondholders converting into equity. For bondholders, the equity-for-debt swap remains on the table, though potentially on tighter terms than the original RSA.

Bottom line: this is about keeping Argo operating while resetting the capital structure. Success hinges on valuation negotiations, the Rule 9 waiver process, and the Court’s assessment that stakeholders are no worse off than under the alternative. Until sanction, risk stays elevated – but at least now, liquidity is in place to reach the finish line.