SCHEDULE: Argo Blockchain Plc: Growler Mining Increases Stake to 88.59%

Argo Blockchain Plc has entered into a subscription facility agreement with Growler Mining Tuscaloosa, LLC, increasing Growler's beneficial ownership to 88.59% of the company's ordinary shares.

Summary

• Growler Mining Tuscaloosa, LLC, through its sole owner Luther S. Pate, IV, has increased its beneficial ownership of Argo Blockchain Plc's ordinary shares to 28,004,168,880, representing 88.59% of the total outstanding shares.
• This increase is a result of a Subscription Facility Agreement entered into on March 26, 2026, allowing Argo Blockchain to draw up to $5,000,000 in capital from Growler over a 12-month period.
• An initial tranche of $2,500,000 was funded on March 26, 2026, resulting in the issuance of 1,831,016,880 ordinary shares (represented by 847,693 Restricted ADSs).
• Prior payments totaling $1,259,297.68 made by Growler to Argo Blockchain between December 2025 and January 2026 were converted into equity, resulting in an additional 922,687,200 ordinary shares (represented by 427,170 Restricted ADSs).
• The total number of ordinary shares issued in this initial phase is 2,753,704,080, represented by 1,274,863 Restricted ADSs.
• The subscription price for each tranche is based on 100% of the average Nasdaq Official Closing Price over the five trading days preceding the drawdown notice, with a floor price of $1.00 per ADS.
• The aggregate number of ordinary shares issuable under the agreement is capped at 19.99% of the company's outstanding shares as of March 26, 2026, unless shareholder approval is obtained.
• Argo Blockchain is required to file a resale registration statement for the issued ADSs within 45 days of March 26, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral to slightly positive development. While securing capital is positive, the significant increase in ownership by a single entity and the conditions tied to auditor's going-concern opinion suggest underlying financial challenges.

Positives

• Secured a significant capital facility of up to $5,000,000 from a major shareholder, Growler Mining Tuscaloosa, LLC.
• Successfully executed an initial tranche of $2,500,000 and a true-up conversion of prior payments, strengthening the company's financial position.
• Growler Mining's increased stake to 88.59% indicates strong support and confidence from a key investor.
• The pricing mechanism for future tranches is tied to the market price of ADSs, potentially offering favorable terms for the company.
• Argo Blockchain has secured a commitment for capital over a 12-month period, providing financial runway.

Negatives

• The company is reliant on a single investor for a substantial portion of its capital needs.
• The significant ownership concentration by Growler Mining could limit future strategic options or attract regulatory scrutiny.
• The issuance of shares is subject to a 19.99% Exchange Cap, requiring shareholder approval for further issuances beyond this limit.
• The company's auditor confirmation supporting a going-concern opinion is a condition for each tranche drawdown, suggesting potential going-concern issues.

Risks

• The company's ability to secure future tranches is contingent on auditor confirmation of a going-concern opinion.
• The ADSs could be delisted from Nasdaq, which would allow the subscriber to terminate the commitment.
• A Material Adverse Change in the company's business, operations, assets, financial condition, or prospects could lead to termination of the agreement.
• The company may face challenges in obtaining shareholder approval to exceed the 19.99% Exchange Cap.
• The company is subject to Nasdaq Listing Rule 5635(d) regarding minimum pricing for share issuances.
• The restricted nature of the issued ADSs may limit their immediate marketability and liquidity for the investor.

Future Outlook

Argo Blockchain Plc has secured a commitment for up to $5,000,000 in capital from Growler Mining Tuscaloosa, LLC over the next 12 months. The company will need to meet certain conditions for each drawdown, including auditor confirmation of a going-concern opinion. The company is also obligated to file a resale registration statement for the issued ADSs within 45 days.

Management Comments

• Growler Mining Tuscaloosa, LLC, of which Luther S. Pate, IV is the sole owner, member, and manager, exercises voting and investment control over all securities held by Growler.
• The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may acquire additional securities or dispose of existing holdings depending on various factors.
• The Reporting Persons do not currently have any plan or proposal that would result in or relate to any of the transactions or changes enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D other than as described herein.

Industry Context

StockSavvy.ai notes that this filing reflects a common strategy for blockchain and cryptocurrency mining companies to secure funding through equity facilities, especially when facing financial pressures or seeking to expand operations. The reliance on a single investor and the conditions tied to auditor's going-concern opinions highlight the capital-intensive and often volatile nature of this industry.

Comparison to Industry Standards

• The pricing mechanism, based on a 5-day average Nasdaq Official Closing Price, is a standard approach for equity facilities to mitigate dilution compared to fixed-price offerings.
• The 19.99% Exchange Cap is a typical limit imposed by stock exchange rules (like Nasdaq) to prevent excessive dilution without shareholder approval.
• The requirement for auditor confirmation of a going-concern opinion is a critical condition for funding tranches, reflecting the financial scrutiny faced by companies in the crypto mining sector.
• Companies like Marathon Digital Holdings and Riot Platforms have also utilized various forms of equity financing, including at-the-market (ATM) offerings and structured equity facilities, to manage their capital needs and operational expenses.

Related Party Transactions

• The entire transaction involves Growler Mining Tuscaloosa, LLC, a significant investor, and Argo Blockchain Plc. Luther S. Pate, IV is the sole owner, member, and manager of Growler Mining and exercises control over the securities held by Growler.

Stakeholder Impact

• Shareholders: Dilution risk exists if further tranches are drawn and the Exchange Cap is exceeded without shareholder approval. The increased control by Growler Mining may also influence future corporate decisions.
• Creditors: The capital infusion could improve the company's ability to meet its debt obligations.
• Employees: Continued operations and potential expansion funded by this capital could secure employment.
• Suppliers: Improved financial stability may ensure timely payments to suppliers.

Next Steps

• Argo Blockchain must file a resale registration statement on Form F-3 covering the issued ADSs on or before May 10, 2026.
• Growler Mining may request additional tranches of capital up to the remaining $2,500,000 commitment, subject to the conditions outlined in the Subscription Facility Agreement.
• The company will continue to operate under the terms of the Subscription Facility Agreement until March 26, 2027, or until the full commitment is utilized or the agreement is terminated.

Key Dates

Recommendation

The filing indicates a significant capital infusion from a major shareholder, which provides financial stability. However, the high concentration of ownership and the conditions for future funding (including auditor's going-concern opinion) suggest ongoing financial challenges and potential dilution risks. A 'hold' recommendation is appropriate pending further clarity on the company's operational performance and ability to meet going-concern requirements.

Keywords

Argo Blockchain, Schedule 13D, Growler Mining, Subscription Facility Agreement, Capital Raise, Ordinary Shares, ADSs, Luther S. Pate, IV, SEC Filing, Blockchain, Cryptocurrency Mining