SCHEDULE: Growler Mining Takes 87.5% Stake in Argo Blockchain Post-Restructuring

Growler Mining Tuscaloosa, LLC has acquired an 87.5% beneficial ownership in Argo Blockchain Plc following a comprehensive restructuring plan, injecting $3.5 million cash and releasing a $7.7 million loan.

Summary

• Growler Mining Tuscaloosa, LLC and its sole owner, Luther S. Pate, IV, now beneficially own 87.5% of Argo Blockchain Plc's outstanding Ordinary Shares.
• This ownership was acquired through 11,690,030 restricted American Depositary Shares (ADSs), representing 25,250,464,800 Ordinary Shares.
• The acquisition is a result of a Restructuring Plan for Argo Blockchain Plc, which became effective on December 11, 2025, and was implemented on December 15, 2025.
• Growler's contributions included releasing claims under a $7.7 million secured loan facility, transferring its wholly-owned subsidiary USCo (holding cryptocurrency mining assets) to Argo, and making a $3.5 million cash contribution.
• As part of the restructuring, Argo Blockchain's Ordinary Shares were delisted from the London Stock Exchange and are now quoted on a matched bargain share dealing facility with JP Jenkins for six months.
• Ralfe Hickman, Growler's director nominee, was elected to Argo Blockchain's board of directors.

Sentiment

Score: 7

Explanation: The filing indicates a successful completion of a significant restructuring plan, which typically stabilizes a company facing financial distress. The injection of capital and debt relief are positive, though the delisting and high concentration of ownership suggest a major shift in the company's public market profile and control. It's a necessary step for survival and potential future growth, but not without implications for existing minority shareholders.

Positives

• Argo Blockchain Plc successfully completed a Restructuring Plan, which included a significant capital injection and debt relief.
• Growler Mining Tuscaloosa, LLC provided $3.5 million in cash to support post-implementation operations.
• Growler released claims under a $7.7 million secured loan facility, reducing Argo's debt burden.
• The transfer of Growler's subsidiary, USCo, brings additional cryptocurrency mining and other assets to Argo Blockchain.
• The new ownership structure provides a clear path forward for the company with a major strategic investor.

Negatives

• Argo Blockchain's Ordinary Shares were delisted from the London Stock Exchange.
• The ADSs acquired by Growler are restricted and subject to transfer limitations under U.S. securities laws.
• The significant dilution for existing shareholders not participating in the restructuring is implied by Growler's 87.5% stake.

Risks

• The restricted ADSs are subject to transfer limitations under U.S. securities laws, including restrictive legends and requirements for legal opinions and issuer instructions prior to any transfer, cancellation, or exchange.
• The delisting from the London Stock Exchange may impact liquidity and accessibility for certain investors.
• Future actions by the Reporting Person (Growler) will be dependent on an ongoing evaluation of the Issuer's business, financial condition, operations, prospects, price levels, market conditions, and alternative opportunities, indicating potential for future changes in investment strategy.

Future Outlook

Growler Mining Tuscaloosa, LLC intends to continuously review its investment in Argo Blockchain Plc. Future actions, including acquiring additional securities or disposing of current holdings, will depend on an ongoing evaluation of Argo's business, financial condition, operations, prospects, market conditions, and alternative investment opportunities.

Management Comments

• Mr. Pate, as sole owner, member, and manager of Growler, has sole power to vote and dispose of the securities reported herein.

Industry Context

This transaction reflects a significant consolidation of ownership in the cryptocurrency mining sector, with a major investor taking a controlling stake in a publicly traded entity. The delisting from a major exchange and subsequent private trading facility suggests a strategic shift, potentially towards a more focused operational turnaround under new primary ownership, common in distressed asset restructuring within volatile industries like crypto mining.

Management Changes

Corporate Governance

Related Party Transactions

• Growler Mining Tuscaloosa, LLC, now a majority owner, released claims under a $7.7 million secured loan facility previously provided to Argo Blockchain Plc.
• Growler transferred its wholly-owned subsidiary, USCo, holding cryptocurrency mining and other assets, to Argo Blockchain Plc.
• Growler made a $3.5 million cash contribution to Argo Blockchain Plc.

Stakeholder Impact

• Shareholders: Existing shareholders not involved in the restructuring likely experienced significant dilution due to the issuance of 25,250,464,800 Ordinary Shares to Growler, resulting in Growler owning 87.5% of the company. The delisting from the London Stock Exchange also impacts liquidity and accessibility for public shareholders.
• Creditors: The release of a $7.7 million secured loan facility by Growler reduces Argo Blockchain's debt burden.
• Employees/Operations: The $3.5 million cash injection and transfer of mining assets are intended to support post-implementation operations, potentially stabilizing the company and securing jobs.

Next Steps

• Argo Blockchain's Ordinary Shares will be quoted on a matched bargain share dealing facility with JP Jenkins for a period of six months.
• Growler Mining Tuscaloosa, LLC will continue to review its investment in Argo Blockchain Plc on an ongoing basis.

Key Dates

Keywords

Argo Blockchain, Growler Mining, Schedule 13D, Cryptocurrency Mining, Restructuring Plan, SEC Filing, Beneficial Ownership, ADS, ADR, London Stock Exchange Delisting, Corporate Governance, Capital Injection, Debt Restructuring