Announcement • Oct 22
Argo Blockchain Announces Intention to Delist Ordinary Shares from London Stock Exchange Following Court Sanction of Restructuring Plan As previously announced by Argo Blockchain plc (LSE: ARB), the Company is undertaking a recapitalisation by way of a restructuring plan under Part 26A of the Companies Act 2006 (the "Restructuring Plan"). Today, Argo has published a practice statement letter which is the first document in the Restructuring Plan process. Subject to the Court sanctioning the Restructuring Plan, it is the Company's intention to cancel the listing of the Company's ordinary shares ("Ordinary Shares") on the Equity Shares (Transition) category of the Official List of the Financial Conduct Authority ("FCA") and to cancel the trading of its Ordinary Shares on the Main Market of the London Stock Exchange (the "Delisting"). It is the Company's intention to maintain its listing on Nasdaq. As a company listed on the Equity Shares (Transition) category, the Company is not required to obtain the approval of its shareholders for the Delisting but is required under UK Listing Rule 21.2.17 to give at least 20 business days' notice of the intended cancellation. Accordingly, the Company has requested that: (i) the FCA cancel the listing of the Ordinary Shares on the Official List of the FCA; and (ii) the London Stock Exchange cancels the admission to trading of the Ordinary Shares on the Main Market for listed securities of the London Stock Exchange. Conditional upon the Restructuring Plan being sanctioned by the Court, it is anticipated that the Delisting will become effective from 8:00 a.m. (London time) on December 9, 2025. Therefore, the last day of dealings in the Ordinary Shares on the Main Market is expected to be December 8, 2025. Investors holding Shares following the Delisting will continue to be entitled to exercise all the rights attaching to the Shares. The principal effects of the Delisting will be that the Ordinary Shares will no longer be tradeable on the London Stock Exchange. It is, however, the Company's intention to maintain its Nasdaq listing; the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on the London Stock Exchange will no longer apply; shareholders will no longer be afforded the protections given by the Listing Rules; shareholders will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules; the Company will no longer be subject to the provisions of the Market Abuse Regulation (as in force in the United Kingdom) regulating inside information and other matters; with effect from the second anniversary of Delisting, the Takeover Code will cease to apply to the Company and at that point shareholders will not benefit from the protections afforded to them by the Takeover Code; and the Delisting may have personal taxation consequences for shareholders. The Takeover Code ("Code") applies to any company which has its registered office in the U.K., the Channel Islands or the Isle of Man if any of its equity share capital (whether voting or non-voting) or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK Multilateral Trading Facility ("MTF"), or a stock exchange in the Channel Islands or the Isle of Man. The Code therefore currently applies to the Company as its Ordinary Shares are admitted to trading on the London Stock Exchange, which is a UK regulated market. The Code also applies to any company which has its registered office in the U.K., the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years. Accordingly, if the Delisting becomes effective, the Code will continue to apply to the Company for a period of two years after the Delisting, following which the Code will cease to apply to the Company. While the Code continues to apply to the Company, a mandatory offer in cash, or accompanied by a cash alternative, will be required to be made if either: (a) any person acquires an interest in Ordinary Shares which (taken together with the Ordinary Shares in which the person or any person acting in concert with that person is interested) carry 30% or more of the voting rights of the Company; or (b) any person, together with persons acting in concert with that person, is interested in Ordinary Shares which in the aggregate carry not less than 30% of the voting rights of a Company but does not hold Ordinary Shares carrying more than 50% of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other Ordinary Shares which increases the percentage of Ordinary Shares carrying voting rights in which that person is interested. New Risk • Sep 30
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$29m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$29m free cash flow). Share price has been highly volatile over the past 3 months (39% average weekly change). Negative equity (-US$37m). Earnings have declined by 31% per year over the past 5 years. Minor Risk Market cap is less than US$100m (UK£14.1m market cap, or US$18.9m). 
