ARBKF Argo Blockchain PLC (PK)

Non-IFRS Measures

 

The following table shows a reconciliation of gross margin to Bitcoin and Bitcoin Equivalent Mining Margin, the most directly comparable IFRS measure, for the periods ended 30 June 2022 and 30 June 2021.

 

 

	Period ended	Period ended
	30 June 2022	30 June 2021
	(unaudited)	(unaudited)
	£'000	£'000
Gross (loss)/profit	(34,413)	14,533
Gross margin	(129%)	47%
Depreciation of mining equipment	10,852	4,758
Change in fair value of digital currencies	36,025	6,407
Realised loss/(gain) on sale of digital currencies	6,372	(219)
Non mining revenue	-	(1,148)
Mining Profit	18,836	24,331
Bitcoin and Bitcoin Equivalent Mining Margin	71%	81%

	Period ended	Period ended
	30 June 2022	30 June 2021
	(unaudited)	(unaudited)
	£'000	£'000
(Loss) / Profit after taxation	(30,504)	7,214
Interest expense	3,477	411
Income tax (credit)/expense	(6,386)	3,484
Depreciation/Amortisation	11,718	4,870
Share based payment	2,816	1,568
Change in fair value of digital currencies	36,025	6,407
Adjusted EBITDA	17,146	23,954

Argo Blockchain
Peter Wall Chief Executive	via Tancredi +44 203 434 2334
finnCap Ltd
Corporate Finance Jonny Franklin-Adams Tim Harper Joint Corporate Broker Sunila de Silva	+44 207 220 0500
Tennyson Securities
Joint Corporate Broker Peter Krens	+44 207 186 9030
OTC Markets
Jonathan Dickson jonathan@otcmarkets.com	+44 204 526 4581 +44 7731 815 896
Tancredi Intelligent Communication UK & Europe Media Relations
Emma Valgimigli Fabio Galloni-Roversi Monaco Nasser Al-Sayed argoblock@tancredigroup.com	+44 7727 180 873 +44 7888 672 701 +44 7915 033 739

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

		Period ended	Period ended
		30 June 2022	30 June 2021
		(unaudited)	(unaudited)
	Note	£'000	£'000
Revenues	5	26,700	31,086
Direct costs		(18,716)	(10,365)
Change in fair value of digital currencies	12	(42,397)	(6,188)
Gross (loss) / profit		(34,413)	14,533
Operating costs and expenses		(9,846)	(2,293)
Share based payment		(2,816)	(1,568)
Foreign exchange		10,265	437
Operating (loss) / profit		(36,810)	11,109
Gain on settlement of contingent consideration		4,038	-
Gain on sale of investment		133	-
Fair value (loss) of investments		(284)	-
Finance cost		(3,477)	(411)
Equity accounted loss from associate		(490)	-
(Loss) / profit before taxation		(36,890)	10,698
Income tax credit / (expense)	7	6,386	(3,484)
(Loss) / Profit after taxation		(30,504)	7,214
Other comprehensive income
Items which may be subsequently reclassified to profit or loss:
-     Currency translation reserve -     Equity accounted OCI from associate		(4,413)   (8,318)	(361)   -
-     Fair value loss on intangible digital assets		(414)	-
Total other comprehensive income, net of tax		(13,145)	(361)
Total comprehensive income attributable to the equity holders of the Company		(43,649)	6,853
Earnings per share attributable to equity owners (pence)
Basic earnings per share	6	(6.5p)	1.9p
Diluted earnings per share - restricted	6	(6.5p)	1.8p

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

		As at	As at
		30 June 2022	31 December 2021
		(unaudited)	(audited)
	Note	£'000	£'000
ASSETS
Non-current assets
Investments at fair value through income and loss		135	403
Investments accounted for using the equity method	8	5,009	13,817
Intangible fixed assets	9	3,602	5,604
Property, plant and equipment	10	157,795	111,604
Right of use assets	10	374	350
Total non-current assets		166,915	131,778
Current assets
Trade and other receivables	11	99,448	63,359
Digital assets	12	28,092	80,759
Cash and cash equivalents		9,210	11,803
Total current assets		136,750	155,921
Total assets		303,665	287,699
EQUITY AND LIABILITIES
Equity
Share capital	13	478	468
Share premium	13	143,752	139,581
Share based payment reserve	14	4,689	1,905
Currency translation reserve	14	(4,380)	33
Fair value reserve		-	414
Other comprehensive (loss)/income of equity accounted associate		(1,747)	6,571
Accumulated surplus	14	22,366	52,838
Total equity		165,158	201,810
Current liabilities
Trade and other payables	15	17,633	15,245
Contingent consideration		-	8,071
Loans and borrowings	16	44,716	23,391
Income tax		2,439	7,679
Deferred tax		-	286
Lease liability		11	7
Total current liabilities		64,799	54,679
Non-current liabilities
Deferred tax		442	541
Issued debt - bond	16	32,892	26,908
Loans and borrowings	16	39,989	3,391
Lease liability		385	370
Total liabilities		138,507	85,889
Total equity and liabilities		303,665	287,699

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

	Share capital	Share premium	Currency translation reserve	Share based payment reserve	Fair value reserve	Other comprehensive income of associates	Accumulated surplus/ (deficit)	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2022	468	139,581	33	1,905	414	6,571	52,838	201,810
Total comprehensive profit for the period:
Loss for the period	-	-	-	-	-	-	(30,504)	(30,504)
Other comprehensive income	-	-	(4,413)	-	(414)	(8,318)	-	(13,145)
Total comprehensive income for the period	-	-	(4,413)	-	(414)	(8,318)	(30,504)	(43,649)
Transactions with equity owners:
Stock based compensation charge	-	-	-	2,816	-	-	-	2,816
Common stock options/warrants exercised	10	4,171	-	(32)	-	-	32	4,181
Balance at 30 June 2022	478	143,752	(4,380)	4,689	-	(1,747)	22,366	165,158

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 2021	304	1,540	443	75	21,965	24,327
Total comprehensive income for the period:
Profit for the period	-	-	-	-	7,214	7,214
Other comprehensive income	-	-	(361)	-	-	(361)
Total comprehensive income for the period	-	-	(361)	-	7,214	6,853
Transactions with equity owners:
Common stock to be issued*	-	11	-	-	-	11
Issue of common stock net of issue costs	78	53,766	-	-	-	53,844
Stock based compensation charge	-	-	-	1,568	-	1,568
Common stock options/warrants exercised	-	-	-	(568)	568	-
Common stock options/warrants lapsed/expired	-	-	-	(83)	83	-
Total transactions with equity owners	78	53,777	-	917	651	55,423
Balance at 30 June 2021	382	55,317	82	992	29,830	86,603

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

		Period ended		Period ended
		30 June 2022		30 June 2021
		(unaudited)		(unaudited)
	Note	£'000		£'000
Cash flows from operating activities
(Loss) / profit before taxation		(36,890)		10,698
Adjustments for:
Depreciation/Amortisation		11,718		4,870
Foreign exchange movements		(10,266)		25
Finance cost		3,477		411
Fair value change in digital assets through profit or loss		36,025		-
Investment fair value movement		284		-
Gain on investment		(133)		-
Impairment of intangible digital assets		3,009		-
Share of loss from associate		490		-
Gain on settlement of contingent consideration		(4,038)		-
Share based payment expense		2,816		1,568
Working capital changes:
(Increase) in trade and other receivables	11	(928)		(2,095)
Increase in trade and other payables	15	2,388		15,246
Decrease/(increase) in digital assets	12	16,642		(28,351)
Net cash flow from operating activities		24,594		2,372
Investing activities
Acquisition of subsidiaries, net of cash acquired		-		(272)
Proceeds from sale of investment		133		-
Investment in associate	8	-		(7,353)
Other investments		-		(219)
Purchase of tangible fixed assets*	9	(49,243)		(6,883)
Mining equipment prepayments		(35,431)		(35,471)
Net cash used in investing activities		(84,541)		(50,198)
Financing activities
Proceeds from borrowings	16	66,331		14,375
Lease payments		(13)		(1,734)
Loan repayments		(8,393)		-
Interest paid		(3,477)		(411)
Proceeds from shares issued		116		49,593
Net cash generated from financing activities		54,564		61,823
Net (decrease)/increase in cash and cash equivalents		(5,383)		13,997
Effect of foreign exchange changes in cash		2,790		-
Cash and cash equivalents at beginning of period		11,803		2,051
Cash and cash equivalents at end of period		9,210		16,048

NOTES TO THE CONDENSED 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 9th Floor, 16th Great Queen Street, London, England, WC2B 5DG. The company was incorporated on 5 December 2017 as GoSun Blockchain Limited and changed its name to Argo Blockchain Limited on 21 December 2017. Also on 21 December 2017, the company re-registered as a public company, Argo Blockchain plc. Argo Blockchain plc acquired a 100% subsidiary, Argo Innovation Labs Inc. (together "the Group"), incorporated in Canada, on 12 January 2018.

 

On 4 March 2021 the Group acquired 100% of the share capital of DPN LLC and was merged into new US entity Argo Innovation Facilities (US) Inc (also 100% owned by Argo Blockchain plc).

 

On 11 May 2021 the Group acquired 100% of the share capital of 9377-2556 Quebec Inc and 9366-5230 Quebec Inc. These are held by Argo Innovation Labs Inc. (Canada).

 

The principal activities of the group are that of crypto asset mining and investing in crypto assets and non-fungible tokens.

 

The ordinary shares of the Group are listed under the trading symbol ARB on the London Stock Exchange. The American Depositary Receipt of the Group are listed under the trading symbol ARBK on Nasdaq. The Group 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 2022 have been prepared in accordance with IAS 34 'Interim Financial Reporting' and presented in sterling. They do not include all of 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 2021, which have been prepared in accordance with UK-adopted international accounting standards and 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 2021.

 

 

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 as set out below.

 

Segmental reporting

The directors consider that the Group has only one significant reporting segment being crypto mining which is fully earned by a Canadian subsidiary.

 

Derivative financial instruments

The Group uses derivative financial instruments to hedge its exposure to commodity risks (namely the price of Bitcoin) arising from operating, financing and investing activities. The Group does not hold or issue derivative financial instruments for trading purposes.

 

Derivative financial instruments are recognised and stated at fair value.

 

 

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 2022. The adoption of these standards and amendments did not have any material impact on the financial result of 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
IAS 1	Amendments - Presentation and Classification of Liabilities as Current or Non-current	1 January 2023
IAS 8	Amendments - Definition of Accounting Estimates	1 January 2023

 

The Group has not early adopted any of the above standards and intends to adopt them when they become effective.

 

 

5.         REVENUES

 

 

	Period ended 30 June 2022 (unaudited)		Period ended 30 June 2021 (unaudited)
	£'000		£'000
Crypto currency mining - worldwide	26,700		29,937
Crypto currency management fees - United States	-		1,148
Total revenue	26,700		31,085

Due to the nature of Crypto currency mining, it is not possible to provide a geographical split of the revenue stream.

 

Crypto currency mining revenues are recognised at a point in time.

 

Crypto currency management fees are services recognised over time.

 

 

6.         EARNINGS PER SHARE

 

 

The basic earnings per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of shares in issue.

 

 

 

	Period ended 30 June 2022 (unaudited)	Period ended 30 June 2021 (unaudited)
Net (loss)/profit for the period attributable to ordinary equity holders from continuing operations (£000)	(30,504)	7,214
Weighted average number of ordinary shares in issue	469,182,463	381,832,335
Basic earnings per share for continuing operations (pence)	(6.5)	1.9
Net (loss)/profit for the period attributable to ordinary equity holders for continuing operations (£000)	(30,504)	7,214
Diluted number of ordinary shares in issue	475,067,159	393,091,232
Diluted earnings per share for continuing operations (pence) - restricted	(6.5)	1.8
The Group has in issue 18,396,397 warrants and options at 30 June 2022 (2021: 11,258,897).

 

 

7.         TAXATION

 

		Period ended 30 June 2022 (unaudited)	Period ended 30 June 2021 (unaudited)
		£'000	£'000
Income tax (credit)/expense - foreign tax		(6,000)	3,484
Deferred tax (credit)/expense		(386)	2,568
Taxation charge in the financial statements		(6,386)	3,484

 

No deferred tax asset has been recognised in respect of UK 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:

 

 

		Period ended 30 June 2022 (unaudited)	Period ended 30 June 2021 (unaudited)
		£'000	£'000
(Loss)/Profit before taxation		(36,890)	10,698
Expected tax (credit)/charge based on a weighted average of 25% (2020 - 24%) (UK, US and Canada)		(16,404)	2,568
Effect of expenses not deductible in determining taxable profit		40	32
Capital allowances in excess of depreciation		(5,589)	323
Other tax adjustments		11,588	1,838
Losses utilised re prior years*		(7,005)	(1,790)
Origination and reversal of temporary differences		3,936	256
Unutilised tax losses carried forward		7,048	257
Taxation (credit)/charge in the financial statements		(6,386)	3,484

 

 

*During the period the tax charge in respect of the year ended 31 December 2021 in respect of the taxable charge for Argo Innovation Labs Inc was finalised and it was agreed losses previously not accepted as deductible were deductible and as a result the liability for that year was reduced.

 

 

 

8.         INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

 

	Period ended 30 June 2022 (unaudited)	Year ended 31 December 2021 (audited)
	£'000	£'000
Opening balance	13,817	-
Acquired during the period	-	8,444
Share of loss	(490)	(1,198)
Share of fair value (loss)/gain on intangible assets through other comprehensive income	(8,318)	6,571
Total Associates	5,009	13,817

 

 

Set out below are the associates of the Group as at 30 June 2022, which, in the opinion of the Directors, significant influence is held. The associate as listed below has share capital consisting solely of ordinary shares, which are held directly by the Group. The country of incorporation or registration is also their principal place of business.

 

Nature of investment in associates 2022 and 2021:

 

Name of entity	Address of the registered office	% of ownership interest	Nature of relationship	Measurement method
Pluto Digital PLC	Hill Dickinson LLP, 8th Floor The Broadgate Tower, 20 Primrose Street, London, United Kingdom, EC2A 2EW	24.65%	Refer below	Equity

 

On 3 February 2021 Argo invested in Pluto Digital PLC ("Pluto"), a crypto venture capital and technology company. The investment was satisfied with 75,000 Polkadot with a fair value at that date of £1,091,850. Further to this in a second round of funding the Group invested an additional £7,352,970 on 8 March 2021.

Argo owns 24.65% of the total share capital and voting rights of the business and is entitled to nominate one director to the Pluto Board of Directors.

 

Pluto is a crypto technology company that connects Web 3.0 decentralised technologies to the global economy. Pluto identifies key emerging areas and projects in the crypto sphere, then deploys its business, networks and technical expertise to create value for crypto partners, projects and Pluto shareholders.

 

Pluto incubates and advises digital asset projects based on decentralised technologies, decentralised finance and networks such as Ethereum and Polkadot. Additionally, Pluto supports the operation of proof-of-stake networks by staking and operating validator nodes. Pluto represents a strategic partnership for the Group as it diversifies its activities in the crypto space.

 

Pluto Digital PLC is an unlisted company and there is no quoted market price available for its shares.

There are no contingent liabilities relating to the Group's interest in the associates.

 

Summarised financial information for associates

 

Set out below is the summarised financial information for Pluto Digital plc which is accounted for using the equity method.

 

 

 

			Pluto Digital plc
			As at 30 June
			2022 £000's
Net assets			18,033

 

 

Summarised Statement of Comprehensive Income, Pluto Digital plc

 

			Period ended June 2022 £000's
Loss from continuing operations			(3,046)
Interest expense, net of income			(179)
Income tax expense			1,240
Post-tax loss from continuing operations			(1,985)
Other comprehensive loss			(33,736)
Total comprehensive Income			(35,721)

 

 

The information above reflects the amounts presented in the management accounts of the associate (and not Argo Blockchain Plc's share of those amounts) adjusted for differences in accounting policies between the Group and the associate.

 

 

9.         INTANGIBLE FIXED ASSETS NOTE

 

 

 

Group		Goodwill	Digital assets			Website		2022 Total
		£'000	£'000			£'000		£'000
Cost
At 1 January 2022		80	5,424			671		6,175
Additions		-	5,841			-		5,841
Disposals		-	(4,087)			-		(4,087)
At 30 June 2022		80	7,178			671		7,929
Amortisation and impairment
At 1 January		-	121			450		571
Foreign exchange movement		35	204			23		262
Impairment		-	3,009			-		3,009
Fair value loss/(gain)		-	413			-		413
Amortisation charged during the period		-	-			72		72
At 30 June 2022		35	3,747			545		4,327
Balance At 30 June 2022		45	3,431			126		3,602
Digital assets are cryptocurrencies not mined by the Group. The Group held crypto assets during the year, which are recorded at cost on the day of acquisition. Movements in fair value between acquisition (date mined) and disposal (date sold), and the movement in fair value in crypto assets held at the year end, impairment of the intangible assets and any increase in fair value are recorded in the fair value reserve.   The digital assets held below are held in Argo Labs (a division of the Group) as discussed above. The assets are all held in secure custodian wallets controlled by the Group team and not by individuals within the Argo Labs team.   The assets detailed below are all accessible and liquid in nature. Those assets (immaterial in total) held longer term are inaccessible for a period of time have been valued either at cost or £nil depending upon the information available as at the year end.
As at 30 June 2022					Coins/tokens		Fair value
Crypto asset name							£'000
Polkadot - DOT					120,886		693
Ethereum - ETH					605		526
Solana - SOL					9,365		256
Cosmos Hub - ATOM					27,938		183
ASTRA					-		112
Alternative coins					-		1,661
At 30 June 2022							3,431

 

 

 

 

 

 

10.       TANGIBLE FIXED ASSETS

 

Group	Right of use Assets	Office Equipment	Mining and Computer Equipment	Assets Under Construction	Leasehold Improvements	Data centres		Motor vehicles	Total
	£'000	£'000	£'000	£'000	£'000	£'000		£'000	£'000
Cost
At 1 January 2022	358	49	58,499	61,306	85	10,466		-	130,763
Foreign exchange movement	32	-	2,476	6,805	8	975		-	10,296
Additions	-	27	41,353	6,344	1	8,742		53	56,520
Disposals	-	-	(12,340)	-	-	-		-	(12,340)
Transfer to another class	-	-	-	(74,455)	-	74,455		-	-
At 30 June 2022	390	76	89,988	-	94	94,638		53	185,239
Depreciation and impairment
At 1 January 2022	8	-	18,507	-	65	229			18,809
Foreign exchange movement	-	-	1,612	-	6	59		-	1,677
On disposals	-	-	(5,063)	-	-	-		-	(5,063)
Depreciation charged during the period	8	5	10,839	-	10	782		2	11,646
At 30 June 2022	16	5	25,895	-	81	1,070		2	27,069
Carrying amount
At 1 January 2022	350	49	39,992	61,306	20	10,237			111,954
At 30 June 2022	374	71	64,093	-	13	93,568		51	158,170

Note: on the face of the balance sheet the Right of Use assets are disclosed as a separate line but have been aggregated with other fixed assets above.

 

 

 

 

 

11.       TRADE AND OTHER RECEIVABLES

 

	As at 30 June 2022 (unaudited)	As at                   31 December 2021 (audited)
	£'000	£'000
Mining equipment prepayments	82,587	47,426
Hedging instrument	1,608	-
Prepayments and other receivables	12,233	13,194
Other taxation and social security	3,020	2,739
Total trade and other receivables	99,448	63,359

 

Mining equipment prepayments consist of payments made and due on mining equipment due to arrive by the end of 2022. Payments to ePIC ASIC Asia Limited ("ePIC") comprise £4.1m, Intel of £15.1m and the balance of £63.4m was paid to Bitmain in advance of machine purchases to be received after the period end.

 

Other taxation and social security consist of purchase tax recoverable in the UK and Canada. GST and QST debtors are greater than 90 days as at 30 June 2022.

 

The directors consider that the carrying amount of trade and other receivables is equal to their fair value.

 

 

 

12.       DIGITAL ASSETS

 

Group		Period ended 30 June 2022 (unaudited) £'000		Year ended           31 December 2021 (audited) £'000
At 1 January 2022 and 2021		80,759		4.637
Additions
Crypto assets mined		26,700		70,325
Crypto asset purchased and received		-		16,569
Total additions		26,700		86.894
Disposals
Crypto assets sold		(34,069)		(12,400)
Total disposals		(34,069)		(12,400)
Fair value movements
Foreign exchange		(2,901)		-
Gain/(loss) on crypto asset sales		(6,372)		437
Movements on crypto assets held at the period end		(36,025)		1,191
Total fair value movements		(45,298)		1,628
At 30 June 2022 & 31 December 2021		28,092		80,759

 

The Group mined crypto assets during the period, which are recorded at fair value on the day of acquisition. Movements in fair value between acquisition (date mined) and disposal (date sold), and the movement in fair value in crypto assets held at the year end, are recorded in profit or loss. The Group has used 1,178 as at 30 June 2022 and 1,504 Bitcoin as at 31 December 2021 as collateral for a loan.

 

As at 30 June 2022 and 31 December 2021 the above digital assets solely comprised 1,742 and 2,441 Bitcoin respectively.

 

 

13.       ORDINARY SHARES

 

		As at 30 June 2022 (unaudited) £'000	As at 31 December 2021 (audited) £'000
Ordinary share capital
Issued and fully paid
468,082,335 Ordinary Shares of £0.001 each		468	303
Issued in the period
9,742,831 Ordinary Shares of £0.001 each		10	165
477,825,166 Ordinary Shares of £0.001 each		478	468
Share premium
At beginning of the period		139,581	1,540
Issued in the period		4,171	150,977
Issue Costs		-	(12,936)
At the end of period		143,752	139,581
Acquisition of DPN LLC The acquisition of DPN LLC, effectively comprising the land acquisition in west Texas, has been treated as an asset acquisition in these condensed consolidated financial statements. In June 2022, the Company settled the contingent consideration by issuing 8,147,831 new Ordinary Shares credited as fully paid at a price per share of £0.495.

 

14.       RESERVES

 

The following describes the nature and purpose of each reserve:

 

Reserve	Description
Ordinary shares	Represents the nominal value of equity shares
Share premium	Amount subscribed for share capital in excess of nominal value
Share based payment	Represents the fair value of options and warrants granted less amounts transferred on exercise, lapse or expiry
Foreign currency translation reserve	Cumulative effects of translation of opening balances on non-monetary assets between subsidiary functional currency (Canadian dollars) and Group functional and presentational currency (Sterling).
Fair value reserve	Cumulative net gains on the fair value of intangible assets
Other comprehensive income of equity accounted associates	The other comprehensive income of any associates is recognised in this reserve
Accumulated surplus	Cumulative net gains and losses and other transactions with equity holders not recognised elsewhere.

 

15.       TRADE AND OTHER PAYABLES

 

	As at 30 June 2022 (unaudited)	As at 31 December 2021 (audited)
	£'000	£'000
Trade payables	12,531	10,259
Accruals and other payables	5,102	4,986
Total trade and other creditors	17,633	15,245

 

Within trade payables is £2.2m (2021: £10.8m) for amounts due for mining machines not yet received.

 

The directors consider that the carrying value of trade and other payables is equal to their fair value.

 

 

16.       LOANS AND BORROWINGS

Non-current liabilities	As at 30 June 2022 (unaudited) £'000		As at 31 December 2021 (audited) £'000
Issued debt - bond	32,892		26,908
Long term loans	37,081		-
Assumed mortgage on acquisition	2,908		3,391
Total	72,881		30,299
Current liabilities
Short term loans	43,876		22,239
Assumed mortgage on acquisition	840		1,152
Total	44,716		23,391

 

The mortgages are secured against the two buildings at Mirabel and Baie Comeau and are repayable over periods from 52 months to 58 months at an interest rate of lender prime + 0.6%.      

 

The Company entered into several loans to acquire mining equipment for the Helios facility in Texas. The loans are secured by the financed mining equipment. The loans have terms from 2 years to 4 years and interest rates from 8.25% to 12%.

 

 

17.       FINANCIAL INSTRUMENTS

 

	As at 30 June 2022 (unaudited) £'000	As at 31 December 2021 (audited) £'000
Carrying amount of financial assets
Measured at amortised cost
-      Mining equipment prepayments -     Trade and other receivables	82,587 5,496	47,426 13,194
-     Cash and cash equivalents	9,210	11,803
Measured at fair value through profit or loss	1,608	403
Total carrying amount of financial assets	98,901	72,826
Carrying amount of financial liabilities
Measured at amortised cost
-     Trade and other payables	17,633	10,259
-     Short term loans	44,716	23,391
-     Long term loans -     Issued Debt - bonds	39,989 32,892	3,391 26,908
-     Lease liabilities	398	377
Measured at fair value through profit or loss	-	8,071
Total carrying amount of financial liabilities	135,628	72,397

 

 

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 2022 and 31 December 2021.

	Level 1	Level 2	Level 3	Total
Assets	£'000	£'000	£'000	£'000
Financial assets at fair value through profit or loss	-	-	-	-
Equity holdings	60	-	74	134
Hedging instruments	1,608	-	-	1,608
Intangible assets - crypto assets	-	3,431	-	3,431
Digital assets	-	28,092		26,092
Total at 30 June 2022	1,668	31,523	74	33,265
	Level 1	Level 2	Level 3	Total
Assets	£'000	£'000	£'000	£'000
Financial assets at fair value through profit or loss	-	-	-	-
Equity holdings	329	-	73	402
Hedging instruments	-	-	-	-
Intangible assets - crypto assets	-	5,424	-	5,424
Digital assets	-	80,759		80,759
Total at 31 December 2021	329	86,183	73	86,585
Liabilities
Financial liabilities at fair value through profit or loss
-Deferred contingent consideration			8,071	8,071
Total at 31 December 2021			8,071	8,071

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.

 

 

18.       COMMITMENTS

 

The Group's material contractual commitments relate to the master services agreement with Core Scientific, which provides hosting, power and support services. This terminates shortly after the period end once the machine swap deal is complete.

 

 

19.       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 Innovation Labs Inc, amounting to: £20k (2021 - £18k) paid to POMA Enterprises Limited in respect of fees of Matthew Shaw (Non-executive director); £142k (2021 - £106k) paid to Vernon Blockchain Inc in respect of fees of Peter Wall (CEO); £nil (2021 - £68k) paid to Tenuous Holdings Ltd in respect of fees of Ian MacLeod (ex Executive chairman). During the period, James Savage (ex NED) was remunerated a gross salary of £nil (2021 - £15k), Marco D'Attanasio was remunerated gross fees of £nil (2021 - £15k) and Alex Appleton (CFO) through Appleton Business Advisors Limited was paid £97k (2021 - £60k) during the period.

 

Total director fees and remuneration, paid directly and indirectly, totalled £313k (2021: £221k). 

 

 

20.       CONTROLLING PARTY

 

There is no controlling party of the Group.

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: 24 August, 2022

ARGO BLOCKCHAIN PLC By:   Name: Peter Wall Title: Chief Executive Officer   Name: David Zapffe Title: General Counsel