Argo Blockchain PLC

ARGO BLOCKCHAIN PLC

Company Registration No. 11097258 (England and Wales)

ARGO BLOCKCHAIN PLC

ANNUAL REPORT AND FINANCIAL

STATEMENTS FOR THE YEAR ENDED 31

DECEMBER 2023

ARGO BLOCKCHAIN PLC

COMPANY INFORMATION

Directors

M I Shaw

T Chippas

R Chopra

M Perrella

P G Wall (resigned 9 February 2023)

A Appleton (resigned 1 February

2023)

S Gow (resigned 8 February 2023)

Company secretary

MSP Corporate Services Limited

Company number

11097258

Registered office

Argo Blockchain PLC

Eastcastle House

27/28 Eastcastle Street

London

W1W 8DH

United Kingdom

Auditor

PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London

E14 4HD

United Kingdom

Broker

Tennyson Securities

65 Petty France

London, United Kingdom

SW1 9EU

Bankers

Bank of Montreal

129 St-Jacques

Montreal

Quebec

H2Y 1L6

Canada

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

United Kingdom

Solicitors

Fladgate LLP

16 Great Queen Street

London

WC2B 5DG

United Kingdom

ARGO BLOCKCHAIN PLC

CONTENTS

COMPANY INFORMATION

........................................................................................................................

CONTENTS

................................................................................................................................................

CHAIRMAN’S STATEMENT

.......................................................................................................................

BOARD OF DIRECTORS

...........................................................................................................................

STRATEGIC REPORT

...............................................................................................................................

DIRECTORS’ REPORT

............................................................................................................................

DIRECTORS’ REMUNERATION REPORT

..............................................................................................

NOMINATION COMMITTEE REPORT

....................................................................................................

AUDIT COMMITTEE REPORT

.................................................................................................................

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURE (TCFD) REPORT

.........................

DIRECTORS’ RESPONSIBILITIES STATEMENT

...................................................................................

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ARGO BLOCKCHAIN PLC

................

GROUP STATEMENT OF COMPREHENSIVE INCOME

.........................................................................

GROUP STATEMENT OF FINANCIAL POSITION

...................................................................................

GROUP STATEMENT OF CHANGES IN EQUITY

..................................................................................

GROUP STATEMENT OF CASHFLOWS

................................................................................................

NOTES TO THE FINANCIAL STATEMENTS

...........................................................................................

COMPANY INFORMATION

......................................................................................................

BASIS OF PREPARATION

......................................................................................................

ACCOUNTING POLICIES

........................................................................................................

FINANCIAL RISK FACTORS

...................................................................................................

ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS

.....................

KEY JUDGEMENTS AND ESTIMATES

...................................................................................

REVENUES

..............................................................................................................................

EXPENSES BY NATURE

.........................................................................................................

AUDITOR’S REMUNERATION

................................................................................................

10.

EMPLOYEES

...........................................................................................................................

11.

DIRECTOR’S REMUNERATION

..............................................................................................

12.

EARNINGS PER SHARE

.........................................................................................................

13.

TAXATION

................................................................................................................................

14.

ASSETS AND LIABLITIES HELD FOR SALE

.........................................................................

15.

INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

...........................................

16.

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

.....................................

17.

INTANGIBLE FIXED ASSETS

..................................................................................................

18.

TANGIBLE FIXED ASSETS

.....................................................................................................

19.

TRADE AND OTHER RECEIVABLES

.....................................................................................

20.

DIGITAL ASSETS

.....................................................................................................................

21.

SHARE OPTIONS, RESTRICED STOCK UNITS AND WARRANTS

.....................................

22.

ORDINARY SHARES

...............................................................................................................

23.

RESERVES

..............................................................................................................................

ARGO BLOCKCHAIN PLC

24.

TRADE AND OTHER PAYABLES

............................................................................................

25.

LOANS AND BORROWINGS

...................................................................................................

26.

FINANCIAL INSTRUMENTS

....................................................................................................

27.

COMMITMENTS AND CONTINGENCIES

...............................................................................

28.

RELATED PARTY TRANSACTIONS

.......................................................................................

29.

CONTROLLING PARTY

...........................................................................................................

30.

POST BALANCE SHEET EVENTS

..........................................................................................

COMPANY STATEMENT OF FINANCIAL POSITION

.............................................................................

COMPANY STATEMENT OF CHANGES IN EQUITY

.............................................................................

COMPANY STATEMENT OF CASH FLOWS

...........................................................................................

NOTES TO THE FINANCIAL STATEMENTS

..........................................................................................

TRADE AND OTHER RECEIVABLES / INTERCOMPANY

.....................................................

TRADE AND OTHER PAYABLES

...........................................................................................

FINANCIAL INSTRUMENTS

...................................................................................................

INVESTMENT IN SUBSIDIARIES AND LOSS ON SALE OF SUBSIDIARY

...........................

KEY JUDGEMENTS AND ESTIMATES

..................................................................................

EMPLOYEES

...........................................................................................................................

ARGO BLOCKCHAIN PLC

CHAIRMAN’S STATEMENT

We began 2023 on the heels of a transformational and strategic pivot in our operations. In December 2022 we sold

the Helios facility, which we designed, constructed, and energized over the course of 2021 and 2022. The

transaction strengthened our balance sheet through $41 million of debt reduction and through a refinance of our

remaining machine-backed loans with a new asset-backed loan from Galaxy Digital Holdings Ltd. (“Galaxy”).

Argo maintained ownership of its entire fleet of mining machines, including roughly 23,600 Bitmain S19J Pro

machines that were operating at Helios prior to the sale. Those miners remained

in situ

and continued to operate

pursuant to a hosting agreement with Galaxy. Currently, approximately 2.4 EH/s of total hashrate capacity is

deployed at Helios, and the machines continue to perform very well in the custom-designed immersion-cooled

facility.

The hosting agreement with Galaxy allows Argo to share in the proceeds from economic curtailment, which occurs

when Helios monetizes its fixed-price PPA during periods of high power prices. During the year, Argo generated

approximately $7.2 million in power credits, with $3.8 million generated in the month of August during a state-wide

heat wave. Not only does the ability to curtail operations benefit Argo economically, but it greatly enhances the

stability of the Texas grid.

Throughout the year, the Company focused on three key pillars: financial discipline, operational excellence, and

strategic partnerships for growth.

Financial discipline

After the sale of the Helios facility, the Company was able to significantly reduce its operating expenses. During the

first quarter alone, Argo reduced its non-mining operating expenses by 68% compared to the run rate in the second

half of 2022. The Company has been able to sustain these cost reductions, achieving a 58% reduction in non-mining

operating expenses for the full year 2023 compared to the prior year.

The Company has also made progress in strengthening its balance sheet by reducing debt. For the full year 2023,

the company reduced its debt by $13 million to $66 million. Most of the debt reduction was focused on the asset-

backed loans with Galaxy through monthly amortization, supplemented by additional prepayments throughout the

year. The prepayments were funded with proceeds of non-core asset sales and a portion of the proceeds from an

equity raise completed in July 2023.

In addition, subsequent to year end, the Company paid down an additional $12 million using a portion of proceeds

raised through an equity raise in January 2024, the proceeds of the sale of non-core assets, including the Mirabel

facility, and $3 million through monthly amortization payments. As of March 31, 2024, the debt balance owed to

Galaxy was $13 million, and total debt was $54 million.

Operational excellence

After selling the Mirabel facility in March 2024, Argo continues to own and operate its data center in Baie Comeau,

Quebec. The Baie Comeau site is over 40,000 square feet and has 15 MW of 99% renewable power capacity

sourced from the nearby Baie Comeau hydroelectric dam.

During the third quarter of 2023, the Company deployed approximately 2,750 BlockMiner machines from ePIC

Blockchain Technologies, representing approximately 300 PH/s, at its Quebec facilities. This deployment increased

the Company’s total hashrate capacity by approximately 300 PH/s. As of 31 March 2024, taking into account the

sale of certain prior generation machines that occurred in conjunction with the sale of the Mirabel facility, the

Company’s total hashrate capacity is 2.7 EH/s.

Additionally, the Company has the ability to expand its capacity at Baie Comeau from 15 MW to 23 MW. The local

municipality has approved the expansion, and the Company is in the evaluation phase of this project.

Growth and strategic partnerships

The Company continues to explore opportunities where mining can be paired with stranded or wasted energy. There

is tremendous potential for energy generators to utilize mining as a balancing and optimization tool, particularly in

the energy transition where limitations currently exist in the ability to store renewable energy. Argo is evaluating

several projects with companies across the energy value chain.

Financial results

Revenue in 2023 was $50.6 million, compared to $58.6 million in 2022. Non-mining operating expenses were $18.8

million, a significant decrease from $34.1 million in 2022. Adjusted EBITDA was $8.3 million, compared to $(46.7)

million in 2022. Loss attributable to shareholders totaled $35.0 million. In 2023, total capital expenditures were $5.2

million. Our cash balance at December 31, 2023 was $7.4 million.

ARGO BLOCKCHAIN PLC

Operating results

With the deployment of the BlockMiners at its Quebec facilities, the Group’s total hashrate capacity increased by

12% from 2.5 EH/s in June 2023 to 2.8 EH/s by September 2023. Argo’s mining margin averaged 44% for the full

year 2023, which is lower than the 54% mining margin achieved in 2022. The decrease in mining margin from 2022

was driven primarily by the 71% increase in average network difficulty in 2023.

Bitcoin macro environment

While 2022 was a challenging year for Bitcoin with several macroeconomic headwinds, 2023 provided a bit of a

reprieve for miners. After starting the year at $16,616, the Bitcoin price experienced a rapid increase in March 2023

amidst a period of distress in the regional banking sector, climbing 21% during the month. Additionally, the price

saw a steady increase during the second half of the year as speculation intensified about the impending January

2024 deadline for the approval of Bitcoin Spot ETFs by the US Securities and Exchange Commission (post the

period end, the ETFs were approved by the SEC on 10 January 2024). By the end of 2023, the price of Bitcoin had

increased to $42,208, a 154% increase for the year.

Another tailwind for Bitcoin miners was the growth of transaction fees from the introduction of ordinals and

inscriptions. Transaction fees on the Bitcoin network more than quadrupled in 2023 compared to the prior year.

There was a large but temporary spike in transaction fees in May, along with longer periods of elevated fees in

November and December from increased ordinal and inscription activity.

The increase in Bitcoin price, combined with growth in transaction fees, enabled hashprice to climb from $60 per

petahash per day at the end of 2022 to $98 per petahash per day at the end of 2023, which is a 64% increase during

the year. The growth in hashprice was not as dramatic as the increase in Bitcoin price or transaction fees because

it takes into account the network difficulty, which increased by 104% during the year to account for significant growth

in the global hashrate.

Commitment to sustainability

Since inception, Argo has always maintained a strong focus on environmental sustainability. This is why we located

our mining operations in Quebec, where they are powered by hydroelectricity, and the Texas Panhandle, where

more than 85% of the installed generation capacity comes from renewable sources.

To our knowledge, we are the first publicly traded cryptocurrency mining company to publish a report in accordance

with the Task Force on Climate-related Financial Disclosures (“TCFD”) Recommendations and Recommended

Disclosures (see page 32).

Leadership changes

On 30 January 2023, Chief Financial Officer and Executive Director Alex Appleton resigned from his positions at

Argo to pursue other opportunities. After a formal recruitment process led by an executive search firm, the Board

appointed Jim MacCallum as Chief Financial Officer effective 5 April 2023.

On 9 February 2023, Chief Executive Officer and Interim Chairman Peter Wall resigned from his positions at Argo

to pursue other opportunities. Matthew Shaw became Chairman of the Board, and the Board appointed Chief

Operating Officer Seif El-Bakly to serve as Interim CEO.

On 27 November 2023, after a formal recruitment process led by an executive search firm, the Board of Directors

appointed Thomas Chippas as Chief Executive Officer and Executive Director. Seif El-Bakly returned to his role as

Chief Operating Officer.

On 5 January 2024, Seif El-Bakly resigned from his position to pursue other opportunities.

Strategic focus in 2024

With the Bitcoin halving occurring in April 2024, the Company’s priorities in the first quarter of 2024 continued to

involve a strong focus on financial discipline, operational excellence, and modest growth in operations. We believe

that our efficient fleet, stable and competitive power prices, and strengthened balance sheet make us well-positioned

for a post-halving environment.

On behalf of the Board, I would like to thank all of our shareholders and stakeholders. I am excited for Argo to

continue in its mission of powering the world’s most innovative and sustainable blockchain infrastructure.

Matthew Shaw

Chairman of the Board

24 April 2024

ARGO BLOCKCHAIN PLC

BOARD OF DIRECTORS

Matthew Shaw (Chairman of the Board)

Matthew Shaw has served on our board of directors since July 2019, and he became Chairman of the Board in

February 2023. He brings over 25 years of experience as an international banker, corporate adviser, and serial

entrepreneur. He has been specializing in the blockchain and cryptocurrency sector since 2017. He is currently Chief

Executive Officer of Webslinger Advisors, a specialist web3 advisory and administration firm which provides services

to Cayman Foundations/DAOs. He previously co-founded Protos Asset Management, a Swiss company that

manages a cryptocurrency fund, and co-founded DeFi Yield Technologies, a DeFi firm acquired by Dispersion

Holdings (now AQRU). He is also currently Chief Executive Officer of Blimp Technologies and is also president of a

proprietary family investment company. Mr. Shaw holds a B.A. in English Language and Literature from Manchester

University and an M.B.A. from Bradford University.

Thomas Chippas (Chief Executive Officer and Executive Director)

Thomas Chippas has served as our Chief Executive Officer since November 2023. Mr. Chippas is a seasoned

executive with significant experience in digital assets, technology, and financial services. Most recently he served

as the Chief Executive Officer of CBOE Digital where he was also a former member of its Board of Directors. He

has previously held the positions of Chief Executive Officer of Citadel Technology LLC, Chief Operating Officer of

Axoni and Managing Director of Citigroup, Barclays and Deutsche Bank. He currently serves as a director of TS

Imagine. Mr. Chippas graduated from the University of Illinois with a BSc, Accounting.

Raghav Chopra (Non-Executive Director)

Raghav Chopra is an investor with over 16 years of experience and is currently Managing Partner of Tephra Digital,

a privately held digital assets investment firm. He was previously a Portfolio Manager for AllianceBernstein LP and

has managed a significant and wide range of technology investments at leading hedge funds. Prior to that, Mr.

Chopra was an Associate in private equity at The Carlyle Group and an Analyst in investment banking at Goldman,

Sachs & Co. Mr. Chopra serves on the Board of the Harvard Club of New York City Foundation and is a member of

the Economic Club of New York. Mr. Chopra holds a B.S. in Electrical Engineering and Economics with Distinction

from Yale University, and an M.B.A. with High Distinction from the Harvard Business School, where he was named

a George F. Baker Scholar.

Maria Perrella (Non-Executive Director)

Maria Perrella has served on our board of directors since July 2021. Over the last 25 years, Ms. Perrella has held

several senior leadership positions and currently Maria Perrella serves as Chief Financial Officer of Samuel, Son &

Co., a leading metals distributor and industrial products manufacturer. Previously, she served as the Chief Financial

Officer of MDA, a Canadian-based international space mission partner, and she spent the previous 12 years at

Automation Tooling Systems Inc. (ATS)(ATA.TSX), when it was a TSX-listed automation company with over 4,500

employees across six countries. Her various roles have allowed her to develop skills in financial planning and

corporate governance and compliance, and her many years as a Chief Financial Officer have provided her with

extensive experience in mergers and acquisitions, capital markets, and strategic corporate finance. Maria graduated

from the Schulich School of Business (BBA) and is a Chartered Public Accountant in Ontario, Canada.

ARGO BLOCKCHAIN PLC

STRATEGIC REPORT

The directors present their strategic report on the Group for the year ended 31 December 2023.

Principal activity

The Group’s principal activity is that of cryptocurrency mining.

Review of the business and future developments

Argo Blockchain plc (the “Company”) was incorporated on 5 December 2017. Argo Blockchain plc is the parent

holding company of the Argo group of companies including Argo Innovation Labs Inc., a British Columbia, Canada

Corporation, and Argo Operating US LLC, a Delaware, United States Limited Liability Corporation (collectively

“Argo” or “the Group”).

On 3 August 2018 the Company’s Ordinary Shares were admitted to the standard segment of the Official List

maintained by the Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market. The

Company’s Ordinary Shares traded on the OTCQB® Venture Market under the ticker symbol “ARBKF” from 13

January 2021 until 23 February 2021, and traded on the OTCQX from 24 February 2021 to 31 December 2022.

The Company’s American Depositary Shares (ADSs) have traded on the Nasdaq Stock Market (“Nasdaq”) since

24 September 2021.

The Chairman’s statement provides an in-depth review of 2023, so this strategic report is instead looking forward

to the plans and intentions of the Group.

2024 began with an exciting catalyst for Bitcoin with the SEC’s approval of the Bitcoin Spot ETF product on 10

January 2024. This event was widely anticipated across the industry and was preceded by a 39% increase in the

price of Bitcoin in the second half of 2023.

The other key catalyst for Bitcoin is the halving, which occurred on 19 April 2024. The halving is a feature of the

Bitcoin network whereby the block reward is reduced by 50% every 210,000 blocks, or roughly every four years. In

prior halving cycles, the price of Bitcoin has experienced significant appreciation in the months following the halving.

However, there is no guarantee that Bitcoin will follow the same pattern during this halving cycle.

As we approached the halving, the Company’s balance sheet had improved significantly following a $10 million

equity raise completed in January 2024, the sale of the Mirabel facility, and the focus on paying down debt,

particularly with Galaxy.

Group strategy and business model

We are targeting a balance between owning and operating our own mining facilities and utilizing third party facilities

with access to reliable, low-cost and renewable energy. Throughout the Company’s history, we have invested in

purchasing, building and operating mining facilities. We will continue to explore the acquisition and development of

future mining facilities that provide opportunities to utilize wasted or stranded energy. This could include using

mobile and/or modular mining infrastructure. We will continue to evaluate opportunities from hosting providers that

offer reliable, low-cost, and clean power in order to balance the gap between our available capacity and the power

needed to run our mining operations.

We believe the combination of increased mining difficulty, driven by greater network hashrate, and the periodic

adjustment of reward rates, such as the recent halving of Bitcoin rewards, will increase the importance of power

efficiency in cryptocurrency mining over the long term. As a result, we are focused on deploying our mining

machines at locations with access to reliable clean power sources, as successfully doing so should enable us to

reduce our power costs.

Performance of the business during the period and the position at the end of the year

The financial results for 2023 reflect a year of rising Bitcoin prices, partially offset by significant growth in the global

hashrate, which resulted in a 71% higher average network difficulty for the year. During the year, Argo grew its

mining fleet by 12%, from a total hashrate capacity of 2.5 EH/s to 2.8 EH/s.

ARGO BLOCKCHAIN PLC

Key performance indicators

The Board monitors the activities and performance of the Group on a continuing basis. The main performance

indicators applicable for the Group is mining revenue and mining profit.

KPI

2023

2022

% Change

Mining revenue ($000s)

$50,558

$58,464

(14%)

Mining profit

($000s)

$21,756

$31,705

(31%)

Mining margin

43%

54%

(10%)

Bitcoin mined (number)

1,760

2,156

(18%)

Total hashrate capacity (EH/s)

2.8

2.5

12%

Average network difficulty (T)

40.4

30.4

33%

1. Mining profit defined as mining revenue minus direct costs (excluding depreciation and amortization of mining

equipment).

$11.4

$12.6

$10.4

$16.2

$5.6

$4.5

$6.1

$5.5

10%

20%

30%

40%

50%

60%

70%

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

$18.0

Q1 2023

Q2 2023

Q3 2023

Q4 2023

Mining Margin

Mining revenue ($m)

Revenue

Mining Profit

Mining Margin

ARGO BLOCKCHAIN PLC

Non-IFRS Reconciliation

The following table shows a reconciliation of Bitcoin Mining Margin to gross margin, the most directly comparable

IFRS measure, for the years ended December 31, 2023 and December 31, 2022.

The following table shows a reconciliation of Adjusted EBITDA to net income/(loss), the most directly comparable

IFRS measure, for the years ended December 31, 2023 and December 31, 2022.

Year ended

31 December

2023

2022

$’000

Net income/(loss)

(35,033)

(228,961)

Interest expense

11,556

22,661

Depreciation / amortisation

20,129

29,003

Income tax (credit) / expense

—

(11,731)

EBITDA

(3,348)

(189,028)

Impairment of assets

855

55,838

Impairment of intangible assets

1,082

5,155

Loss/(gain) on disposal of intangible fixed assets

(428)

—

Loss/(gain) on sale of subsidiary and investments

(36)

55,418

Loss on sale of fixed assets

—

23,228

Foreign exchange

(1,597)

(21,337)

Restructuring and transaction-related fees

4,969

11,862

Share based payment charge

3,892

6,096

Equity accounted loss from associate

716

6,027

Year ended

31 December

2023

2022

$’000

Gross profit/(loss)

3,839

(42,623)

Depreciation of mining equipment

18,656

20,469

Change in fair value of digital currencies

(738)

53,978

Other revenue

—

(119)

Mining profit

21,757

31,705

Bitcoin Mining Margin

43%

54%

ARGO BLOCKCHAIN PLC

Write off of investment in associate

2,236

—

Adjusted EBITDA

8,341

(46,741)

Principal risk and uncertainties

While the Group focuses on self-mining, the Board considers the principal risks for the Group to be volatility in the

cryptocurrency market, specifically downside risk to Bitcoin, energy price risk, access to the capital markets, and

general sentiment regarding crypto assets as a whole. The Group operates in an uncertain environment and is

subject to a number of risk factors. The Board considers the following to be of particular relevance, but this is by no

means an exhaustive list as there may be other risk factors not currently known.

Market conditions

Market conditions, including the cryptocurrency market values and general economic conditions and their effect on

exchange rates, interest rates, and inflation rates, may impact the ultimate value of the Group regardless of its

operating performance. The Group also faces competition from other organisations, some of which may have

greater resources.

Cyber risk

The Group holds digital assets via software and hardware which may prove to be vulnerable to data security

breaches in the future. Data security breach incidents may compromise the confidentiality, integrity or availability of

data such that the data is vulnerable to access or acquisition by unauthorised persons. These data security

breaches may result in the unrecoverable loss of digital assets. The Group’s hardware devices and remote servers

holding the Group’s data may be breached and result in the loss of valuable data. Loss of the private keys required

to access the digital assets may result in irrecoverable loss of access to the digital assets, which may not be covered

by insurance (whether in full or part). In order to mitigate these risks, the Group holds its assets with third party

specialist crypto-currency custodians with a number of security measures in place.

Cryptocurrency price volatility

Revenues are denominated in cryptocurrency or tokens. These ‘digital assets’ can be subject to high levels of

volatility, and it may not always be possible for the Group to trade out or effectively hedge its position. The Group

will always seek, where practicable, to manage the price volatility risk and actively monitor its portfolio of digital

assets. The majority of the Group’s crypto assets (as per note 22) are stored in Bitcoin, which dominates the crypto

market. Cryptocurrency exchange rates have exhibited strong volatility. Many factors outside of the control of the

Group can affect the market price of cryptocurrencies, including, but not limited to, national and international

economic, financial, regulatory, political, terrorist, military, and other events, adverse or positive news events and

publicity, and generally extreme, uncertain, and volatile market conditions. Extreme changes in price may occur at

any time, resulting in a potential loss of value of our entire portfolio of cryptocurrencies, complete or partial loss of

purchasing power, and difficulty or a complete inability to sell or exchange the Group’s digital currency.

Capital raising

The Group’s activities are capital intensive, and the Company may need to raise additional capital to fund its

operations, pursue growth strategies, including potential acquisitions of complementary businesses, and respond

to competitive pressures or unanticipated working capital requirements. The Company has previously raised equity

and debt however, may not be able to obtain additional debt or equity financing on favourable terms, if at all, which

could impair its growth and adversely affect its existing operations. The Group may be required to accept terms that

restrict its ability to incur additional indebtedness or to take other actions including terms that require it to maintain

specified liquidity or other ratios. In order to mitigate these risks, the Company keeps its financing requirements

under review and actively manages its activities and operations within the resources available to it.

Property and development risk

The Group’s strategy is to balance its operations between owning and operating its own mining facilities and utilising

third party facilities with access to reliable, low cost and clean energy. The development and maintenance of its

own properties could incur unexpected costs, delays or problems, or the properties may have insufficient capacity

for our future expansion. As further capacity is required, the Group will be reliant on implementing upgrades and

further development at its property which may be constrained by local laws, consents or other approvals which may

create delays, unexpected problems or issues that could adversely affect the Group’s ability to develop or operate

the facility. While the Group will take prudent precautions to minimise the risks in such development and expansion,

these may not be successful.

Hosting counterparty risk

The Group relies upon a third-party facility to host and maintain a majority of its miners. Should the third party not

fulfil its obligations to the Group,or should that third party suffer an insolvency or related event, the Group’s

ARGO BLOCKCHAIN PLC

operations may be materially and adversely affected. The Group has sought to limit this risk by entering into

contracts with an established third party with a proven track record, however this is not a guarantee of future

performance. The Group has also entered into other agreements with its host, and there is a risk that non-

performance under one agreement could adversely affect the performance under other agreements with the same

counterparty.

Electricity supply and price

The Group’s activities require substantial and sustained electrical provision and its profitability is dependent on

securing acceptable electricity prices. Should electricity not be available in the quantities the Group’s operations

require (whether intermittently or for a sustained period) or should the service be unreliable, the Group’s operations,

revenue and profitability may be materially adversely affected. If the price of electricity increases (whether as a

result of local, national or international events or pressures), the Group’s profitability may be materially adversely

affected.

Technology and supply risks

Argo operates within a highly technological environment where software and hardware are consistently updated.

To ensure the Group remains as a leading provider and stays ahead of its competitors, it needs to continue to invest

in its technology, software, and hardware which requires a large amount of capital. The Group procures its software

and hardware from third party providers and is reliant on those third parties complying with their obligations to the

Group. Should a third party fail to comply with its obligations to the Group, the Group’s operations, revenue and

profitability may be materially adversely affected.

Risk relating to the Group’s business strategy

The Group is dependent on the ability of the directors to identify suitable opportunities and to implement the Group’s

strategy. There is no assurance that the Group’s activities of mining for itself will continue to be successful even

though internal forecasts continue to suggest otherwise.

Dependence on key personnel and management risks

The Group’s business is dependent on retaining the services of a small executive management team, and the loss

of a key individual could have an adverse effect on the future of the Group’s business. The Group’s future success

will also depend in large part upon its ability to attract and retain highly skilled personnel. This risk is managed by

offering compensation plans that are competitive in the current market.

Regulatory risk

The Group operates in a rapidly evolving sector, the regulatory approach to which is not always certain and is still

developing. The Group seeks to comply with all applicable law and regulation, however breach of any regulatory

requirements may give rise to reputational, financial, or other sanctions against the Group. The Board considers

these risks seriously and designs, maintains, and reviews the policies and processes so as to mitigate or avoid

these risks. While the Board has a good record of compliance, there is no assurance that the Group’s activities will

always be compliant.

Litigation risk

The Company is currently subject to a class action lawsuit over alleged misleading statements made by Argo

during the initial public offering of its American depositary shares on Nasdaq in 2021. The case,

Murphy vs

Argo Blockchain plc et al

, was filed in the Eastern District of New York on 26 January 2023. The Company

refutes all of the allegations and believes that this class action lawsuit is without merit. Argo is vigorously

defending itself against the action.

Promotion of the Company for the benefit of the members as a whole

The directors believe they have acted in the way most likely to promote the success of the Company for the benefit

of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the directors to:

•

Consider the likely consequences of any decision in the long term

•

Act fairly between the members of the Company

•

Maintain a reputation for high standards of business conduct

•

Consider the interests of the Company’s employees

•

Foster the Company’s relationships with suppliers, customers and others

•

Consider the impact of the Company’s operations on the community and the environment

ARGO BLOCKCHAIN PLC

The Company operates as a crypto mining business, which is inherently speculative in nature and, with volatile

revenue, at times may be dependent upon fund-raising for its continued operation. The nature of the business is

well understood by the Company’s members, employees, and suppliers, and the directors are transparent about

the cash position and funding requirements.

The application of the s172 requirements can be demonstrated in relation to the most significant decisions made

during 2023, in addition to the disclosures made in the Directors’ Report and the Strategic Report:

•

On 22 March 2023, the Company granted equity awards in the form of restricted stock units (RSUs) to

all employees. The Company’s performance, and therefore long-term value creation, is driven by the

performance of its staff, placing the incentivisation and retention of its staff as a key focus for the

Company’s board and senior management. After careful review of the Company’s existing employee

incentivisation

arrangements, it was decided to ensure that all staff have the opportunity to benefit

directly from the Company’s long-term success. In order to ensure their incentivisation is aligned with

creating long-term value for shareholders, the RSUs vest over a three-year period, with the first vesting

occurring twelve months from the date of the grant..

•

During 2023, the Company focused its efforts in reducing debt and strengthening the balance sheet. The

Group’s long term success is dependent on a strong financial footing. The Company spent considerable

time and effort to identify sustainable cost savings and utilised all excess cash flow for debt reduction.

As a result, the Company was able to reduce debt by $12.7 million in 2023, providing a significantly

strengthened balance sheet and greater potential for the future.

Responsibilities to local communities

As a crypto mining company with operations in Canada and the United States, the Board is mindful of its

responsibilities to the communities and environments in which it works. The Group sources its electricity from

predominantly renewable sources (hydropower in Canada and wind in Texas) and participates in demand response

programmes to curtail usage in peak times to assist in ensuring resilience of the local power grid. In addition, the

Group has explored ways to capture and usefully utilise the heat generated from its operations, both to improve

efficiency and provide added value. The Group has also taken steps to improve overall efficiency of its operations.

Further details are set out in the Group’s report on the TCFD Recommendations on page 33 of this Annual Report.

Employees

The interests of employees are a primary consideration for the Board; in March 2023, all employees were granted

equity in the Company in order to align incentives and enable employees to share in the future success of the

Group. Personal development opportunities are encouraged and supported.

This report was approved by the Board on 24 April 2024 and signed on its behalf by:

Matthew Shaw

Chairman of the Board

ARGO BLOCKCHAIN PLC

DIRECTORS’ REPORT

General Information

The directors present the Annual Report and audited consolidated financial statements for the year ended 31

December 2023.

The Company was incorporated on 5 December 2017. Argo Blockchain plc is the parent holding company of the

Argo group of companies including Argo Innovation Labs Inc., a British Columbia, Canada Corporation, and Argo

Operating US LLC, Inc., a Delaware, United States Limited Liability Corporation.

On 3 August 2018 the Company’s Ordinary Shares were admitted to the standard segment of the Official List

maintained by the Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market. The

Company’s Ordinary Shares traded on the OTCQB® Venture Market under the ticker symbol “ARBKF” from 13

January 2021 until 23 February 2021, and traded on the OTCQX from 24 February 2021 to 31 December 2022. The

Company’s American Depositary Shares have traded on Nasdaq since 24 September 2021.

Future developments

The Group continues to focus its strategy on self-mining cryptocurrencies as detailed further in the Strategic

Report.

Dividends

The directors do not propose a dividend in respect of the period ended 31 December 2023 (2022: nil).

Directors

The Board is responsible for the Company’s objectives and business strategy and its overall supervision.

Acquisition, divestment and other strategic decisions will all be considered and determined by the Board including,

when circumstances permit, whether the payment of dividends, issue or buy back of shares is appropriate.

Attendance at Board meetings:

The Board leads the Company within a framework of appropriate and effective controls. The Board has

responsibility for establishing, operating, and monitoring the corporate governance values of the Company. The

Board also has overall responsibility for setting the Company’s strategic aims, defining the business objective,

managing the financial and operational resources of the Company and reviewing the performance of the officers

and management of the Company’s business. The Board has taken appropriate steps to ensure that the Company

complies with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing Rules and (notwithstanding that they

only apply to companies with a Premium Listing) the Premium Listing Principles as set out in Chapter 7 of the Listing

Rules.

The Company supports the concept of an effective Board leading and controlling the Company. The Board is

responsible for approving Company policy and strategy. It meets regularly and has a schedule of matters specifically

reserved to it for decision. Management supplies the Board with appropriate and timely information and the directors

Member

Meetings attended

while a director

Matthew Shaw

28 of 31

Maria Perrella

27 of 31

Raghav Chopra

28 of 31

Thomas Chippas*

2 of 2

Peter Wall**

6 of 7

Alex Appleton***

1 of 5

Sarah Gow****

3 of 7

* Effective

27 November 2023, Thomas Chippas was appointed as Chief Executive Officer and executive director.

Effective 9 February 2023, Peter Wall resigned from his positions as Chief Executive Officer and Interim

Chairman of the board of directors to pursue other opportunities.

*** Effective 30 January 2023, Alex Appleton resigned from his positions as Chief Financial Officer and executive

director to pursue other opportunities.

**** Effective 8 February 2023, Sarah Gow resigned from her position as non

-executive director on the board

of directors

for health reasons.

ARGO BLOCKCHAIN PLC

are free to seek any further information they consider necessary. All directors have access to advice from the

General Counsel and independent professionals at the Company’s expense. Training is available for new directors

and other directors as necessary.

All directors are subject to re-election every three years and, on appointment, at the first AGM after appointment.

In 2021, the Company established a nomination committee. Prior to this, and given the size of the Board, all director

appointments were approved by the Board as a whole.

Communications with shareholders

Communications with shareholders are given a high priority. In addition to the publication of an annual report and

an interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed

as a forum for communicating with shareholders, particularly private investors. Shareholders may question the

Chairman and other members of the Board at the Annual General Meeting. All published information for

shareholders is also available on the Company website, including annual and interim reports, circulars,

announcements and significant shareholdings.

Accountability and audit

The Board presents a balanced and understandable assessment of the Company's position and prospects in all

interim and price sensitive reports to regulators as well as in the information required to be presented by statutory

requirements.

The Company’s Audit Committee has responsibility to supervise and review the Company’s audit and financial

procedures. In relation to the activities of the Audit Committee during the year, please see the Audit Committee

Report in this Annual Report.

Internal control

The Board has responsibility for designing and implementing systems of internal control and for reviewing the

effectiveness of these systems. The risk management process and systems of internal control are designed to

manage rather than eliminate the risk of the Company failing to achieve its strategic objectives. It should be

recognised that such systems can only provide reasonable and not absolute assurance against material

misstatement or loss.

he Company will continue to review and develop its internal systems and processes.

Political donations and political expenditure

The Group did not make any political donations or expenditure during the year under review.

Directors’ and officers’ liability insurance and directors’ indemnities

The Company maintains directors’ and officers’ liability insurance, which gives appropriate cover for legal action

brought against its directors. Qualifying third-party indemnity provisions for the benefit of the Company’s directors,

secretary and other officers were in force during the year ended 31 December 2023 and to the date of this report.

In addition, the Company has agreed to indemnify former directors of the Company in respect of their appointments

as directors of the Company.

Financial Instruments

Information about the use of financial instruments by the Company and its subsidiaries is given in note 26 to the

financial statements.

Activities in the field of research and development

During the year under review, the Group did not have any material activities in the field of research and

development.

Post balance sheet events

On 8 January 2024, the Company raised $9.9 million of gross proceeds via a non-preemptive placing of 38,064,000

new ordinary shares to institutional investors in the UK. The proceeds were used for general corporate purposes

and to repay a portion of the Galaxy Loan.

Mirabel asset sale

In March 2024, a purchase and sale agreement was signed for the sale of 9366-5230 Quebec Inc. (“Mirabel”) for

approximately $6.1 million. The net proceeds from this sale, after the payment of the mortgage and other costs,

was used to pay down the Galaxy debt.

Directors and directors’ interests

The directors who held office at the date of signature of the financial statements were as follows:

ARGO BLOCKCHAIN PLC

Director

Appointment/resignation

during the year

Matthew Shaw (Chairman of the Board, Chair of the Nomination Committee)

Appointed 17 July 2019

Thomas Chippas (Chief Executive Officer)

Appointed 27 November 2023

Maria Perrella (Chair of the Audit and Remuneration Committees, Member of

the Nomination Committee)

Appointed 29 July 2021

Raghav Chopra (Member of the Audit and Remuneration Committees)

Appointed 23 February 2022

Directors’ share holdings

Director

Ordinary Shares, PSUs, RSUs

and ADSs at 31 December

2023

Percentage of Issued Share

Capital

Matthew Shaw

137,289 Ordinary Shares

0.02%

Thomas Chippas

2,850,000 PSUs on ADS

5.35%

Maria Perrella

6,000 ADS

0.01%

Raghav Chopra

Nil

Directors’ option holdings

Name

Date of Grant

Aggregate

number of

options over

Ordinary Shares

granted

Exercise Price

Exercise

Conditions

Lapse Date

Matthew Shaw

17 July 2019

537,037

16 pence

1/3 on the first

anniversary of

admission, 1/36

of the total

options monthly

thereafter

17 July 2025

Matthew Shaw

5 Feb 2020

294,048

7 pence

1/12 per month

commencing of

month from

issue

4 Feb 2030

Maria Perrella

22 Sept 2021

500,000

157 pence

6/36

after 6

month

anniversary,

1/36

thereafter

21 Sept 2031

Raghav Chopra

23 May 2022

500,000

49 pence

6/36

after 6

month

anniversary,

1/36

thereafter

23 May 2032

Going Concern

The directors, having made due and careful enquiry, are of the opinion that the Group has adequate working

capital to meet its obligations over the next 12 months. The directors therefore have made an informed

ARGO BLOCKCHAIN PLC

judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group

has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors

have adopted the going concern basis of accounting in the preparation of the annual financial statements, more

detail can be found in the accounting policies. However, the Board notes that the significant debt service

requirements and the volatile economic environment indicate the existence of material uncertainties that may

cast significant doubt regarding the applicability of the going concern assumption, and the auditors have made

reference to this in their audit report (Note 3).

Financial Risk Management

The Group has a simple capital structure and its principal financial assets are cash and digital assets. The Group

is subject to market risk by way of being exposed to volatility in crypto asset value and variations in foreign

exchange rates. The Group has little exposure to credit risk due to holding its reserves with credible institutions.

The Group may also be exposed to liquidity and capital risk, due to the nature of operations and the requirements

for mining hardware acquisition. The Group manages these risks through portfolio management and maintenance

of sufficient working capital. Further details of risks can be seen within the Strategic Report or in the Notes to the

accounts.

Capital Structure

The Company’s capital structure is comprised of one class of ordinary shares. There are no restrictions on the

transfer of the ordinary shares, and there are no persons holding securities carrying special rights regarding the

control of the Company. The rights over shares under the Company’s employee share schemes are set out in

Note 21 of the financial statements. There are no restrictions on voting rights nor, so far as the Company is

aware, any agreements between holders of securities that may restrict the transfer of securities or voting rights.

Substantial shareholders

There are no substantial shareholders as at the date of the report.

Controlling shareholder

The Group does not have a controlling shareholder.

Directors

The Company’s directors are appointed in accordance with, and have the powers and authorities set out in, the

Company’s articles of association.

Takeovers

Other than potential lump sum payments due under certain employment contracts and equity award vesting for

management, there are no significant agreements that take effect, alter or terminate on a change of control of the

Company following a takeover. Other than the entitlement to a notice period and reimbursement of expenses in

the normal manner, there are no agreements with the Company and its directors or employees for compensation

for loss of office or employment as a result of a takeover bid

Greenhouse gas emissions

Details about the Group’s greenhouse gas emissions, energy consumption, energy efficiency disclosures, and

broader climate risk management strategies are included in the TCFD Report on page 33.

Employee and business relationships

The Board consists of the Chief Executive Officer and 3 Non-executive directors, and the Group’s senior

management consists of 8 key management personnel, including the Chief Executive Officer and the Chief

Financial Officer. This facilitates the direct and frequent communication between all parties and the Board. Due

to the nature of a small team and the wide and varied skills possessed, key strategic business decisions are

generally discussed and analysed by all concerned, ensuring all relevant interests and perspectives are

considered and addressed in the decision making process.

A significant part of any business is maintaining a good relationship with its suppliers, and the Group is well aware

of the need to ensure that its current main supplier Galaxy, which provides hosting services for the Group’s

machines at Helios and has provided the Group an asset-backed loan, is managed carefully. We maintain a close

working relationship with Galaxy with regular meetings and an open dialogue, and we continue to meet our

accounts payable as they fall due. As a result, the Group has considered the strategic and longer term impact of

decisions relating to its current and future relationships with its material suppliers and lenders and has sought to

ensure that any decisions made appropriately balance the short, medium and long term objectives of the Group,

with a view to generating and maintaining long term shareholder value.

ARGO BLOCKCHAIN PLC

Diversity Policy

Given the Company’s current stage of development, its organizational structure and limited headcount, the Board

considers that a formal diversity policy would not be practicable for the Company to develop and implement and

would not improve the Group’s policies or processes in a meaningful manner. The Company and the Board

already integrate equality and diversity in all aspects of the Company’s business and all decisions are made on

merit and without regard to protected characteristics. Where appropriate and practicable for the Company, the

Company considers and implements positive actions to enable the Company to provide additional support. This

can include, for example, making adjustments to assist staff and ensuring that, to the extent possible, all relevant

perspectives are included in decision making on an ongoing basis.

The Company will keep the requirement for a formal diversity policy under review and will give serious

consideration to the adoption of a policy, tailored to the nature of the Company’s business, its operations and

resources at the appropriate point.

Provision of Information to Auditor

So far as each of the Directors is aware at the time this report is approved:

•

there is no relevant audit information of which the Company's auditor is unaware; and

•

the Directors have taken all steps that they ought to have taken to make themselves aware of any

relevant audit information and to establish that the auditor is aware of that information.

Auditors

The auditors, PKF Littlejohn LLP have indicated their willingness to continue in office, and a resolution that they

be re-appointed will be proposed at the annual general meeting.

This report was approved by the Board on 24 April 2024 and signed on its behalf by:

Matthew Shaw

Chairman of the Board

ARGO BLOCKCHAIN PLC

DIRECTORS’ REMUNERATION REPORT

2023 key achievements:

•

Utilised the Company’s equity incentive plan to offer suitably tailored equity incentivisation to the Group’s

employees across the globe;

•

Completed a comprehensive review of remuneration, including benchmarking and standardization of

roles as compared to peers. This enabled the Group to continue to attract, retain and develop talent in a

competitive labour market while remaining mindful of challenging market conditions and the recent 2024

halving; and

•

Explored and executed employee retention strategies including supporting internal growth opportunities.

2024 areas of focus:

•

Launch the equity administration platform to streamline compliance and financial reporting related to the

employee incentive plan;

•

Continue with comprehensive review of remuneration; and

•

Refine and improve employee growth and retention strategies, including focused work on organizational

architecture, performance management and goal-setting.

Letter from the Chair of the Remuneration Committee

Dear Shareholders,

I am pleased to introduce the Directors’ Remuneration Report for the year ended 31 December 2023.

The Remuneration Committee met twice during the financial year, and all of the Directors on the Committee attended

both of these meetings. Its role is to formally oversee matters relating to compensation, including benchmarking

remuneration against comparable peers, the adoption of a new equity incentive plan, and the grant of awards under

that plan to align the remuneration of our team with the interests of our shareholders.

The Remuneration Committee consists of myself, as Chair, and Raghav Chopra as member. In February 2023, I

became Chair, replacing Sarah Gow who stepped down (as detailed below), Matthew Shaw moved off the

Committee following his appointment as Chairman, and Raghav Chopra was appointed as his replacement. The

Committee has discretion to invite members of the executive management of the Company to the meetings as

required and considers the input and recommendation of executive management to be critical to ensuring a well-

developed remuneration strategy. Therefore, executive management were invited to present to the committee at

the appropriate junctures during the year. In order to ensure appropriate scrutiny of decisions, no director was

present when their own remuneration was considered, approved, or voted upon.

The Group’s primary remuneration challenge is the different market norms and expectations between the

jurisdictions in which it operates. The reward markets in the UK and US have significant differences, particularly in

the technology sector, and market expectations in the UK can present challenges to the Group in structuring

attractive remuneration packages, particularly for the Company’s senior executive leadership. More generally, the

Group is also competing against significantly larger and better capitalised companies in the cryptoasset sector, who

do not have the same limitations.

During the year under review, the Company’s remuneration strategy was to deliver remuneration packages

consistent with the Company’s Remuneration Policy and market norms that provide a balanced structure of short,

medium, and longer-term remuneration. Remuneration packages typically comprised a competitive base salary,

appropriate annual bonuses and longer-term equity incentivisation. In addition, the Company has offered

competitive benefit and pension offerings based on the market norms in the country in which the relevant team

member is engaged.

The Committee took the following key decisions in relation to remuneration during the year:

•

approved a robust organization-wide compensation audit and subsequent strategy to ensure equity

across company levels and standardization of the Company’s compensation and total reward offerings

to each employee group;

•

approved the Company’s first Restricted Share Unit and Performance Share Unit awards which worked

to strengthen the alignment of corporate strategies with every role, at every level, within the organization;

and

•

approved a cost of living salary increase for staff in direct response to the persistent inflationary pressures

and to remain market competitive.

The Committee remains focused on ensuring that the Group’s remuneration policy is implemented through an

ARGO BLOCKCHAIN PLC

appropriate remuneration strategy that enables the Group to attract, retain and develop appropriately skilled and

experienced staff sufficient for the Group’s present and anticipated requirements. The Committee is also determined

to ensure that remuneration incentivises staff to deliver on both financial and non-financial objectives.

Following the year under review, the Company made separation payments to Seif El-Bakly in respect to his

resignation and subsequent support to the Company through his transition period.

Details of these payments will

be included in the Company’s next annual report.

The Committee determined Mr. Chippas’, Mr. El-Bakly’s and Mr. MacCallum’s remuneration for serving as CEO,

Interim CEO, and CFO, respectively, based on a review of benchmarking against relevant comparables in the

market.

Maria Perrella

Chair of the Remuneration Committee

24 April 2024

ARGO BLOCKCHAIN PLC

Directors Remuneration Report

Membership of the Remuneration Committee

During the year, the Company’s Remuneration Committee consisted of Maria Perrella and Raghav Chopra. Maria

Perrella served as Chair of the committee.

Role of the Remuneration Committee

The Remuneration Committee’s role is to determine and operate a remuneration policy that supports the

Company’s strategy and promotes long-term sustainable success and aligns the interests of directors with

shareholders.

The Remuneration Committee’s primary responsibilities include:

●

identifying, reviewing and proposing policies relevant to executive officer compensation;

●

evaluating each executive officer’s performance in light of such policies and reporting to the Board;

●

determining any long-term equity incentive component of each executive officer’s compensation in line

with the remuneration policy and reviewing its executive officer compensation and benefits policies

generally and

●

reviewing and assessing risks arising from the Company’s compensation policies and practices.

Advisors to the Committee

None.

Directors' remuneration (audited)

Details of directors’ remuneration during the year ended 31 December 2023 is as follows:

Director

Salary and

fees

Bonus

Stock

compensation

Loss of

Office

2023 Total

Fixed

element

Variable

element

USD

Executive Directors

T Chippas*

38,512

—

273,125

—

311,637

38,512

273,125

P Wall**

85,766

—

618,

614

704,380

85,766

618,614

A Appleton***

20,905

—

70,627

145,833

237,365

20,905

216,460

Non-executive Directors

M Shaw*

170,554

—

152,317

—

322,871

135,644

187,227

R Chopra

135,

105

—

87,805

—

222,910

125,934

96,976

M Perrella*

129,752

—

304,633

—

434,385

124,340

310,045

S Gow ****

10,601

—

27,925

—

38,526

10,601

27,925

Total

591,195

—

916,432

764,447

2,272,074

541,702

1,730,372

* Stock based compensation is in relation to the fair value charge during the year. Thomas Chippas received a grant of 2,850,000

PSUs with a total fair value of $3,277,500 during the period vesting over a maximum of 3 years, of which the fair value charge during

the year was $273,125.

** Peter Wall resigned as a director with effect from 9 February 2023.

*** Alex Appleton resigned as a director with effect from 1 February 2023.

**** Sarah Gow resigned as a director with effect from 8 February 2023.

ARGO BLOCKCHAIN PLC

Details of directors’ remuneration during the year ended 31 December 2022 is as follows:

Director

Salary and

fees

Bonus

Stock

compensation

Loss of

Office

2022 Total

Fixed

element

Variable

Element

USD

Executive Directors

P Wall

419,585

186,627

219,377

—

825,589

419,585

406,004

A Appleton

309,225

493,887

—

803,112

309,225

493,887

Non-executive Directors

M Shaw

133,

867

—

133,867

72,022

61,845

R Chopra

130,483

—

264,594

—

395,077

68,638

326,439

M Perrella

148,

679

—

148,679

86,834

61,845

S Gow

87,077

—

87,077

—

Total

1,228,

916

680,

514

483,971

—

2,393,401

1,043,381

1,350,020

Total pension entitlements (audited)

The Company currently does not have any pension plans for any of the directors and does not pay pension

amounts in relation to their remuneration.

The Company has not paid out any excess retirement benefits to any directors or past directors.

Payments to past directors (audited)

The Company has not paid any compensation to past Directors.

Statement of directors’ shareholding and share interests (audited)

The Directors who held office at 31 December 2023 and who had beneficial interests in the Ordinary Shares of

the Company are summarised as follows:

Director

Position

Maria Perrella

Non-Executive Director

Matthew Shaw

Non-Executive Director

Details of these beneficial interests can be found in the Directors' Report.

Service Agreements and Letters of Appointment

On 27 November 2023, the Company entered into an employment contract with Thomas Chippas, pursuant to which

Mr. Chippas serves as our Chief Executive Officer (the “Chippas Employment Agreement”). Under the terms of the

Chippas Employment Agreement, Mr. Chippas is entitled to receive a base salary annually, participate in the

Company’s group health benefits, participate in the Company’s 401k plan, and earn an annual bonus as determined

by the board of directors. In addition, Mr. Chippas was awarded 2,850,000 ADSs, which vest over three years (with

a one year initial cliff) subject to certain performance conditions.

Under the Chippas Employment Agreement, we may terminate Mr. Chippas’ employment by providing Mr. Chippas

with the minimum (i) notice, or pay in lieu thereof, or some combination of the two, (ii) severance pay (if applicable),

(iii) period of benefits continuation, and (iv) vacation pay, and in each case, subject to payment of severance equal

to 12 months’ base salary, provided that we may terminate the services of Mr. Chippas at any time with immediate

effect for certain reasons including misconduct, criminal offense, or other reasons “for cause”. Mr. Chippas may

terminate his contract with us by providing the company with a minimum of 60 days’ notice. The Chippas

Employment Agreement also contains restrictive covenants pursuant to which Mr. Chippas has agreed to refrain

from competing with us or soliciting certain clients or employees of the Company who could materially damage our

interests if involved in a competing business, for a period of twelve months following his termination of services.

The appointments of Maria Perrella, Matthew Shaw and Raghav Chopra are subject to a 3 year term and to

termination upon 3 months’ notice given by either party.

ARGO BLOCKCHAIN PLC

Terms of appointment

The services of the directors engaged during the year under review were provided under the terms of agreement

with the Group are dated as follows:

Director

Year of

appointment

Number of

years

completed

Date of current

engagement letter

Matthew Shaw

2019

7 September 2019

Maria Perrella

2021

21 July 2021

Raghav Chopra

2022

23 February 2022

Thomas Chippas

2023

24 November 2023

Performance relative to market index

Comparing the total shareholder return of an ordinary share in Argo Blockchain plc against the total shareholder

return of the FTSE All-share index. For the year ended 2023, ARB saw an increase in share price from 6.5p to

29p, a 346% increase. In the same period, FTAS increased from 4,075.13 to 4,232.01, an increase of 4%.

UK 10-year CEO table and UK percentage change table

The directors have considered the requirement for a UK 10-year CEO table and UK percentage change table.

The directors do not currently consider that including these tables would be meaningful because, the CEO

remuneration is not currently linked to performance, therefore any comparison across years or with the employee

group would be significantly skewed and would not add any information of value to shareholders. The CEO’s

remuneration is disclosed in full in the directors’ remuneration section. The directors will review the inclusion of

this table for future reports.

Relative importance of spend on pay

The directors have considered the requirement to present information on the relative importance of spend on

pay compared to shareholder dividends paid. Given that the Company does not currently pay dividends this

would not provide meaningful disclosure to shareholders.

Consideration of shareholder views

At the present time, the Company does not have any significant institutional shareholder base, or any significant

shareholders with which to proactively consult. Therefore, the Board considers shareholder feedback received in

the context of annual general meetings and applicable guidance from shareholder bodies. This feedback, plus

any additional feedback received from time to time, is considered as part of the Group’s annual policy on

remuneration.

At the general meeting held on 6 September 2021 the following votes were cast on the remuneration policy,

equity incentive plan and equity awards for non-executives:

Resolution

For

Against

To approve the remuneration policy

77%

23%

To approve the equity incentive plan

33%

67%

To approve equity awards for non-executives

82%

18%

In light of shareholder feedback, the Company amended the equity incentive plan and put it to shareholders

at the Company’s 2022 AGM, where the votes cast were as follows:

Resolution

For

Against

To approve the equity incentive plan

71%

29%

The Board is aware that, while there was significant support for the revised equity incentive plan, not all shareholders

supported its adoption. The Board considers appropriate long-term incentivisation remains critical to the Group’s

ability to attract and retain talent over the longer term, and therefore create sustainable shareholder value. The

Board has also taken any relevant feedback received into account in determining awards under the plan.

ARGO BLOCKCHAIN PLC

Policy for new appointments

Base salary levels will take into account market data for the relevant role, internal relativities, the individual’s

experience and their current base salary. Where an individual is recruited at below market norms, they may be

re- aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally be in

accordance with the approved policy.

For external and internal appointments, the Board may agree that the Group will meet certain relocation and/or

incidental expenses as appropriate.

Other matters

The Company does not currently have any annual or long-term incentive schemes in place for any of the directors

and as such there are no disclosures in this respect. The share options granted are discussed above.

Maria Perrella

Chair of the Remuneration Committee

24 April 2024

ARGO BLOCKCHAIN PLC

NOMINATION COMMITTEE REPORT

Letter from the Chair of the Nomination Committee

Dear Shareholders,

I am pleased to present the Nomination Committee’s report for the year ended 31 December 2023.

The Nomination Committee met twice during the financial year under review, and all of the directors on the

Committee attended both meetings. At a high level, its role is to:

●

draw up selection criteria and appointment procedures for board members;

●

recommend nominees for election to its Board and its corresponding committees; and

●

assess the functioning of individual members of Board and executive officers and report the results of

such assessment to the Board.

Composition of the Committee

The Nomination Committee as originally constituted at the beginning of 2023 consisted of me, as Chair, Sarah

Gow and Maria Perrella. For health reasons, Sarah Gow resigned as a director near the beginning of the year

under review. We thank Sarah for her contribution to the Committee.

In light of the current structure of the Board, in the near term the Nomination Committee will be comprised of

me, as Chair, and Maria Perrella. The membership of the committee will be reviewed on a regular basis,

particularly in light of any changes to the wider composition of the Board, and any changes announced in due

course.

The Committee has discretion to invite members of the executive management of the Company to its meetings

as required and considers the input and recommendation of executive management to be critical to ensuring

the Committee’s activities reflect the ongoing needs of the Company. Therefore executive management were

invited to present to the committee at the appropriate junctures during the year.

Focus of the Committee

During the year under review, the Committee’s focus was on:

●

the appropriate size and makeup of the Board;

●

any appropriate changes and/or additions to the Board; and

●

the identification, recruitment and screening of potential candidates.

On an ongoing basis, the Committee carefully considers the structure of the Board and executive management

and ensures that the Board and executive management have an appropriate balance of skills, expertise and

talent. The Committee and the Board are committed to ensuring that appointments are based on merit and

objective criteria aligned with the Company’s needs, and that every effort is made to ensure equality, diversity

and inclusion are at the heart of the appointment process.

Advisors to the Committee

None.

Appointments

On 27 November 2023, the Board of Directors appointed Thomas Chippas as Chief Executive Officer and

Executive Director.

Equality, Diversity and Inclusion