THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into by and among CSRE PROPERTIES SANDERSVILLE, LLC, a Georgia limited liability company, having a mailing address at 2380 Godby Road, College Park, Georgia 30349 (“Purchaser”), LUNA SQUARES, LLC (f/k/a Innovative Property Management, LLC), a Delaware limited liability company, having a mailing address of Level 5, 97 Pacific Highway, North Sydney, NSW 2060 Australia (“Luna”), MAWSON INFRASTRUCTURE GROUP, INC., a Delaware corporation having a mailing address of Level 5, 97 Pacific Highway, North Sydney, NSW 2060 Australia (“MIG”) and Luna and MIG are collectively referred to as (“Seller”)), and CLEANSPARK, INC., a Nevada corporation having its principal executive office at 2370 Corporate Circle, Suite 160, Henderson, Nevada 89074 (“Parent”). Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
#CLEANSPARK COMPETITORS REGISTRATION#
The undersigned, CleanSpark, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of CleanSpark, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. – 9,090,910 SHARES OF COMMON STOCK CLEANSPARK, INC. Bitcoin miner CleanSpark doubled its computing power over the past three months to reach 2 exahash per second (EH/s), joining the ranks of top publicly traded North American miners. The deal breaks down to $26.5 million of cash consideration, $11 million in CleanSpark stock ($4.5 million of which is subject to reaching certain earn-out commitments), $3 million in seller financing in the form of promissory notes and $2 million in a seller-financed earn-out payable at least 60 days after closing upon certain conditions being met, the company said.
The site can expand an extra 150 megawatts, which would be able to power 70,000 latest generation miners, producing over 7 EH/s, the company said.ĬleanSpark agreed to provide Mawson with up to 30 megawatts of temporary hosting capacity for up to 180 days, while it transfers its miners to the Pennsylvania location. The miners purchased from Mawson at the Georgia facility will add 0.558 exahashes per second (EH/s) to CleanSpark's current hashrate of 3.8 EH/s. The company also has taken advantage of the declining prices of ASICs, buying 6,200 machines between June and August, and an additional 10,000 this week. "Our focus on sustainability and maximizing value for our stakeholders have put us in a unique position to take advantage of the unprecedented opportunities that the current market has created." "The market has been preparing all summer for consolidation, and we are pleased to be on the acquiring side," Bradford said last month. “We now intend to focus our attention on the continued development of our Pennsylvania and Texas facilities where we see the opportunity for compelling returns on capital," Mawson CEO James Manning said in a press release.ĬleanSpark has now announced its second acquisition in a month, after buying a 36 megawatt mining facility in Georgia last month from bitcoin miner Waha Technologies for $16.2 million. He added that the transaction with CleanSpark is a "win-win for both parties." "Per the 8-K, if we trade above $1 for 10 days the issue is cured, or we can simply do a reverse split to cure, so we’re not worried about that," said Nick Hughes-Jones, chief commercial officer at Mawson. Securities and Exchange Commission 8-K filing. Nasdaq has threatened to delist the company for trading under $1, according to a recent U.S. "We are enthusiastic about Georgia and believe that our expansion there will continue to build value for our shareholders and the communities we operate in throughout Georgia.”īased in Australia, Mawson is a Nasdaq-listed company with other facilities in the U.S. "The site is nothing but impressive," said CleanSpark CEO Zachary Bradford.
The company will pay up to $33 million for the facility, and an additional $9.5 million for 6,468 ASIC miners, it said on Friday. Bitcoin miner CleanSpark is buying a facility in Georgia from competitor Mawson Infrastructure Group, its second site acquisition in the span of a month.