CleanSpark Announces Agreement to Acquire GRIID Infrastructure Based on an enterprise value of $155 Million and Expansion Plans of over 400 MW in Tennessee

On account of the transaction Cleanspark expects so as to add over 400 MW in Tennessee over the following 2 years

CleanSpark’s whole introduced, deliberate, and owned capability now sits at over 1 GW of premium infrastructure in help of America’s quickly advancing technological setting

LAS VEGAS, June 27, 2024 /PRNewswire/ — CleanSpark Inc. (Nasdaq: CLSK) (“CleanSpark”) and GRIID Infrastructure Inc. (Nasdaq: GRDI) (“GRIID”) introduced at present that they’ve entered right into a definitive merger settlement pursuant to which CleanSpark will purchase all of the issued and excellent widespread inventory of GRIID in an all-stock transaction. The entire enterprise worth, together with fee and assumption of debt, of the transaction is $155 million. Concurrent with the signing of the merger settlement, the businesses additionally entered into an unique internet hosting settlement for all at present accessible energy, of which 20 MW might be allotted to CleanSpark efficient instantly.

Beneath the phrases of the merger settlement, GRIID stockholders will obtain shares of CleanSpark widespread inventory based mostly upon an trade ratio equal to the quotient obtained by dividing the combination merger consideration by the whole variety of shares of GRIID widespread inventory issued and excellent as of the deadline of the merger. The combination merger consideration is the same as the quotient obtained by dividing (x) the sum of (i) $155,000,000 minus (ii) the quantity of GRIID’s excellent liabilities as of the deadline of the merger (internet of money available) by (y) $16.587 (which is the volume-weighted common value of CleanSpark’s widespread inventory for the 2 consecutive buying and selling days previous to the date of the merger settlement).

CleanSpark will assume all excellent debt and different obligations of GRIID pursuant to the merger. CleanSpark additionally supplied GRIID with a $5 million greenback working capital mortgage and a pay-down bridge mortgage of roughly $50.9 million that was used to fulfill sure obligations of GRIID at signing. The mortgage is secured and is senior to all different excellent debt of GRIID.

“We’re wanting ahead to welcoming the GRIID workforce into the CleanSpark household and we’re excited to use the CleanSpark means, rigorously honed alongside the communities we function in Georgia and Mississippi, to GRIID’s spectacular pipeline in Tennessee,” mentioned Zach Bradford, CleanSpark’s CEO. “This acquisition would give us a transparent and regular path over the following three years to perform in Tennessee what we proudly achieved in Georgia over the previous three years. That achievement was to construct out over 400 MW of infrastructure backed by beneficial, long-term energy contracts.”

“As we take a look at how the remainder of this yr is predicted to unfold,” Bradford continued, “after closing we anticipate to focus in on one of the best alternatives within the GRIID pipeline. We anticipate that this may permit us to exceed 100 megawatts in Tennessee by the tip of this calendar yr and ultimately develop that to 200 megawatts in 2025 earlier than exceeding 400 megawatts in 2026. At each step of the way in which we’ll proceed to work along with native communities as we construct infrastructure able to powering as a lot as one gigawatt of information heart operations in Tennessee.”

“I’m extremely excited for the chance for GRIID to hitch the CleanSpark workforce. Collectively, we’ll obtain speedy progress within the Tennessee Valley” mentioned Trey Kelly, GRIID’s CEO. “I’m so happy with the enterprise and workforce we have now constructed at GRIID, so becoming a member of an organization with a shared imaginative and prescient and values, like CleanSpark, makes for a really perfect enterprise mixture.

“I’ve lengthy admired CleanSpark’s observe report of disciplined execution and I’m wanting ahead to bringing that to our large Tennessee energy pipeline” mentioned Harry Sudock, GRIID’s CSO. “Rising our portfolio of information facilities on this engaging area positions us to proceed strengthening the resilience of the ability grid whereas delivering CleanSpark’s main mining capabilities.”

GRIID operates bitcoin mining knowledge facilities in numerous cities and cities all through Tennessee which can be serviced by Tennessee Valley Authority (TVA), the most important and probably the most vital public energy firms in the US. Like CleanSpark, GRIID has taken a community-first strategy to constructing its knowledge facilities, embedding itself into the cities and communities it operates in. Along with GRIID’s company headquarters in Cincinnati, Ohio, they function a Analysis and Growth Middle in Austin, Texas, and a Growth, Deployment, and Tools Restore Middle in Rutledge, Tennessee. Their 4 mining services are in Watertown, New York and Limestone, Maynardville and Lenoir Metropolis, Tennessee.

The transaction has been unanimously accredited by the Boards of Administrators of each firms and is predicted to shut within the third quarter of 2024. The acquisition is topic to GRIID shareholder approval and different customary closing circumstances.

Advisors

Cozen O’Connor P.C. served as authorized counsel for CleanSpark and Troutman Pepper Hamilton Sanders LLP served as authorized counsel for GRIID in reference to the transaction.

About CleanSpark
CleanSpark (Nasdaq: CLSK) is America’s Bitcoin Miner™. We personal and function knowledge facilities that primarily run on low-carbon energy. Our infrastructure responsibly helps Bitcoin, the world’s most vital digital commodity and a vital instrument for monetary independence and inclusion. We domesticate belief and transparency amongst our staff and the communities we function in. Go to our web site at www.cleanspark.com.

About GRIID Infrastructure Inc.
GRIID is a purpose-built bitcoin mining firm, based in 2018, that has operated mining services since 2019. GRIID has constructed long-term energy relationships securing reasonably priced, dependable, environmentally accountable energy, enabling a vertically built-in self-mining enterprise mannequin with vital progress alternative. Headquartered in Cincinnati, Ohio, GRIID operates a R&D heart in Austin, Texas and a growth, deployment and tools restore heart in Rutledge, Tennessee. GRIID at present maintains mining services in Watertown, New York; Limestone, Maynardville and Lenoir Metropolis, Tennessee. To be taught extra, please go to www.griid.com.

Ahead-Trying Statements

This communication contains “forward-looking statements” as outlined underneath the federal securities legal guidelines. All statements apart from statements of historic reality included or integrated by reference on this communication, together with, amongst different issues, statements relating to the proposed enterprise mixture transaction between CleanSpark, Inc. (“CleanSpark”) and GRIID Infrastructure Inc. (“GRIID”), future occasions, plans and anticipated outcomes of operations, enterprise methods, the anticipated advantages of the proposed transaction, the anticipated influence of the proposed transaction on the mixed firm’s enterprise and future monetary and working outcomes, the anticipated quantity and timing of synergies from the proposed transaction, the anticipated deadline for the proposed transaction and different points of CleanSpark’s or GRIID’s operations or working outcomes are forward-looking statements. Phrases and phrases similar to “ambition,” “anticipate,” “estimate,” “consider,” “funds,” “proceed,” “may,” “intend,” “could,” “plan,” “potential,” “predict,” “search,” “ought to,” “will,” “would,” “anticipate,” “goal,” “projection,” “forecast,” “aim,” “steerage,” “outlook,” “effort,” “goal” and different related phrases can be utilized to determine forward-looking statements. Nonetheless, the absence of those phrases doesn’t imply that the statements are usually not forward-looking. The place, in any forward-looking assertion, CleanSpark or GRIID expresses an expectation or perception as to future outcomes, such expectation or perception is expressed in good religion and believed to be affordable on the time such forward-looking assertion is made. Nonetheless, these statements are usually not ensures of future efficiency and contain sure dangers, uncertainties and different elements past CleanSpark’s or GRIID’s management. Subsequently, precise outcomes and outcomes could differ materially from what’s expressed or forecast within the forward-looking statements.

The next vital elements and uncertainties, amongst others, may trigger precise outcomes or occasions to vary materially from these described in forward-looking statements: CleanSpark’s capacity to efficiently combine GRIID’s companies and applied sciences, which can outcome within the mixed firm not working as successfully and effectively as anticipated; the danger that the anticipated advantages and synergies of the proposed transaction is probably not absolutely achieved in a well timed method, or in any respect; the danger that CleanSpark or GRIID might be unable to retain and rent key personnel; the danger related to GRIID’s capacity to acquire the approval of its stockholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, together with the danger that the circumstances to the transaction are usually not happy on a well timed foundation or in any respect or the failure of the transaction to shut for some other motive or to shut on the anticipated phrases, together with the anticipated tax remedy; the incidence of any occasion, change or different circumstance that would give rise to the termination of the proposed transaction; unanticipated difficulties, liabilities or expenditures regarding the transaction; the impact of the announcement, pendency or completion of the proposed transaction on the events’ enterprise relationships and enterprise operations usually; the impact of the announcement or pendency of the proposed transaction on the events’ widespread inventory costs and uncertainty as to the long-term worth of CleanSpark widespread inventory or GRIID widespread inventory; dangers that the proposed transaction disrupts present plans and operations of CleanSpark or GRIID and their respective administration groups and potential difficulties in hiring or retaining staff on account of the proposed transaction; reliance on a restricted variety of key staff; the provision of financing alternatives and dangers related to financial circumstances; dependency on continued progress in blockchain and bitcoin utilization; anticipated additions to CleanSpark’s hashrate and the timing thereof; the danger that {the electrical} energy accessible to CleanSpark’s services doesn’t improve as anticipated; the success of CleanSpark’s digital forex mining actions; the unstable and unpredictable cycles within the rising and evolving industries wherein CleanSpark and GRIID function; rising problem charges for bitcoin mining; bitcoin halving; adjustments in community and infrastructure; new or extra governmental regulation; the anticipated supply dates of recent miners; the power to efficiently deploy new miners; the dependency on utility fee constructions and authorities incentive packages; dependency on third-party energy suppliers for growth efforts; the expectations of future income progress and talent to execute on enterprise technique; CleanSpark’s capacity to remediate the fabric weak point recognized within the inside management over monetary reporting included in its Annual Report on Kind 10-Ok for the fiscal yr ended September 30, 2023; international and regional adjustments within the demand for the providers of CleanSpark and GRIID, together with the conflicts in Ukraine and the Center East, and the worldwide response to such battle, safety threats on services and infrastructure; inadequate liquidity; surprising price will increase, inflationary pressures or technical difficulties in establishing, sustaining or modifying firm services; legislative and regulatory initiatives addressing international local weather change or different environmental considerations; public well being crises, together with pandemics (similar to COVID-19) and epidemics and any impacts or associated firm or authorities insurance policies or actions; worldwide financial circumstances and trade fee fluctuations; CleanSpark’s capacity to finish some other introduced or some other future inclinations or acquisitions on time, if in any respect; safety and cybersecurity threats and hacks; dependency on third events to keep up hot and cold wallets that maintain CleanSpark’s bitcoin; and different financial, enterprise, aggressive and/or regulatory elements affecting CleanSpark’s or GRIID’s companies usually as set forth of their filings with the Securities and Change Fee (the “SEC”). The registration assertion on Kind S-4 and proxy assertion/prospectus that might be filed with the SEC will describe extra dangers in reference to the proposed transaction. Whereas the record of things offered right here is, and the record of things to be offered within the registration assertion on Kind S-4 and proxy assertion/prospectus are thought of consultant, no such record ought to be thought of to be an entire assertion of all potential dangers and uncertainties. For added details about different elements that would trigger precise outcomes to vary materially from these described within the forward-looking statements, please confer with CleanSpark’s and GRIID’s respective periodic studies and different filings with the SEC, together with the danger elements contained in CleanSpark’s and GRIID’s most up-to-date Quarterly Studies on Kind 10-Q and Annual Studies on Kind 10-Ok. Ahead-looking statements signify present expectations and are inherently unsure and are made solely as of the date hereof (or, if relevant, the dates indicated in such assertion). Besides as required by relevant regulation, neither CleanSpark nor GRIID undertakes or assumes any obligation to replace any forward-looking statements, whether or not on account of new info or to mirror subsequent occasions or circumstances or in any other case.

No Supply or Solicitation

This communication shouldn’t be meant to and shall not represent a proposal to purchase or promote or the solicitation of a proposal to purchase or promote any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made, besides by the use of a prospectus assembly the necessities of Part 10 of the U.S. Securities Act of 1933, as amended.

Further Details about the Merger and The place to Discover It

In reference to the proposed transaction, CleanSpark intends to file with the SEC a registration assertion on Kind S-4, which is able to embody a proxy assertion of GRIID that additionally constitutes a prospectus of CleanSpark Frequent Inventory to be provided within the proposed transaction. Every of CleanSpark and GRIID may file different related paperwork with the SEC relating to the proposed transaction. This communication shouldn’t be an alternative to the proxy assertion/prospectus or registration assertion or some other doc that CleanSpark or GRIID could file with the SEC. The definitive proxy assertion/prospectus (if and when accessible) might be mailed to stockholders of GRIID. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Buyers and safety holders will be capable of get hold of free copies of the registration assertion and proxy assertion/prospectus (if and when accessible) and different paperwork containing vital details about CleanSpark, GRIID and the proposed transaction, as soon as such paperwork are filed with the SEC by way of the web site maintained by the SEC at www.sec.gov. Copies of the paperwork filed with the SEC by CleanSpark might be accessible freed from cost on CleanSpark’s web site at https://investors.cleanspark.com. Copies of the paperwork filed with the SEC by GRIID might be accessible freed from cost on GRIID’s web site at https://www.griid.com.

Members within the Solicitation 

CleanSpark, GRIID and sure of their respective administrators and govt officers could also be deemed to be members within the solicitation of proxies in respect of the proposed transaction. Details about the administrators and govt officers of CleanSpark is about forth in (i) CleanSpark’s proxy assertion for its 2024 annual assembly of stockholders underneath the headings “Government Compensation and Different Info”, “Proposal 1: Election of Administrators”, “Board Issues and Company Governance”, “Sure Relationships and Associated Transactions, and Director Independence” and “Safety Possession of Sure Helpful House owners and Administration and Associated Stockholder Issues”, which was filed with the SEC on January 26, 2024 and is accessible at https://www.sec.gov/Archives/edgar/data/827876/000114036124004070/ny20013238x1_def14a.htm, (ii) CleanSpark’s Annual Report on Kind 10-Ok for the fiscal yr ended September 30, 2023, together with underneath the headings “Merchandise 10. Administrators, Government Officers and Company Governance”, “Merchandise 11. Government Compensation”, “Merchandise 12. Safety Possession of Sure Helpful House owners and Administration and Associated Stockholder Issues” and “Merchandise 13. Sure Relationships and Associated Transactions, and Director Independence”, which was filed with the SEC on December 1, 2023 and is accessible at https://www.sec.gov/ix?doc=/Archives/edgar/data/827876/000095017023067339/clsk-20230930.htm and (iii) to the extent holdings of CleanSpark’s securities by its administrators or govt officers have modified because the quantities set forth in CleanSpark’s proxy assertion for its 2024 annual assembly of stockholders, such adjustments have been or might be mirrored on Preliminary Assertion of Helpful Possession of Securities on Kind 3, Assertion of Adjustments in Helpful Possession on Kind 4 or Annual Assertion of Adjustments in Helpful Possession of Securities on Kind 5, filed with the SEC (which can be found at https://www.sec.gov/edgar/browse/?CIK=827876&owner=exclude).

Details about the administrators and govt officers of GRIID is about forth in (i) GRIID’s Annual Report on Kind 10-Ok/A for the fiscal yr ended December 31, 2023, together with underneath the headings “Merchandise 10. Administrators, Government Officers and Company Governance”, “Merchandise 11. Government Compensation”, “Merchandise 12. Safety Possession of Sure Helpful House owners and Administration and Associated Stockholder Issues” and “Merchandise 13. Sure Relationships and Associated Transactions, and Director Independence”, which was filed with the SEC on April 26, 2024 and is accessible at https://www.sec.gov/ix?doc=/Archives/edgar/data/1830029/000095017024049275/grdi-20231231.htm and (ii) to the extent holdings of GRIID’s securities by its administrators or govt officers have modified because the quantities set forth in GRIID’s Annual Report on Kind 10-Ok/A for the fiscal yr ended December 31, 2023, such adjustments have been or might be mirrored on Preliminary Assertion of Helpful Possession of Securities on Kind 3, Assertion of Adjustments in Helpful Possession on Kind 4 or Annual Assertion of Adjustments in Helpful Possession of Securities on Kind 5, filed with the SEC (which can be found at https://www.sec.gov/edgar/browse/?CIK=1830029&owner=exclude).

Different info relating to the members within the proxy solicitations and an outline of their direct and oblique pursuits, by safety holdings or in any other case, might be contained within the proxy assertion/prospectus and different related supplies to be filed with the SEC relating to the proposed transaction when such supplies turn out to be accessible. Buyers ought to learn the proxy assertion/prospectus rigorously when it turns into accessible earlier than making any voting or funding choices. Copies of the paperwork filed with the SEC by CleanSpark and GRIID might be accessible freed from cost by way of the web site maintained by the SEC at www.sec.gov. Moreover, copies of paperwork filed with the SEC by CleanSpark might be accessible freed from cost on CleanSpark’s web site at https://investors.cleanspark.com and people filed by GRIID might be accessible freed from cost on GRIID’s web site at https://www.griid.com.

Investor Relations Contact
Brittany Moore
702-989-7693
[email protected]

Media Contact
Eleni Stylianou
702-989-7694
[email protected]

SOURCE CleanSpark, Inc.