$Mawson Infrastructure Group Inc.(MIGI)$
Mawson Infrastructure Group, Inc. ("Mawson") entered into (i) a Purchase and Sale Agreement (the "Purchase Agreement"), by and among Mawson, Mawson's wholly owned subsidiary Luna Squares, LLC (the "Property Seller" and, collectively with Mawson, "Seller"), CleanSpark, Inc. ("CleanSpark") and CleanSpark's wholly owned subsidiary, CSRE Properties Sandersville, LLC (the "Property Purchaser"), and (ii) an Equipment Purchase and Sale Agreement (the "Equipment Purchase Agreement" and, together with the Purchase Agreement, the "Agreements" and, the transactions contemplated by the Agreements, the "Transactions") by and among Mawson, Mawson's wholly owned subsidiary, Cosmos Infrastructure, LLC (the "Miner Seller"), and CleanSpark's wholly owned subsidiary, CleanSpark GLP, LLC (the "Miner Purchaser").
Pursuant to the Purchase Agreement, and subject to the terms and conditions thereof, the Property Purchaser will assume from the Property Seller a lease for approximately 16.35 acres of real property located in Sandersville, Washington County, Georgia (the "Property"), and purchase from the Property Seller all personal property situated on the Property. On the closing date of the Transactions (the "Closing Date"), CleanSpark will pay the following consideration to Seller pursuant to the Purchase Agreement: (i) $17.0 million in cash; (ii) 1,590,175 shares (the "Closing Shares") of common stock, par value $0.001 per share of CleanSpark (the "CleanSpark Common Stock") (which have a value of $6.5 million based upon the volume weighted average price of the CleanSpark Common Stock over the five trading days immediately preceding the signing date of the Agreements), and (iii) $3.0 million in Seller financing in the form of promissory notes.
The following additional consideration may be payable to Seller following the Closing Date:
i. up to 1,100,890 shares of CleanSpark Common Stock (the "Earn-out Shares" and, together with the Closing Shares, the "CleanSpark Shares") (which have a value of $4.5 million based upon the volume weighted average price of the CleanSpark Common Stock over the five trading days immediately preceding the signing date of the Agreements), based upon the number of modular data centers on the Property occupied by the Property Seller ("Co-location MDCs") being emptied and made available for use by the Property Purchaser, with 100% of the Earn-Out Shares being available with respect to Co-location MDCs that are emptied on or before the 195th day after the Closing Date, and 84% of the Earn-out Shares being available with respect to Co-location MDCs that are emptied on the 196th day after the Closing Date, and such percentage being reduced by an additional 1 percentage point until 100 days following the 180th day after the Closing Date, after which Earn-Out Shares can no longer be earned; and
ii. up to an additional $2.0 million in a Seller-financed earn-out payable at least 60 days post-closing if the Property Purchaser is able to utilize at least an additional 150 MW of power on the Property by the six month anniversary of the Closing Date. In the event that the Property Purchaser is able to utilize more than 80 MW but less than 230 MW of power on the Property by the six month anniversary of the Closing Date, then the Property Seller will be entitled to a pro rata portion of such earn-out.
Pursuant to the Equipment Purchase Agreement, the Miner Purchaser will purchase from the Miner Seller, 6,468 application-specific integrated circuit miners ("ASICs") for $9.48 million in cash.
Pursuant to the Purchase Agreement, the Property Seller and its affiliates (collectively, the "Selling Parties") have granted to the Property Purchaser a right of first refusal for a period of one year following the Closing Date with respect to a Selling Party's potential sale of certain cryptocurrency mining facilities, mining assets and properties, including any U.S. facilities in which the Selling Parties acquire an interest during the period of the right of first refusal (individually, the "Other Mining Property"). The Selling Parties have also granted to the Property Purchaser a right of first offer with respect to the Other Mining Property for a period of 180 days after the Closing Date.
Pursuant to the Purchase Agreement, CleanSpark has agreed that, following the Closing, it will register the CleanSpark Shares for resale by Seller.
The closing of the Transactions are subject to customary closing conditions, and the Closing Date is expected to occur in early October.
CleanSpark is guaranteeing all of the Property Purchaser's and Miner Purchaser's obligations pursuant to the Agreements.
The Agreements contain standard representations, warranties, covenants, indemnification and other terms customary in similar transactions. The representations, warranties, covenants, and agreements contained in the Agreements were made solely for the benefit of the parties to the Agreements. In addition, such representations, warranties, covenants, and agreements (i) are intended as a way of allocating the risk between the parties and not as statements of fact, (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, Mawson and (iii) may be subject to qualifications or limitations agreed upon by the parties in connection with the negotiated terms of the Transactions, including being qualified by schedules and other disclosures made by each party. Accordingly, the Agreements are filed with this report only to provide investors with information regarding the terms of the Transactions, and not to provide investors with any other factual information regarding Mawson. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Mawson. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreements, which subsequent information may or may not be fully reflected in public disclosures.
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