CLEANSPARK, INC. (Form: 8-K, Received: 10/11/2022 09:06:00)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 08, 2022

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)


Nevada	001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2370 Corporate Circle, Suite 160
Henderson, Nevada		89074
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 941-8047

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CLSK	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed on September 9, 2022, CleanSpark, Inc., a Nevada corporation (the “Company”) entered into (i) a Purchase and Sale Agreement (the “Purchase Agreement”), by and among the Company’s wholly owned subsidiary CSRE Properties Sandersville, LLC, a Georgia limited liability company (the “Property Purchaser”), Luna Squares, LLC, a Delaware limited liability company (the “Property Seller”), the Company and Mawson Infrastructure Group, Inc. a Delaware corporation (“Mawson” and, collectively with the Property Seller, the “Sellers”), 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 the Company’s wholly owned subsidiary CleanSpark GLP, LLC, a Georgia limited liability company (the “Miner Purchaser”), Cosmos Infrastructure, LLC, a Delaware limited liability company (the “Miner Seller”) and Mawson. The Company previously reported its entry into the Agreements in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 9, 2022 (the “Initial 8-K”).

On October 8, 2022, the parties to the Purchase Agreement entered into the First Amendment to Purchase and Sale Agreement (the “First Amendment”) to change the composition of the consideration payable on the closing of the acquisition for the Property from (x) (i) $17.0 million in cash; (ii) 1,590,175 shares (the “Closing Shares”) of common stock, par value $0.001 per share of the Company (the “Company Common Stock”) (which have a value of approximately $4.8 million based upon the closing price of the Common Stock on October 7, 2022), and (iii) $3.0 million in seller financing in the form of a promissory note (the “Promissory Note”) to (y) (i) $13.5 million in cash; (ii) the Closing Shares, and (iii) a $6.5 million Promissory Note (collectively, the “Purchase Agreement Consideration”). The First Amendment also made certain amendments to the terms of the Promissory Note.

On October 8, 2022 (the “Closing Date”), the Company and the Property Purchaser completed the acquisition (the “Closing”) of the Property, and paid the Purchase Agreement Consideration. Also on the Closing Date, the Miner Purchaser acquired 6,468 application-specific integrated circuit miners (the “ASICs”) pursuant to the Equipment Purchase Agreement, and agreed to pay up to $9.48 million in cash within 15 days of Closing.

The following additional consideration may be payable to Sellers following the Closing Date pursuant to the Purchase Agreement:

i. up to 1,100,890 shares of Company Common Stock (the “Earn-out Shares” and, together with the Closing Shares, the “Company Shares”) (which have a value of $4.5 million based upon the volume weighted average price of the 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.

The Closing Shares were, and any Earn-Out Share will be, issued in a private placement pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 4(a)(2) of the Securities Act. The Sellers represented that each of the Sellers is an accredited investor, and is acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act.

At the Closing, the Property Purchaser issued a Promissory Note to the Property Seller with the principal amount of $6.5 million. The Promissory Note bears interest at a rate of 8% per annum, bears default interest of 15% per annum applicable to amounts unpaid when due, is due and payable 70 days from the date of the Closing, is guaranteed by the Company, and is secured by a security interest in certain modular data centers being purchased under the Purchase Agreement.

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, the Company has agreed that, following the Closing, it will register the Company Shares for resale by Sellers.

The Company is guaranteeing all of the Property Purchaser’s and Miner Purchaser’s obligations pursuant to the Agreements.

The foregoing descriptions of the Agreements, the First Amendment, the Promissory Note and the Transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements, the First Amendment and the Promissory Note, copies of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 hereto and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On October 11, 2022, the Company issued a press release announcing the closing of the Transactions. A copy of this press release is attached hereto as Exhibit 99.2 and is being furnished with this Current Report on Form 8-K (“Current Report”).

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.2, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely pursuant to this Item 7.01.

Item 9.01 Financial Statements and Exhibits.


10.1†	Purchase and Sale Agreement, dated as of September 8, 2022, by and among CSRE Properties Sandersville, LLC, Luna Squares LLC, Mawson Infrastructure Group, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Initial 8-K).
10.2†	Equipment Purchase and Sale Agreement, dated as of September 8, 2022, by and among CleanSpark GLP, LLC, Cosmos Infrastructure, LLC and Mawson Infrastructure Group, Inc. (incorporated by reference to Exhibit 10.2 to the Initial 8-K).
10.3*	First Amendment to Purchase and Sale Agreement, dated as of October 3, 2022, by and among CSRE Properties Sandersville, LLC, Luna Squares LLC, Mawson Infrastructure Group, Inc. and the Company.
10.4*	Secured Promissory Note of CSRE Properties Sandersville, LLC dated October 5, 2022.
23.1*	Consent of LNP Audit and Assurance International Pty Ltd, independent registered public accounting firm.
99.1*	Audited combined financial statements of the GA Business of Mawson as of and for the year ended December 31, 2021, and the unaudited interim financial statements of the GA Business of Mawson as of and for the period ended June 30, 2022.
99.2*	Press Release, dated as of October 11, 2022 (furnished herewith).
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

_____________________________

† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			CLEANSPARK, INC.

Date:	October 11, 2022	By:	/s/ Rachel Silverstein
			Name: Rachel Silverstein Title: Senior Vice President of Compliance and General Counsel

Exhibit 10.3

FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is effective as of October __, 2022, by and among CSRE PROPERTIES SANDERSVILLE, LLC, a Georgia limited liability company (“Purchaser”), LUNA SQUARES, LLC (f/k/a Innovative Property Management, LLC), a Delaware limited liability company (“Luna”), MAWSON INFRASTRUCTURE GROUP, INC., a Delaware corporation (“MIG,” and Luna and MIG are collectively referred to as “Seller”), and CLEANSPARK, INC., a Nevada corporation (“Parent”).

RECITALS

A. Seller, Purchaser and Parent have entered into that certain Purchase and Sale Agreement dated September 8, 2022 (the “Agreement”); and

B. Seller, Purchaser and Parent desire to amend the Agreement pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions. Unless otherwise defined in this Amendment, all capitalized terms herein shall have the meanings ascribed to them in the Agreement.

Consideration. The parties agree that the consideration for this Amendment consists of the mutual benefits arising from the modifications set out below.

Section 3(a) The parties agree that Section 3(a) of the Agreement shall be deleted in its entirety and be replaced with the following:

“(a) At the Closing (as defined in Section 10.1 below), and subject to the satisfaction of the conditions set forth in Section 16 below, Purchaser shall pay Luna the Closing Purchase Price, less a credit against the Cash Consideration, defined below, in the amount of the Earnest Money, defined in Section 4 below, and as adjusted to reflect the prorations provided for herein. Payment of the Purchase Price shall be comprised of the following: (i) Six Million Five Hundred Thousand and No/100 Dollars ($6,500,000.00) in Luna Financing, defined and described in Section 19 below; (ii) the issuance by Parent to Luna (or MIG as its designee, as directed by Luna) of the Closing Parent Shares, such shares having a value of Six Million, Five Hundred Thousand and No/100 Dollars ($6,500,000.00) as of the Effective Date (based upon the volume weighted average price of the Parent Common Stock over the five trading days immediately preceding the Effective Date), in accordance with the terms of this Agreement; and (iii) Thirteen Million


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Five Hundred Thousand and No/100 Dollars ($13,500,000.00) by wire transfer of immediately available funds (the “Cash Consideration”).”

Section 19.01 The parties agree that Section 19.01 of the Agreement shall be deleted in its entirety and be replaced with the following:

“19.01 Seller Financing. Seller shall provide seller financing for a portion of the Purchase Price as described in Section 3 above pursuant to the following terms (the “Seller Financing”). Seller shall provide a loan at Closing in the principal amount of Six Million Five Hundred Thousand and No/100 Dollars ($6,500,000.00) (“Total Loan Amount”). The interest rate shall be eight percent (8%) per annum, compounded monthly on any amounts outstanding. Default interest of 15% per annum will apply to any amounts unpaid when due. The Total Loan Amount with accrued but unpaid interest shall be repaid at the end of seventy (70) days after Closing. The Seller Financing will be evidenced by a secured promissory note substantially in the form in Exhibit “G” (the “Note”) and all obligations due under the Note shall be guaranteed by Parent and secured by a first priority security interest in the assets being sold by Seller to Purchaser, substantially in the form in Exhibit “G” (the “Security Agreement”).”

Exhibit G - Note. The Note provided in Exhibit G of the Agreement is deleted in its entirety and replaced with the revised Note attached hereto as Exhibit G.

Schedules. Schedules 1, 1.1, 2 and 13.8 of the Agreement are all deleted in their entirety and replaced with Schedules 1, 1.1, 2 and 13.8, respectively, attached hereto.

Schedule 13.16. A new Schedule 13.16 is to be added to the Agreement as provided in Schedule 13.16 attached hereto.

Binding Agreement. All of the terms and provisions of this Amendment shall be binding upon each party hereto and their respective successors and assigns, and shall inure to the benefit of each party hereto and their respective successors and assigns.

Counterparts. This Amendment may be executed in multiple counterparts and transmitted by facsimile, by electronic mail in portable document format (“PDF”) form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a party’s signature, with each such counterpart, facsimile or PDF signature constituting an original and all of which together constituting one and the same original.

10.

Authority. The undersigned warrants that the individual executing this Amendment on behalf of such party has the requisite authority to execute this Amendment and to bind such party to all the provisions of this Amendment.

11.

Continuing Validity. Except as expressly modified by this Amendment, the terms and conditions of the Agreement will remain unchanged and in full force and effect, and are expressly


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incorporated by reference in this Amendment. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment will prevail.

[SIGNATURES ON THE FOLLOWING PAGE]


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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

PURCHASER:
 
CSRE PROPERTIES SANDERSVILLE, LLC, a Georgia limited liability company
 
By: CSRE Property Management Company, LLC, a Georgia limited liability company, its Manager
 
By: CleanSpark, Inc., a Nevada corporation, its Manager
 
By: /s/ Zachary K. Bradford
        Zachary K. Bradford, President

SELLER:
 
LUNA SQUARES, LLC (f/k/a Innovative Property Management, LLC), a Delaware limited liability company
 
By: /s/ James Manning
       James Manning, CEO

PARENT:

CLEANSPARK, INC. a Nevada corporation
 
By: /s/ Zachary K. Bradford
        Zachary K. Bradford, President

PARENT:
 
MAWSON INFRASTRUCTURE GROUP, INC., a Delaware corporation
 
By: /s/ James Manning
       James Manning, CEO


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Exhibit 10.4

SECURED PROMISSORY NOTE

October __, 2022 $6,500,000.00

CSRE PROPERTIES SANDERSVILLE, LLC, a Georgia limited liability company, having a mailing address at 2380 Godby Road, College Park, Georgia 30349 (“Maker”), hereby promises to pay to the order of 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 (“Holder”), the principal amount of $6,500,000.00 (Six Million Five Hundred Thousand and No/Dollars) (the “Principal Balance”) or such greater or lesser amount as may be due hereunder from time to time together with interest thereon calculated from the date hereof (the “Closing Date”) in accordance with the provisions of this secured promissory note (this “Note”).

Payment of Interest. Interest shall accrue monthly on the outstanding Principal Balance commencing on the Closing Date and shall continue accruing until repayment of all amounts due hereunder, at a rate equal to eight percent (8%) per annum, but in no event in excess of the Maximum Rate. Interest shall be computed on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Subject to Section 2(e), all interest accrued hereon shall be paid at the end of 60 days after Closing, along with the principal balance.

Payment of Principal Balance.

(a)

Maturity. Subject to the provisions of Section 2(e), (i) Maker shall pay $6,500,000.00 (Six Million Five Hundred Thousand and No/Dollars) of Principal Balance (“First Loan”), together with all accrued but unpaid interest, including default interest under Section 7(b)(ii), if any, thereon, on the date which is 70 days from Closing under the Purchase and Sale Agreement;

(b)

Amortization. No Amortization Payments will be required during the term of this Agreement.

(c)

Optional Prepayments. Maker may, at any time and from time to time, without premium or penalty, prepay all or any portion of the unpaid Principal Balance of this Note together with any unpaid interest which has accrued on the portion of the Principal Balance so prepaid.

(d)

Time of Payment. Maker shall make each payment under this Note not later than 12:00 p.m. (noon) (New York time) on the day when due to Holder by wire transfer to an account or by such other means to such other address as Holder shall have notified Maker in writing and without setoff or counterclaim. All payments received by Holder after 12:00 p.m. (noon) (New York time) shall be deemed received on the next Business Day and such extension of time shall be included in the computation of interest in connection

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with such payment. If any payment on this Note becomes due on any day other than a Business Day, then such payment shall be made on the next Business Day and such extension of time shall be included in the computation of interest in connection with such payment.

(e)

Application of Payments. Payments under this Note (including, for the avoidance of doubt, prepayments pursuant to Section 2(c)) shall be applied (i) first, to the payment of fees then due hereunder, (ii) second, to the payment of accrued and unpaid interest hereunder until all such interest is paid, (iii) third, to reduce the Principal Balance of the First Loan, (iv) fourth, to reduce the Principal Balance of the Second Loan (to be applied to the remaining installments of the Principal Balance in inverse order of maturity). Any principal under this Note that is prepaid or repaid, in whole or in part, may not be reborrowed.

Representations and Warranties. Maker hereby represents and warrants to Holder as of the date hereof that: (a) Maker (i) is duly organized and validly existing, (ii) is in good standing under the laws of its jurisdiction of formation and (iii) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business in which it is currently engaged; (b) the execution, delivery and performance by Maker of this Note and the other Note Documents to which it is a party (i) are within its powers, have been duly authorized by all necessary action and do not contravene Maker’s organizational or governing documents, and (ii) do not contravene any law or order applicable to, binding on or affecting Maker and will not constitute or result in a default under any material agreement or contract binding on or affecting Maker; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental entity is required for Maker’s due execution, delivery and performance of this Note or any of the other Note Documents to which it is a party except (i) such as have been obtained or made and are in full force and effect and (ii) for filings and recordings necessary to perfect Liens created pursuant to the Security Documents; (d) each of the Note Documents is Maker’s or Maker Parent’s, as applicable, legal, valid and binding obligation enforceable against Maker or Maker Parent, as applicable, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; and (e) there is no legal proceeding pending or, to the actual knowledge of Maker, threatened in writing affecting Maker which would, if decided against Maker, be reasonably expected to have a Material Adverse Effect.

Affirmative Covenants. Until Payment in Full, Maker agrees that Maker shall:

(a)

(i) preserve, renew, and maintain in full force and effect (x) its organizational existence and (y) good standing (or the equivalent thereof) under the laws of the jurisdiction of its organization, (ii) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, and (iii) comply with all Laws, except, in the causes of clauses (i)(y), (ii) and (iii), where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

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(b)

promptly upon any executive officer of Maker obtaining knowledge that a Default or an Event of Default has occurred and is continuing, notify Holder in writing of the details of the occurrence and the action, if any, Maker has taken or proposes to take with respect to such Default or Event of Default;

(c)

keep all Collateral in reasonably good working order and condition, ordinary wear and tear excepted except where a failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;

(d)

maintain with financially sound and reputable insurance companies not affiliates of the Maker Parent or any of its Subsidiaries, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, including, without limitation, liability, casualty and property insurance; and

(e)

from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as Holder may reasonably request for the purposes of implementing or effectuating the provisions of this Note and the other Note Documents, or of renewing the rights of Holder with respect to the Collateral as to which Holder has or is entitled to have a perfected first priority (subject to Permitted Liens that have priority as a matter of law) Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created by the Security Documents.

Negative Covenants. Until Payment in Full, Maker agrees that Maker shall not:

(a)

create, grant, incur or suffer to exist any Lien on any Collateral, other than the Liens securing the Note Obligations and Permitted Liens;

(b)

consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or dispose of all or substantially all of its property or business;

(c)

consummate any Asset Sale without the prior written consent of Holder, at its sole discretion and which may be subject to conditions; or

(d)

use any proceeds of this Note for any purpose other than the funding the purchases under the Purchase and Sale Agreement.

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Recordkeeping. Holder is hereby authorized by Maker to record in the manual or data processing records of Holder, the date and amount of each obligation and borrowing hereunder and the amount of the outstanding Principal Balance and the date and amount of each repayment of principal and each payment of interest. In the absence of manifest error, such records shall be presumed to be accurate; provided, however, that the failure of Holder to make any such record entry with respect to any borrowing or payment shall not limit or otherwise affect the obligations of Maker under this Note. Holder will make the records available to Maker on request.

Defaults and Remedies.

(a)

Events of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default” under this Note:

(i)

Maker shall fail to make any payment of (x) unpaid principal or (y) accrued but unpaid interest or other amounts (other than principal) under this Note when and as the same shall become due and payable, and, in the case of clause (y), such failure to pay is not cured within five (5) Business Days after the occurrence thereof;

(ii)

(A) Maker or Maker Parent shall commence an Insolvency Proceeding, (B) Maker or Maker Parent shall make a general assignment for the benefit of its creditors, (C) Maker or Maker Parent shall admit in writing its inability to pay its debts as they become due, or (D) there shall be commenced against Maker or Maker Parent an Insolvency Proceeding that (1) results in the entry of an order for relief by a court of competent jurisdiction or any such adjudication or appointment or (2) remains undischarged or unstayed for a period of forty-five (45) consecutive days;

(iii)

Maker or Maker Parent fails to comply with or to perform any covenant set forth in any Note Document (other than as specified in clause (a)(i) of this Section) and fails to cure the breach within ten (10) days after (i) obtaining knowledge thereof or (ii) written notice thereof from Holder;

(iv)

(i) any of the Note Documents shall cease, for any reason (other than by reason of the express release thereof pursuant to the terms thereof) to be in full force and effect or shall be asserted in writing by Maker or Maker Parent to not be a legal, valid and binding obligation of any party thereto, (ii) any security interests purported to be created by any Security Document shall cease to be, or shall be asserted in writing by Maker not to be, a valid and perfected security interest in the Collateral purportedly covered thereby, except to the extent that any such loss of perfection results from the release of such Collateral in accordance with the terms hereof or thereof or the occurrence of a Payment in Full or any other termination of such Security Document in accordance with the terms thereof, (iii) any guarantee obligation by Maker Parent of any of the Note Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by Maker Parent not to be legal, valid and binding obligations (other than as a result of the discharge of Maker Parent in accordance with the terms thereof);

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(v)

one or more final judgments or decrees of a court of competent jurisdiction for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against Maker or Maker Parent, and the same shall remain unpaid, unvacated, undischarged, unstayed or unbonded pending appeal for a period of thirty (30) consecutive days after the entry thereof;

(vi)

Maker shall fail to pay any of its Debts (other than Debt arising under this Note), or any interest or premium thereon, when due (whether by scheduled maturity, acceleration, demand or otherwise) in aggregate principal amount (together with any other Debt which Maker shall fail to pay when due) in excess of $500,000, and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;

(vii)

Maker shall fail to comply with the obligations under Section 2(c);

(viii)

any representation or warranty made or deemed made by or on behalf of Maker Parent, Maker or any of their respective Subsidiaries in or in connection with any Note Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Note Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made.

(b)

Remedies. If an Event of Default has occurred and is continuing:

(i)

Holder may declare all or any portion of the unpaid Note Obligations to be immediately due and payable (provided, however, that if an Event of Default specified in Section 7(a)(ii) above occurs, the entire unpaid Note Obligations shall forthwith automatically become and be immediately due and payable without any notice, declaration or other act on the part of Holder);

(ii)

upon the written election of Holder to Maker (provided that no election shall be required in the case of an Event of Default under Section 7(a)(ii)), overdue amounts under the Note Documents shall bear default interest at the rate of 7% per annum plus the rate otherwise applicable to the Principal Balance hereunder, but in no event in excess of the Maximum Rate; and

(iii)

Holder shall be entitled to exercise at any time and from time to time all rights and remedies available to it under the other Note Documents and any other contract or agreement and all other rights that Holder may have pursuant to applicable law or equity.

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Definitions.

“Asset Sale” means any single sale, transfer, assignment, lease, license or other disposition, whether voluntary or involuntary (including, without limitation, any settlement of or payment in respect of any property, casualty or other insurance claim or any condemnation or similar proceeding), of Collateral or a series of related dispositions of Collateral having an aggregate fair market value in excess of $100,000.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Collateral” means all property pledged or granted or purported to be pledged or granted as collateral pursuant to any Security Document.

“Debt” of any Person means (a) all indebtedness of such Person for borrowed money, (b) all indebtedness of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all capital lease and finance lease obligations of such Person, (d) all obligations of such Person for the deferred purchase price of property or services, (e) obligations with respect to letters of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings, (f) any equity interests or other equity instrument, whether or not mandatorily redeemable, that under GAAP is characterized as debt, issued by such Person, (g) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to, or to invest in, any other Person, or otherwise to assure a creditor against loss, in each case, in respect of any Debt set out in clauses (a) through (f) of such other Person, and (h) the obligations of any other Person set out in clauses (a) through (g) secured by any Lien on any asset of such first Person, whether or not such obligation has been assumed by such first Person.

“Default” means any of the events specified in Section 7(a), whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Dollars,” “cash” and “$” each means freely transferable lawful money of the United States of America.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination.

“Insolvency Proceeding” means any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or

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its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets of any Person in connection with a bankruptcy, insolvency, reorganization or relief of debtors.

“law” or “laws” means, collectively, all international, federal, state, local or foreign law, statute or ordinance, treaty, common law, or any rule, code and administrative or judicial authority, regulation, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of, or agreement with, any governmental authority.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction.

“Loan” means the Loan.

“Maker Parent” means Mawson Infrastructure Group Inc., a Delaware corporation.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition, results of operations or prospects of Maker, (b) the ability of Maker Parent or Maker to fully and timely perform its obligations under the Note Documents or (c) the rights and remedies of Holder under the Note Documents.

“Maximum Rate” means the maximum non-usurious interest rate permitted by applicable law.

“Note Documents” means this Note, the Security Documents, and any other document designated as such by Holder, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Note Obligations” means all indebtedness, liabilities and Obligations, of any nature or kind, present or future, at any time owing by Maker or Maker Parent to Holder pursuant to any Note Document.

“Obligations” means any and all Debt, liabilities and obligations, in each case including, without limitation, any and all interest thereon accruing before and after any Insolvency Proceeding (whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any and all premiums, penalties, fees, expenses and other amounts in respect thereof, regardless of whether direct or indirect, now existing or hereafter arising, absolute or contingent, secured or unsecured, or long-term or short-term.

“Payment in Full” means in respect of a Loan under this Note, the indefeasible payment in full, in cash, of all principal, interest and other Note Obligations (other than inchoate indemnity

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and reimbursement obligations) or the set- off of amounts due and payable to the Maker under the Purchase and Sale Agreement under Section 22.4 against that Loan.

“Permitted Liens” shall have the meaning assigned to such term in the Security Agreement.

“Person” means and includes an individual, a partnership, a joint venture, a limited liability company, a corporation or trust, an unincorporated organization, a group, a government or other department or agency thereof, or any other entity.

“Purchase and Sale Agreement” means the Purchase and Sale Agreement dated September 8, 2022 between CSRE Properties Sandersville, LLC, Luna Squares, LLC, Mawson Infrastructure Group, Inc. and CleanSpark Inc.

“Security Agreement” means that certain Guarantee and Security Agreement in the form attached hereto as Exhibit A, dated as of the date hereof, by and among Maker and Maker Parent, each as grantors, and Holder, as secured party, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Security Documents” shall mean the Security Agreement and each other security document or pledge agreement delivered in accordance with applicable law purporting to grant a valid, perfected Lien on any property as Collateral for the Note Obligations, and any other document or instrument utilized to pledge or grant or purport to pledge or grant a Lien on any property as Collateral for the Note Obligations, in each case as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity, a majority of the partnership or other similar ownership interest thereof that is vested with management or control rights is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes hereof, a Person shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity if such Person shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or shall control any managing director, managing member, manager or general partner of such limited liability company, partnership, association, or other business entity.

“UCC” means the Uniform Commercial Code as enacted and in effect from time to time in any applicable jurisdiction.

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Amendment and Waiver. The provisions of this Note may be amended or waived only with the written consent of Holder and Maker.

10.

Assignment and Transfer. Maker shall not be permitted to assign or delegate its rights or obligations under this Note or any other Note Document without the prior written consent of Holder, and any such prohibited assignment or delegation shall be null and void ab initio.

11.

Cancellation. Subject to Section 22, after Payment in Full, this Note shall be automatically canceled and Holder shall immediately surrender this Note to Maker for cancellation, and after such cancellation, this Note shall not be reissued.

12.

Replacement. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this Note, upon receipt of an indemnity reasonably satisfactory to Maker or, in the case of any such mutilation, upon the surrender and cancellation of this Note, Maker shall execute and deliver, in lieu thereof, a new Note of like tenor and dated the date of such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by Maker shall not be deemed to be an outstanding Note and shall be deemed cancelled.

13.

Place of Payment; Notices.

(a)

Payments of principal and interest are to be made by Maker in Dollars in immediately available funds. Payments of principal and interest shall be made to the bank account of Holder set forth in Maker’s records or at such other address as is specified by prior written notice by Holder to Maker. As at the date of this Note, the Holder’s bank details are:


Beneficiary Account Name & Address:	LUNA SQUARES LLC 2015 GEORGE LYONS PKWY SANDERSVILLE GA 31082
Beneficiary Account #:	1504553392
For Domestic Wires:	Routing Number (ABA) 026013576
For International Wires:	Swift/BIC Code SIGNUS33XXX
Beneficiary Bank: Signature Bank	Signature Bank 565 Fifth Avenue New York NY 10017

(b)

All notices, requests, and demands or other communications provided for herein to or upon the respective parties hereto to be effective shall be in writing (including

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by email), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, or, in the case of email notice, when received, addressed as follows, or to such other address as may be hereafter notified by such addressee:

(i)

If to Holder:

Level 5 97 Pacific Highway North Sydney New South Wales
Australia 2066Email: james@mawsoninc.com
Attn: James Manning, CEO

with a copy (which shall not constitute notice) to:

Email: legal@mawsoninc.com
Attn: General Counsel

(ii)

If to Maker:

CleanSpark, Inc.
Email: Legal@cleanspark.com
Attn: Legal Department, 2370 Corporate Circle, Suite 160
Henderson, Nevada 89074

with a copy (which shall not constitute notice) to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
Email: jdaniels@bakerdonelson.com; gbarnes@bakerdonelson.com
Attn: Justin Daniels and Gary Barnes

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14.

Business Days. If any time period for giving notice or taking action expires, on a day that is not a Business Day, such time period shall automatically be extended to the next Business Day.

15.

Waiver of Presentment, Demand and Dishonor. Maker hereby waives presentment for payment, protest, demand, notice of protest, notice of acceleration, notice of intent to accelerate, notice of nonpayment and diligence with respect to this Note, and waives and renounces all rights to the benefits of any statute of limitations or any moratorium, appraisement, exemption, or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under the U.S. Bankruptcy Code, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the Note Obligations hereunder and any and all extensions, renewals, and modifications hereof.

16.

Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Georgia.

17.

Waiver of Jury Trial. EACH OF MAKER AND HOLDER AGREES THAT IT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO JURY TRIAL OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS NOTE OR ANY OTHER NOTE DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS IN RESPECT OF THIS NOTE OR ANY OTHER NOTE DOCUMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF MAKER AND HOLDER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT HOLDER AND MAKER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS NOTE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF HOLDER OR MAKER TO THE WAIVER OF SUCH PERSON’S RIGHT TO TRIAL BY JURY.

18.

Cost of Collection; Indemnification. Maker agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of Holder in connection with the collection of the Note Obligations or the enforcement of this Note or the other Note Documents or during any workout, restructuring or negotiations in respect. In addition, Maker agrees to pay, and to save and hold harmless Holder from all liability for, any fees, costs or expenses incurred in connection with collection of the Note Obligations or Holder’s enforcement of its rights under this Note and the other Note Documents, in each case, except to the extent resulting from the bad faith, willful misconduct or gross negligence of Holder.

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19.

No Waiver. The rights and remedies of Holder expressly set forth in this Note are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure or delay on the part of Holder in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Event of Default. No course of dealing between Maker and Holder or their agents or employees shall be effective to amend, modify or discharge any provision of this Note or to constitute a waiver of any Event of Default. No notice to or demand upon Maker in any case shall entitle Maker to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Holder to exercise any right or remedy or take any other or further action in any circumstances without notice or demand.

20.

Usury Laws. It is the intention of Maker and Holder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. The aggregate of all interest contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the Maximum Rate. If such interest does exceed the Maximum Rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, immediately credited against any remaining unpaid Principal Balance, or if this Note has been repaid, then such excess shall, within five (5) Business Days, be refunded by Holder to Maker.

21.

Release of Liens. Any Lien on any Collateral granted to or held by Holder under any Note Document shall be automatically released (i) upon Payment in Full of the relevant Loan and (ii) at the time the Collateral subject to such Lien is disposed of in a transaction permitted by this Note and the other Note Documents, and Holder shall promptly execute and deliver to Maker (at Maker’s sole expense) such documents as Maker shall reasonably request to evidence the release of such Collateral and deliver to Maker such Collateral as may be in the possession of Holder or any bailee of Holder.

22.

Rescission of Payments. If at any time, any payment made by Maker under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of Maker or otherwise, Maker’s obligations to make such payment shall be reinstated as though such payment had not been made.

23.

Counterparts; Integration; Effectiveness. This Note, the other Note Documents and any amendments, waivers, consents, or supplements hereto and thereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note and the other Note Documents constitute the entire contract between the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto; provided that, in the case of any conflict between the terms of this Note and the terms of any other Note Document, the terms of this Note shall prevail. Delivery of an executed counterpart of a signature page to this Note or other Note Document by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note or other Note Document, as applicable.

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24.

Severability. If any term or provision of this Note or any other Note Document is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or other Note Document, as applicable, or invalidate or render unenforceable such term or provision in any other jurisdiction.

* * *

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IN WITNESS WHEREOF, Maker has executed and delivered this Note on the date first above written.

MAKER:

CSRE PROPERTIES SANDERSVILLE, LLC,

a Georgia limited liability company

By: CSRE Property Management Company, LLC, a Georgia limited liability company, its Manager

By: CleanSpark, Inc., a Nevada corporation, its Manager

By: /s/ Zachary K. Bradford

Zachary K. Bradford, President

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CleanSpark Completes Acquisition of Mawson Inc.’s Sandersville Facility

The acquisition has already added 560 PH/s of low-carbon bitcoin mining to CleanSpark’s hashrate, bringing its total hashrate to over 4.7 EH/s; The site is expected to bring an additional 1 EH/s by year-end; Total planned capacity is 230 MW or 7.0 EH/s

LAS VEGAS, October 11, 2022 -- CleanSpark, Inc. (Nasdaq: CLSK) (“CleanSpark”), America’s Bitcoin Miner™, today announced it has completed the acquisition of Mawson Infrastructure Group Inc.’s (Nasdaq: MIGI) (“Mawson”) bitcoin mining facility in Sandersville, Georgia, effective October 8. The acquisition includes nearly 6,500 miners, or about 560 petahashes per second (PH/s). Mawson’s former staff at the site have transitioned to CleanSpark’s team.

The Sandersville site is CleanSpark’s fourth campus in Georgia, with other locations in College Park, Norcross, and Washington. The company co-locates machines in Massena, NY, and has co-location agreements with Lancium in West Texas, slated to start hashing in 2023. Including Sandersville, CleanSpark operates about 220 MW of bitcoin miners with a hashrate of over 4.7 EH/s. CleanSpark draws power predominantly from low-carbon sources, such as nuclear energy, and boasts a clean energy profile that is over 90% non-carbon.

“Mawson has built a world-class facility, staffed by an incredible team, and we are looking forward to continuing their work in Sandersville, eventually building this site to its full potential of 230 MW as we work toward our 2023 year-end guidance of 22.4 EH/s,” said Zach Bradford, CleanSpark’s CEO. “We are equally committed to deepening and developing our relationship with the people of Sandersville as we build sustainable bitcoin infrastructure.”

CleanSpark has a strong tradition of supporting the communities it operates in. It has invested over $275 million in Georgia communities, which includes property and energy infrastructure upgrades, equipment and hardware investments, over 80 highly skilled and skilled jobs, scholarships, and various community sponsorships.

In accordance with the definitive agreements, Mawson received at closing consideration of approximately $34.3 million, which includes 1,590,175 shares of CleanSpark common stock, subject to certain holdbacks. Mawson may receive an additional $2 million in a seller-financed earn-out payable after 60 days post-closing once certain conditions are met.

H.C. Wainwright & Co. acted as financial advisor to CleanSpark. Baker Donelson and Katten Muchin Rosenman LLP served as legal counsel for CleanSpark in connection with the transaction.

About CleanSpark

CleanSpark (NASDAQ: CLSK) is America’s Bitcoin Miner™. Since 2014, we’ve helped people achieve energy independence for their homes and businesses. In 2020, we began applying that expertise to develop sustainable infrastructure for Bitcoin, an essential tool for financial independence and inclusion. We strive to leave the planet better than we found it by sourcing and investing in low-carbon energy, like wind, solar, nuclear, and hydro. We cultivate trust and transparency among our employees, the communities we operate in, and the people around the world who depend on Bitcoin. CleanSpark is a Forbes 2022 America's Best Small Company and holds the 44th spot on the Financial Times' List of the 500 Fastest Growing Companies in the Americas. For more information about CleanSpark, please visit our website at www.cleanspark.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this press release may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this press release, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, business strategy, expansion plans, market growth and our objectives for future operations.

The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the success of its digital currency mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which we operate, increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the anticipated delivery dates of new miners; the ability to successfully deploy new miners; the dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the expectations of future revenue growth may not be realized; the impact of global pandemics (including COVID-19) on logistics and shipping and the demand for our products and services; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in the Company's Annual Report on Form 10-K and any subsequent filings with the SEC. The forward-looking statements in this press release are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this press release with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise.

Investor Relations Contact

Matt Schultz, Executive Chairman
ir@cleanspark.com

Media Contacts

Isaac Holyoak
pr@cleanspark.com

BlocksBridge Consulting
cleanspark@blocksbridge.com