UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
On October 6, 2023, CleanSpark, Inc., a Nevada corporation (the "Company"), executed an agreement to purchase 4.4 exahashes per second (EH/s) of the recently announced Antminer S21 bitcoin mining machines, which have an efficiency rating of 17.5 joules per terahash (J/TH). The delivery of the mining machines are set to begin in January 2024. The agreement allows for 20% of the purchase price to be paid to the seller 365 days after the date that machines are delivered. The purchase was made pursuant to the terms of a Future Sales and Purchase Agreement entered into by and between the Company and BITMAIN TECHNOLOGIES DELAWARE LIMITED on October 6, 2023 (the "Agreement"). The Company plans to use the mining machines to expand its digital currency mining activities through its wholly-owned subsidiaries.
The foregoing description of the Agreement that governs the purchase does not purport to be complete, and is qualified in its entirety by reference to the complete text of such Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K ("Current Report").
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On October 11, 2023, the Company issued a press release announcing the purchase. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, 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 disclosed solely pursuant to this Item 7.01.
Forward Looking Statements
This Current Report, including Exhibit 99.1 attached hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding increases in the Company’s capacity, reductions in power consumption and energy costs per bitcoin mined and margin improvements expected to result from the Company’s purchase of the mining machines, statements regarding sources of funds for the purchases and other statements regarding future results of operations and financial position, industry and business trends, business strategy, expansion plans, market growth and the Company’s objectives for future operations. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance, its clean energy initiatives, future profitability associated with mining cryptocurrencies, and the future performance of the markets in which the Company operates, are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements due to the performance of the mining machines; the timing for the arrival and installation of those miners; anticipated timing of the expansions; the risk that the electrical power available to the Company’s existing or new facilities does not increase or become available as expected; fluctuations in the costs of that electrical power; the success of the Company’s digital currency (bitcoin) mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which the Company operates; 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; and risks, uncertainties and other factors described in the Company’s 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, Quarterly Report on From 10-Q and any subsequent filings with the SEC. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks
and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
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99.1 |
Press Release, dated as of October 11, 2023 (furnished herewith) |
104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
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CLEANSPARK, INC. |
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Date: |
October 11, 2023 |
By: |
/s/ Gary Vecchiarelli |
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Name: Gary Vecchiarelli |
BITM/\IN
EXHIBIT 10.1
DATED Oct 6th, 2023
FUTURE
SALES AND PURCHASE AGREEMENT
(Antminer S21-Phase I)
BETWEEN
BITMAIN TECHNOLOGIES DELAWARE LIMITED
("BITMAIN")
and
CleanSpark Inc. ("PURCHASER")
BM Ref: S21-XS-[
v1.0.0.20230923 (Antminer S21-Phase I-US)
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THIS AGREEMENT (the "Agreement") is made on Oct 6th, 2023.
BETWEEN:
Each of the parties to this Agreement is referred herein individually as a "Party" and collectively as the "Parties".
WHEREAS:
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, the Parties agree as follows:
"Affiliate(s)" means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.
"Applicable Law(s)" means any treaty, law, decree, order, regulation, decision, statute, ordinance, rule, directive, code or other document that has legal force under any system of law, including, without limitation, local law, law of any other state or part thereof or international law, and which creates or purports to create any requirement or rule that may affect, restrict, prohibit or expressly allow the terms of this Agreement or any activity contemplated or carried out under this Agreement.
"Business Day(s)" means a day (other than Saturday or Sunday) on which banking institutions in the Relevant Jurisdiction are open generally for normal banking business.
"Contracted Hashrate" means the aggregation of the hashrate of all the Products as set forth in Appendix A.
"Control" means, with respect to any Person, the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, provided that
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in the case of a Person that is an entity, such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the holders of the shares or other equity interests or registered capital of such Person or power to control the composition of a majority of the board of directors or similar governing body of such Person. The terms "Controlled" and "Controlling" have meanings correlative to the foregoing.
"Digital Currency" means Bitcoin, USDT, USDC or any other digital currency as agreed between the Parties in writing.
"Fiat Currency" means US Dollar, or any other government-issued currency designated as legal tender in its country of issuance through government decree, regulation, or law.
"Force Majeure" means in respect of either Party, any event or occurrence whatsoever beyond the reasonable control of that Party, non-foreseeable, or even if foreseen, was unavoidable and occurs after the date of this Agreement in or affecting the Relevant Jurisdictions. "Force Majeure Event(s)" include, without limitation, war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of God, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, landslides, avalanches, floods, hurricanes, explosions, acts of government, and other instances which are accepted as a force majeure event in general international commercial practice. For the avoidance of doubt, any prohibition or restriction in relation to the production and/or sale of cryptocurrency mining hardware declared by any Governmental Authority (other than the local Governmental Authority with competent authority over BITMAIN or Purchaser) shall not constitute a Force Majeure Event.
"Governmental Authority" means any government of any nation, federation, province, state or locality or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of any country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.
"Intellectual Property Rights" means any and all intellectual property rights, including but not limited to those concerning inventions, patents, utility models, registered designs and models, engineering or production materials, drawings, trademarks, service marks, domain names, applications for any of the foregoing (and the rights to apply for any of the foregoing), proprietary or business sensitive information and/or technical know-how, copyright, authorship, whether registered or not, and any neighbor rights.
"Person" means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity (whether or not having separate legal personality).
"Purchase Unit Price" the per unit T price of the Products, as set forth in Appendix A.
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"Product(s)" means the cryptocurrency mining hardware and other equipment or merchandise that BITMAIN will sell to the Purchaser in accordance with this Agreement, details of which are set forth in Appendix A.
"Quantity of the Products" means 12,600, being the quotient of the Contracted Hashrate divided by Rated Hashrate per Unit as set forth in Appendix A, which is for reference only and shall not be deemed as any representation, warranty or covenant made by BITMAIN. The Quantity of the Products shall be automatically adjusted in accordance with the change (if any) of the Rated Hashrate per Unit of the delivered Products.
"Rated Hashrate per Unit" means the rated hashrate of each unit of the Products as set forth in Appendix A.
"Relevant Jurisdiction" means the State of Delaware, the United States.
"Shipping Period" means the estimated time period when BITMAIN shall ship the applicable batch of Products on condition that the Purchaser has fulfilled its payment obligations hereunder, as set forth in Appendix A.
"Total Purchase Price" means US$88,200,000.00, being the product of Purchase Unit Price multiplied by the Contracted Hashrate.
"US$" or "US Dollar(s)" means the lawful currency of the United States of America.
"Warranty Period" means the period of time that the Products are covered by the warranty granted by BITMAIN or its Affiliates in accordance with Clause 6.
"Warranty Start Date" means the date on which the Products are delivered pursuant to Clause 4.1 as recorded on BITMAIN Website.
1.2 In this Agreement, unless otherwise specified:
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3.1. The Purchaser shall pay the Total Purchase Price of each batch of Products in tranches in accordance with the payment schedule as set forth in Appendix B.
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governmental charges and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder. The Purchaser agrees to provide BITMAIN with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the above mentioned taxes as applicable.
(30) days after the expiration of the Shipping Period as set forth in Appendix A, the Purchaser shall be entitled to cancel such batch of Products and request BITMAIN to refund
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the respective price of such undelivered batch of Products already paid by the Purchaser together with an interest at 0.0333% per day for the period from the next day of each payment of the price of such batch of Products to the date immediately prior to the request. In the event that the Purchaser does not cancel undelivered batch of Products and requests BITMAIN to perform its delivery obligation, BITMAIN shall continue to perform its delivery obligation and compensate the Purchaser in accordance with Clause 4.5 of this Agreement.
(30) days after expiration of the Shipping Period as set forth in Appendix A and the Purchaser does not cancel such batch of Products and requests BITMAIN to perform its delivery obligations, BITMAIN shall make a compensation to the Purchaser on daily basis, the amount of which shall equal to 0.0333% of the respective price of such undelivered batch of Products, which already paid by the Purchaser, which compensation shall be made in the form of delivery of more Products increasing the total hashrate. Compensation amount less than the equivalence to the Rated Hashrate per Unit of Product shall be credited to the balance of the Purchaser.
□ Shipping by BITMAIN via FedEx/OHL/UPS/other logistics company;
☑ Self-pick
Logistics costs shall be borne by the Purchaser. BITMAIN shall be entitled to collect payments on behalf of the logistics service providers and issue logistics service invoices if the Purchaser requests BITMAIN to send the Products. If the Purchaser requests BITMAIN to send the Products on behalf of the Purchaser, BITMAIN will send a shipping confirmation to the Purchaser after it has delivered the Products to the carrier.
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(2) business days (the "Acceptance Time") after receiving the Products (the date of signature on the carrier's delivery voucher shall be the date of receipt, or the date when the Purchaser self-picks up the Products, whichever is applicable). If the Purchaser does not raise any written objection within the Acceptance Time, the Products delivered by BITMAIN shall be deemed to be in full compliance with the provisions of this Agreement. The Products delivered are neither returnable nor refundable.
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Product(s) at no charge to the Purchaser. If the Purchaser requires BITMAIN to provide any Warranty services, the Purchaser shall complete the appropriate actions on the BITMAIN Website in accordance with the requirements of BITMAIN and send the Product(s) to the place designated by BITMAIN within the time limit required by BITMAIN. Otherwise, BITMAIN shall be entitled to refuse to provide the Warranty services.
U) damage or loss of data caused by improper usage and behavior which is not recommended and/or permitted in the product documentation provided by BITMAIN;
In case the warranty is voided, BITMAIN may, at its sole discretion, provide repair service to the Purchaser, and the Purchaser shall bear all related expenses and costs.
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requirements or the Products will be uninterrupted or error free. Except as provided in Clause 6.1, BITMAIN makes no warranties to the Purchaser with respect to the Products, and no warranties of any kind, whether written, oral, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose or non-infringement or arising from course of dealing or usage in trade shall apply.
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person in performance of this Agreement shall be the exclusive property of BITMAIN and/or its Affiliates.
10.2 Notwithstanding anything to the contrary herein, all Intellectual Property Rights in the Products shall remain the exclusive property of BITMAIN and/or its Affiliates and/or its licensors. Except for licenses explicitly identified in BITMAIN's shipping confirmation or in this Clause 10.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of BITMAIN and/or its Affiliates or any Intellectual Property residing in the Products provided by BITMAIN to the Purchaser, including in any documentation or any data furnished by BITMAIN. BITMAIN grants the Purchaser a non-exclusive, non-transferrable, royalty-free and irrevocable license of BITMAIN and/or its Affiliates' Intellectual Property Rights to solely use the Products delivered by BITMAIN to the Purchaser for their ordinary function, and subject to the provisions set forth herein. The Purchaser shall in no event violate the Intellectual Property Rights of BITMAIN and/or its Affiliates and/or its licensors.
l0.3 The Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Products in any way. Otherwise, BITMAIN shall have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating BITMAIN and/or its Affiliates for all losses arising out of the infringement, etc.
l0.4 The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of BITMAIN, and shall not reverse engineer or otherwise attempt to derive or obtain information about the function, manufacture or operation of the Products, to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, the Purchaser shall be liable for losses caused to BITMAIN in accordance with Clause 10.3.
l0.5 If applicable, payment by the Purchaser of non-recurring charges to BITMAIN for any special designs, or engineering or production materials required for BITMAIN's performance of obligations for customized Products, shall not be construed as payment for the assignment from BITMAIN to the Purchaser of title to such special design, engineering or production materials. BITMAIN shall be the sole owner of such special designs, engineering or production materials with regard to such Products.
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any discretionary press release nor Securities Exchange Commission filings in any form it believes is required by applicable laws or rules.
I 2.1 The Parties agree that, unless this Agreement specifies otherwise, no Party shall terminate this Agreement in advance.
12.2 This Agreement shall be effective upon execution by both Parties of this Agreement and shall remain effective up to and until the delivery of all Products.
13.l All notices, requirements, requests, claims, and other communications in relation to this Agreement shall be in writing, and shall be given or made by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) or electronic mail to the respective Parties at the addresses specified below or at such other address for a Party as may be specified in a notice given in accordance with this Clause 13.
If to the Purchaser:
Address: 2370 Corporate Circle, Suite 160, Henderson, NV 89074 Attn: Zachary Bradford, CEO
Phone: 702-989-7692
Email: Zach@cleanspark.com
If to BITMAIN:
Address: 840 New Burton Street, Suite 201, Dover, Kent, DE 19904 Attn: Alyssa.liu
Phone: +86 189 592 l 7309
Email: Alyssa.liu@bitmain with a copy to legal@bitmain.com and invoice@bitmain.com
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(y) the design, development, production, or use of missiles or support of missiles projects; and (z) the design, development, production, or use of chemical or biological weapons. The Purchaser further agrees that it will not do any of the foregoing in violation of any restriction, law, or regulation of the European Union or an individual EU member state that imposes on an exporter a burden equivalent to or greater than that imposed by the U.S. Bureau of Industry and Security.
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Majeure Event and the extent to which the claiming Patty expects that the Force Majeure Event may delay, prevent or hinder such Party from performing its obligations under this Agreement; and (ii) use its best effort to remove any such causes and resume performance under this Agreement as soon as reasonably practicable and mitigate its effects.
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Signed for and on behalf of BITMAIN
BITMAIN TECHNOLOGIES DELAWARE LIMITED
Signature
Signed for and on behalf of the Purchaser
CleanSpark Inc.
Signature /s/ Zachary Bradford
Chief Executive Officer
Title
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APPENDIX A
Type |
Details |
Product Name |
HASH Super Computing Server |
Model |
S2l-200.0T |
Rated Hashrate per Unit, T |
200.00 ±10% |
Rated power per Unit, W |
3,500.00 |
J/T |
17.5 |
Contracted Hashrate, T |
2,520,000.00 |
Quantity of the Products |
12,600 |
Quantity of the additional Products for free |
9,450 |
Description |
l. BITMAIN undertakes that the error range of the J/T indicator does not exceed 10%. 2. The Rated Hashrate per Unit and rated power per unit are for reference only and such indicator of each batch or unit of Products may differ. BITMAIN makes no representation on the Rated Hashrate per Unit and/or the rated power per unit of any Products. 3. Purchaser shall not reject the Products on the grounds that the parameters of the delivered Products are not in consistence with the reference indicators. |
accordance with the following arrangements:
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Batch |
Model |
Shipping Period |
Reference Quantity |
Total Rated Hashrate (T) (exclusive of the Hashrate of the Additional Products for Free) |
Quantity of the Additiona I Products for Free |
Total Hash rate (T) of the Addit ional Prod ucts for Free |
Purch ase Unit T Price (US$/ T) |
Corresp onding Total Purchas e Price (US$) |
I |
S21 |
Jan, 2024 |
2,100 |
420,000 |
0 |
0 |
35 |
14,700,0 00.00 |
2 |
S21 |
Feb, 2024 |
2,100 |
420,000 |
0 |
0 |
35 |
14,700,0 00.00 |
3 |
S21 |
Mar, 2024 |
2,100 |
420,000 |
0 |
0 |
35 |
14,700,0 00.00 |
4 |
S21 |
Apr, 2024 |
2,100 |
420,000 |
3,150 |
630,0 00 |
35 |
14,700,0 00.00 |
5 |
S21 |
May, 2024 |
2,100 |
420,000 |
3,150 |
630,0 00 |
35 |
14,700,0 00.00 |
6 |
S21 |
Jun, 2024 |
2,100 |
420,000 |
3,150 |
630,0 00 |
35 |
14,700,0 00.00 |
In Total |
12,600 |
2,520,000 |
9,450 |
1,890 ,000 |
|
88,200, 000.00 |
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G) loss, damage or expense caused by (1) war, civil war, revolution, rebellion, insurrection, or civil strife arising therefrom, or any hostile act by or against a belligerent power, (2) capture, seizure, arrest, restraint or detainment (piracy excepted), and the consequences thereof or any attempt threat, (3) derelict mines, torpedoes, bombs, or other derelict weapons of war; and
(k) loss, damage, or expense caused by strikers, locked-out workmen, or persons taking part in labor disturbances, riots or civil commotion, resulting from strikes, lock-outs, labor disturbances, riots or civil commotions, caused by any terrorist or any person acting from a political motive.
Company Name: Bitmain Technologies Limited
Company address: I1/F., Wheelock House, 20 Pedder Street, Central, Hong Kong Account No.: 36807848057
Bank name: Standard Chartered Bank (Hong Kong) Limited
Bank address: Payment Centre, 15/F, Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong
Swift Code: SCBLHKHHXXX
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Digital Currency shall be USDT. In any circumstance, the Purchaser shall not ask for any refund due to the change of exchange rate.
(3) batches of Products in accordance with Clause l.2 of Appendix A. For the avoidance of doubt, the total quantity of the additional Products shipped during the respective Shipping Period of the remaining three (3) batch of the Products shall not be regarded as part of those batches of Products.
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APPENDIX B
Payment |
Payment Percentage |
Payment Date |
Down Payment |
20% |
20% of the Total Purchase Price of all batches of Products hereunder($ l 7,640,000), plus 30% of the January batch of products ($4,410,000) shall be paid by the Purchaser on or before October 13, 2023, less the deposit ($4,000,000) previously paid by the Purchaser, less coupons to be applied(up to $6,615,000). Down Payment shall equal, $11,435,000 $USD, after coupons and deposits are applied. |
Interim Payment |
30% |
30% of the Total Purchase Price of each batch of Products shall be paid: (a) at least three (3) months prior to the first day of the Shipping Period of such batch of Products, or (b) within seven (7) days after the execution of this Agreement, if this Agreement is executed within three (3) months prior to the first day of the Shipping Period of such batch of Products |
Interim Payment |
30% |
30% of the Total Purchase Price of each batch of Products shall be paid: (a) one (l) month prior to the first day of the Shipping Period of such batch of Products, or (b) within seven (7) days after the execution of this Agreement, if this Agreement is executed within one (1) month prior to the first day of the Shipping Period of such batch of Products |
Balance Payment |
20% |
20% of the Total Purchase Price of each batch of Products shall be paid on the 365th day after the date specified in the Ready-to-Ship Notification for that batch of Products. In the event that the Purchaser makes such Balance Payment in BTC, the amount of the BTC payable by the Purchaser shall be calculated based on the averaging price of Bitcoin from Chainlink at the date of the execution of this Agreement and shall not be subject to any fluctuations in the price of Bitcoin occurring after such date. |
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Exhibit 99.1
CleanSpark Acquires 4.4 EH/s of New Antminer S21 Bitcoin Miners; Expects to Achieve Hashrate of over 20 EH/s
The machines, the most efficient to ever hit the market, are expected to start arriving in January 2024
CleanSpark’s mining fleet is expected to average 23.5 joules per terahash (J/TH) once all machines are deployed
LAS VEGAS, October 11, 2023 -- CleanSpark Inc. (Nasdaq: CLSK), America's Bitcoin Miner, today announced it has purchased 4.4 exahashes per second (EH/s) of the recently announced Antminer S21 bitcoin mining machines. The acquisition continues CleanSpark’s track record as one of the largest, most efficient publicly traded bitcoin miners in North America.
With an efficiency rating of 17.5 joules per terahash (J/TH), the S21 is nearly 20% more efficient than the XP, which had previously been the most efficient bitcoin miner available in the market.
“Integrating the S21 into our mining operations is in line with our commitment to using the most efficient mining technology,” said Zach Bradford, CEO. “The efficiency of the S21 should not only increase our capacity but should also drive down energy costs per bitcoin mined, enhancing our competitive edge within the global mining landscape. Importantly, our scale has positioned us with strong bitcoin production at solid margins, and as a result we expect to fund the majority of the purchase through operating cashflows.”
The machines, with deliveries set to begin in January 2024, were purchased with favorable terms, including 20% seller-based financing of the total purchase price ($12.35 million or $2.80/TH), which is not due for 365 days after the machines are delivered. The new machine is expected to continue to reduce power consumption per bitcoin mined, thereby improving the Company’s margins while supporting its dedication to being wise stewards of the energy it consumes.
Once all machines are installed and hashing, the Company expects to reach an operational efficiency of 23.5 joules per terahash for a 17.25% improvement over CleanSpark’s already above-average operational efficiency of 28.4 joules per terahash.
CleanSpark continues to rank among the top in terms of hashrate realization rate of publicly traded bitcoin mining companies.
About CleanSpark
CleanSpark (Nasdaq: CLSK) is America's Bitcoin Miner. We own and operate data centers that primarily run on low-carbon power. Our infrastructure responsibly supports Bitcoin, the world's most important digital commodity and an essential tool for financial independence and inclusion. We cultivate trust and transparency among our employees and the communities we operate in. 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 include, but are not limited to, statements regarding increases in our capacity, reductions in power consumption and energy costs per bitcoin mined and margin improvements expected to result from our purchase of the Antminer S21 Bitcoin Miners, statements regarding sources of funds for the purchases and
other statements regarding 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 performance of the Antminer S21 bitcoin miners; the timing for the arrival and installation of those miners; the risk that the electrical power available to our existing or new facilities does not increase or become available as expected; fluctuations in the costs of that electrical power; the success of its digital currency (bitcoin) 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; and other risks, uncertainties and other factors 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 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
Brittany Moore
702-989-7693
ir@cleanspark.com
Media Contact
Eleni Stylianou
702-989-7692
pr@cleanspark.com
Document And Entity Information |
Oct. 06, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 06, 2023 |
Entity Registrant Name | CLEANSPARK, INC. |
Entity Central Index Key | 0000827876 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-39187 |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 87-0449945 |
Entity Address, Address Line One | 2370 Corporate Circle, Suite 160 |
Entity Address, City or Town | Henderson |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89074 |
City Area Code | (702) |
Local Phone Number | 989-7692 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Trading Symbol | CLSK |
Security Exchange Name | NASDAQ |
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