Action comes following approval of merger by
GRIID shareholders in October 28th
vote
CleanSpark expects to grow to over 400 MW of
mining capacity in Tennessee
LAS
VEGAS, Oct. 31, 2024 /PRNewswire/
-- CleanSpark, Inc. (Nasdaq: CLSK), America's
Bitcoin Miner® (the "Company"), announced today the
completed acquisition of GRIID Infrastructure Inc. (Nasdaq:
GRDI)("GRIID") on October 30, 2024,
following approval of the transaction by stockholders of GRIID at
the special meeting of its stockholders on October 28, 2024.
"I'm pleased to announce the completion of our acquisition of
GRIID Infrastructure Inc., a strategic move that allows us to grow
our Bitcoin mining capacity in the state of
Tennessee, which we intend to
build to over 400 MW in the coming years," said CleanSpark CEO
Zach Bradford. "Moreover, this adds
significant geographic and power supply diversity through expansion
in the Tennessee Valley Authority (TVA) service territory,
providing us with additional operational flexibility."
"We look forward to smoothly integrating GRIID's team into 'The
CleanSpark Way,' merging their impressive workforce with our own.
We've gotten to know GRIID's employees well in the past three
months as we have prepared for the merger and they have hosted 50
MW of mining capacity for us. The fit couldn't be better, and we
are collectively ready to hit the ground running with GRIID's
existing capacity, new development in TVA, and additional talent
supporting our previously acquired sites in the state," said
Bradford.
"I'm proud to welcome CleanSpark to Tennessee," said U.S. Senator Bill Hagerty (R-TN). The Volunteer State is a
great place to grow a business and has rapidly developed into one
of the centers of America's Bitcoin industry. We boast
a globally competitive workforce, a superior quality of life, and
thanks to TVA, reliable and affordable power. We are excited to see
CleanSpark grow and invest in Tennessee."
"The closing of the merger is a great outcome for GRIID's
shareholders and employees," said GRIID's former CEO Trey Kelly. "It's great to start the next
chapter, and merging with CleanSpark is a tribute to the business
we've built with some of the best Bitcoin mining
professionals in the world. CleanSpark has already begun
demonstrating their ability to accelerate and maximize the value of
GRIID's power pipeline, and I see tremendous upside for the
combined company in the years to come."
Under the terms of the merger agreement originally announced on
June 27, 2024, each share of GRIID
common stock was converted into approximately 0.06959 of a share of
CleanSpark common stock at the effective time of the merger.
In connection with the closing of the transaction, GRIID has
requested that Nasdaq suspend trading of the GRIID common stock and
GRIID public warrants on Nasdaq prior to the opening of trading on
October 31, 2024. The shares of GRIID
common stock are expected to be delisted from Cboe Canada at the
end of the day on October 31,
2024.
Advisors
Cozen O'Connor P.C. served as legal counsel
for CleanSpark and Troutman Pepper Hamilton Sanders LLP served as
legal counsel for GRIID in connection with the transaction.
About CleanSpark
CleanSpark (Nasdaq: CLSK) is America's Bitcoin Miner®.
We own and operate multiple 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 includes
"forward-looking statements" as defined under the federal
securities laws. All statements other than statements of historical
fact included in this press release, including, among other things,
statements regarding the business combination transaction between
CleanSpark and GRIID, future events, plans and anticipated results
of operations, business strategies, the anticipated benefits of the
transaction, the anticipated impact of the transaction on
CleanSpark's business and future financial and operating results,
the expected amount and timing of synergies from the transaction
and other aspects of CleanSpark's operations or operating results
are forward-looking statements. Words and phrases such as
"ambition," "anticipate," "estimate," "believe," "budget,"
"continue," "could," "intend," "may," "plan," "potential,"
"predict," "seek," "should," "will," "would," "expect,"
"objective," "projection," "forecast," "goal," "guidance,"
"outlook," "effort," "target" and other similar words can be used
to identify forward-looking statements. However, the absence of
these words does not mean that the statements are not
forward-looking. Where, in any forward-looking statement,
CleanSpark expresses an expectation or belief as to future results,
such expectation or belief is expressed in good faith and believed
to be reasonable at the time such forward-looking statement is
made. However, these statements are not guarantees of future
performance and involve certain risks, uncertainties and other
factors beyond CleanSpark's control. Therefore, actual outcomes and
results may differ materially from what is expressed or forecast in
the forward-looking statements.
The following important factors and uncertainties, among others,
could cause actual results or events to differ materially from
those described in forward-looking statements: CleanSpark's ability
to successfully integrate GRIID's businesses and technologies,
which may result in the combined company not operating as
effectively and efficiently as expected; the risk that the expected
benefits and synergies of the transaction may not be fully achieved
in a timely manner, or at all; the risk of potential litigation
relating to the transaction that could be instituted against
CleanSpark or its directors; the risk that CleanSpark will be
unable to retain and hire key personnel; unanticipated
difficulties, liabilities or expenditures relating to the
transaction; the effect of the transaction on CleanSpark's common
stock price and uncertainty as to the long-term value of CleanSpark
common stock; risks that the transaction disrupts current plans and
operations of CleanSpark and its management team and potential
difficulties in hiring or retaining employees as a result of the
transaction; reliance on a limited number of key employees; the
availability of financing opportunities and risks associated with
economic conditions; dependency on continued growth in blockchain
and bitcoin usage; anticipated additions to
CleanSpark's hashrate and the timing thereof; the risk that the
electrical power available to CleanSpark's facilities does not
increase as expected; the success of CleanSpark's digital currency
mining activities; the volatile and unpredictable cycles in the
emerging and evolving industries in which CleanSpark operate;
increasing difficulty rates for bitcoin mining;
bitcoin halving; changes in network and
infrastructure; 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 and ability to execute on business
strategy; CleanSpark's ability to remediate the material weakness
identified in the internal control over financial reporting
included in its Annual Report on Form 10-K for the fiscal year
ended September 30, 2023; global and
regional changes in the demand for the services of CleanSpark,
including the conflicts in Ukraine
and the Middle East, and the
global response to such conflict, security threats on facilities
and infrastructure; insufficient liquidity; unexpected cost
increases, inflationary pressures or technical difficulties in
constructing, maintaining or modifying company facilities;
legislative and regulatory initiatives addressing global climate
change or other environmental concerns; public health crises,
including pandemics (such as COVID-19) and epidemics and any
impacts or related company or government policies or actions;
international monetary conditions and exchange rate fluctuations;
CleanSpark's ability to complete any other announced or any other
future dispositions or acquisitions on time, if at all; security
and cybersecurity threats and hacks; dependency on third parties to
maintain cold and hot wallets that hold CleanSpark's
bitcoin; the expectations of future revenue growth and
ability to execute on CleanSpark's business strategy; and other
economic, business, competitive and/or regulatory factors affecting
CleanSpark's business generally as set forth in its filings with
the SEC. For additional information about other factors that could
cause actual results to differ materially from those described in
the forward-looking statements, please refer to CleanSpark's
periodic reports and other filings with the SEC, including the risk
factors contained in CleanSpark's most recent Quarterly Reports on
Form 10-Q and Annual Report on Form 10-K for the fiscal year ended
September 30, 2023, and any
subsequent filings with the SEC. Forward-looking statements
represent current expectations and are inherently uncertain and are
made only as of the date hereof (or, if applicable, the dates
indicated in such statement). Forward-looking statements contained
herein are made only as to the date of this press release, and
CleanSpark assumes no obligation to update or revise any
forward-looking statements as a result of any new information,
changed circumstances or future events or otherwise, except as
required by applicable law.
Investor Relations Contact
Brittany Moore
702-989-7693
ir@cleanspark.com
Media Contact
Eleni Stylianou
702-989-7694
pr@cleanspark.com
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SOURCE CleanSpark, Inc.
