CleanSpark, Inc., America’s Bitcoin Miner, today announced it has entered into definitive agreements with Mawson Infrastructure Group Inc. to acquire Mawson’s turnkey bitcoin mining facility in Sandersville, Georgia, for up to $33 million. The transaction is expected to add 1.4 exahashes per second (EH/s) to CleanSpark’s hashrate before year-end, 2.4 EH/s in early 2023 and 7.0 EH/s by the end of 2023. This capacity supports CleanSpark’s target of over 22 EH/s by the end of 2023. 

CleanSpark has also agreed to purchase from Mawson 6,468 of the latest generation mining ASICs for approximately $9.5 million in cash, at a cost of $17 per terahash. These machines, already operating at the acquired site, will add over 558 petahashes per second (PH/s) of computing power immediately upon closing. 

Under the terms of the agreements for the facility and miners, Mawson will receive consideration of approximately $26.5 million in cash (including the $9.5 million for the miners) at closing; up to $11 million in CleanSpark stock (based upon the current trading price), $6.5 million which is issuable at closing and the remaining $4.5 million of which is subject to reaching certain earn-out commitments; $3 million in seller financing in the form of promissory notes; and, an additional $2 million in a seller-financed earn-out payable at least 60 days post-closing upon certain conditions being met. The maximum total purchase price for the facility and miners is $42.5 million.

“We are pleased to welcome Mawson’s Sandersville site and its operating teams into the CleanSpark family,” said Zachary Bradford, CleanSpark’s chief executive officer. “The site is nothing but impressive—well-run by over 20 dedicated professionals who have taken significant pride in the design, development, and maintenance of the site. We are enthusiastic about Georgia and believe that our expansion there will continue to build value for our shareholders and the communities we operate in throughout Georgia.”

The turn-key infrastructure is currently capable of supporting 24,108 latest-generation miners. There is an ongoing effort to expand the facility by an additional 150 MW by late 2023. Upon completion of the planned expansion, the site would be capable of supporting 70,000 latest generation miners capable of producing over 7.0 EH/s 

As part of the agreement, CleanSpark will provide up to 30 MW of temporary hosting capacity, for up to 180 days, while Mawson transfers miners to its Pennsylvania operations. This process is slated to begin in early 2023. Immediately upon completion, CleanSpark will use the space for self-mining.

“We have thoroughly enjoyed working with the CleanSpark team on this transaction and look forward to working closely with them going forward,” said James Manning, CEO and Founder of Mawson. “We now intend to focus our attention on the continued development of our Pennsylvania and Texas facilities where we see the opportunity for compelling returns on capital. We would like to sincerely thank the City of Sandersville for welcoming us into their community and being high-quality partners over the last several years.”

The agreement has been approved by the organizations’ respective boards of directors and is subject to customary closing conditions. CleanSpark and Mawson expect to close the transaction in early October.

“Georgia has one of the most favorable operating environments in the country,” said Matthew Schultz, CleanSpark’s executive chairman. “We have strategically grown our operations in Georgia because of the state’s strong business ethic, competitive power rates, and an abundance of carbon-free energy, specifically nuclear. Georgia is a terrific place to do business and call home. We are committed to being socially and environmentally responsible partners in this great state.”

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 75 highly skilled and skilled jobs, scholarships, and various community sponsorships. 

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.