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NEW YORK, Sept. 7, 2021 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) ("Bit Digital") and Blockfusion USA, Inc. ("Blockfusion") (together, the "Companies") are pleased to announce that the Companies have entered into a strategic co-mining agreement (the "Agreement"). Pursuant to the terms of the Agreement, Blockfusion will provide certain premises and services to Bit Digital for the operation of a 35 MW bitcoin mining system for a term of 2 years, with automatic one-year renewals. This partnership is expected to facilitate an increase in Bit Digital's hashrate of up to approximately 1.2 Exahash ("EH"). Bit Digital expects to complete the first (of four) phases of miner equipment deliveries for installation on or about September 15, 2021.
Consistent with the Companies' leadership in sustainability, the energy used by the mining system is expected to be generated primarily from zero carbon emission sources.
During the term and for twelve (12) months thereafter, Bit Digital shall have a right of first refusal ("ROFR") to match any bona fide offer from a third party to finance or acquire securities and/or assets of Blockfusion (each, a "Strategic Transaction"), and to receive a credit or refund in connection with such Strategic Transaction, as further discussed below.
Pursuant to the Agreement, Bit Digital has advanced Blockfusion $3,750,000, or an average of approximately $107,000 per megawatt across the entire 35MW Agreement (calculated as $3,750,000 divided by 35), in respect of actual bona fide expenses incurred in the development of certain infrastructure related to the mining system (the "Infrastructure Investment"). This Infrastructure Investment is creditable or refundable to Bit Digital as follows:
Bit Digital shall be credited the amount of the Infrastructure Investment in the purchase price of any completed Strategic Transaction. If the parties do not enter into definitive agreements in respect of a Strategic Transaction, then, within twelve (12) months following the termination of the Agreement, Blockfusion shall refund the Infrastructure Investment.
Bryan Bullett, Bit Digital's CEO, commented: "This strategic partnership with Blockfusion represents the latest example of our creative, value-oriented approach to sourcing clean power, with a veteran partner with shared values, structured on attractive terms. In particular, the ROFR provisions of our Agreement provide Bit Digital optionality to acquire interests in, or the entirety of, Blockfusion, while receiving credit for our Infrastructure Investment. Absent a Strategic Transaction, Bit Digital will receive a refund of its investment. In our opinion, such a deal would be difficult to replicate in today's tight market for power and hosting in North America."
Samir Tabar, Bit Digital's Chief Strategy Officer, added: "Our Agreement with Blockfusion unfolded naturally, as principals of our two firms enjoy a longstanding relationship, and there's a high degree of trust and mutual respect. We are excited to work together, and about the potential for a future strategic transaction, pursuant to the ROFR provisions of our Agreement."
Alex Martini, Blockfusion's CEO, stated: "We are excited to be working on the first phase of our partnership with Bit Digital, a leading mining company aligned with our goals of using renewable energy for bitcoin mining."
About Bit Digital, Inc.
Bit Digital, Inc. is a sustainability-focused bitcoin mining company with one of the largest currently owned fleets among US-listed bitcoin miners at over 1.9 EH. Headquartered in New York with offices in Miami Beach, Bit Digital's mining operations are located in the United States and Canada.
About Blockfusion USA, Inc.
Blockfusion USA, Inc., founded in 2019 and privately held, is a sustainability-focused owner and operator of one of the largest crypto mining facilities in the northeastern United States, powered primarily by carbon free energy.
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 3.D of our most recent Annual Report on Form 20-F for the fiscal year ended December 31, 2020. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. There can be no assurance that miner shipments will be delivered on the expected delivery date, due to possible logistic delays or other factors beyond our control. Future changes in the network-wide mining difficulty rate or bitcoin hashrate, as well as other factors beyond our control, may also materially affect the future performance of Bit Digital's production of bitcoin. Additionally, all discussions of financial metrics assume mining difficulty rates as of August 2021. See "Safe Harbor Statement" below.
Safe Harbor Statement
This press release may contain certain "forward-looking statements" relating to the business of Bit Digital, Inc., and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," or similar expressions, involving known and unknown risks and uncertainties. Forward-looking statements in this press release include but are not limited to information about hashrate expansion, potential for the Bit Digital's growth, potential for future usage of renewable or carbon-free power sources, and the business goals and objectives of Bit Digital. Although Bit Digital believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Bit Digital's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to Bit Digital or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, Bit Digital does not assume a duty to update these forward-looking statements.
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SOURCE Bit Digital, Inc.