TeraWulf Inc. Raises Approximately $ 200 Million to Strengthen Capital Structure Prior to Listing
EASTON, MD., December 2, 2021 / PRNewswire / – TeraWulf Inc. (“TeraWulf”), which was formed to own and operate fully integrated and environmentally friendly bitcoin mining facilities in the United States, announced today that it has raised approximately $ 200 million in debt and equity financing from a group of leading institutional and individual investors. TeraWulf noted that the additional capital raised is expected to enable it to achieve 6 exahash per second, or 200 megawatts, of mining capacity by the second half of 2022.
As part of the debt and equity financing, TeraWulf has entered into an agreement of approximately $ 123.5 million three-year senior secured term loan issued to the lenders of the newly issued common shares of TeraWulf. In addition, TeraWulf has entered into subscription agreements with investors to purchase newly issued common shares of TeraWulf in private placement transactions for an aggregate purchase price of approximately $ 76.5 million. The issuance of these newly issued shares was made in accordance with an exemption from the registration requirements of the Securities Act.
âTeraWulf’s ability to raise private capital underscores the appeal of bringing a new paradigm for mining cryptocurrency to public markets,â said Paul prager, Chairman and CEO of TeraWulf. âDue to our team’s seasoned energy infrastructure expertise, we expect to be able to deploy capital quickly as we build a mining operation larger than any other currently public bitcoin mining company and maintain an economy. attractive bitcoin mining. We look forward to building on our core ESG. focus and pursue our goal of producing bitcoin powered by 100% zero carbon energy. “
Mr. Prager continued, âWe believe our flexible engagement structure is unique in the bitcoin mining industry, allowing us to operate and scale the business without restrictions while focusing on executing our plan. In addition, the $ 76.5 million Common equity raised in conjunction with debt demonstrates investor confidence in our team, TeraWulf’s strategic positioning and the growth opportunities that lie ahead. ”
TeraWulf previously announced its intention to become a public company listed on the Nasdaq through a business combination with IKONICS Corporation (Nasdaq: IKNX) (“IKONICS”), a Duluth, Minnesota imaging technology company. Subject to the approval of IKONICS shareholders and the satisfaction of other customary closing conditions, the business combination is expected to be finalized during the week of December 13, 2021. Concurrent with the completion of the Business Combination, Telluride Holdco, Inc., the ultimate parent of TeraWulf and IKONICS after the completion of the Business Combination, is expected to be renamed âTeraWulf Inc.â, and its common shares are expected to be renamed “TeraWulf Inc.” be listed on the Nasdaq Stock Market LLC under the trade symbol “WULF”. A special meeting of IKONICS shareholders to vote on the business combination is expected to be held virtually in 8:00 a.m. central time, to December 10, 2021.
Additional information regarding debt and equity financing can be found in the current report on Form 8-K filed by IKONICS with the United States Securities and Exchange Commission (the âSECâ).
Paul weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel and Moelis & Company LLC has acted as TeraWulf’s exclusive placement agent in connection with the debt and equity financing.
TeraWulf was formed to own and operate fully integrated and environmentally friendly bitcoin mining facilities in United States. TeraWulf will generate domestically produced bitcoins powered by nuclear, hydro and solar power.
For more information on TeraWulf, please visit www.TeraWulf.com or follow @TeraWulfInc on Twitter.
Additional information and where to find it; Participants in the call for tenders; Non-solicitation
In connection with the proposed business combination, Telluride Holdco, Inc. (“Holdco”), a wholly owned subsidiary of IKONICS, filed a registration statement on Form S-4 with the SEC on July 30, 2021 (as amended, the “Statement). The registration statement includes a proxy circular from IKONICS and a prospectus from Holdco, which was declared effective by the SEC on November 12, 2021. A copy of the proxy circular / of the final prospectus has been sent to IKONICS shareholders to request certain approvals related to the proposed business.
The information contained in this press release does not constitute a power of attorney or a solicitation of a proxy, consent or authorization in relation to any securities or in relation to the business combination and does not constitute an offer to sell or a solicitation of an offer. purchase of any securities or a solicitation of a vote or approval, and there will be no sale of any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. IKONICS INVESTORS AND TITLE HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY / PROSPECTUS STATEMENT INCLUDED IN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR FILED WITH REGARD TO THE REGISTRATION ‘PROPOSED COMPANIES, AS WELL AS CHANGES OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IKONICS AND THE PROPOSED COMBINATION OF COMPANIES. Investors and security holders will be able to obtain a copy of the registration statement, including the proxy circular / prospectus, as well as other relevant documents filed with the SEC containing information about IKONICS and the Combination. companies offered, free of charge, on the SEC’s website. To http://www.sec.gov. Copies of documents filed with the SEC by IKONICS will be made available, free of charge, at www.ikonics.com/investisseurs-relations.
The directors and officers of IKONICS are deemed to participate in the solicitation of proxies from shareholders in connection with the proposed business combination. Information regarding the names of such persons and their respective interests in the proposed business combination, whether by holding securities or otherwise, is set out in the definitive proxy circular included in the registration statement filed with the SEC. To the extent that the directors and officers of IKONICS or their holdings of securities of IKONICS have changed from the amounts disclosed in these documents, to the knowledge of IKONICS, such changes have been reflected in the initial statements of beneficial ownership on Form 3 or the Change of Beneficial Ownership Statements on Form 4 filed with the SEC. These documents are (or, once filed, will be) available, free of charge, at http://www.Ikonics.com/investor-relations.
Certain statements made in this press release, and oral statements made from time to time by representatives of TeraWulf and IKONICS, are “forward-looking statements” within the meaning of the safe harbor provisions of US Private Securities Litigation. Reform Act of 1995., as amended. Statements and expectations regarding the proposed business combination and the Combined Company are “forward-looking statements”. In addition, words such as “estimates”, “projects”, “expects”, “anticipates”, “forecasts”, “plans”, “intention”, “believes”, “research”, “may “,” Power “,” would “,” should “,” future “,” propose “,” target “,” objective “,” objective “,” perspective “and variations of these words or similar expressions (or versions negative words or phrases) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of TeraWulf. or IKONICS, which could lead to actual results or results. differ materially from those discussed in forward-looking statements. Significant factors, among others, that may affect results or actual results include, but are not limited to: (1) risks associated with the completion of the proposed business combination, including risks that (i) the business combination proposed is not completed within the expected period of time, or not at all, (ii) IKONICS may not obtain shareholder approval of the proposed business combination, (iii) other conditions to the completion of the combination proposed business combination pursuant to the merger agreement may not be fulfilled and (iv) the proposed business combination may result in unforeseen costs, liabilities or delays; (2) risks associated with the inability to obtain authorization to list Holdco shares on the Nasdaq Stock Market LLC; (3) the risks associated with the inability to recognize the anticipated benefits of the proposed business combination; (4) risks relating to the nature, cost and outcome of ongoing and future litigation and other legal proceedings, including any proceedings relating to the proposed business combination brought against any party to the agreement fusion and others; and (5) other economic, commercial, competitive, legal and / or regulatory factors relating to the proposed business combination. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither TeraWulf nor IKONICS undertakes any obligation to publicly update any forward-looking statement after it has been made, whether as a result of new information, future events or otherwise, except as required by law. .
Michel freitag / Joseph sala / Lyle weston
JoÃ«le frank, Wilkinson Brimmer Katcher
SOURCE TeraWulf Inc.