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.
Investor Notice
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.