• Acquisition provides 60 Megawatts (“MW”) of present operational capability with the potential to shortly broaden to 110 MW this yr beneath present agreements, and a pipeline to construct to over 300 MW in Kentucky

• Transaction instantly provides 1 EH/s to Riot’s present self-mining hash charge with a possible so as to add up to a complete of 16 EH/s by the top of 2025

• Expands Riot’s working footprint into Kentucky with an skilled on-the-ground administration workforce

CASTLE ROCK, Colo., July 23, 2024 /PRNewswire/ — Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or “the Company”), an trade chief in vertically built-in Bitcoin mining, is happy to announce that it has acquired Block Mining, Inc. (“Block Mining”), a Kentucky-based vertically built-in Bitcoin miner, for whole consideration at closing of $92.5 million. Riot paid the acquisition price via $18.5 million of money from its stability sheet plus $74 million of Riot frequent inventory. Further consideration, up to a most of $32.5 million, may be earned by Block Mining via 2025 via the execution of extra energy buy agreements so as to add extra energy capability. The acquisition of Block Mining instantly will increase Riot’s hash charge, expands Riot’s footprint geographically, and offers publicity to extra power markets exterior of ERCOT. For added particulars about this transaction, please seek advice from the investor presentation on Riot’s web site.

Block Mining is a vertically built-in Bitcoin miner consisting of two operational websites, each in Kentucky, totaling 60 MW of operational capability with potential to broaden up to 155 MW. Of the present and operational 60 MW, 23 MW are at the moment getting used for self-mining, 19 MW are vacant and obtainable for fast miner deployment, and 18 MW are contracted by Bitcoin mining tenants beneath internet hosting agreements. Roughly 8 MW of the 18 MW of contracted internet hosting agreements have change of management provisions and shall be obtainable for self-mining by Riot in 60-90 days. Riot intends to additional broaden Block Mining’s two websites, focusing on 110 MW for self-mining operations by the top of 2024. Moreover, Block Mining owns a greenfield growth alternative additionally in Kentucky, adjoining to an present substation, presenting a possibility to develop 60 MW and with potential to broaden to 150 MW.

Block Mining is a capital environment friendly developer and operator of Bitcoin mining services with an skilled administration workforce that can add to Riot’s capacity to execute on its main vertically built-in technique. The workforce will stay in place to function present property in Kentucky and drive growth by leveraging robust native relationships, entry to Riot’s stability sheet and its long-term fastened price hash charge settlement with MicroBT.

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Block Mining’s websites are serviced by numerous energy corporations together with the Tennessee Valley Authority (TVA) and Huge Rivers Electrical Company within the Midcontinent Unbiased System Operator (“MISO”) area. MISO facilitates one of many world’s largest power markets and affords 4 demand response packages permitting customers to make use of a complicated energy technique. Block Mining can broaden its working capability up to 110 MW beneath present agreements and has recognized a pipeline that might convey operations in Kentucky to an mixture of over 300 MW throughout three websites, topic to executing requisite PPAs.

“The acquisition of Block Mining marks a significant milestone for Riot as we continue to expand our growth pipeline,” mentioned Jason Les, CEO of Riot. “This transaction allows us to diversify our operations nationally and accelerate Block Mining’s expansion in Kentucky. With a combined 60 MW of existing developed capacity, and a pipeline to rapidly scale to over 300 MW, this acquisition expands our operations and further enhances our path towards our growth target of 100 EH/s. The acquisition of Block Mining also diversifies Riot geographically into new power markets and brings onboard a proven operating team. We are excited to welcome the talented Block Mining team to Riot and look forward to working together to execute on these new expansion opportunities in Kentucky.”

“In assessing potential acquisition partners, it became evident that Riot Platforms not only shares our vision for an energy-efficient Bitcoin miner, but also a complementary culture that values teamwork, creativity, and a relentless pursuit of excellence,” mentioned Michael Stoltzner, CEO and Co-founder of Block Mining. “Together, we are excited to leverage our collective strengths and expertise to build Bitcoin-first data centers that will propel us to the forefront of the industry.

“This partnership presents a singular alternative for Riot to broaden geographically in an economical method, tapping into new power markets within the nice state of Kentucky. By combining our sources and information, we’re assured in our capacity to scale operations effectively and sustainably, whereas delivering worth to Riot shareholders. As we embark on this transformative journey, we’re full of pleasure and optimism for what Block Mining brings to the Riot household. The Block Mining workforce, led by Erik Ellingson, Jeremy Witten and I look ahead to working intently with the gifted workforce at Riot to push the boundaries of what’s doable and to prepared the ground in shaping the digital panorama of tomorrow.”

Transaction Details

A total purchase consideration of $18.5 million in cash was paid in connection with the closing of the transaction plus Riot common stock equal to $74 million based on the volume weighted average share price (VWAP) of Riot common stock over the 20-trading-day period ending on July 18^th, 2024. In addition, the sellers may be entitled to receive additional earn-out payments subject to the satisfaction of certain milestones related to executing the identified pipeline for the 2024 and 2025 calendar years.

Advisors and Counsel

Stifel acted as exclusive financial advisor to Riot, and Greenberg Traurig, LLP served as legal counsel to Riot. XMS Capital Partners, LLC acted as exclusive financial advisor to Block Mining, and Winston & Strawn LLP served as legal counsel to Block Mining.

About Riot Platforms, Inc.

Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform. Our mission is to positively impact the sectors, networks, and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has Bitcoin mining operations in central Texas and Kentucky, and electrical switchgear engineering and fabrication operations in Denver, Colorado.

For more information, visit www.riotplatforms.com.

Safe Harbor

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations, and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Corsicana site expansion; our expected schedule of new miner deliveries; the impact of weather events on our operations and results; our ability to successfully deploy new miners; the variance in our mining pool rewards may negatively impact our results of Bitcoin production; megawatt (“MW”) capacity under development; we may not be able to realize the anticipated benefits from immersion cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Threat Elements” and “Cautionary Word Concerning Ahead-Trying Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

Investor Contact:
Phil McPherson
303-794-2000 ext. 110
IR@Riot.Inc

Media Contact:
Alexis Brock
303-794-2000 ext. 118
PR@Riot.Inc

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SOURCE Riot Platforms, Inc.