Filed by: TeraWulf Inc.

Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: IKONICS Corporation

 

Mining powers B itcoin . TeraWulf POWERS SUSTAINABLE MINING . June 2021 Merger Announcement Nasdaq: WULF * * Pending

     

 

 

 

This presentation is being delivered to a limited number of parties evaluating TeraWulf Inc . (“TeraWulf” or the “Company”) and is meant for informational purposes only . Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior written consent of TeraWulf is prohibited . This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of TeraWulf or any of its affiliates’ or partner’s securities (as such term is defined in the United States Securities Act of 1933 , as amended ) . The securities of TeraWulf have not been registered with the U . S . Securities and Exchange Commission (SEC) or any other regulatory or governmental authority, nor have any of the foregoing passed upon the accuracy or adequacy of the information presented . This presentation is intended to be a summary only and does not purport to contain all of the information that may be required to evaluate a possible transaction . This presentation is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any investor . All investors should consider such factors in consultation with a professional advisor of their choosing when deciding if an investment is appropriate . This presentation is not intended to form the basis of any investment decision by recipient and does not constitute investment, tax or legal advice . Neither this presentation nor anything in it shall form the basis of any contract or commitment . The Company has prepared this presentation based on information available to it, including information derived from public sources that have not been independently verified . No representations or warranties, express or implied are given in, or in respect of, this presentation by TeraWulf or any of its affiliates, partners, directors, officers, employees or advisors or any other person as to the accuracy or completeness of the information in this presentation (including as to the accuracy or reasonableness of statements, estimates, targets, projections, assumptions or judgements) or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction, except as required by law, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto . Accordingly, none of TeraWulf or any of its affiliates, partners, directors, officers, employees or advisers or any other person shall be liable for any direct, indirect or consequential loss or damages suffered by any person as a result of relying on any statement in or omission from this presentation and any such liability is disclaimed . This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts . Terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “target,” “goal,” “objective,” “outlook,” and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward - looking . Forward - looking statements in this presentation may include, for example, statements about : • General political and economic conditions ; • Our selection of prospective target businesses ; • Significant competition for business combination opportunities ; • Our ability to complete an initial public offering or any initial business combination ; • Our success in retaining or recruiting, or changes required in, our officers or directors following an initial business combination ; • Our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving an initial business combination ; • Our ability to obtain additional financing to complete an initial business combination ; • The ability of our officers and directors to generate a number of potential acquisition opportunities ; and • Market risks, regulatory risks and operational risks . There can be no assurance that future developments affecting TeraWulf will be those that it has anticipated . Such forward - looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or outcomes to differ materially from those indicated by such forward - looking statements . We undertake no obligation to update and revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as may be required by law . Y ou are cautioned not to place undue reliance upon any forward - looking statements, which, unless otherwise indicated herein, speak only as of the date made . This presentation contains financial forecasts or projections with respect to TeraWulf, including TeraWulf's projected total revenue, gross profit, EBITDA and capital expenditures for 2021 - 2027 . Such projected financial information constitutes forward - looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information . See statement regarding forward - looking statements above . Actual results may differ materially from the results contemplated by the projected financial information in this presentation . These projections are provided solely for illustrative purposes, and there can be no assurances that any projections or targets will ultimately be realized, in the manner illustrated herein or at all . The independent auditors of TeraWulf did not audit, review, compile or perform any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation . This presentation includes certain non - GAAP financial measures, such as EBITDA and Free Cash Flow, that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non - GAAP financial measures used by other companies . TeraWulf believes that the use of these non - GAAP financial measures provides an additional tool for investors and potential investors to use in evaluating ongoing operating results and trends of the Company . These non - GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP . To the extent that forward - looking non - GAAP measures are provided, they are presented on a non - GAAP basis without reconciliations of such forward - looking non - GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation . This presentation also includes certain projections of non - GAAP financial measures . Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort . Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included . In connection with the proposed mergers, TeraWulf intends to file a proxy statement with the SEC, which will be distributed to TeraWulf’s shareholders in connection with TeraWulf’s solicitation of proxies for the vote by TeraWulf’s shareholders with respect to the proposed mergers and other matters described in the proxy statement . TeraWulf will mail a definitive proxy statement, when available, to its shareholders . Investors and security holders are urged to read the proxy statement, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about TeraWulf, IKONICS Corporation and the proposed mergers . Investors and security holders may obtain free copies of the preliminary proxy statement and definitive proxy statement (when available) and other documents filed with the SEC by TeraWulf through the website maintained by the SEC at http : //www . sec . gov, or directing a request to info@TeraWulf . com . TeraWulf and IKONICS Corporation and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the proposed mergers . Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed mergers when they become available . Potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions . You may obtain free copies of these documents as indicated above . This presentation has been prepared by TeraWulf and includes market data and other statistical information from sources believed by TeraWulf to be reliable, including independent industry publications, governmental publications or other published independent sources . Some data is also based on good faith estimates of TeraWulf, which in each case are derived from its review of internal sources as well as the independent sources . Although TeraWulf believes these sources are reliable, TeraWulf has not independently verified the information and cannot guarantee its accuracy and completeness . All registered or unregistered service marks, trademarks and trade names referred to in this presentation are the property of their respective owners, and the use herein does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks and trade names . Third - party logos included herein may represent past customers, present customers or may be provided simply for illustrative purposes only . Inclusion of such logos does not necessarily imply affiliation with or endorsement by such firms or businesses . DISCLAIMER

     

 

 

 

 

TRANSACTION OVERVIEW 3 TeraWulf and IKONICS Corporation (Nasdaq: IKNX) have entered into a definitive merger agreement, paving way for a U.S. publicly traded ESG - focused bitcoin mining company with plans to use 90%+ zero - carbon energy 1) IKONICS and TeraWulf cash balances as of March 31, 2021, pro forma for the transaction $5.00 per share cash right (assumes IKNX shares outstanding as of 5/7/2021 ), IKONICS loan purchase on 4/1/2021 and TeraWulf $50mm Private Raise 2021 (completed in June), assumes no transaction or legal fees and no Capital Raise 2021 prior to closing Transaction Structure ▪ TeraWulf to merge with IKONICS Corporation (Nasdaq: IKNX) through a top hat merger structure in a stock and cash transaction that also includes a Contingent Value Right (“CVR”) as described below ▪ Upon closing, IKONICS will rebrand to TeraWulf Consideration ▪ IKNX shareholders to receive: 1) 2% of pro forma capitalization 2) CVR representing 95% of the net proceeds from any sale of the legacy existing business and assets of IKONICS realized within 18 - months of closing 3) Cash right equal to $5.00 per share of IKNX common stock Pro Forma Combined Cash ▪ Approximately $48mm of net cash held on pro forma balance sheet (1) ▪ In connection with the transaction, the parties to the mergers may pursue a capital raise to fund ongoing capex requirements. Portions of this presentation assume the consummation of such capital raise; however, the closing of the mergers are not contingent on such financing and there can be no assurances that such financing will be obtained in the amounts presented herein or at all (the “Capital Raise 2021”) Timing and Approvals ▪ The transaction is expected to close in H2 2021, subject to the receipt of regulatory approvals, the approval of IKONICS and TeraWulf shareholders, and other customary closing conditions ▪ Upon closing, the combined company expects to be listed on Nasdaq under the symbol “WULF”

     

 

 

 

Expedited Time to Market Key relations and site control TERAWULF BUSINESS OVERVIEW ▪ Owned and operated mining facilities will benefit from one of the lowest electricity costs among peers ▪ Commitment to Environmental, Social, and Governance (“ESG”): dedicated 90%+ environmentally sustainable, low cost, and reliable power sources supported by premier site locations (1) ▪ Technology , infrastructure, and operations expertise ensures reliable and responsive power supply ▪ Founded by senior executives of Beowulf with a proven track record of complex and large - scale crypto mining data center development (2) ▪ Mining services agreements with Beowulf’s wholly - owned affiliate, Beowulf Electricity & Data Inc. ▪ One - stop provider of full scope services from design and deployment to operations and maintenance ▪ Demonstrated ability to scale and rapidly increase bitcoin production capacity ▪ Established supply chain and priority relationships with key vendors ensures smooth and timely execution ▪ Site work underway with lease, energy interconnection, and power purchase agreements in place ▪ Significant dedicated power capacity available to scale up hashpower and leverage fixed costs ▪ Capacity of 550 MW in active development with line of sight to additional 250 MW at current sites (3) ▪ Management’s deep network provides unique access to energy assets TeraWulf is a leading sustainable b itcoin (“BTC”) mining company that maximizes the energy - to - crypto value chain through power supply optimization Energy Supply Optimization Low - cost, 90%+ sustainable power Best - in - Class Execution 30+ years of experience Global Scale with Active Pipeline Headroom to grow into 800+ MW 4 1) Power sourced from hydro, nuclear, and solar ( see Page 11 ). Claims relating to "ESG", “ zero - carbon “, “environmentally sustainable” and similar principles herein have not been in any way certified or otherwise formally assessed by reference to industry frameworks or principles 2) Beowulf Energy LLC (“Beowulf”), founded by Paul Prager in 1990, is a premier energy infrastructure company with an extensive and solid track record across a broad spectrum of energy - related industries 3) Represents planned MW capacity expansion at current sites, subject to authorization of such expansion and entry into long - term power supply arrangements

     

 

 

 

Provides exposure to bitcoin with a differentiated miner like TeraWulf 6 6 5 INVESTMENT HIGHLIGHTS TeraWulf plans to establish itself as a global bitcoin mining leader with (i) total expected capacity of 800 MW (1) and (ii) projected computational power in excess of 23 exahash per second (“EH/s”) by 2025 (2) 1 TeraWulf offers attractive asset exposure while b itcoin experiences increasing institutionalization 5 Unique power expertise, capabilities and track record required for efficient deployment, scale, and management of large - scale digital asset infrastructure 4 Strong position on the global cost curve underpinned by direct access to cheap electricity, cost - efficient O&M, and attractive locations of bitcoin mining centers 2 Focus on sustainable energy with 90%+ power sourced from hydro , nuclear, and solar 3 1) 550 MW in active development with line of sight to additional 250 MW 2) T eraWulf h ashrate based on current and future planned miner orders (assumes the Capital Raise 2021)

     

 

 

 

 

Market Cap (USD ) (1) $3.3bn $2.9bn $2.5bn (2) $1.3bn (3) Projected Mining Capacity (4) 2022E 375 MW 257 MW 325 MW 445 MW (5) 85 MW 2023E 550 MW 500 MW Not disclosed (6) 545 MW (5) Not disclosed Projected Electricity Cost ($/kWh) $0.025 $ 0.027 (7) $ 0.022 (8) Power Sources Not disclosed Thermal Thermal #1 (5) #1 #1 (8) 90%+ Zero - Carbon Source: Company Websites , Press Releases and F ilings, M anagement estimates, CapitalIQ 1) Market data as of 6 /24/21 2) Implied market cap based on Good Work’s share price as of 6/24/21 3) Implied post closing market cap based on Support.com share price as of 6/24/21 4) According to Management estimates, where not publicly disclosed, assumes TeraWulf Capital Raise 2021 TERAWULF LEADS THE PACK 1 6 Control of mining value chain, ample low - cost sustainable power, and operating expertise sets TeraWulf apart from its public peers Hydro Nuclear Solar 5) Cipher 2023E MW subject to greenfield expansion. TeraWulf’s capacity represents availability at current sites 6) 300 MW Compute North and 100 MW Hardin facility, but 2023E target not disclosed 7) Does not include profit sharing with suppliers 8) Greenidge’s advertised electricity cost is net of power generation revenues. TeraWulf’s position among peers is #1 for gross electricity cost for mining activities 70% Carbon Neutral $ 0.045 Compute North $ 0.025 Whinstone US TeraWulf Lead

     

 

 

 

 

1) Bitcoin total network hashrate (“Network Hashrate”), Management estimates and projections assume a starting Network Hashrate of 150,000 PH/s ( see Financial Overview section and Risk Factors) 2) T he block reward is cut in half after every 210,00 blocks are mined (approx. every 4 years). The latest halving occurred in May 2 020 3) Globally, the average electricity rate paid by miners is estimated to be $0.046 per kWh according to University of Cambridge ( https://cbeci.org / ) 4) Illustrative and according to management’s estimates 2 TERAWULF’S COMPETITIVE ADVANTAGE DRIVES MINING PROFITABILITY Industrial - scale mining facilities will be directly connected to low - cost sustainable energy Well positioned relative to peers to be profitable even at depressed bitcoin prices, due to efficient energy cost structure and dynamic properties of Network H ashrate TeraWulf’s Strategic Advantage 7 7 Equals Mining Profitability Less TeraWulf Hashrate Network Hashrate (1) x BTC Price x Global Mining Rewards 52,560 blocks per year x Price of Miners Cost of Electricity (3) O&M Expenses + + REVENUES EXPENSES 6.25 block reward (2) AVERAGE BEST - IN - CLASS Electricity Price (cents per kWh) Higher Efficiency (hashes per joule) 50 - 60 100+ 90 - 100 80 - 90 70 - 80 60 - 70 40 - 50 30 - 40 TeraWulf computing power to be deployed (4) 0 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5 - 6

     

 

 

 

 

STRONG COMMITMENT TO ESG x Leading governance practices x Business i ntegrity and e thics x Responsible supply c hains x Transparency and a ccountability x Currently 90%+ zero - carbon energy with target of 100% by 2028 x Environmental stewardship x Strict compliance with regulation x Health and safety are #1 priority x Diverse M anagement team x Strong employee culture x Engagement with key stakeholders x Support and invest in the communities in which we operate ESG is at the core of TeraWulf’s corporate strategy and ties directly to its business success, risk mitigation and reputational value 3 TeraWulf mines domestically produced environmentally sustainable b itcoin while adhering to the highest mining, supply chain, and business practices 8

     

 

 

 

 

GROWING ROLE OF ESG IN THE FUTURE OF BITCOIN 9 There are “two kinds of coin, blood coin from China, (and) clean coin mined sustainably in countries that use hydroelectricity, not coal” 3 “When there’s confirmation of reasonable (~50%) clean energy usage by miners with positive future trend, Tesla will resume allowing Bitcoin transactions” Announced that Tesla has suspended vehicle purchases using BTC until mining transitions to clean energy – May and June 2021 Elon Musk Announced that he would allocate 3% of his personal portfolio to crypto but that he will not buy BTC that causes energy waste and environmental change – Apr 2021 Kevin O’Leary TeraWulf provides an environmentally friendly solution to the most pressing issues facing bitcoin today “BTC now uses a meaningful amount of energy, making up roughly 0.58% of global energy consumption. If BTC were a country it would be ranked 29 th in energy consumption, between Ukraine and Argentina (as of April 18, 2021)” “Without regulation, mining in China could consume as much energy as Italy by 2024… and could become a non - negligible barrier to China’s efforts to decarbonize its economy” Totaling up BTC’s Environmental Costs – Apr 2021 Does BTC Have an Energy Problem? – Apr 2021 “It would benefit the crypto community if we did more mining in the U.S. because we produce clean energy so it would change that (negative) narrative and that dynamic ” - Miami Mayor Francis Suarez “A significant majority of hashers (76%) use renewable energies as part of their energy mix. However, the share of renewables in hashers’ total energy consumption remains at 39%” Where Are we on PoW’s Energy Consumption? – Sep 2020 90 % of BTC mining comes from ‘dirty energy’ – Mar 2021 Source: Twitter, CNBC, The Economist, coindesk.com, Cambridge Centre for Alternative Finance, cointelegraph.com Recent scrutiny in ESG status of sources of energy powering bitcoin mining suggests significant market demand and opportunity for alternative solutions

     

 

 

 

SOCIALLY RESPONSIBLE TeraWulf’s social tenets , combined with b itcoin ’s ethos of decentralization, fosters a socially - responsible medium for communities around the world 3 TeraWulf’s ESG - focused mining operations will aid the zero - carbon transition to a decentralized financial system that is inclusive and supportive for all people 10 Healthy Employees Exceptional Working Conditions Employee Engagement Community Service Ethical Supply Chain Management Highest Safety Standards Demand for Social Good Driven to put their dollars towards social good, Millennials invest in companies targeting social / environmental goals at twice the rate of the total individual investor population (1) Financial Inclusion BTC is an accessible and inclusive solution (3) for the 2 billion people that have limited or no access to basic banking services, providing financial stability and creating opportunities for upward mobility (2) Safe Store of Value Hyperinflation, capital controls, and unstable governments are validating the need for decentralized finance for underrepresented communities and fueling the rapid adoption of BTC around the world (3) The Social Case for B itcoin TeraWulf’s Social Tenets 1) Source: Morgan Stanley ( https://www.morganstanley.com/pub/content/dam/msdotcom/ideas/sustainable - signals/pdf/Sustainable_Signals_Whitepaper.pdf ) 2) Source: World Bank 2020 Annual Report ( https://www.worldbank.org/en/about/annual - report#anchor - annual ) 3) Source: Frankfurt School Blockchain Center ( http://explore - ip.com/2019_The - Impact - of - Crypto - Currencies - on - Developing - Countries.pdf ) “For me, Bitcoin changes absolutely everything. What I'm drawn to the most about it is the ethos, what it represents... Whatever I can do, whatever my companies can do to make [Bitcoin] accessible to everyone, that is what I will do for the rest of my life… I don’t think there is anything more enabling for people around the world” - Jack Dorsey, CEO of Square and Twitter, 2021

     

 

 

 

11 DIFFERENTIATED POWER SUPPLY AND ABILITY TO SCALE Unique power expertise, capabilities and track record required for efficient deployment, scale, and management of large - scale digital asset infrastructure 4 Direct access to cheap emission free electricity ▪ Long - term power supply arrangements for up to 300 MW from a PJM 2.5 GW nuclear facility (1) − 100 MW available in April 2022 − Incremental 200 MW available by 3Q 2022 − 100% emission free − Potential for further expansion beyond 300 MW ▪ Long - term power supply arrangement from hydro facilities in Upstate New York for 300 MW − Initial allocation of 90 MW will be available at the site beginning in November 2021 − In 2020, 90% of energy production in Zone A (location of site) was from zero emission sources (2) − Significant ability to scale up energy supply as miner load grows − Ability to scale further at existing mining facility sites x Advantageous access to power generation from established operating, commercial, and industry partners TeraWulf expected to reach 800 MW by 2025 sourced from an additional 250 MW at current sites (3) 2024 - 2025 550 MW 800 MW (3) 2021 - 2023 1) Represents gross figures; 150 MW net of Talen Energy Corporation’s ownership of Joint Venture with TeraWulf (Nautilus Cryptom ine LLC) 2) A ccording to NYISO 2021 Power Trends Report 90 % of Zone A market energy comes from zero - carbon sources, together combining for 90%+ zero - carbon energy sources for TeraWulf as estimated by Management. Claims relating to “ESG”, “ zero - carbon”, “environmentally sustainable” and similar principles herein have not been in any way certified or otherwise formally assessed by reference to industry frameworks or principles 3) Represents planned MW capacity expansion at current sites, subject to authorization of such expansion and entry into long - term power supply arrangements providing for offtake of such capacity by TeraWulf see Risk Factors

     

 

 

 

4% 12% 26% 40% 56% 58% 4% 13% 29% 59% 101% 129% (6%) (13%) (22%) (20%) (13%) (30%) (10%) (23%) (39%) (42%) (45%) (61%) 2021E 2022E 2023E 2024E 2025E 2026E 12 TERAWULF OFFERS ATTRACTIVE ASSET EXPOSURE Cost curve leadership and mining economics provide attractive exposure to BTC price volatility, relative to less competitive mining peers and buying and holding BTC alone Leadership on Cost Curve is a Competitive Advantage % c hange annual BTC Revenue from no - growth baseline (BTC @ $35K flat) 2% +/ - BTC monthly growth rate (1),( 2 ) 1% +/ - BTC monthly growth rate (1),( 2 ) UPSIDE DOWNSIDE No Growth Baseline BTC Rev. Per Year (BTC @ $35K flat) Source: According to management estimates (see Financial Overview section). Illustrative sensitivity excludes potential impact of further volatility in price of BTC and Network Hashrate (see Ris k Factors) Note : Assumes high power prices and inefficient miners create a ceiling on network difficulty by retiring when mining costs are greater tha n t he cost of BTC created 1) Assumes initial BTC base price of ~$35K as of 6/24/2021 and illustrative monthly growth rates of (2 %), (1%), 0%, +1% and 2 %, resulting in illustrative prices of BTC of $9K , $18K , $35K , $68K and $ 131K by YE 26E 2) Assumes initial Network H ashrate of 150 EH/s and Network H ashrate growth of 1% or up to 12.5 EH/s per month as based on economic decision of competing miners subject to assumed price of BTC 3) Orders placed with down payments, subject to funding requirements for remaining purchase price 4) Assumes constant miner efficiency over time at current 100 TH/unit 5 Illustrative TeraWulf BTC Revenue Sensitivity to $/BTC Illustrative Price of BTC $131K/BTC $68K/BTC $35K/BTC $9K/BTC $35K/BTC $18K/BTC Phase Projected Initial Delivery Date # of Miners Hashrate Added (4) I 11/1/2021 21,521 2.15 EH/s II 1/1/2022 28,694 2.87 EH/s III 4/1/2022 14,347 1.43 EH/s IV 7/1/2022 43,042 4.30 EH/s V 6/1/2023 50,215 5.02 EH/s VI 1/1/2024 43,042 4.30 EH/s VII 1/1/2025 28,694 2.87 EH/s Under contract Clear Line of Sight (3) ▪ 30,000 miner total (90 MW / 3.0 EH/s) across two equal orders contracted in June 2021 with Bitmain ▪ 30,000 miner order (100 MW/3.0 EH/s) contracted in March 2021 with Miner - Va 229,555 22.96 EH/s 0% BTC monthly growth rate 6/24/2021 12/31/2026 Planned

     

 

 

 

178 10,158 26,728 43,748 57,665 70,769 2021E 2022E 2023E 2024E 2025E 2026E PROVIDES EXPOSURE TO BITCOIN WITH A DIFFERENTIATED MINER LIKE TERAWULF 6 13 Projected Cumulative BTC M ined by TeraWulf Cumulative bitcoins mined by TeraWulf (1) TeraWulf is a Compelling Vehicle for BTC Exposure x Generates bitcoins over useful life of mining equipment - Opportunity to create incremental bitcoin and long - term value relative to single direct investment in bitcoin standalone x Option to sell or hold bitcoin on balance sheet x Bitcoin price resiliency due to miner cost curve leadership and b enefits of scale to operations - BTC breakeven price of $5,809 for 2022E - In downward market, less competitive peers are forced to exit, lowering Network H ashrate to the benefit of TeraWulf x ESG attributes of bitcoin mined by TeraWulf x Exposure to bitcoin through Nasdaq public company with stock traded in USD ~ Subject to cost structure and operations of the mining company ~ Subject to Network H ashrate , mining difficulty, halving, and price of bitcoin ~ No longer economical below breakeven price First Movers Future Institutionalization Institutionalization of Bitcoin: x Leads to higher demand for finite supply of 21mm bitcoin that can be mined in total x Eases volatile nature of the market x Leads to wider acceptance and new uses of bitcoin (including loans and new investment products) x Increasing bitcoin institutionalization supports future value Source: According to M anagement estimates ( assumes the Capital Raise 2021). P rojections exclude potential impact of further volatility in price of BTC and Network Hashrate (see Risk Factors) Note : Assumes initial BTC base price of ~$ 35K as of 6/24/2021 and illustrative monthly growth rate of 1% resulting in illustrative prices of BTC of $68K by YE 26E , N etwork hashrate of 442 EH/s by YE 26E assuming 1% Network H ashrate growth rate or up to 12.5 EH/s per month as based on economic decision of competing miners subject to assumed price of BTC an d B TC halving in 6/24E. And also assumes high power prices and inefficient miners retire when mining costs are greater than the cost of BTC created 1) Total cumulative BTC earned including quantity mined and transaction fees awarded, transaction fees are a percentage of total BTC e arn ed and are assumed to increase per block, starting at 7.5% and growing to 8%, 10%, 12%, 19% and 28% of Total BTC earned, over time according to Management’s estimates and assuming fully funded Capex Plan

     

 

 

 

Executive at Beowulf Energy; previously at Evercore Partners Founder and President of Beowulf Energy; Trustee of USNA Foundation Executive at Beowulf Energy; previously energy M&A and project finance at Goldman Sachs General Counsel at Beowulf Energy; previously a corporate attorney at Paul, Weiss STRONG MANAGEMENT PAUL PRAGER CEO NAZAR KHAN COO KERRI LANGLAIS CSO KEN DEANE CFO 25+ years of finance, accounting, and executive experience in power, high tech and public accounting industries TeraWulf’s executive team has 30+ years of experience in technology, energy, and infrastructure facilities management and development STEFANIE FLEISCHMANN CLO 14

     

 

 

 

Financial Overview

     

 

 

 

16 FINANCIAL HIGHLIGHTS Proven track record of scaling mining business with line of sight into 2 3 + EH/s 1 Unique access to environmentally sustainable energy and one of the lowest electricity costs among peers at $0.025 per kWh 2 Conservative initial capital requirements to scale to 800 MW (1) 3 Immediate EBITDA margins of 80 % with BTC breakeven price of $5,809 for 2022E 4 O&M arrangements with Beowulf Electricity & Data Inc. minimize corporate cost structure 5 Source: According to Management estimates ( assumes the Capital Raise 2021 ). Projections exclude potential impact of further volatility in price of BTC and Network Hashrate (see Risk Factors) 1) 550 MW in active development with line of sight to additional 250 MW

     

 

 

 

178 9,980 16,571 17,020 13,917 13,105 2021E 2022E 2023E 2024E 2025E 2026E 0.7 7.2 13.1 19.5 22.6 23.0 2021E 2022E 2023E 2024E 2025E 2026E MW Capacity Annual Hashrate (EH/s) Hashrate Assumptions Yearly Average EH/s 50 550 700 800 800 11K 158K 201K 230K 230K Total Miners Assumes Miners 100 TH/Unit 17 ILLUSTRATIVE MINING ECONOMICS Source: According to M anagement estimates (assumes the Capital Raise 2021 ). Projections exclude potential impact of further volatility in price of BTC and Network Hashrate (see Risk Factors) Note : Assumes initial BTC base price of ~$ 35K as of 6/24/2021 and illustrative monthly growth rate of 1% for BTC price and Network H ashrate. Assumes BTC halving in 6/24E 1) Gross of 99.5% up - time availability, total end of year installed capacity Annual BTC Mined Mining Assumptions 8 % 10% 12% 19% 28% 2.7% 4.4% 5.9% 6 .1 % 5.5% % of Network Hashrate (Yearly Average) % Transaction Fees (as % of total BTC earned) BTC Award Transaction Fees bitcoins 31% 0.3% 375 108K (1)

     

 

 

 

$368 $366 $582 $219 2021E 2022E 2023E 2024E 2025E 2026E $8 $354 $654 $728 $665 $706 2021E 2022E 2023E 2024E 2025E 2026E $9 $380 $700 $794 $741 $783 2021E 2022E 2023E 2024E 2025E 2026E 34 58 100 136 137 403 749 856 795 843 $10 $438 $807 $956 $931 $980 2021E 2022E 2023E 2024E 2025E 2026E 18 FINANCIAL PROJECTIONS Total Revenue EBITDA Gross Profit Capex Source: According to Management estimates (assumes the Capital R aise 2021). Projections exclude potential impact of further volatility in price of BTC and Network Hashrate (see Risk Factors) Note: Assumes initial BTC base price of ~$35K as of 6/24/2021 and illustrative monthly growth rate of 1% for BTC price and Ne two rk H ashrate. Assumes BTC halving in 6/24E 1) Summary projections exclude additional capex in 2025E/2026E. Any additional capex will result in incremental value in 2025E and beyond $40K $45K $51K $57K $64K 80% 81% 81% 76% 71% 72% Margin $mm $mm $mm BTC $37K BTC Revenue Data Center Revenue $mm Phase I – VII Capex Illustrative Additional Capex (1) Illustrative (1) Illustrative (1) Illustrative (1) Price (Avg.) Fully funded plan after Capital Raise 2021 with investment through cash flow from operations

     

 

 

 

BTC Revenue 9 2021E 2022E 2023E 2024E 2025E $20,000 $5 $292 $485 $524 $502 $30,000 6 348 579 595 504 $35,000 6 359 596 613 509 $40,000 7 366 608 625 515 $50,000 8 388 642 660 539 BTC Price $276 $20,000 $30,000 $35,000 $40,000 $50,000 25 $211 $266 $276 $283 $305 35 189 244 254 261 283 45 167 221 232 238 260 55 144 199 209 216 238 65 122 177 187 194 215 Power Price $/MWh BTC Price A 30% reduction in BTC price (i.e., $50K to $35K) translates into only a ~10% reduction in EBITDA ($ 305mm to $ 276mm), subject to breakeven floor 19 RESILIENCY TO BTC PRICES Illustrative Sensitivity to BTC and Power Prices Source: According to Management estimates (assumes the Capital Raise 2021 ). Illustrative sensitivity exclude potential impact of further volatility in price of BTC and Network Hashrate (see Risk Factors) Note: Assumes initial BTC base price of ~$ 35K as of 6/24/2021 and illustrative monthly growth rate of 1% for BTC price and Network H ashrate . Assumes BTC halving in 6/24E 1) Yearly Revenue and 2022E EBITDA sensitivities based upon fixed BTC price assumed for the illustrative ranges shown. BTC EBITD A e xcludes Data Center Revenue 2) Assuming initial BTC base price of ~$ 35K as of 6/24/2021 and illustrative monthly growth rate of 1% Revenue By Year to BTC Price (1) CY 2022E BTC EBITDA (1) … TeraWulf’s Leadership on Cost Curve is a Competitive Advantage ▪ TeraWulf’s low power price of $25/MWh leads to profitability in CY 2022 even with a $ 20K BTC price ▪ In 2022, a BTC price of $35K would lead to $276mm in TeraWulf BTC EBITDA, while a $50K price would lead to $305mm in BTC EBITDA $ $ mm (except BTC price) $ mm (except BTC price) While BTC Price Directly Impacts Revenue… ▪ By 2023, assuming no growth from a BTC price of $35K, TeraWulf would still generate $ 596 mm in BTC revenue , while at a fixed BTC price of $50K TeraWulf would generate $ 642 mm in revenue in 2023 − A BTC price of $ 20K in 2023 would still lead to $ 485 mm in revenue Fully Loaded Cost Per BTC Mined 2021E 2022E 2023E 2024E 2025E 2026E $5,414 $5,809 $6,461 $9,534 $13,635 $15,008 (2)

     

 

 

 

Pro Forma Delivery Order Order Order Order Year Ending December 31 Transaction Date Capacity MW # Of Miners Infrastructure Cost Miner Cost Year Capex EBITDA FCF Cumulative FCF Phase I 11/1/2021 75 22 $46 $108 2021E $368 $8 $20 $20 Phase II 1/1/2022 100 29 25 146 Phase III 4/1/2022 50 14 13 75 Phase IV 7/1/2022 150 43 38 229 Phase V 6/1/2023 175 50 44 292 2023E 582 654 72 79 Phase VI 1/1/2024 150 43 38 265 2024E 219 728 509 588 Phase VII 1/1/2025 100 29 25 194 2025E - 665 665 1,253 73662022E 354 (13) Uses Phase I Phase II Total Infrastructure Cost $46 $25 $71 Miner Cost $108 $146 $253 Cash to B.S. (6) $12 Total Uses (7) $380 20 WELL DEFINED CAPEX PLAN Source: According to Management estimates (assumes the Capital Raise 2021) 1) Assumes $250K per additional MW added beyond initial start - up in Phase I 2) Assumes initial Miner cost of $5K per unit with 10% annual price appreciation 3) According to Managements estimates on timing of when order Capex is paid (1) ▪ Bitmain S19j Pro x 100 TH/s per miner x 29.5 J/TH power draw x Multinational semiconductor company, HQ in Beijing ▪ Miner - Va MV7 ASIC SHA256 Miner x 100 TH/s per miner x 34.0 J/TH power draw x Lab/factories in Calgary, Canada, and China (Shanghai, Shenzhen, Dongguan) x Specialized miner product design and manufacturer $mm, miners in (000s) Phase II Sources Private Raise 2021 (Completed in March) $30 Private Raise 2021 (Completed in June) $50 Capital Raise 2021 (6) $300 Total Sources (5) $380 (5) 4) FCF assumed to equal EBITDA less Capex 5) Includes cash proceeds from the Capital Raise 2021 6) Funding need assumed to be covered by the Capital Raise 2021 7) Excludes transaction fees and includes $44mm of Phase III & IV Capex paid in 2021 Under Contract Mining Suppliers $mm (4) (3) (2) Clear line of sight on Miner Pipeline Completed Planned

     

 

 

 

0.0 6.0 12.0 18.0 24.0 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% TeraWulf Hashrate (EH/s) % of Network Hashrate 4 /30/22 5.4 54K 142 MW 2 /28/22 36 K 800 MW 230K 6 /30/25 20 .1 201 K 21 CLEAR LINE OF SIGHT TO CONTINUED BUILDOUT 4/30/21 Follow - on #1 TeraWulf Hashrate and Share of Network Hashrate Installed Capacity 200 MW Miners Online 375 MW 9 /30/22 108 K 550 MW 8 /31/23 158 K +22K +29K Clear line of sight on Miner Pipeline Source: According to Management estimates (assumes the Capital Raise 2021 ). Projections exclude potential impact of further volatility in price of BTC and Network Hashrate (see Risk Factors) Note : Assumes initial BTC base price of ~$ 35K as of 6/24/2021 and illustrative monthly growth rate of 1% resulting in illustrative price of BTC of $68K by YE 26E, N etwork H ashrate of 442 EH/s by YE 26E assuming 1% Network H ashrate growth rate or up to 12.5 EH/s per month as based on economic decision of competing miners subject to assumed price o f B TC and BTC halving in 6/24E. And also assumes high power prices and inefficient miners retire when mining costs are greater than the cost of BTC created 1) Dates include b uild out time following miner delivery date to reach fully ramped up TeraWulf h ashrate subject to miner order size (approximately 3 months) Phase I Phase II Phase III Phase IV Phase V Phase VI Phase VII Additional Phases 7 00 MW +7K +29K +57K +29K +57K 10.8 15.8 23.0 3 /31/24 3 .6 TeraWulf Hashrate (EH/s ) ( 1) TeraWulf % of Network Hashrate Miner delivery dates

     

 

 

 

Year ending December 31 2021E 2022E 2023E 2024E 2025E 2026E 2027E BTC Revenue $7 $403 $749 $856 $795 $843 $879 Data Center Revenue 3 34 58 100 136 137 140 Total Revenue $10 $438 $807 $956 $931 $980 $1,018 Power Expense (1) (56) (103) (158) (186) (192) (196) Pool Fees (0) (2) (4) (4) (4) (4) (4) Gross Profit $9 $380 $700 $794 $741 $783 $818 Total Mining Operations Expense (0) (8) (15) (22) (25) (26) (26) Total Fixed Cost (1) (26) (47) (66) (76) (78) (79) EBITDA $8 $354 $654 $728 $665 $706 $738 % Margin 79.8% 80.8% 81.0% 76.1% 71.5% 72.0% 72.5% Capex (368) (366) (582) (219) - - - Cash Flow From Financing 380 Free Cash Flow $20 ($13) $72 $509 $665 $706 $738 Cumulative Cash Flow $20 $7 $79 $588 $1,253 $1,959 $2,697 BTC Flow 9,265 8,836 8,259 Cumulative BTC Balance 17,781 26,617 34,875 Cumulative BTC Balance in $mm $1,015 $1,713 $2,529 Assumptions BTC Price (Average) $37,209 $39,915 $44,978 $50,683 $57,110 $64,352 $72,514 Network Hashrate (EH/s) (Average) 242.0 259.6 292.4 329.2 370.5 417.0 469.4 TeraWulf Hashrate (EH/s) (Average) 0.7 7.2 13.1 19.5 22.6 23.0 23.0 TeraWulf % of Network Hashrate 0.3% 2.7% 4.4% 5.9% 6.1% 5.5% 4.9% 22 SUMMARY P&L Source: According to Management estimates (assumes the Capital R aise 2021 ). Projections exclude potential impact of further volatility in price of BTC and Network Hashrate (see Risk Factors) Note: Assumes initial BTC base price of ~$ 35K as of 6/24/2021 and illustrative monthly growth rate of 1% for BTC price and Network Hashrate . Assumes BTC halving in 6/24E 1) $ 380mm in cash flow from financing from capital raises contemplated in 2021 including the Capital Raise 2021 2) BTC Revenue less total c osts and Capex in BTC, excludes Data Center Revenue in $ 3) At average BTC price each year ($mm), BTC Flow and BTC Balance in BTC bitcoins bitcoins (1) (2) $mm (3)

     

 

 

 

SELECTED RISK FACTORS Risks Relating to Our Business and Management • We have a limited operating history and a history of operating losses, and expect to incur significant additional operating loss es . • We depend on our senior management team, and the loss of their services would have a material adverse effect on our business. • Our future success depends on our ability to expand our organization to match the growth of our activities. Failure to effectivel y m anage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results. • We will need to raise additional capital to meet our business requirements in the future, such capital raising may be costly or difficult to obtain or may not be obtained (in whole or in part) and if obtained will dilute current stockholders’ ownership interests. • Security threats to us could result in, a loss of our digital assets, or damage to the reputation and our brand, each of which could a dve rsely affect an investment in us. Risks Relating to Digital Asset Networks and Digital Assets • The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly chan gin g industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us. • Significant contributors to all or any digital asset network could propose amendments to the respective network’s protocols and software tha t, if accepted and authorized by such network, could adversely affect an investment in us. • The open - source structure of the bitcoin network protocol means that the contributors to the protocol are generally not directly com pensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the bitcoin network and an investment in us. • If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, inc lud ing the bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects an investment in us. • If the reward of digital assets for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize mi ners, miners may cease expending hashrate to solve blocks and confirmations of transactions on the blockchain could be slowed temporarily. • To the extent that the profit margins of digital asset mining operations are not high, operators of digital asset mining operati ons are more likely to immediately sell their digital assets earned by mining in the digital asset exchange market, resulting in a reduction in the price of digital assets that could adversely impact an investment in us. • To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a t ran saction fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transaction fees. Any widespread delays in the recording of transactions could result in a loss of confidence in t hat digital asset network, which could adversely impact an investment in us. • The acceptance of digital asset network software patches or upgrades by a significant, but not overwhelming, percentage of the us ers and miners in any digital asset network could result in a “fork” in the respective blockchain, resulting in the operation of two separate networks until such time as the forked blockchains are merged. The temporary or permanent exist enc e of forked blockchains could adversely impact an investment in us. • Intellectual property rights claims may adversely affect the operation of some or all digital asset networks. • The digital asset exchanges on which digital assets trade are relatively new and, in most cases, largely unregulated and may ther efo re be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involve d i n fraud or experience security failures or other operational issues, such digital asset exchanges’ failures may result in a reduction in the price of some or all digital assets and can adversely affect an investment in us. • Digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a result, an y i ncorrectly executed digital asset transactions could adversely affect an investment in us. • We may not have adequate sources of recovery if our digital assets are lost, stolen or destroyed. • The loss or destruction of a private key required to access a digital asset may be irreversible. Our loss of access to our privat e k eys or our experience of a data loss relating to our Company’s digital assets could adversely affect an investment in our Company. • Because many of our digital assets are held by digital asset exchanges, we face heightened risks from cybersecurity attacks and finan cia l stability of digital asset exchanges. • If the award of digital assets for solving blocks and transaction fees for recording transactions are not sufficiently high to c ove r expenses related to running data center operations, it may have adverse effects on an investment in us. • As the number of digital assets awarded for solving a block in the blockchain decreases, the incentive for miners to continue to co ntribute processing power to the respective digital asset network will transition from a set reward to transaction fees. • Fluctuations in the price of bitcoin may significantly influence the market price of our Common Stock. The price of bitcoin may be influe nce d by regulatory, commercial, and technical factors that are highly uncertain . The price of bitcoin is extremely volatile and the Company’s business operations are no longer economical below the Company’s BTC breakeven point Risks Relating to Regulatory and Political Matters • Regulatory changes or actions may restrict the use of bitcoins or the operation of the bitcoin network in a manner that adversely affect s a n investment in us. • It may be illegal now, or in the future, to acquire, own, hold, sell or use digital assets in one or more countries, and ownersh ip of, holding or trading in our securities may also be considered illegal and subject to sanction. • If regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”) under t he regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to register and comply with such regulations. • Current interpretations require the regulation of bitcoins under the CEA by the CFTC, we may be required to register and comply with suc h regulations. To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary, non - recurring expenses to us. We may also decide to cease certain opera tions. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors. • If regulatory changes or interpretations require the regulation of bitcoins under the Securities Act and Investment Company Act by the Commission, we may be required to register and comply with such regulations. • If federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins a s p roperty for tax purposes (in the context of when such bitcoins are held as an investment), such determination could have a negative tax consequence on our Company or our shareholders. • Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment C omp any Act of 1940 and could adversely affect the market price of bitcoin and the market price of our Common Stock. Risks Relating to the Mergers • The Mergers may be completed even though certain events occur prior to the closing that materially and adversely affect TeraWulf or IKONICS. • Some TeraWulf and IKONICS officers and directors have interests in the Mergers that are different from yours and that may influenc e t hem to support or approve the Mergers without regard to your interests. • The market price of the Common Stock following the Mergers may decline as a result of the Mergers. • Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including pro pos als that may be superior to the arrangements contemplated by the Merger Agreement. • The Mergers may not occur (irrespective of whether the conditions are satisfied) .

     

 

 

 

Mining powers Bitcoin. TeraWulf POWERS SUSTAINABLE MINING . info@TeraWulf.com Merger Announcement

     

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