Non-Binding Term Sheet Outlines Proposed
Acquisition of Rhodium Assets at the Rockdale Facility and Mutual
Release of All Claims
CASTLE
ROCK, Colo., March 21,
2025 /PRNewswire/ -- Riot Platforms, Inc. (NASDAQ:
RIOT) ("Riot" or "the Company"), an industry leader in vertically
integrated Bitcoin mining, announced entry into a
non-binding term sheet outlining terms of a potential acquisition
(the "Term Sheet") by Whinstone US, Inc., or an affiliate
("Whinstone"), a wholly-owned subsidiary of Riot, of specific
assets owned by Rhodium Encore LLC (together with its affiliates,
"Rhodium") at Riot's Rockdale Facility (the "Transaction"), and the
filing of a motion to approve settlement under Federal Rule of
Bankruptcy Procedure 9019 in Rhodium's bankruptcy case.
Based upon the terms outlined in the Term Sheet, upon closing of
the Transaction, Whinstone (or an affiliate) will provide
$185 million in total consideration
to Rhodium, consisting of: (i) $129.9
million in cash, (ii) $6.1
million return of Rhodium's power security deposit, and
(iii) $49.0 million in Riot shares,
which will be priced based on the last 10 trading days
volume-weighted average price immediately prior to the closing of
the Transaction. In exchange for the Transaction consideration,
Rhodium will transfer ownership of all tangible property located at
the Rockdale Facility, including all ASIC miners, and
vacate the site within three business days following closing of the
Transaction, whereupon Riot will immediately assume Rhodium's 125
MW of power capacity and the existing operating assets at the
Rockdale Facility, resulting in the entire Rockdale Facility power
load being allocated to self-use. Each of Whinstone and Rhodium
will also dismiss all existing litigation, including any appeals,
and release any and all future claims not connected to the closing
of the Transaction.
The Transaction and settlement will be subject to, among other
things, the approval of the Bankruptcy Court pursuant to Bankruptcy
Rule 9019 and Bankruptcy Code section 363, and will require
execution of definitive agreements between Whinstone and Rhodium.
Riot will continue to provide further updates in due course.
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 and Houston, Texas.
For more information, visit www.riotplatforms.com.
Cautionary Statement Concerning Forward-Looking
Statements
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, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. 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," similar expressions and their
negatives are intended to identify forward-looking statements.
These forward-looking statements may include, but are not limited
to, statements relating to the Company's development at its
facility in Rockdale, Texas and
the Company's plans, projections, objectives, expectations, and
intentions about future events and trends that it believes may
affect the Company's financial condition, results of operations,
business strategy, short-term and long-term business operations and
objectives and financial needs. These forward-looking statements
are subject to a number of risks and uncertainties, including,
without limitation: the Bankruptcy Court's approval of the
Transaction; any delays in the bankruptcy process associated with
closing the Transaction; the financial benefits and operational
risks associated with the Transaction and whether the Company will
be able to integrate and realize the benefits of the Transaction;
the Company's ability to realize benefits from its implementation
of new strategies into its business, estimates of
Bitcoin production; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Term Sheet entered into in accordance with the
proposed Transaction; the possibility that the proposed Transaction
will not be completed in the expected timeframe or at all; the risk
of stockholder litigation and any other legal proceedings relating
to the Transaction, including resulting expense; the risk that any
announcements relating to the Transaction could have adverse
effects on the market price of the Company's common stock; or the
failure of the Company to otherwise realize anticipated
efficiencies and strategic and financial benefits from our business
strategies. 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 "Risk Factors"
and "Cautionary Note Regarding Forward-Looking 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
PR@Riot.Inc
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SOURCE Riot Platforms, Inc.