TeraWulf Announces Proposed Public Offering of Common Stock
February 01 2023 - 4:12PM
Business Wire
TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”),
which owns and operates vertically integrated, domestic Bitcoin
mining facilities powered by more than 91% zero-carbon energy,
today announced that it is commencing an underwritten public
offering of its common stock (the "Offering"). TeraWulf also
expects to grant to the underwriter for the Offering a 30-day
option to purchase up to an additional 15% of the number of shares
of common stock offered in the public offering. All of the shares
to be sold in the Offering will be sold by TeraWulf, subject to
customary closing conditions.
TeraWulf intends to use the net proceeds from the Offering for
general corporate purposes, which may include working capital
and/or capital expenditures.
JonesTrading Institutional Services LLC (“JonesTrading”) is
acting as the sole book-running manager for the Offering.
The Offering is being made by the Company pursuant to its shelf
registration statement on Form S-3 (File No. 333-262226) previously
filed with the Securities and Exchange Commission (the "SEC") and
declared effective by the SEC on February 4, 2022. A preliminary
prospectus supplement and accompanying prospectus relating to and
describing the terms of the Offering will be filed with the SEC.
When available, copies of the preliminary prospectus supplement and
accompanying prospectus relating to the Offering will be available
on the SEC's web site at www.sec.gov. Alternatively, copies of the
preliminary prospectus supplement and accompanying prospectus
relating to the Offering may be obtained, when available, by
sending a request to: JonesTrading, Attention: Equity Capital
Markets, 211 E. 43rd Street, New York, New York 10017; email:
ecm@jonestrading.com. The final terms of the Offering will be
disclosed in a final prospectus supplement to be filed with the
SEC.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About TeraWulf
TeraWulf (Nasdaq: WULF) owns and operates vertically integrated,
environmentally clean Bitcoin mining facilities in the United
States. Led by an experienced group of energy entrepreneurs, the
Company is currently operating and/or completing construction of
two mining facilities: Lake Mariner in New York, and Nautilus
Cryptomine in Pennsylvania. TeraWulf generates domestically
produced Bitcoin powered by 91% nuclear, hydro, and solar energy
with a goal of utilizing 100% zero-carbon energy. With a core focus
on ESG that ties directly to its business success, TeraWulf expects
to offer attractive mining economics at an industrial scale.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, as amended. Such
forward-looking statements include statements concerning
anticipated future events and expectations that are not historical
facts. All statements, other than statements of historical fact,
are statements that could be deemed forward-looking statements. In
addition, forward-looking statements are typically identified by
words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,”
“anticipate,” “intend,” “outlook,” “estimate,” “forecast,”
“project,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict,” “should,” “would” and other similar words
and expressions, although the absence of these words or expressions
does not mean that a statement is not forward-looking.
Forward-looking statements are based on the current expectations
and beliefs of TeraWulf’s management and are inherently subject to
a number of factors, risks, uncertainties and assumptions and their
potential effects. There can be no assurance that future
developments will be those that have been anticipated. Actual
results may vary materially from those expressed or implied by
forward-looking statements based on a number of factors, risks,
uncertainties and assumptions, including, among others: (1)
conditions in the cryptocurrency mining industry, including
fluctuation in the market pricing of Bitcoin and other
cryptocurrencies, and the economics of cryptocurrency mining,
including as to variables or factors affecting the cost, efficiency
and profitability of cryptocurrency mining; (2) competition among
the various providers of cryptocurrency mining services; (3)
changes in applicable laws, regulations and/or permits affecting
TeraWulf’s operations or the industries in which it operates,
including regulation regarding power generation, cryptocurrency
usage and/or cryptocurrency mining; (4) the ability to implement
certain business objectives and to timely and cost-effectively
execute integrated projects; (5) failure to obtain adequate
financing on a timely basis and/or on acceptable terms with regard
to growth strategies or operations; (6) loss of public confidence
in Bitcoin or other cryptocurrencies and the potential for
cryptocurrency market manipulation; (7) the potential of
cybercrime, money-laundering, malware infections and phishing
and/or loss and interference as a result of equipment malfunction
or break-down, physical disaster, data security breach, computer
malfunction or sabotage (and the costs associated with any of the
foregoing); (8) the availability, delivery schedule and cost of
equipment necessary to maintain and grow the business and
operations of TeraWulf, including mining equipment and
infrastructure equipment meeting the technical or other
specifications required to achieve its growth strategy; (9)
employment workforce factors, including the loss of key employees;
(10) litigation relating to TeraWulf, RM 101 f/k/a IKONICS
Corporation and/or the business combination; (11) the ability to
recognize the anticipated objectives and benefits of the business
combination; and (12) other risks and uncertainties detailed from
time to time in the Company’s filings with the Securities and
Exchange Commission (“SEC”). Potential investors, stockholders and
other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on
which they were made. TeraWulf does not assume any obligation to
publicly update any forward-looking statement after it was made,
whether as a result of new information, future events or otherwise,
except as required by law or regulation. Investors are referred to
the full discussion of risks and uncertainties associated with
forward-looking statements and the discussion of risk factors
contained in the Company’s filings with the SEC, which are
available at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20230131006058/en/
Sandy Harrison harrison@terawulf.com (410) 770-9500
TeraWulf (NASDAQ:WULF)
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