As
previously disclosed, on March 1, 2023, TeraWulf Inc. (the “Company”) entered into the fifth amendment (the “Fifth Amendment”)
to its Loan, Guaranty and Security Agreement, dated as of December 1, 2021 (as amended, modified or supplemented from time to time, the
“Loan Agreement”), by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto
and Wilmington Trust, National Association, as administrative agent and collateral agent.
The
Fifth Amendment eliminates mandatory amortization of the term loans under the Loan Agreement through April 8, 2024, as long as the Company
achieves the previously disclosed capital raise condition for amortization relief (the “Amortization Relief Condition”).
The
Company satisfied the Amortization Relief Condition on March 9, 2023.
Forward Looking Statements
This
Current Report on Form 8-K 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 data 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 data 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.