No Change to Company's Business, Operations or
Financial Statements
LAS
VEGAS, Nov. 8, 2024 /PRNewswire/ -- CleanSpark,
Inc. (Nasdaq: CLSK), America's Bitcoin Miner® (the
"Company"), today addressed the trading halt imposed by Nasdaq
following an issue relating to the calculation of the number of
outstanding warrants (Nasdaq: CLSKW) (the "Warrants") and the
number of shares underlying those Warrants. The trading halt is not
the result of any issue associated with CleanSpark's business,
operations, filings with the SEC, financial statements or
securities.
The Warrants were originally issued by GRIID Infrastructure,
Inc. ("GRIID") and converted into CleanSpark warrants in connection
with the Company's acquisition of GRIID on October 30, 2024. In connection with the
consummation of the acquisition of GRIID, and pursuant to the terms
of the merger agreement, the Warrants were to be adjusted to
reflect the merger exchange ratio of 0.069593885 of a share of the
Company's common stock for each share of GRIID common stock. As a
result, the outstanding 13,800,000 Warrants are to represent the
right to purchase an aggregate of 960,395 shares of the Company's
common stock at an exercise price of $165.24 for each full share. However, the
exchange ratio was erroneously applied to the Warrants in certain
documentation, including the listing application filed with
Nasdaq.
The Company contacted representatives of Nasdaq promptly upon
becoming aware of this issue and is working diligently to resolve
this issue and allow trading of its common stock and Warrants to
resume.
About CleanSpark
CleanSpark (Nasdaq: CLSK) is
America's Bitcoin Miner®. We own and operate multiple
data centers that primarily run on low-carbon power. Our
infrastructure responsibly supports Bitcoin, the
world's most important digital commodity and an essential tool for
financial independence and inclusion. We cultivate trust and
transparency among our employees and the communities we operate in.
Visit our website at www.cleanspark.com.
Forward-Looking Statements
This press release includes
"forward-looking statements" as defined under the federal
securities laws. All statements other than statements of historical
fact included in this press release, including, among other things,
statements regarding the Warrants and the business combination
transaction between CleanSpark and GRIID, future events, plans and
anticipated results of operations, business strategies, the
anticipated benefits of the transaction, the anticipated impact of
the transaction on CleanSpark's business and future financial and
operating results, the expected amount and timing of synergies from
the transaction and other aspects of CleanSpark's operations or
operating results are forward-looking statements. Words and phrases
such as "ambition," "anticipate," "estimate," "believe," "budget,"
"continue," "could," "intend," "may," "plan," "potential,"
"predict," "seek," "should," "will," "would," "expect,"
"objective," "projection," "forecast," "goal," "guidance,"
"outlook," "effort," "target" and other similar words can be used
to identify forward-looking statements. However, the absence of
these words does not mean that the statements are not
forward-looking. Where, in any forward-looking statement,
CleanSpark expresses an expectation or belief as to future results,
such expectation or belief is expressed in good faith and believed
to be reasonable at the time such forward-looking statement is
made. However, these statements are not guarantees of future
performance and involve certain risks, uncertainties and other
factors beyond CleanSpark's control. Therefore, actual outcomes and
results may differ materially from what is expressed or forecast in
the forward-looking statements.
The following important factors and uncertainties, among others,
could cause actual results or events to differ materially from
those described in forward-looking statements: CleanSpark's ability
to quickly resolve the Warrant calculation issue and enable trading
its securities on Nasdaq to be resumed; CleanSpark's ability to
successfully integrate GRIID's businesses and technologies, which
may result in the combined company not operating as effectively and
efficiently as expected; the risk that the expected benefits and
synergies of the transaction may not be fully achieved in a timely
manner, or at all; the risk of potential litigation relating to the
transaction that could be instituted against CleanSpark or its
directors; the risk that CleanSpark will be unable to retain and
hire key personnel; unanticipated difficulties, liabilities or
expenditures relating to the transaction; the effect of the
transaction on CleanSpark's common stock price and uncertainty as
to the long-term value of CleanSpark common stock; risks that the
transaction disrupts current plans and operations of CleanSpark and
its management team and potential difficulties in hiring or
retaining employees as a result of the transaction; reliance on a
limited number of key employees; the availability of financing
opportunities and risks associated with economic conditions;
dependency on continued growth in blockchain and
bitcoin usage; anticipated additions to CleanSpark's
hashrate and the timing thereof; the risk that the electrical power
available to CleanSpark's facilities does not increase as expected;
the success of CleanSpark's digital currency mining activities; the
volatile and unpredictable cycles in the emerging and evolving
industries in which CleanSpark operate; increasing difficulty rates
for bitcoin mining; bitcoin halving;
changes in network and infrastructure; new or additional
governmental regulation; the anticipated delivery dates of new
miners; the ability to successfully deploy new miners; the
dependency on utility rate structures and government incentive
programs; dependency on third-party power providers for expansion
efforts; the expectations of future revenue growth and ability to
execute on business strategy; CleanSpark's ability to remediate the
material weakness identified in the internal control over financial
reporting included in its Annual Report on Form 10-K for the fiscal
year ended September 30, 2023; global
and regional changes in the demand for the services of CleanSpark,
including the conflicts in Ukraine
and the Middle East, and the
global response to such conflict, security threats on facilities
and infrastructure; insufficient liquidity; unexpected cost
increases, inflationary pressures or technical difficulties in
constructing, maintaining or modifying company facilities;
legislative and regulatory initiatives addressing global climate
change or other environmental concerns; public health crises,
including pandemics (such as COVID-19) and epidemics and any
impacts or related company or government policies or actions;
international monetary conditions and exchange rate fluctuations;
CleanSpark's ability to complete any other announced or any other
future dispositions or acquisitions on time, if at all; security
and cybersecurity threats and hacks; dependency on third parties to
maintain cold and hot wallets that hold CleanSpark's
bitcoin; the expectations of future revenue growth and
ability to execute on CleanSpark's business strategy; and other
economic, business, competitive and/or regulatory factors affecting
CleanSpark's business generally as set forth in its filings with
the SEC. For additional information about other factors that could
cause actual results to differ materially from those described in
the forward-looking statements, please refer to CleanSpark's
periodic reports and other filings with the SEC, including the risk
factors contained in CleanSpark's most recent Quarterly Reports on
Form 10-Q and Annual Report on Form 10-K for the fiscal year ended
September 30, 2023, and any
subsequent filings with the SEC. Forward-looking statements
represent current expectations and are inherently uncertain and are
made only as of the date hereof (or, if applicable, the dates
indicated in such statement). Forward-looking statements contained
herein are made only as to the date of this press release, and
CleanSpark assumes no obligation to update or revise any
forward-looking statements as a result of any new information,
changed circumstances or future events or otherwise, except as
required by applicable law.
Investor Relations Contact
Brittany Moore
702-989-7693
ir@cleanspark.com
Media Contact
Eleni
Stylianou
702-989-7694
pr@cleanspark.com
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SOURCE CleanSpark, Inc.