Riot Platforms Enters Non-Binding Term Sheet to Acquire Assets

Riot Platforms Publicizes Intent to Acquire Rhodium Assets and Settle Agreement

Riot Platforms, Inc., a prominent figure in the Bitcoin mining industry, recently declared its pursuit of a non-binding term sheet with Whinstone US, Inc., to acquire specific assets from Rhodium Encore LLC at Riot’s Rockdale Facility. The term sheet elucidates the potential acquisition terms and outlines a mutual release of all claims between the involved parties. The company also submitted a motion for approving the settlement process under Federal Rule of Bankruptcy Procedure 9019 in Rhodium’s bankruptcy case.

According to the proposed terms within the term sheet, Whinstone or its affiliate will offer Rhodium a total consideration of $185 million upon closing the transaction. This substantial sum comprises $129.9 million in cash, a return of Rhodium’s power security deposit amounting to $6.1 million, and $49.0 million worth of Riot shares. The share price will be determined based on the average price over the preceding ten trading days before the transaction’s finalization. In exchange for this payment, Rhodium will transfer ownership of all physical assets at the Rockdale Facility, including ASIC miners, and vacate the site within three business days post-closing. Subsequently, Riot will assume Rhodium’s 125 MW of power capacity and operational assets at the Rockdale Facility, leading to the entire power load being allocated for self-use. Both Whinstone and Rhodium have agreed to drop existing litigation, appeals, and forfeit any future claims unrelated to the transaction’s conclusion.

Before finalization, the transaction and settlement must receive approval from the Bankruptcy Court as per Bankruptcy Rule 9019 and Bankruptcy Code section 363, requiring the development of definitive agreements between Whinstone and Rhodium. Riot Platforms has committed to providing further updates as progress unfolds.

In light of Riot Platforms, Inc.’s core mission, their vision revolves around becoming a premier Bitcoin-based infrastructure platform, aiming to impact positively on sectors, networks, and communities they engage with. The company attributes its success to fostering innovation and strong community partnerships to achieve optimal execution and successful results. Riot specializes in Bitcoin mining and digital infrastructure, with operations in central Texas and Kentucky.

Despite the promising prospects, management advises caution when interpreting these developments since forward-looking statements entail certain risks and uncertainties. They emphasize the importance of compliance with legal regulations governing such transactions to mitigate any adverse implications. In the context of substantial financial transactions involving multiple entities, close attention to procedural details and regulatory approval remains critical to ensuring a smooth transition for all parties involved.

Overall, Riot Platforms, Inc.’s commitment to expanding its operational capabilities demonstrates a strategic shift towards enhancing its position in the competitive Bitcoin mining arena. By strategically acquiring Rhodium’s assets and reaching a settlement agreement, Riot positions itself for further growth and reinforces its market standing within the cryptocurrency landscape. As events continue to unfold, stakeholders await the finalization of the transaction and anticipate significant developments in Riot’s operations at the Rockdale Facility in the coming months.