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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 21, 2022

 

Mawson Infrastructure Group Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40849   88-0445167
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

Level 5, 97 Pacific Highway, North Sydney NSW
Australia
  2060
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code +61 2 8624 6130

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on
Which Registered
Common Stock, $0.001 par value   MIGI   Nasdaq Stock Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On March 21, 2022, Mawson Infrastructure Group Inc. (the “Company”) released a press release announcing the Company’s upgrade to Exahash Targets, Financial Results for Fourth Quarter and for the year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. On the same date, the Company released an investor presentation on its website titled “Q4 2021 Investor Presentation”, dated March 2022, (the “Investor Presentation”), which includes updates regarding the Company’s financial position, business, and operations. A copy the Investor Presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

  

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.  The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

The information presented in Item 2.02 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Mawson Infrastructure Group Inc. Press Release dated March 21, 2022 regarding upgrade to Exahash Targets, Financial Results for Fourth Quarter and Full Year 2021
99.2   Mawson Infrastructure Group Inc – Q4 2021 Investor Presentation, March 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in Mawson’s Annual Report on Form 10-K filed with the SEC on March 21, 2022, and in other filings that the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Mawson Infrastructure Group Inc.
     
Date: March 21, 2022 By: /s/ James Manning
    James Manning
    Chief Executive Officer

 

 

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Exhibit 99.1

 

 

 

Mawson Infrastructure Group Announces Upgrade to Exahash Targets, Financial Results for Fourth Quarter and Full Year 2021

 

Full Year 2021 record revenue of $43.9 Million, up 886% vs FY 2020

 

Full Year 2021 record gross profit of $34.0 Million, up 2,526% vs FY 2020

 

Full Year 2021 record non-GAAP EBITDA of $17.9 Million

 

Upgrade to Exahash targets – 4 Exahash by Q3 2022, 5.5 Exahash by early Q1 2023

 

808 Self-mined Bitcoin produced in FY 2021

 

New 100-megawatt facility in Pennsylvania, USA signed

 

100-megawatt expansion at Georgia, USA facility commenced

 

In early 2022, 100 megawatt hosting customer agreement executed and $20M debt facility secured with Celsius Mining LLC

 

First revenues from Mawson’s Hosting Co-location business

 

Sydney, Australia and New York City, USA — March 21st, 2022 — Mawson Infrastructure Group Inc. (NASDAQ:MIGI) (“Mawson”), a digital infrastructure provider, is pleased to announce financial highlights and financial results, for the fourth quarter and full year ended December 31, 2021.

 

Q4 2021 Financial and Business Highlights

 

Revenue of $19.6 million compared to $10.9 million in Q3 2021, up 79%

 

Gross profit of $16.0 million, compared to $8.4 million in Q3 2021, up 89%

 

Non-GAAP EBITDA of $10.0 million, compared to $3.3 million in Q3 2021, up 203%

 

Record 0.83 Exahash online reached on 22nd December 2021

 

Stage 2 of 100 megawatt expansion at Georgia Bitcoin mining facility ongoing

 

First Australian Bitcoin mining facility operational, in partnership with Quinbrook Infrastructure Partners

 

Purchased an additional 4,000 latest generation ASIC bitcoin miners

 

Mawson’s Luna Squares LLC hosting co-location business, utilizing the company’s Modular Data Centre (MDC) technology continues to expand

 

 

 

Mawson joins the Bitcoin Mining Council

 

Cosmos Asset Management launches ‘DIGA’ – The Cosmos Global Digital Miners Access ETF in Australia

 

Full Year 2021 Financial and Business Highlights

 

Full year record revenue of $43.9 million compared to $4.4 million in 2020; up 886%

 

Full year record gross profit of $34.0 million, compared to $1.3 million in 2020, up 2,526%

 

Full year record non-GAAP EBITDA of $17.9 million

 

New 100 megawatt Bitcoin mining facility in Pennsylvania, USA signed

 

Stage 2 of 100 megawatt expansion at Georgia Bitcoin mining facility commenced

 

First Australian Bitcoin mining facility operational, in partnership with Quinbrook Infrastructure Partners

 

Total available energy infrastructure capacity at Bitcoin mining facilities reaches 220 megawatts

 

Mawson’s Luna Squares LLC hosting co-location business launched

 

Mawson lists on the Nasdaq Capital Market

 

Over 33,000 new ASIC Bitcoin Miners added in FY 2021 to fleet of over 40,000 as at 31 Dec 2021

 

Subsequent to Quarter End

 

New 100 megawatt hosting customer co-location agreement signed with Celsius Mining LLC

 

Georgia, USA Bitcoin mining facility Stage 3 expansion approved to 230 megawatts, which could accommodate up to 7.5 Exahash of operational capacity

 

$20M debt facility executed with Celsius Mining LLC, to accelerate the rollout of our energy infrastructure capacity

 

New 12 megawatt hosting co-location agreement signed with Foundry Digital LLC

 

2022 Strategic Focus

 

Expand existing Bitcoin mining operations from the expected end of March online hash rate of 1.5 Exahash, to our target of 4.0 Exahash by Q3, 2022 and to our target of 5.5 Exahash by early Q1 2023

 

Expand Luna Squares LLC hosting co-location business from the current 4 megawatts online to the 116 megawatts now contracted, and beyond

 

Continue the ongoing expansion of the company’s Georgia, Pennsylvania and Australian Bitcoin Mining facilities

 

Continue to assess, and where appropriate, add more Bitcoin mining facilities to the global portfolio

 

Continue to assess, and where appropriate, add more Bitcoin miners to global operations

 

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Evaluate opportunities to decrease the overall costs of Bitcoin production

 

Continue with our strong ESG focus across our business

 

 

 

 

 

Aerial views of Sandersville, Georgia facility expansion

 

3

 

 

 

James Manning, CEO and Founder of Mawson Infrastructure, said, "FY 2021 was a transformational year for our business. We significantly increased our Bitcoin self-mining operational footprint, producing a record 808 Bitcoin, increased revenue 886% to $43.9 million, increased our gross profit 2526% to $34.0 million, and posted a record $17.9 million of non-GAAP EBITDA.

 

We also successfully launched our Luna Squares hosting co-location business, signed a new large-scale facility in Midland, Pennsylvania and materially expanded the size of our Sandersville, Georgia Bitcoin mining facility. We also launched our first Australian facility in 2021 as well as listing on the Nasdaq late in Q3.

 

The Mawson team have put in a phenomenal effort these past 12 months and for that I am very grateful. We enter 2022 with a large bitcoin self-mining business, and a large scale hosting co-location business and I’m very excited for what 2022 has in store.”

 

###

 

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About Mawson Infrastructure

 

Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure provider, with multiple operations throughout the USA and Australia. Mawson’s vertically integrated model is based on a long-term strategy to promote the global transition to the new digital economy. Mawson matches sustainable energy infrastructure with next-generation mobile data centre (MDC) solutions, enabling low-cost Bitcoin production and on-demand deployment of infrastructure assets. With a strong focus on shareholder returns and an aligned board and management, Mawson Infrastructure Group is emerging as a global leader in ESG focused Bitcoin mining and digital infrastructure.

 

For more information, visit: www.mawsoninc.com

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Mawson cautions that statements in this press release that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Mawson’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility that Mawson’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of cryptocurrencies and further or new regulation of digital assets. More detailed information about the risks and uncertainties affecting Mawson is contained under the heading “Risk Factors” included in Mawson’s Annual Report on Form 10-K filed with the SEC on March 21, 2022 and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021, and in other filings Mawson has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Mawson undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

 

Investor Contact:
Brett Maas
646-536-7331
[email protected]
www.haydenir.com

 

 

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Exhibit 99.2

 

T H E D I G I T A L A S S E T C O M P A N Y Q4 2021 Investor Presentation N A S D A Q : M I G I March 2022

 

Q4 2021 Investor Presentation 2 LEGAL DISCLAIMER Information contained herein is derived from various internal and external sources which are deemed reliable, but no representations or warranties are made by Company, or any of its affiliates, employees or representatives as to the accuracy or completeness of such information. The Company has not independently verified any of the information set forth in this Presentation. No representation is made as to the reasonableness of the assumptions within or the accuracy or completeness of any projections or modelling or any other information contained herein. Any data on past performance or modelling contained herein is not an indication as to future performance. The Company assumes no obligation to update the information in this Presentation. The information contained in this Presentation does not purport to contain all of the information that a prospective investor may desire. In all cases, interested parties should conduct their own investigation and analysis of Company and the information contained herein. Except as otherwise expressly indicated, this Presentation speaks as of the date hereof. The Company, does not undertake to update the information contained herein, correct any inaccuracies that may become apparent or provide the recipient with access to any additional evaluation material. The delivery of this Presentation does not imply that there has been no change in Company’s affairs after the date hereof. This Presentation is not a prospectus, disclosure document or offering document, and does not constitute an offer or invitation to apply for securities under any. In particular, this Presentation shall not form the basis of or be relied on in connection with any contract or commitment whatsoever. FORWARD LOOKING STATEMENTS/USE OF PROJECTIONS Statements made in this presentation include forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward - looking statements can be identified by the use of words as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” target,” or comparable terminology. All financial forecasts are forward - looking statements, are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. All forward - looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward - looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company's Annual Report on Form 10 - K filed with the SEC on March 21 2022, as may be supplemented or amended by future filings of the Company. The Company assumes no obligation to update or supplement forward - looking statements that become untrue because of subsequent events, new information or otherwise. More specifically, it is impossible to forecast what the price of bitcoin or the hash rate difficulty will be on any specific date, or when all the Company's miners are expected to be deployed. This presentation is for illustrative purposes only to provide the reader with an estimate of the Company's potential gross revenue, mining power and hosting costs, which might be attained if all miners were deployed as of a specific date and with certain parameters used, as set forth below. The parameters used were hash rates of 1.5 EH, 4.00 EH and 5.50 EH, Bitcoin price assumption of $40,000 and blended historical average power costs. NO OFFER OR SOLICITATION This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities. No offer, sale or solicitation of any securities shall be made in any jurisdiction in which such offer, sale or solicitation would be prohibited. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. INVESTOR NOTICES Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward - looking statements described under “Risk Factors” in our most recent SEC filings including our Annual Report on Form 10 - K filed with the SEC on March 21 2022. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Lastly, with the current worldwide situation caused by COVID - 19, there can be no assurances as to when we may see any long - term sustained recovery in the bitcoin market, and if so, whether any recovery might be significant. NON - GAAP FINANCIAL MEASURES T he Company utilizes a number of different financial measures, both GAAP and non - GAAP, in analyzing and assessing its overall business performance, for making operating decisions and for forecasting and planning future periods. The Company considers the use of non - GAAP financial measures helpful in assessing its current financial performance, ongoing operations and prospects for the future. While the Company uses non - GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, the Company does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, the Company believes that disclosing non - GAAP financial measures to the readers of its financial information provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. Investors are cautioned that there are inherent limitations associated with the use non - GAAP financial measures as an analytical tool. In particular, non - GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in the Company’s financial results for the foreseeable future. In addition, other companies, including other companies in the Company’s industry, may calculate non - GAAP financial measures differently than the Company does, limiting their usefulness as a comparative tool.

 

Q4 2021 Investor Presentation 3 TARGET SELF - MINING HASH RATE 4.00 EH Expected online Q3 2022 ~ 18 BTC produced per day 1 Focused on Bitcoin Self - Mining and Hosting Co - location services, Mawson’s integrated model is based on a long term strategy to assist in the global transition to a digital and decarbonised society. 4 SITES 3 USA + 1 AUS 1. Bitcoin produced per day is based on network difficulty as at 18 March 2022. Assumes all equipment deployed and online, plus the construction of all contracted sites. Please see Coinwarz Bitcoin Mining Calculator at https:// www.coinwarz.com/mining/bitcoin/calculato r . The above information is for general information purposes only, should not be considered forward looking statements and Mawson takes no responsibility for the accuracy of third party information, including websites. Online calculator excludes overheads and fees (except pool fees). The above information should be read in conjunction with the disclaimer on page 2 Contracted energy capacity delivery is not guaranteed and is subject to decreases in various circumstances such as times of high energy use. 2020 carbon offset with carbon credits, 2021 carbon footprint assessment underway. 2. 3. Bitcoin mining & hosting 3 Net Zero Carbon TARGET SELF - MINING HASH RATE 5.50 EH Expected online early Q1 2023 ~ 25 BTC produced per day 1 ONLINE SELF - MINING HASH RATE 1.50 EH Expected as at end March 2022 ~ 7 BTC produced per day 1 350 MW 2 Total contracted energy infrastructure capacity across all Bitcoin mining facilities Mawson at a glance

 

Q4 2021 Investor Presentation 4 Financial Highlights Δ (from Q3 2021) Operational Highlights Subsequent Events to Q4 Revenue $19.6 M +79% Gross Profit $16.0 M +89% EBITDA (Non - GAAP) $10.0 M +203% 230 MW Expansion of Bitcoin Mining Facility in Sandersville, GA, USA *which could accommodate up to 7.5 Exahash of operational capacity 2 $20 M Debt facility secured with Celsius Mining LLC 100 MW Hosting Co - location customer agreement signed with Celsius Mining LLC Hash Rate Record 0.83 EH 1 Energy infrastructure capacity available for Bitcoin Mining 200 MW Added in Q4 New ASIC Bitcoin Miners contracted +4,000 Total fleet >40,000 as at 31 Dec 2021 1. 0.83 EH was reached on the 22nd of December 2021 for two consecutive days, future results may vary, and will be subject to the Risk Factors as described in our Annual Report filed on 10K with the SEC on March 21, 2022. 2. Exahash capacity assumes installation of latest generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatts per 1 Exahash. Headline Results Q4 2021

 

Q4 2021 Investor Presentation 5 New 100MW Bitcoin Mining Facility Signed in Midland, PA, USA 100MW Bitcoin Mining Facility Expansion in Sandersville, GA, USA First Bitcoin mining facility signed in partnership with Quinbrook Infrastructure Partners – global green energy infrastructure fund Listed on the NASDAQ Joined the Bitcoin Mining Council Financial Highlights Δ (from FY2020) Operational Highlights Strategic Highlights Headline Results Revenue $43.9 M +886% Gross Profit $34.0 M +2,526% EBITDA (Non - GAAP) $17.9 M Cash and equivalents $5.5 M at 31 December Total Contracted Self - Mining Hash Rate 3.35 EH Energy infrastructure capacity available for Bitcoin Mining 220 MW Added in FY 2021 New ASIC Bitcoin Miners contracted +33,000 Total fleet >40,000 as at 31 Dec 2021 Hosting Co - location revenue $0.85 M FY 2021

 

Q4 2021 Investor Presentation 6 Q4 - 21 ($M) Q4 - 20 ($M) Δ ($M) ASSETS Cash and cash equivalents $5.5 $1.1 $4.4 Property and equipment, net $76.9 $7.0 $69.9 Equipment deposits $51.4 $ - $51.4 Other Assets $11.5 $1.7 $9.8 Total Assets $145.3 $9.8 $135.5 Trade and other payables $7.7 $1.9 $5.8 Borrowings $18.7 $0.3 $18.4 Other Liabilities $4.3 $ - $4.3 Total Liabilities $30.7 $2.2 $28.5 Net Assets $114.6 $7.6 $107.0 December 31, 2021 Balance Sheet 1 7.1 6.2 10.9 19.6 Revenues ($M) 4.5 4.7 8.4 16.0 Gross Profit ($M) 2.0 2.6 3.3 10.0 Non - GAAP EBITDA ($M) FY 2021 Summary Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 1. Balance sheet presented in a non - GAAP basis. Please see slide 19 for reconciliation to statutory GAAP accounts per 10K.

 

Q4 2021 Investor Presentation 7 1. Annualised revenue is based on BTC USD$40k and difficulty as at 18 March 2022. Assumes all equipment deployed and online, plus the construction of all contracted sites. 2. Approximately 116 megawatts (MW) is currently allocated to Mawson’s Hosting Co - location customers, see slide 8 for further details. *Please see Coinwarz Bitcoin Mining Calculator at https:// www.coinwarz.com/mining/bitcoin/calculator . The above information is for general information purposes only, should not be considered forward looking statements and Mawson takes no responsibility for the accuracy of third party information, including websites. Online calculator excludes overheads and fees (except pool fees). The above information should be read in conjunction with the disclaimer on page 2. Mawson Self - Mining Mar 2022 Q3 2022 1 Δ Q1 2023 Target 2 Δ Capacity (MW) 2 350 MW 590 MW +240 MW 1,000 MW +410 MW Total Exahash (EH) Online 1.5 EH 4.0 EH +2.5 EH 5.50 EH +1.5 EH BTC Mining Production / day 7.0 BTC /day 1 18.0 BTC /day 1 +11.0 BTC 25.0 BTC /day +7.0 BTC Annualised Revenue 1 $102.2M ~$262.8M +$160.6M ~$365.0M +$102.2M Mining Revenue Operating Costs Mawson Hashrate Network Hashrate ASIC Miner power consumption Block reward 6.25 BTC + TXN fees Datacentre power usage 52,560 Blocks per year Power price Bitcoin price Other operating costs = = x + x x x +

 

Q4 2021 Investor Presentation 8 Mawson Hosting Co - location Mar 2021 Target Q4 2022 1 Δ Target 2023 1 Δ Contracted Hosting Customers (MW) 116 MW 140 MW +24MW 220 MW +80MW Exahash (EH) Capacity 3.8 EH 4.6 EH +0.8EH 7.3 EH +2.7EH 1. Exahash capacity assumes installation of latest generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatt per 1 Exahash. Mawson leverages its surplus infrastructure capacity to generate an additional revenue stream, comprising hosting co - location services.

 

Q4 2021 Investor Presentation 9 Deployment Timeline (EH) Infrastructure First approach Focus on large scale power infrastructure and long term security Aggressively Increasing Self - Mining Hash Rate 1.10 EH January 2022 4.00 EH Q3 2022 +263% vs Jan 2022 5.50 EH Early Q1 2023 +400% vs Jan 2022 Hash Rate Growth (EH) 6.00 MIGI Actual Hash Rate (EH) 5.00 MIGI Target Hash Rate (EH) 4.00 3.00 2.00 1.00 -

 

Q4 2021 Investor Presentation 10 26 Years Sandersville, GA USA Midland, PA USA New South Wales AUS Secure Pipeline 350MW Energy Infrastructure underpins future growth We focus on identifying stranded and distressed energy Over 1GW pipeline of energy projects Existing facilities of 350MW Organic expansion Proven history of efficient modular site development Future development pipeline Expansion of existing facilities, plus new site acquisitions 230 MW 100 MW +200 MW Existing Capacity Target Expansion Pipeline Sites +1000 MW 15 Years 7 Years Lease term 20 MW

 

Q4 2021 Investor Presentation 1 1 Secured Infrastructure Capacity ASIC Bitcoin Mining Units Latest generation bitcoin mining hardware 45,000+ Units contracted 4.00 EH Q3 2022 Modular Data Center Units 2.5 MW / Unit 250+ Units Transformer Units 2500 kVa 160+ Units Total capacity 625 MW (Approx. 20 EH) Total capacity 400 MW (Approx. 13 EH)

 

Q4 2021 Investor Presentation 12 Sandersville, GA USA Midland, PA USA New South Wales AUS Current Exahash Capacity 7.5 EH 3.3 EH 0.4 EH Current MW capacity 230 MW 100 MW 20 MW Future potential MW capacity +200 Future potential Exahash Capacity +6.6 Current Modular Data Centre Capacity 115 50 10 Lease Term 26 Years 15 Years 7 Years Tenancy Type Long - term lease with option to buy Long - term lease Long - term lease Energy Mix ~75% carbon - free 100% carbon - free 100% renewable Current Total 11.2 EH 350 MW 175 Compelling Bitcoin Mining Facility Metrics

 

Mawson’s Infrastructure First Approach Strict ROIC assessment of sites 1 2 Modular Data Centre (MDC) IP Long - term agreements 3 4 ESG & Social Impact focus • High quality, stable and supportive jurisdictions • Selection of sites with stranded/under - utilised energy especially in regional areas • Target low cost of energy across global portfolio • Design allows for rapid deployment in most climates • One of the lowest costs of deployment in the industry • Flexibility to rapidly re - deploy equipment across facilities • Target sites that satisfy a Net Zero Carbon 2030 strategy • Site criteria includes targeting non - carbon emitting energy mix greater than 75% • Deep community engagement to win local support / social licence to operate • Dedicated carbon offset program: demonstrated contribution to major projects • Secured long - term agreements for key sites Georgia, USA 26 Years Midland, PA USA 15 Years New South Wales, 7 Years AUS Q4 2021 Investor Presentation 13

 

Q4 2021 Investor Presentation 14 ESG Focus 22,277 Tonnes of C0 2 Offsets purchased in 2020, 2021 carbon footprint being assessed/offset ~75% Sustainable / non - carbon emitting energy mix Georgia, USA • Platinum sponsor of School Athletics Programs • Mawson Group Academic Scholarship • Mawson and Brentwood School Career Pathways Program • Christmas Tree giveaway • Washington County Regional Medical Centre Pennsylvania, USA • Mawson supporter of Buhl Park (community park) • Community College Beaver County Scholarship Program • Lincoln Park Performing Arts Centre Supporter • Beaver Falls Park sponsorship • Heritage Valley Health System Supporter A responsible, accountable and ethical approach to corporate governance underpins the way we do business. • Independent Board of Directors • Code of Ethics and Business Conduct • Audit & Remuneration Committee Net Zero Carbon Socially Engaged Governance Framework 100,000 Trees Planted by the end of 2022

 

Q4 2021 Investor Presentation 15 Highly experienced Management & Board Greg Martin Independent Non - Executive Chair 25 years with AGL Energy (AGL.ASX), Australia’s largest energy generator/retailer, 5 years as CEO and Managing Director James Manning Founder & CEO 15 years management experience across technology, accounting, logistics, property development Michael Hughes Independent Non - Exec Director 30 years experience across financial services. Previous Commercial Director of Sealink Travel Group (SLK.ASX) Yossi Keret Independent Non - Exec Director 25 years experience in public markets, having served as CFO of numerous public and private companies on the NASDAQ and ASX Board Hetal Majithia Chief Financial Officer 10 years’ experience as a chartered accountant, having worked previously at PwC and KPMG in Australia and the UK Liam Wilson Chief Operating Officer 16 years experience in senior operational management roles across multiple industries Nick Hughes - Jones Chief Commercial Officer 15 years experience in financial markets and funds management Craig Hibbard Chief Development Officer 15 years’ experience in business leadership and delivery of major projects Key employees Tom Hughes General Counsel 15 years’ legal experience across technology, banking and asset management, formerly with Macquarie Bank, ANZ Bank and HUB24 Heath Donald Chief Marketing Officer 20 years’ experience across technology, communications and marketing, primarily in the telecommunications and IT industries

 

Q4 2021 Investor Presentation 16 The Cosmos Global Digital Miners Access ‘DIGA’ ETF DIGA aims to track the Global Digital Miners Access Index (before fees and expenses) which is composed of global companies with the primary business focus on digital asset mining and infrastructure. The Cosmos Global Digital Miners Access ETF trades in Australia under the code ‘DIGA.CXA’ Mawson Innovation Portfolio Bitcoin & HPC hosting services Mawson’s subsidiary, Luna Squares LLC, provides hosting co - location services at our Georgia and Pennsylvania facilities. Luna Squares currently serves customers with ~116MW of hosting co - location agreements in place, plus a healthy pipeline of potential new customers. Strategic Partnership with Purpose Investments Inc Cosmos Asset Management is partnering with ~$14BN in AUM global asset manager, Purpose Investments Inc.

 

Q4 2021 Investor Presentation 17 Ticker NASDAQ:MIGI Share price $4.78 Shares outstanding 71,580,295 $342M Market capitalisation Mawson Register – High Insider Ownership Ownership Board and Management External Investors 76% 24% Based on share price as at 18 March, 2022

 

Q4 2021 Investor Presentation 18 Mawson Infrastructure Group A strong platform for sustainable growth 1. 2020 carbon offset with carbon credits, 2021 carbon footprint currently being assessed/offset. 2. https:// www.prnewswire.com/news - releases/bitcoin - miners - revenue - rose - 206 - in - 2021 - 301482452.html Rapid Growth and Scale +400% targeted operational growth from Jan 2022 to early Q1 2023 1.10 EH in Jan 2022 4.00 EH Q3 2022 5.50 EH in early Q1 2023 Infrastructure First Approach Owner/Operator of Bitcoin Self - Mining, Hosting Co - location Facilities, and Modular Data Centres (MDC) 4 Secured Locations 3 USA sites 1 AUS site Sustainable Bitcoin Mining Net Zero Carbon Bitcoin Mining/Hosting 1 Strategic Relationships Quinbrook Infrastructure Partners Purpose Investments, Inc Celsius Mining LLC Canaan Inc Foundry Digital LLC Lowest quartile operator - Large revenue opportunity Low costs of deployment per megawatt and costs of production ~$15BN bitcoin mining revenue in 2021 2 High insider ownership ~24% owned by directors and senior management

 

Reconciliation of Non - GAAP Metrics Q4 Balance Sheet Slide 6 identifies some non - GAAP financial metrics, which require reconciliation to the statutory GAAP numbers. We set them out as follows: Assets Cash and cash equivalents Cash $5.5M Property and equipment, net $76.9M Share Based Payments 3 $0.7 Equipment deposits $51.4M EBITDA (Non - GAAP) $10.0 Other Assets Trade and other receivables $7.2M Revenue $19.6 Right of use assets $4.0M Less Marketable securities $0.3M Cost of Revenues $3.6 GROSS PROFIT (GP) $16.0 Total Assets $145.3M Slide 4 identifies some non - GAAP financial metrics, which require reconciliation to the statutory GAAP numbers. We set them out as follows: Net profit (GAAP) $1.8 Net other expenses 1 $1.3 Depreciation & amortisation 2 $6.2 1. Adjustments for – realised and unrealized gains and losses, non - operating income/(expense), share of associates accounted for using the equity method and tax. 2. Reverses out accelerated depreciation effect 3. Reverses out share - based payments 4. Rounding to millions Q4 EBITDA + Gross Profit Liabilities Trade and other payables $7.7M Borrowings Other Liabilities Lease liability Total Liabilities $18.7M $4.3M $30.7M Q4 2021 Investor Presentation 19

 

Investor Relations Brett Mass Hayden IR [email protected] Head Office Level 5, 97 Pacific Highway North Sydney, NSW Australia [email protected]