CLSK 8-K
Cleanspark, Inc. (CLSK)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 1.01 Entry into a Material Definitive Agreement.
Effective September 19, 2025, the Company entered into a Master Loan Agreement (the “Two Prime Master Loan Agreement”) with Two Prime Lending Limited (“Two Prime”), as lender. The funds made available pursuant to the Two Prime Master Loan Agreement are expected to be used to support Bitcoin mining hashrate deployment, invest in high-performance computing (HPC) capabilities, and fund the Company’s evolving Digital Asset Management strategies.
General Nature of the Facility
The Two Prime Master Loan Agreement provides for a revolving credit facility of up to $100 million.
Interest Rate
Amounts borrowed under the Two Prime Master Loan Agreement will bear interest at a rate equal to the Term SOFR Rate (as defined in the Two Prime Master Loan Agreement) plus 3.55%.
Maturity
The facility will mature on September 14, 2026 (the “Maturity Date”). The Company may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the Maturity Date. Amounts prepaid may be reborrowed, in whole or in part, at any time prior to the Maturity Date.
Security for the Borrowings
The Company’s obligations under the Two Prime Master Loan Agreement are secured by the Company’s interest in digital assets, which may include Bitcoin or any digital currency that the Company and Two Prime agree upon (the “Collateral”) and Two Prime’s recourse under the Two Prime Master Loan Agreement is limited to the Collateral.
Financial Covenants
The Company must satisfy ongoing collateral maintenance requirements. If the value of posted collateral falls below the specified margin threshold, the Company must promptly post additional collateral or repay a portion of the loan. Failure to maintain sufficient collateral can result in an event of default and remedies available to Two Prime, including the right to liquidate pledged collateral.
The Two Prime Master Loan Agreement contains representations and warranties and affirmative and negative covenants customary for financings of this type, as well as customary events of default.
The foregoing description of the Two Prime Master Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Two Prime Master Loan Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On September 25, 2025, the Company announced its entry into the Two Prime Master Loan Agreement. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
10.1† |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEANSPARK, INC. |
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Date: |
September 25, 2025 |
By: |
/s/ Leighton R. Koehler |
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Leighton R. Koehler, General Counsel |
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EXHIBIT 10.1
MASTER LOAN AGREEMENT
This Master Loan Agreement (this “Agreement”) is made on this 19th day of September 2025 (“Effective Date”) by and between:
RECITALS
Subject to the terms and conditions of this Agreement, the Borrower may, from time to time, initiate funding from the Lender and the Lender shall extend Revolving Loans in Dollars to the Borrower subject to, amongst others, the provision of Collateral as further set out in this Agreement. The Borrower will pay a Loan Fee and repay the Revolving Loans to the Lender in accordance with the terms of this Agreement.
In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
“Airdrop” means a distribution of New Tokens resulting from the ownership of a pre-existing Digital Asset.
“Applicable Airdrop” means an Airdrop for which the distribution of New Tokens can be definitively calculated with respect to the holders of the preexisting Digital Asset according to its distribution method (e.g., pro rata based on the amount of the relevant Digital Assets held by a holder as of a specified holding date).
“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
“Applicable Law” means each of the following including any updates thereto throughout the term of this Agreement, to the extent applicable: any and all supranational, national, state, provincial, or local laws, treaties, rules, regulations, regulatory guidance, directives, policies, orders or determinations of (or agreements with) and mandatory written direction from, any governmental authority or other regulatory authority, including export laws, sanctions, regulations and all U.S. federal and state and foreign statutes or regulations relating to digital tokens, cryptocurrency, banking, stored value, money transmission, unclaimed property, payment processing, telecommunications, unfair or deceptive trade practices, anti-corruption, trade compliance, anti-money laundering, terrorist financing, know your customer, securities, commodities, derivatives, other financial products or services, privacy or data security.
“Authorisation” means an authorisation, consent, approval, permit, resolution, license, exemption, filing, notarisation, lodgement or registration.
“Authorized Agent” has the meaning set forth in Schedule 1.
“Blockchain” means a distributed ledger network, protocol or substantive equivalent of the foregoing which records and shares data as a chain of transactions across multiple data stores (from which data is unable to be removed) which are collectively maintained by a distributed group of computer nodes,
which may utilize cryptographic algorithms to create new additions to the chain of transactions, and for which the computer nodes may be rewarded by the award of Digital Assets and/or the payment of a transaction fee by the persons seeking to add to the chain of transactions.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Nevada, U.S.A.
“Business Hours” means between the hours of 8:00 am to 8:00 pm on a Business Day.
“Close of Business” means 8:00 pm on any Business Day.
“Collateral” means the collateral set out in the Loan Term Sheet.
“Collateral Level” means the ratio (expressed as a percentage) of the value of the Collateral at the Spot Price to the value of the Loan Assets (i.e., as expressed in Dollars).
“Digital Asset(s)” means Bitcoin (BTC) or any digital currency that the Borrower and Lender agree upon.
“Digital Asset Address” means an identifier of alphanumeric characters that represents a digital identity or destination for a transfer of Digital Asset on the applicable Digital Asset’s Blockchain.
“Event of Default” has the meaning given in clause 11.
“First Utilisation Date” means the first utilisation date of a Revolving Loan.
“Hard Fork” means a permanent divergence in the Blockchain (e.g., when non-upgraded nodes cannot validate blocks created by upgraded nodes that follow newer consensus rules, or an airdrop or any other event which results in the creation of a New Token).
“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.
“Late Fee” has the meaning given in clause 4(b).
“Liquidation Costs” means all reasonable out-of-pocket costs to, and fees or charges incurred by, the Lender in respect of its activities undertaken pursuant to clause 12 upon an Event of Default, including but not limited to the cost and expenses (including legal fees) incurred by the Lender in connection with the enforcement or preservation of its rights under the Loan Documents and the cost of utilizing the Lender’s management time or other resources (calculated on the basis of such reasonably daily or hourly rate as the Lender may notify to the Borrower), and, as the case may be, the Loan Fee.
“Loan Assets” means the US Dollars comprising a Revolving Loan pursuant to the terms of this Agreement until repaid in full to the Lender in accordance with the terms of this Agreement.
“Loan Balance” means, in respect of a Revolving Loan, all amounts owing under the relevant Loan Documents, including Loan Fees and Late Fees.
“Loan Documents” means this Agreement and the Loan Term Sheet entered into between Lender and the Borrower.
“Loan Fee” means the fee(s) paid or to be paid by the Borrower to the Lender for a Revolving Loan.
“Loan Term Sheet” means the agreement between Lender and the Borrower on the particular terms of the Revolving Loans, which shall be memorialized in an agreement as set forth in Schedule 2.
“Material Adverse Effect” means a material adverse effect on:
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“Maturity Date” means September 14, 2026.
“New Token” means any digital asset or virtual currency tokens or similar asset minted or generated with respect to, or otherwise distributed in connection with, any pre-existing Digital Asset.
“Potential Event of Default” means an event which, with the giving of notice, lapse of time, expiry of any applicable grace period or the making of a reasonable determination by the Lender, would constitute an Event of Default.
“Recognized Pricing Source” means, in respect of a Digital Asset or New Token, Coinbase API or such other digital currency exchange or other liquidity market pricing source as agreed by the Lender and Borrower and set forth in the applicable Loan Term Sheet. The Loan Term Sheet may set forth one or more secondary digital currency exchanges and other liquidity markets to be used as a Recognized Pricing Source in the event that the primary Recognized Pricing Source is unavailable for any reason, as determined by the mutual agreement of the Borrower and the Lender.
“Relevant Jurisdiction” means, in relation to either Party:
“Revolving Loan” means a loan made pursuant to clause 3(a).
“Revolving Loan Commitment” means $100,000,000, as such commitment may be reduced from time to time pursuant to this Agreement.
“Spot Price” means, in respect of a Digital Asset or New Token as of the relevant time of determination, the value in US Dollars thereof calculated by refence to the Recognized Pricing Source for such relevant Digital Asset or New Token.
“Subsidiary” means, in relation to any company or corporation, a company or corporation:
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“Term SOFR Rate” means with respect to any relevant interest period, the rate per annum (rounded upwards, necessary, to the nearest 1/100,000th of 1%) of the one-month tenor of Term SOFR Rate as of the relevant determination date.
“Transfer” means, with respect to any Collateral (including Additional Collateral) consisting of Digital Assets, the delivery of a specified amount of such Digital Assets by one Party to the other Party; provided, however, that such Transfer shall be deemed to occur once such specified amount of the Digital Asset is transferred to the Digital Asset Address set forth in the Loan Term Sheet and such Transfer is confirmed by the relevant number of required confirmations from the blockchain protocol for the applicable Digital Asset (the “Required Number of Confirmations”) or the transfer is effected in accordance with a different protocol for the Digital Asset agreed to by the Parties in writing in advance. For BTC, the Required Number of Confirmations shall be six, and for all other Digital Assets, the Required Number of Confirmations shall be as agreed between the Parties in writing in advance.
“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Loan Documents.
“Utilisation Date” means the date of a utilisation of a facility herein, being the date on which the relevant Revolving Loan is to be made.
2. Construction
Unless a contrary indication appears, any reference in this Agreement to:
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3. General Loan Terms
(a) Revolving Loans
Subject to the terms and conditions hereof and the Loan Term Sheet attached as Schedule 2, the Borrower may from time to time on any Business Day during the period from the Effective Date up to the Maturity Date request from the Lender Revolving Loans in Dollars in an aggregate amount not to exceed the Revolving Loan Commitment, and the Lender shall extend such Revolving Loans on such terms as set forth in the Loan Term Sheet; it being understood and agreed that the Lender shall have no obligation to extend any Revolving Loans if a Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom. Subject to the other terms and conditions hereof, amounts borrowed under this clause 3(a) may be repaid and reborrowed from time to time. If at any time the then-outstanding principal balance of Revolving Loans exceeds the Revolving Loan Commitment then in effect, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess.
For the avoidance of doubt, the specific and final terms of a Revolving Loan Commitment and each Revolving Loan thereunder shall be memorialized using a single Loan Term Sheet, which shall be duly executed concurrently herewith. For the avoidance of doubt, the terms of the Loan Term Sheet shall be applied separately in respect of each Revolving Loan (e.g., the Loan Fee applicable to a Revolving Loan will be determined based on the time period relevant to such Revolving Loan, i.e., beginning on the the First Utilisation Date of the Revolving Loan and ending on the date the Revolving Loan is repaid). In the event of a conflict between this Agreement and a Loan Term Sheet, the terms of the Loan Term Sheet shall govern the Revolving Loans.
(b) Loan Disbursement Procedure
From time to time during the term of this Agreement, between the hours of 8:00 am to 2:30 pm on a Business Day (a “Request Day”), an Authorized Agent of the Borrower may, by email directed to the Lender’s email address (or such other address provided in writing pursuant to clause 18), request from the Lender a Revolving Loan of a specific amount of US Dollars (a “Utilisation Request”). The initial Utilisation Request will be made as of the date hereof. Following submission of the Utilisation Request, the Lender shall transfer the Loan Asset to the Borrower in accordance with the wire instructions set forth in the Loan Term Sheet on or before the Close of Business on the Request Day. The Borrower shall Transfer Collateral to the Lender in accordance with clause 1(d) of Schedule 3 hereto.
(c) Loan Repayment Procedure
(i) Loan Assets Repayment
Unless otherwise specified in clauses 3(c)(ii) below, the Borrower shall repay the entire Loan Balance by Close of Business on the Maturity Date. All repayments and prepayments under the Loan Documents shall be repaid in accordance with the Lender’s wire instructions set forth in the Loan Term Sheet.
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(iii) Optional Prepayments
The Borrower may, by email notification to the Lender during Business Hours on any Business Day (each a “Prepayment Request”), request to repay all or any portion of the Loan Balance prior to the Maturity Date without penalty or premium. The Borrower shall provide the Prepayment Request at least ten Business Days’ prior to the date on which the Borrower proposes to repay all or a portion of the Loan Balance (each a “Redelivery Day”).
Optional prepayments by the Borrower shall not relieve it of any of its other obligations herein, including without limitation its payment of any outstanding Loan Fees and Late Fees.
In relation to a Prepayment Request for only a portion of the Loan Balance, the Borrower shall prepay such amount on the Redelivery Day and the remaining Loan Balance shall be repaid on the remaining Loan Balance shall be repaid on the Maturity Date.
For the avoidance of doubt, any amounts repaid pursuant to this clause 3(c) may be reborrowed from time to time up to the Maturity Date in accordance with clause 3(a).
4. Loan Fees and Transaction Fees
Unless otherwise agreed, the Borrower shall pay to the Lender a loan fee on each Revolving Loan (the “Loan Fee”) as set forth in the Loan Term Sheet. The Loan Fee shall accrue from and including the first Utilisation Date and including the date on which such Loan Assets are repaid in full to Lender (the “Loan Fee Period”). The Loan Fee shall be calculated on all outstanding portions of the Revolving Loan. The Loan Fee shall be calculated and paid in US Dollars or, upon the agreement of the Parties, in the same Digital Asset as the Collateral.
Loan Fee = Amount of outstanding Loan Assets x Loan Fee Rate (as set out in the Loan Term Sheet) x (Loan Fee Period /360).
Any Loan Fee accruing under a Loan Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of a 360 days. The Lender shall provide the Borrower with the calculation upon promptly request.
Any determination by the Lender of a rate or amount under any Loan Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
(b) Late Fee
If the Borrower fails to pay any amount payable by it (including any Loan Fees) under a Loan Document on its due date (including the Maturity Date or a Redelivery Date), late fees shall accrue on each Unpaid Sum (or, as the case may be, the balance thereof outstanding) from its due date up to the date of actual payment (both before and after judgment) at a rate which is 10 per cent per annum (the “Late Fee”). Any Late Fees accruing under this clause shall be immediately payable by the Borrower on demand by the Lender. Late Fees (if unpaid) accruing on an Unpaid Sum will be compounded with the Unpaid Sum on a daily basis but will remain immediately due and payable.
(c) Payment of Fees
An invoice for the Loan Fees and any Late Fees (the “Invoice Amount”) shall be sent to the Borrower before the last seven Business Days of a calendar month and shall include any outstanding Loan Fees and Late Fees. The Invoice Amount shall be paid by the Borrower on the
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earlier of the date falling (i) five days following receipt of an invoice from Lender and (ii) the termination of the relevant Revolving Loan.
Any Loan Fee and/or Late Fee (if applicable) shall be payable, unless otherwise agreed by the Parties in the Loan Term Sheet, in the same Loan Assets that were borrowed and on the same Blockchain as when the Revolving Loan was made.
5. Custody Election
At any time up to and including the Maturity Date, the Borrower may, in its sole discretion, by notice to the Lender require that the Lender maintain the Collateral at a well-established, nationally recognized third-party Digital Asset custodian of the Borrower’s choosing (“Custody Election” and such selected custodian, the “Third-Party Custodian”). As soon as reasonably practicable following the Custody Election, but in no event later than 10 Business Days thereof, the Lender shall enter into a custody arrangement with the Third-Party Custodian with respect to the Collateral, which arrangement shall be memorialized in an account control agreement containing market-standard terms customary for the Digital Asset industry, including without limitation that the Collateral may not be Transferred out of the account without the prior written consent of the Borrower except in the case of an Event of Default hereunder and that the Collateral shall be maintained in cold storage. The Parties agree that irreparable damage would occur in the event that this clause 5(a) is not performed in accordance with its specific terms or were otherwise breached. Accordingly, the Borrower shall be entitled to specific performance of this clause 5(a), including an injunction to prevent breaches of this clause 5(a) and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy to which the Borrower is entitled at law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate, and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.
In the event the Borrower makes a Custody Election, (i) the Borrower shall be responsible for the fees charged by the Third-Party Custodian (but no other fees or expenses) and (ii) the Parties agree that the Loan Fee Rate set forth in the Loan Term Sheet shall be increased by 0.50% (50bps) effective as of the date the arrangement with the Third Party Custodian set forth in clause 5(a) becomes effective.
6. Hard Fork
(a) Notification
In the event of a public announcement of a future Hard Fork or an Airdrop in the Blockchain for any Collateral, the Lender shall promptly provide email notification to the Borrower.
(b) No Immediate Termination of Revolving Loans Due to Hard Fork
In the event of a Hard Fork in the Blockchain for Collateral or an Airdrop in respect thereof, any outstanding Revolving Loans will not be automatically terminated. The Borrower and the Lender may agree to terminate a Revolving Loan without any penalties on an agreed date. Nothing herein shall relieve the Borrower’s and the Lender’s obligations under this Agreement.
(c) The Borrower’s Right to New Tokens
When New Tokens are generated in respect of Digital Assets held by Lender as Collateral, Borrower shall be entitled to the New Tokens that satisfy both of the conditions set forth below
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(the “Eligible New Tokens”). Borrower will receive the benefit and ownership of any Eligible New Tokens derived from Collateral.
Eligibility Conditions:
The Lender will have up to sixty days from the Hard Fork or Applicable Airdrop to Transfer the New Tokens to the Borrower. If Transferring the New Tokens to the Borrower is commercially impracticable (as determined by the Borrower acting in its sole and absolute discretion), upon the Borrower’s written consent, the Lender can make a one-time reimbursement to the Borrower for the value of the New Tokens in the same Collateral reflecting the amount of the New Tokens using the Spot Price. In all cases, the Lender will be solely responsible for payment of all additional costs incurred by any transfer method other than returning the New Tokens to the Borrower, including but not limited to technical costs, third party fees, and tax obligations for the transaction, including but not limited to a tax gross-up payment.
The Borrower’s rights to Eligible New Tokens as set forth in this clause 6(c) shall survive the termination of the relevant Revolving Loan, return of the Loaned Assets and termination of this Agreement. If the Lender fails to transfer the New Tokens to the Borrower as agreed to in accordance with this clause 6(c), within sixty days from the relevant Hard Fork or Applicable Airdrop, such failure will be considered a material breach of this Agreement by the Lender.
7. Parties’ Representations and Warranties
Each Party hereby makes the following representations, warranties and agreements to the other Party on the date of this Agreement, which shall continue during the term of this Agreement and any Revolving Loan hereunder.
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8. Representations and Warranties
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9. Borrower’s Covenants
The undertakings in this clause 9 remain in force from the date of this Agreement for so long as any amount is outstanding under the Loan Documents.
11. Borrower’s Default
Any of the following events shall constitute an event of default and shall be herein referred to as an “Event(s) of Default”:
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Upon the occurrence of an Event of Default, the Lender shall give prompt written notice to the Borrower upon becoming aware of such Event of Default. Notwithstanding any provisions in this Agreement, the Lender shall only be required to make payment, deliver or fulfill any obligations owed to the Borrower hereunder if a Potential Event of Default has not occurred and no Event of Default is continuing in respect of the Borrower.
12. Remedies
13. Parties’ Limitation of Liability
Under no circumstances shall either Party be responsible or liable for any indirect, special, incidental, consequential or punitive losses, claims, awards and proceedings, nor any loss of profits, expectation of profit, business, revenue or anticipated savings, loss of information, interruption to business or damage to goodwill in any way whatsoever in each case arising from the Lender’s or the Borrower’s actions, inactions or omissions under or relating to any Loan Documents.
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14. Lender’s Limitation of Liability
15. Instructions to the Lender
16. Governing Law; Dispute Resolution
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17. Confidentiality
18. Notices
(a) Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement shall be in writing and shall be delivered or sent by electronic mail (at such email addresses as a Party may designate in accordance herewith) as set forth below:
Two Prime Lending Limited:
Registered Address: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands
Principal Address: ************************************
Attn: Brendon Kelley
Email: ***********************************
Attn: Adam Richard
Email: ***********************************
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Attn: Alexander Blume
Email: ***********************************
CleanSpark, Inc:
10624 S. Eastern Ave. STE A-638
Henderson, NV 89052
Attn: CleanSpark Legal
Email: ***********************************
Either Party may change its notice information under this clause 18(a) by giving the other Party written notice of its new information as herein provided.
19. Miscellaneous
(a) Amendments and Waivers
Any amendment or waiver to the Loan Documents shall be effective only with the written consent of both Parties hereto.
This Agreement, each schedule referenced herein, and the Loan Term Sheet constitute the entire Agreement among the Parties with respect to the subject matter hereof and supersede any prior negotiations, understandings and agreements with respect to the subject matter of this Agreement.
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the Parties; provided, that either Party may not assign this Agreement or any rights or duties hereunder without the prior written consent of the other Party (such consent to not be unreasonably withheld). Notwithstanding the foregoing, in the event of a change of control of Lender or the Borrower, such Party shall provide the other Party with written notice prior to such change of control. For purposes of the foregoing, a “change of control” shall mean a transaction or series of related transactions in which a person or entity, or a group of affiliated (or otherwise related) persons or entities acquires from stockholders of the Party shares representing more than fifty percent (50 percent) of the outstanding voting stock of such Party.
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Neither this Agreement nor any provision hereof, nor any schedule hereto or document executed or delivered herewith, or Loan Term Sheet hereunder, shall create any rights in favor of or impose any obligation upon any person or entity other than the Parties hereto and their respective successors and permitted assigns. The Parties agree that neither Party’s parents or Affiliates shall have any liability under this Agreement nor do such related entities guarantee any of that Party’s obligations under this Agreement.
Each provision of this Agreement shall be viewed as separate and distinct, and in the event that any provision shall be deemed by an arbitrator or a court of competent jurisdiction to be illegal, invalid or unenforceable, the arbitrator or court finding such illegality, invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to such provision. Any provision which cannot be so modified or reformed shall be deleted and the remaining provisions of this Agreement shall continue in full force and effect.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.
Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any third party, to create the relationship of partnership or joint venture between the parties hereto, it being understood and agreed that no provision contained herein shall be deemed to create any relationship between the parties hereto other than the relationship of the Borrower and the Lender.
The failure of or delay by either Party to enforce an obligation or exercise a right or remedy under any provision of this Agreement or to exercise any election in this Agreement shall not be construed as a waiver of such provision, and the waiver of a particular obligation in one circumstance will not prevent such Party from subsequently requiring compliance with the obligation or exercising the right or remedy in the future. No waiver or modification by either Party of any provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by both parties.
Unless expressly provided to the contrary in a Loan Document a person who is not a Party has no right to enforce or enjoy the benefit of any term of this Agreement.
The term of this Agreement shall commence on the date hereof until the Maturity Date, unless the Borrower provides notice of a desire to terminate the contract no less than ten (10) Business Days prior to Maturity Date. All Loan Balance outstanding for all Revolving Loans together with accrued Loan Fees and all other amounts accrued or outstanding under the Loan Documents shall be immediately due and payable on the termination date.
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20. Indemnification
The Borrower shall indemnify, hold harmless and defend the Lender from and against all liabilities (including reasonable attorneys’ costs and fees) that may be imposed on, incurred by or asserted against the Lender in any matter relating to or arising out of, in connection with or as a result of (i) any actual or prospective investigation, litigation or other proceeding, whether or not brought by the Lender or any Affiliates, with respect to the unlawful use or intended use of the proceeds of any Loan Assets; (ii) any material misstatement or omission made by the Borrower to the Lender under the Loan Documents; or (iii) any other act, event or transaction related to or contemplated in the Loan Documents (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this clause 20 to the Lender with respect to any Indemnified Matter (a) to the extent such liability has resulted primarily from the gross negligence, fraud, willful misconduct or bad faith of the Lender or an Affiliate thereof, or (b) the Lender is in material breach of its duties hereafter.
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first above written.
Two Prime Lending Limited
By: /s/ Alexander Blume
Name: Alexander Blume
Title: Authorized Signatory
CleanSpark, Inc.
By: /s/ Gary Vecchiarelli
Name: Gary Vecchiarelli
Title: Chief Financial Officer
AGREED AND ACKNOWLEDGED:
Two Prime Inc.
By: /s/ Alexander Blume
Name: Alexander Blume
Title: Chief Executive Officer
Signature page to the Master Loan Agreement between Two Prime Lending Limited and CleanSpark, Inc.
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SCHEDULE 2 (LOAN TERM SHEET)
This Loan Term Sheet dated September 19, 2025, incorporates all of the terms of the Master Loan Agreement entered into by Two Prime Lending Limited and CleanSpark, Inc. on September 19, 2025 (the “Master Loan Agreement”), and the following specific terms:
Borrower: CleanSpark, Inc.
Lender: Two Prime Lending Limited
Digital Asset Type: BTC (to be provided following Loan Assets transfer)
Loan Assets: up to $100,000,000 US Dollars
Loan Fee Rate: Term SOFR Rate + 3.55 percent (per annum)
Loan Type: Revolving Loan
First Utilisation Date: September 19, 2025
Maturity Date: September 14, 2026
Initial Collateral Level: 160 percent
Collateral: BTC
Collateral Call Level: 135 percent
Liquidation Level: 125 percent
Collateral Refund Level: 190 percent
Recognized Pricing Source: Coinbase API
Secondary Recognized
Pricing Source: If Coinbase API is unavailable for any reason, Binance.US or such other nationally recognized digital asset exchange selected by the Borrower with the Lender’s consent, not to be unreasonably withheld or delayed.
***REDACTED***
Wire instructions and Digital Asset address(es) designated here may only be changed by written notice given to the other Party pursuant to clause 18 “Notices” of the Master Loan Agreement.
Two Prime Lending Limited CleanSpark, Inc.
By: ________________________ By: ________________________
Name: Alexander Blume Name: Gary Vecchiarelli
Title: Authorized Signatory Title: Chief Financial Officer
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SCHEDULE 3 (COLLATERAL)
If the Borrower replaces the Collateral pursuant to paragraph (b)(i) above, the Lender shall return the previous Collateral to the Borrower in accordance with paragraph (e) below.
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If during the term of the Revolving Loans, the Collateral Level falls below the Liquidation Level as set forth in the Loan Term Sheet, this shall automatically trigger an Event of Default and the Lender shall have the right to sell the Collateral in any manner and through any market or dealer (without prior notice to the Borrower) and shall be entitled to exercise its rights under clause 12 of this Agreement. The Borrower understands and agrees that it shall have no right or opportunity to determine the amount of the Digital Assets to be sold or the order, manner or price of sale. The Lender shall have no liability for any loss sustained by the Borrower in connection with such sale (or if the Lender delays affecting, or does not effect, such sale).The Borrower expressly waives any rights to receive prior notice (including notice of an Event of Default) or demand from the Lender in respect of the exercise of any rights by the Lender pursuant to this paragraph and agrees that any prior demand, notice, announcement or advertisement shall not be deemed a waiver of the Lender’s right, nor is the Lender bound by such notification(s) to forestall the exercise of such rights.
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EXHIBIT 99.1
CleanSpark Opens $100M Bitcoin-Backed Credit Facility with Two Prime
Proceeds to accelerate data center growth and support Digital Asset Management team’s Bitcoin treasury monetization
LAS VEGAS, September 25, 2025 -- CleanSpark, Inc. (Nasdaq: CLSK), America’s Bitcoin Miner® (the “Company”), today announced that it has expanded its capital strategy by opening a new $100 million Bitcoin-backed credit facility with Two Prime.
This financing brings CleanSpark’s total collateralized lending facilities to $400 million, providing additional non-dilutive capital to accelerate data center growth. Proceeds are expected to support Bitcoin mining hashrate deployment, invest in high-performance computing (HPC) capabilities, and fund the Company’s evolving Digital Asset Management strategies.
“We are excited to add $100 million in non-dilutive financing with Two Prime to our mature capital stack,” said Matt Schultz, CleanSpark’s Chief Executive Officer and Chairman. “We have a range of exciting opportunities to maximize current megawatts in our portfolio, accelerate potential development of high-performance compute campuses, and further invest in our Digital Asset Management strategies. This financing supports CleanSpark’s continued evolution across all business segments.”
“We are thrilled to support CleanSpark with this credit facility,” said Alexander Blume, Chief Executive Officer of Two Prime. “At Two Prime, we take pride in being a trusted partner to leading institutional bitcoin firms, delivering fair pricing and reliable capital as the industry matures. Our commitment is to empower clients like CleanSpark with the resources they need to grow, and we look forward to building on this strong relationship well into the future.”
“I am proud that we have so effectively utilized our treasury balance of nearly 13,000 bitcoin to finance growth through responsibly sized leverage with excellent partners like Two Prime, at a market-leading cost of capital,” said Gary A. Vecchiarelli, CleanSpark’s Chief Financial Officer and President. “With strong cash flow and accretive opportunities ahead, we are positioned to rapidly pay down debt, and our $400 million total capacity remains largely undrawn.”
About CleanSpark
CleanSpark (Nasdaq: CLSK), America’s Bitcoin Miner®, is a market-leading Bitcoin miner with a proven track record of success. We own and operate a portfolio of data centers across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence and capital stewardship, we optimize our operations to deliver superior returns to our shareholders. Optimally monetizing low-cost, high reliability electricity positions us to prosper in an ever-changing world. Visit our website at www.cleanspark.com.
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About Two Prime Lending
Two Prime Lending Limited delivers secured credit solutions to institutional bitcoin holders, offering over $3 billion in lending capacity. The firm provides flexible, non-rehypothecated loans backed by collateral held in segregated, secured custody, a model built to protect client assets and promote long-term trust in digital finance. Borrowers include miners, asset managers, family offices, and corporate treasuries seeking capital-efficient access to liquidity without compromising security.
We are an affiliate of Two Prime Inc., an SEC-Registered Investment Advisor specializing in digital asset quantitative trading, risk management, and trading for institutional clients.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this press release, forward-looking statements include, but may not be limited to, statements regarding the Company’s expectations, beliefs, plans, intentions, and strategies. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the success and performance of the Company’s non-bitcoin data center activities and expansion into non-bitcoin infrastructure; the impact of the CEO transition on relationships with vendors, regulators, employees and investors and the ability of the executive team to execute on the Company’s strategies, in particular its pursuit of opportunities beyond bitcoin mining; completion of construction, regulatory approvals, and electrical power availability to achieve anticipated growth; the success and performance of the Company’s digital asset management and derivatives trading activities, which were only recently commenced; the success of the Company’s digital currency mining activities; the volatility in the price of Bitcoin and the volatile and unpredictable cycles in the emerging and evolving industries in which the Company operates; increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the impacts of evolving global and U.S. trade policies and tariff regimes, including that there is uncertainty as to whether the Company will face materially increased tariff liability in respect of miners purchased since 2024 and in the future; the anticipated import and delivery dates of new miners; the ability to successfully import and deploy new miners and other mining equipment; dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the risk that expectations of future revenue growth may not be realized; and other risks described in the Company’s prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in those filings. Forward-looking statements contained herein are made only as to the date of this press release, and we assume 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.
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Investor Relations Contact
Harry Sudock
702-989-7693
[email protected]
Media Contact
CleanSpark
Malory Van Guilder
651.335.0585
[email protected]
Two Prime Media Contact
Dukas Linden Public Relations
Ryan Dicovitsky/Diana Bost
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