Cipher Mining Announces the Closing of its Acquisition of Black Pearl

Rhea-AI Summary

Cipher Mining Inc. (NASDAQ: CIFR) has closed the acquisition of a new Texas-based, ERCOT-approved site with interconnection up to 300 MW, expected to come online in 2025. The purchase was made through a previously announced Purchase and Sale Agreement with Trinity Mining Group, Inc., with the purchase price paid by delivering 2,397,424 shares of the company’s common stock. The CEO, Tyler Page, expressed excitement about the acquisition, stating that Black Pearl, the new site, is expected to become the largest of their sites, with plans to start deploying mining rigs in a little over a year.

Closed Transaction to Acquire a New Texas-based, ERCOT-approved Site with Interconnection up to 300 MW, Expected to Come Online in 2025

NEW YORK, Dec. 08, 2023 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer and operator of bitcoin mining data centers, today announced the closing of its acquisition of a new site in Texas, under its previously announced Purchase and Sale Agreement (the “PSA”) with Trinity Mining Group, Inc., which was entered into on November 6, 2023. Pursuant to the terms of the PSA, the Purchase Price under the PSA is paid by delivery of an aggregate of 2,397,424 shares of the Company’s common stock. The shares offered under the PSA were offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3, which was declared effective on October 6, 2022.

“We are thrilled to have closed on acquiring our new Texas-based, ERCOT-approved site, called Black Pearl,” said Tyler Page, Cipher’s CEO. “With interconnection up to 300 MW, we expect Black Pearl to become the largest of our sites. We’re excited to get started on building Black Pearl, and expect to start deploying mining rigs at the site in a little more than a year.”

About Cipher

Cipher is an emerging technology company focused on the development and operation of bitcoin mining data centers. Cipher is dedicated to expanding and strengthening the Bitcoin network's critical infrastructure. Together with its diversely talented team and strategic partnerships, Cipher aims to be a market leader in bitcoin mining growth and innovation. To learn more about Cipher, please visit https://www.ciphermining.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations regarding our future results of operations and financial position, business strategy, timing and likelihood of success, potential expansion of or additional bitcoin mining data centers, including the development of the Black Pearl facility, expectations regarding the operations of mining centers and delivery of mining rigs, and management plans and objectives, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher's business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 14, 2023, and in Cipher's subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:
Investor Contact:
Josh Kane
Head of Investor Relations at Cipher Mining
josh.kane@ciphermining.com

Media Contact:
Ryan Dicovitsky / Kendal Till
Dukas Linden Public Relations
CipherMining@DLPR.com

FAQ

What did Cipher Mining Inc. acquire in Texas?

Cipher Mining Inc. (NASDAQ: CIFR) acquired a new Texas-based, ERCOT-approved site with interconnection up to 300 MW.

When is the new site expected to come online?

The new site is expected to come online in 2025.

How was the purchase price for the acquisition paid?

The purchase price was paid by delivering 2,397,424 shares of Cipher Mining Inc.'s common stock.

Who did Cipher Mining Inc. enter into the Purchase and Sale Agreement with?

Cipher Mining Inc. entered into the Purchase and Sale Agreement with Trinity Mining Group, Inc.

What type of registration statement was used for the shares offered under the PSA?

The shares offered under the PSA were offered and sold by the Company pursuant to a 'shelf' registration statement on Form S-3, which was declared effective on October 6, 2022.