Riot Platforms Announces Entry into Non-Binding Term Sheet to Acquire Certain Assets of Rhodium and Settlement Agreement

Rhea-AI Summary

Riot Platforms (NASDAQ: RIOT) has entered into a non-binding term sheet for a potential acquisition of Rhodium assets at the Rockdale Facility through its subsidiary Whinstone US. The proposed transaction values at $185 million, comprising:

• $129.9 million in cash
• $6.1 million return of power security deposit
• $49.0 million in Riot shares (priced on 10-day VWAP before closing)

Upon closing, Rhodium will transfer all tangible property including ASIC miners and vacate within three business days. Riot will acquire Rhodium's 125 MW power capacity and operating assets, gaining full allocation of the Rockdale Facility power load for self-use. The deal includes mutual dismissal of all existing litigation and requires Bankruptcy Court approval under Rule 9019 and Code section 363.

Positive

• Acquisition of 125 MW additional power capacity for Bitcoin mining operations
• Immediate expansion of mining capacity through acquisition of operational ASIC miners
• Settlement of all existing litigation, reducing legal risks and expenses
• Strategic consolidation of Rockdale Facility operations under full RIOT control

Negative

• Significant cash outlay of $129.9 million required
• Potential shareholder dilution from $49 million in new shares
• Transaction subject to bankruptcy court approval, creating closing uncertainty

Insights

Financial Analyst

Riot's potential $185 million acquisition of Rhodium's assets represents a strategic transaction with multiple financial implications. The structure combining $129.9 million cash, $6.1 million returned deposit, and $49 million in equity demonstrates a balanced approach to preserve liquidity while also using equity as acquisition currency.

The transaction's context within Rhodium's bankruptcy proceedings is significant. Riot appears to be capitalizing on a distressed situation to acquire valuable mining infrastructure potentially below replacement cost, though actual discount levels aren't specified. The 7% equity component of the deal (relative to Riot's $2.65 billion market cap) represents moderate dilution to existing shareholders.

Beyond asset acquisition, the settlement of all existing litigation creates substantial value by eliminating legal uncertainty, future legal expenses, and management distraction. The non-binding nature of the term sheet and required bankruptcy court approval still present execution risk, but the mutual benefits suggest a path to completion.

Financially, the immediate assumption of 125MW power capacity at Riot's existing Rockdale Facility should drive operational synergies through consolidated management, shared infrastructure, and elimination of duplicate overhead costs. The transaction transforms Riot from a partial landlord at Rockdale to full operator - aligning with their vertically integrated business model and potentially improving facility-level margins.

Bitcoin Mining Expert

This acquisition represents a significant operational expansion for Riot, with the 125MW power capacity being the most strategically valuable component. In Bitcoin mining, secured power access is often more critical than the mining hardware itself, as ASICs depreciate rapidly while well-negotiated power contracts retain value.

The transaction's structure indicates Riot is consolidating operations at their Rockdale Facility - transitioning from a hybrid model where they allocated some capacity to hosting clients like Rhodium to a fully self-mining operation. This vertical integration gives Riot complete operational control and eliminates potential conflicts with hosting clients.

By acquiring Rhodium's ASIC miners alongside the power capacity, Riot gains immediate hash rate without deployment delays typical when ordering new equipment. Though the hashrate of these acquired miners isn't specified, the 125MW capacity could support roughly 37,500-41,500 latest-generation miners depending on efficiency.

The "entire Rockdale Facility power load being allocated to self-use" indicates a strategic shift to maximize margin potential rather than the more predictable but lower-margin hosting business. This consolidation at an existing site also avoids the permitting, construction, and ramp-up challenges of greenfield expansion while immediately boosting Riot's operational scale in a capital-efficient manner.

Non-Binding Term Sheet Outlines Proposed Acquisition of Rhodium Assets at the Rockdale Facility and Mutual Release of All Claims

CASTLE ROCK, Colo., March 21, 2025 /PRNewswire/ -- Riot Platforms, Inc. (NASDAQ: RIOT) ("Riot" or "the Company"), an industry leader in vertically integrated Bitcoin mining, announced entry into a non-binding term sheet outlining terms of a potential acquisition (the "Term Sheet") by Whinstone US, Inc., or an affiliate ("Whinstone"), a wholly-owned subsidiary of Riot, of specific assets owned by Rhodium Encore LLC (together with its affiliates, "Rhodium") at Riot's Rockdale Facility (the "Transaction"), and the filing of a motion to approve settlement under Federal Rule of Bankruptcy Procedure 9019 in Rhodium's bankruptcy case.

Based upon the terms outlined in the Term Sheet, upon closing of the Transaction, Whinstone (or an affiliate) will provide $185 million in total consideration to Rhodium, consisting of: (i) $129.9 million in cash, (ii) $6.1 million return of Rhodium's power security deposit, and (iii) $49.0 million in Riot shares, which will be priced based on the last 10 trading days volume-weighted average price immediately prior to the closing of the Transaction. In exchange for the Transaction consideration, Rhodium will transfer ownership of all tangible property located at the Rockdale Facility, including all ASIC miners, and vacate the site within three business days following closing of the Transaction, whereupon Riot will immediately assume Rhodium's 125 MW of power capacity and the existing operating assets at the Rockdale Facility, resulting in the entire Rockdale Facility power load being allocated to self-use. Each of Whinstone and Rhodium will also dismiss all existing litigation, including any appeals, and release any and all future claims not connected to the closing of the Transaction.

The Transaction and settlement will be subject to, among other things, the approval of the Bankruptcy Court pursuant to Bankruptcy Rule 9019 and Bankruptcy Code section 363, and will require execution of definitive agreements between Whinstone and Rhodium. Riot will continue to provide further updates in due course.

About Riot Platforms, Inc.

Riot's (NASDAQ: RIOT) vision is to be the world's leading Bitcoin-driven infrastructure platform.

Our mission is to positively impact the sectors, networks and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has Bitcoin mining operations in central Texas and Kentucky, and electrical switchgear engineering and fabrication operations in Denver, Colorado and Houston, Texas.

For more information, visit www.riotplatforms.com.

Cautionary Statement Concerning Forward-Looking Statements

Statements in this press release that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "believes," "plans," "expects," "intends," "will," "potential," "hope," similar expressions and their negatives are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements relating to the Company's development at its facility in Rockdale, Texas and the Company's plans, projections, objectives, expectations, and intentions about future events and trends that it believes may affect the Company's financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation: the Bankruptcy Court's approval of the Transaction; any delays in the bankruptcy process associated with closing the Transaction; the financial benefits and operational risks associated with the Transaction and whether the Company will be able to integrate and realize the benefits of the Transaction; the Company's ability to realize benefits from its implementation of new strategies into its business, estimates of Bitcoin production; the occurrence of any event, change or other circumstances that could give rise to the termination of the Term Sheet entered into in accordance with the proposed Transaction; the possibility that the proposed Transaction will not be completed in the expected timeframe or at all; the risk of stockholder litigation and any other legal proceedings relating to the Transaction, including resulting expense; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock; or the failure of the Company to otherwise realize anticipated efficiencies and strategic and financial benefits from our business strategies. Detailed information regarding the factors identified by the Company's management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including the risks, uncertainties and other factors discussed under the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC's website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

Investor Contact

Phil McPherson
303-794-2000 ext. 110
IR@Riot.Inc

Media Contact

Alexis Brock
PR@Riot.Inc

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SOURCE Riot Platforms, Inc.

FAQ

What is the total value of RIOT's acquisition of Rhodium assets?

The total consideration for the Rhodium assets acquisition is $185 million, consisting of $129.9M cash, $6.1M power security deposit return, and $49M in RIOT shares.

How much power capacity will RIOT gain from the Rhodium acquisition?

RIOT will gain 125 MW of power capacity at the Rockdale Facility, allowing full allocation for self-use.

What assets is RIOT acquiring from Rhodium in the Rockdale Facility?

RIOT is acquiring all tangible property including ASIC miners and operating assets located at the Rockdale Facility.

How will the $49 million in RIOT shares be priced for the Rhodium acquisition?

The RIOT shares will be priced based on the volume-weighted average price (VWAP) of the last 10 trading days before transaction closing.

What conditions need to be met for the RIOT-Rhodium deal to close?

The transaction requires Bankruptcy Court approval under Rule 9019 and Code section 363, plus execution of definitive agreements between Whinstone and Rhodium.