RIOT Riot Platforms Inc

• Acquisition immediately terminates unprofitable legacy hosting contracts with Rhodium
• Riot assumes Rhodium's 125 MW of power capacity and existing operating assets at the Rockdale Facility
• 100% of the Rockdale Facility power capacity now dedicated to Riot Platforms and its subsidiaries

CASTLE ROCK, Colo., April 28, 2025 /PRNewswire/ -- Riot Platforms, Inc. (NASDAQ: RIOT) ("Riot" or "the Company"), an industry leader in vertically integrated Bitcoin mining, is pleased to announce that Whinstone US, Inc. ("Whinstone"), a wholly-owned subsidiary of Riot, has acquired specific assets owned by Rhodium Encore LLC (together with its affiliates, "Rhodium") at Riot's Rockdale Facility (the "Transaction") for a total consideration at closing of $185.0 million. The Transaction consideration was comprised 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 common stock.

The Transaction terminates the legacy hosting contracts with Rhodium, which generated a gross loss of approximately $15 million in FY 2024, and had a remaining term of 5 years and 9 months as of March 31, 2025. After the three-day vacating period, Riot will assume Rhodium's 125 MW of power capacity at the Rockdale Facility, resulting in the entire Rockdale Facility power capacity now being utilized by Riot and its subsidiaries. In addition, Riot has acquired ownership of all tangible Rhodium property located at the Rockdale Facility, including all ASIC miners. The Company will evaluate the best use of this additional capacity to maximize shareholder value. Each of Whinstone and Rhodium have also agreed to dismiss all existing litigation, including any appeals, and release any and all future claims not connected to the closing of the Transaction.

"The Transaction marks a significant milestone for Riot as it ends this legacy loss-making contract inherited through the acquisition of Whinstone, expands our available power capacity, adds additional currently operating hash rate, and will lead to reduced related litigation expenses going forward," said Jason Les, CEO of Riot.

Transaction Details

Total Transaction consideration equaled $185.0 million, consisting of $129.9 million in cash, $6.1 million of Rhodium's power security deposit returned, and 6,989,800 shares of Riot's common stock issued at $7.01 per share (based on the 10-trading-day volume-weighted average price of Riot shares as of the market close on April 25, 2025).

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 Rockdale Facility , successful integration of the property acquired in the Transaction by the Company, and the Company's competitive position, economic environment, potential growth opportunities, 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 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, possible or assumed Bitcoin production performance; 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, 2024, 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.

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SOURCE Riot Platforms, Inc.