EX-99.1 2 cifr-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Cipher Mining Provides Third Quarter 2021 Business Update

 

Completed Listing on Nasdaq (CIFR), Raising Net Proceeds of $391 Million

 

Executing Plan to Develop and Deploy Five Bitcoin Mining Data Centers in 2022

 

Entered Five Year+ Power Purchase Agreements at Compelling Avg. Price of 2.72 cents per kWh

 

Signed Purchase Agreements for Mining Rigs Capable of up to 19.5 Exahash per Second

 

NEW YORK—November 12, 2021—Cipher Mining, Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a U.S.-based Bitcoin mining company, today announced results for its third quarter ended September 30, 2021 with an update on its operational implementation plan and strategy.

 

“As a newly formed public company, I am proud to say we are making great strides in putting in place the essential building blocks for a premier North American Bitcoin mining enterprise,” said Tyler Page, CEO of Cipher. “We have made tremendous progress deploying our new capital in a disciplined manner and, in just a few short months, plan to begin strengthening Bitcoin’s critical network infrastructure. In addition to our low-cost power purchase agreements, we have a delivery timeline for highly efficient mining rigs, and our site development is well underway here in the United States. As we respond to market dynamics and continue to exercise cost discipline, we remain laser-focused on our execution milestones and preparing the equipment to begin mining in the first quarter of 2022, with a significant ramp-up anticipated for the second half of the year.”

 

Third Quarter 2021 Business Highlights

Became a publicly listed company on Nasdaq, effective August 30, 2021, raising net proceeds of $391 million.
Executed power agreements for up to 910 megawatts at a weighted average power price of approximately 2.72 cents per kWh.
Entered into machine contracts for a potential total of between 115,000 and 143,000 Bitcoin mining rigs capable of generating an aggregate hashrate of up to 19.5 EH/s.
Mining rig delivery is expected to begin in 2022. The weighted average cost for mining rigs is expected to be approximately $38.58 per terahash, and the weighted average mining efficiency is anticipated to be approximately 33.2 joules per terahash.
Began executing strategy to develop and deploy five data centers where Bitcoin mining is expected to begin in early 2022 and ramp up significantly during the second half of 2022.

 

Business Update Call and Webcast

Cipher will host a conference call and webcast today at 8:00 a.m. Eastern Time. The live webcast and a webcast replay of the conference call can be accessed from the investor relations page of Cipher's website at https://investors.ciphermining.com. To access this conference call, dial (844) 689-1757 or (929) 517-0940 and use the conference ID 2759838.

 


 

 

About Cipher

Cipher is an industrial-scale Bitcoin mining company dedicated to expanding and strengthening the Bitcoin network’s critical infrastructure. Its goal is to be the leading Bitcoin mining company in the United States. Cipher aims to leverage its best-in-class technology, market-leading power purchase arrangements, and a seasoned, dedicated senior management team to become the market leader in Bitcoin mining. 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 U.S. 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 or during the business update conference call that are not statements of historical fact, including statements about our beliefs and expectations regarding our performance, strategy, expansion plans, future operations, future operating results, projected costs, prospects, plans, and objectives of our management, 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 “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” 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 its 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 document, 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 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021 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:

Lori Barker

Blueshirt Group Investor Relations

cipher@blueshirtgroup.com

 

Media Contact:

Ryan Dicovitsky / Kendal Till

Dukas Linden Public Relations

CipherMining@DLPR.com

 

 


 

CIPHER MINING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

September 30, 2021

 

 

January 31, 2021

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

$

282,276,578

 

 

$

-

 

Prepaid expenses

 

15,348,809

 

 

 

-

 

Total current assets

 

297,625,387

 

 

 

-

 

 

 

 

 

 

 

Property and equipment, net

 

130,451

 

 

 

1,637

 

Deposits on equipment

 

74,345,874

 

 

 

-

 

Deferred offering costs

 

-

 

 

 

171,450

 

Deferred investment costs

 

174,250

 

 

 

-

 

Security deposits

 

9,381,172

 

 

 

-

 

Total assets

$

381,657,134

 

 

$

173,087

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

127,878

 

 

$

1,919

 

Accrued legal costs

 

1,202,293

 

 

 

171,450

 

Accrued expenses

 

76,923

 

 

 

3,198

 

Total current liabilities

 

1,407,094

 

 

 

176,567

 

 

 

 

 

 

 

Warrant liability

 

271,320

 

 

 

-

 

Total liabilities

 

1,678,414

 

 

 

176,567

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity (deficit)

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2021 and January 31, 2021

 

-

 

 

 

-

 

Common stock, $0.001 par value, 500,000,000 shares authorized, 246,381,119 shares issued and outstanding as of September 30, 2021, and 200,000,000 shares authorized and subscribed as of January 31, 2021

 

246,381

 

 

 

200,000

 

Subscription receivable

 

(1,690,351

)

 

 

(5

)

Additional paid-in capital

 

384,508,122

 

 

 

(199,995

)

Accumulated deficit

 

(3,085,432

)

 

 

(3,480

)

Total stockholders' equity (deficit)

 

379,978,720

 

 

 

(3,480

)

Total liabilities and stockholders' equity (deficit)

$

381,657,134

 

 

$

173,087

 

 

 

 

 

 

 

 

 


 

CIPHER MINING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

 

Three Months Ended
September 30, 2021

 

 

Eight Months Ended
September 30, 2021

 

Costs and expenses

 

 

 

 

 

General and administrative

$

2,282,256

 

 

$

2,941,700

 

Depreciation

 

891

 

 

 

1,423

 

Total costs and expenses

 

2,283,147

 

 

 

2,943,123

 

Operating loss

 

(2,283,147

)

 

 

(2,943,123

)

Other expense

 

 

 

 

 

Interest income

 

775

 

 

 

775

 

Interest expense

 

(26,119

)

 

 

(26,912

)

Change in fair value of warrant liability

 

(112,692

)

 

 

(112,692

)

Total other expense

 

(138,036

)

 

 

(138,829

)

Net loss

$

(2,421,183

)

 

$

(3,081,952

)

Basic and diluted net loss per share

$

(0.01

)

 

$

(0.01

)

Basic and diluted weighted average number of shares outstanding

 

217,644,991

 

 

 

206,708,013

 

 

 


 

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

Eight Months Ended
September 30, 2021

 

Cash flows from operating activities

 

 

Net loss

$

(3,081,952

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation

 

1,423

 

Change in fair value of warrant liability

 

112,692

 

Changes in assets and liabilities:

 

 

Prepaid expenses

 

(14,915,623

)

Security deposits

 

(9,381,172

)

Accounts payable

 

86,986

 

Accrued legal costs

 

3,600

 

Accrued expenses

 

73,725

 

Net cash used in operating activities

 

(27,100,321

)

Cash flows from investing activities

 

 

Deposits on equipment

 

(74,345,874

)

Purchases of property and equipment

 

(130,237

)

Net cash used in investing activities

 

(74,476,111

)

Cash flows from financing activities

 

 

Proceeds from borrowings on related party loan

 

7,038,038

 

Repayments under related party loan

 

(7,038,038

)

Proceeds from the issuance of common stock

 

5

 

Business Combination, net of issuance costs paid

 

383,853,005

 

Net cash provided by financing activities

 

383,853,010

 

Net increase in cash and cash equivalents

 

282,276,578

 

Cash and cash equivalents, beginning of the period

 

-

 

Cash and cash equivalents, end of the period

$

282,276,578

 

 

 

 

Supplemental disclosure of cash flow information

 

 

Cash paid for interest

$

89

 

Cash paid for income taxes, net

$

-

 

Supplemental disclosure of noncash investing and financing activities

 

 

Business Combination costs included in accrued legal costs

$

1,024,443

 

Business Combination costs included in accounts payable

$

38,973

 

Net assets assumed from GWAC in the Business Combination

$

433,186

 

Non-cash fair value of private warrants

$

261,060

 

Deferred investment costs included in accrued legal costs

$

174,250

 

 

###