TeraWulf Inc. (“TeraWulf” or the “Company”), a leading owner and operator of vertically integrated, next-generation digital infrastructure powered by predominantly zero-carbon energy, today announced a new, long-term ground lease agreement at Lake Mariner (“New Ground Lease”) that supports the Company’s expansion into high-performance computing (HPC) and AI data centers and positions TeraWulf to attract long-term, high-quality customers.
The New Ground Lease with Somerset Operating Company, LLC (“Somerset”) replaces the original Lake Mariner lease, which was entered into in May 2021 and had ten years remaining. The New Ground Lease has a term of 35 years, with an option to extend for an additional 45 years, and increases the Lake Mariner land area by nearly 50%, expanding from 107 acres to 157 acres. Importantly, the New Ground Lease includes no escalation in annual lease payments on a per acre basis when compared to the original Lake Mariner lease and also grants TeraWulf exclusive access to infrastructure capacity of up to 750 MW, facilitating the Company’s future growth plans and value creation initiatives.
The New Ground Lease was negotiated and approved by the Audit Committee of the Company’s Board of Directors (the “Committee”), which is comprised of three independent directors. The Committee consulted independent legal counsel and the Company’s financial advisor, as Somerset is owned by the Company’s Chief Executive Officer. The Committee received an opinion from the Company’s financial advisor that the consideration to be received by the Company is fair, from a financial point of view, to the Company.
The consideration paid to Somerset’s parent company in exchange for Somerset’s termination of the original lease and entering into the New Ground Lease is comprised of 20 million shares of TeraWulf’s common stock and $12 million in cash. Under the terms of the New Lease, Somerset’s parent company will be prohibited from selling 15 million shares for 18 months and the remaining 5 million shares for 12 months. The primarily equity-based structure of the consideration further aligns the interests of TeraWulf’s Chief Executive Officer with the long-term financial and operational goals of the Company and its shareholders.
