Mawson Infrastructure Group Inc

The Company, and some of its subsidiaries or entities including Australian entities, are currently in disputes, as outlined below. These disputes may be in or may lead to litigation.

On January 8, 2024, a commercial demand was made by an Australian entity Flynt ICS Pty Ltd to the Company’s subsidiary and an Australian entity, MIG No. 1 Pty Ltd, for $0.13 million, for alleged claimed sums due under a service agreement. As determined by the Audit Committee’s investigation into Mr. James Manning, Flynt ICS Pty Ltd is a party related to Mr. James Manning, a former board director and executive of the Company. The Audit Committee’s investigation concluded that Mr. Manning had not disclosed such related party transactions to the Company, and Mr. Manning has not cooperated with the Company on its investigation. On March 19, 2024, MIG No.1 Pty Ltd was placed into an Australian court appointed liquidation and wind-up process. The Company has ongoing concerns about Flynt ICS Pty Ltd and James Manning being related parties and lack of disclosure by Flynt ICS Pty Ltd and James Manning amongst other concerns. Flynt ICS Pty Ltd and Mr. Manning have not responded to the Company’s concerns in a manner satisfactory to the Company.

On April 19, 2024, a civil suit entitled “Blockware Solutions, LLC v. Mawson Bellefonte LLC and Mawson Infrastructure Group, Inc.” was filed in the US District Court, Southern District of New York under Civil Action No. 1:24-cv-02976. The parties have elected to enter the court’s Mediation Program. The matter is ongoing and the mediation hearing date is currently pending finalization.

On July 16, 2024, the Company filed a civil lawsuit for its claims against CleanSpark, Inc and CSRE with the United States District Court for the Southern District of New York in the matter entitled, “Mawson Infrastructure Group, Inc. and Luna Squares, LLC v. CleanSpark, Inc. and CSRE Properties Sandersville, LLC” under Civil Action Number 1:24-cv-5379 for claims and payments due to the Company in excess of $2.00 million (the “CleanSpark Litigation”). The matter is proceeding through the court system. On September 13, 2024, CleanSpark filed a motion to dismiss. On October 18, 2024, the Company filed a brief in opposition. CleanSpark is due to file a reply motion by November 8, 2024.

On July 18, 2024, Celsius Network, LLC filed for arbitration of its claims against the Company with the American Arbitration Association in the matter entitled, “Celsius Network Ltd., Celsius Mining LLC and Ionic Digital Mining LLC v. Mawson Infrastructure Group, Luna Squares LLC and Cosmos Infrastructure LLC - Case 01-24-0006-4462”. For more details on this dispute, please see the Celsius Collocation Agreement Dispute found in Part I. Financial Information, Item 1. Financial Statements, contained in this Form 10-Q and made part here of and incorporated herein by reference.

On October 3, 2024, a proceeding before the Federal Court of Australia, New South Wales entitled “In The Matter Of Mawson Infrastructure Group Inc. (ARBN 649 261 861)”, File No. NSD1395/2024” was filed by W Capital against the Company, seeking a hearing on November 29, 2024 regarding its claims related to the Company’s solvency under Australian law. Marshall Investments GCP Pty Ltd gave formal notice that it intends to appear before the court. The current proceeding is in Australian courts and there are no associated proceedings in the United States. The Company believes that W Capital and Marshall are using this proceeding in Australia as a bad faith attempt to gain leverage in ongoing legal disputes between the companies. For further information, please reference the Marshall and W Capital Australian Loan Disputes found in Part I. Financial Information, Item 1. Financial Statements, made part here of and incorporated herein by reference.

On October 17, the Company filed a complaint (No. 2024-2332) in The Court of Common Pleas of Mercer County, PA, against Vertua Property, Inc. as landlord for the Company’s Sharon, PA property for breach of the lease agreement and wrongful termination, as well as for tortious interference with a business relationship, seeking reinstatement of the lease, compensatory damages, disgorgement of revenue, and exemplary and punitive damages, as well as reimbursement for Plaintiffs’ costs and expenses including attorneys’ fees and costs of suit.

The Company and its subsidiaries have been in the past, and from time to time in the future may be involved in certain litigation related to our businesses. For example, the Company and its subsidiaries receive letters of demand for payments or other correspondence from time to time which could lead to legal proceedings.