Mawson Infrastructure Group Inc.

Evaluation of disclosure controls and procedures

Our Board of Directors, the Committee(s) thereof and our management team, including our Interim Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e)) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report. Our Board of Directors and management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025, including the material weaknesses in our internal control over financial reporting described below. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

**Segregation of Duties and Staff Turnover. **In prior quarters, we identified an inadequate segregation of duties in place related to our financial reporting and other review and oversight procedures due to the lack of sufficient accounting and other personnel, giving rise to the risk of lack of ability to react in a timely manner to operations issues and to fully meet the requirements of the SEC, GAAP, and the Sarbanes-Oxley Act of 2002 (“SOX”).

During the nine-month period ending September 30, 2025, we have implemented several corrective measures, including the hiring of additional accounting and finance personnel, which has strengthened our overall control environment. These new resources have allowed us to establish sufficient segregation of duties across financial reporting, journal entry preparation and review, account reconciliations and oversight procedures. We believe our actions will help us remediate this material weakness in future periods. We will continue to monitor and test the operating effectiveness of these enhanced controls to confirm their sustainability.

***Controls over the financial statement close and reporting process.***In prior quarters, we identified material weaknesses in the design or implementation of controls in the financial statement close and reporting process, including controls related to complex or judgmental accounting transactions, manual journal entries, account reconciliations and financial statement policies and disclosures.

During the nine-month period ended September 30, 2025, we implemented a remediation plan that included hiring and training additional qualified accounting personnel, formalizing monthly and quarterly closing calendars with documented review procedures for reconciliations and manual journal entries, including independent approvals through system workflows, enhancing documentation of key accounting policies, estimates, and disclosure controls, and the implementation of ongoing monitoring and quality-control reviews. We believe our actions and testing will help us sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.

Information and Technology Controls*.*In prior quarters, we identified material weaknesses in our information technology (“IT”) general controls, including deficiencies in access to programs and data, program changes, program development, and related IT governance.

During the nine-month period ending September 30, 2025, we have implemented and documented additional IT General Computer Controls (“ITGCs”) including enhanced access controls over programs and data, strengthened change-management and program development procedures, improved segregation of duties and monitoring activities, and formalized ongoing review and documentation processes.

These remediation measures were subjected to management’s review and testing for both design and operating effectiveness, in accordance with SOX requirements. We believe our actions and testing will help us sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.

***Data from third parties.***In prior quarters, we identified that the Company had insufficient resources and personnel to fully execute its designed controls to ensure that data received from third parties is validated, complete and accurate. Such data is relied on by the Company in determining amounts pertaining to mining and colocation revenue, net energy benefits, and digital currency assets. During the nine-month ending September 30, 2025, we have implemented additional ITGCs in the areas of access, change management, monitoring, and data backup processes to strengthen validation of third-party data relied upon in financial reporting. We believe our actions and testing will help us sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.

***Fixed asset verification.***In prior quarters, we identified a material weakness in fixed asset verification due to limited resources and systems constraints that restricted our ability to fully execute designed controls and track assets, creating a risk around the existence of fixed assets.

During the nine-month period ending September 30, 2025, we addressed these limitations by dedicating additional resources, implementing structured monthly cycle counts and annual wall-to-wall verifications of fixed assets, enhanced reconciliation procedures and strengthen systems application for calculating and recording depreciation expense and to track assets. We believe our actions and testing will sufficiently remediate this material weakness in future periods. We will continue to evaluate and refine these measures and report on our progress.

Management believes that the consolidated condensed financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles. We rely on the assistance of outside advisors with expertise in these matters in preparing the financial statements.

Remediation

Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. Our management continues to work to find ways to improve its controls related to our material weaknesses. With the oversight of the Board of Directors, the Board Committee(s) and management, the Company plans to continue to progress the remediation of the underlying causes of the identified material weaknesses, primarily through the performance of a risk assessment process; the development and implementation of formal, documented policies and procedures, improved processes and control activities (including an assessment of the segregation of duties); as well as the hiring of additional finance and other personnel for specific roles including financial reporting.

Whilst controls have been implemented across all business processes and are operating, the material weaknesses in our internal control over financial reporting and information technology will not be considered remediated until controls have operated for a sufficient period of time and have been tested for and concluded on for effectiveness. As operating effectiveness testing has not been concluded as of the date of this report, we continue to disclose the material weaknesses.

Remediation efforts for upcoming quarters will be focused on progressing the implementation of the remainder of controls, refining existing controls and validating the effectiveness of implemented controls using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control. We cannot provide any assurance that our remediation efforts will be successful or that our internal control over financial reporting and other business processes will be effective as a result of these efforts. In addition, as we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weaknesses, management may decide to take additional measures to address material weaknesses or modify or update the remediation plan described above.

Changes in internal control over financial reporting

Except for the remedial measures described above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, the Board of Directors and management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that the Board of Directors and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.