Mawson Infrastructure Group, Inc. (MIGI) Q3 2022 Earnings Call Transcript

Mawson Infrastructure Group, Inc. (NASDAQ:MIGI) Q3 2022 Earnings Conference Call November 14, 2022 5:00 PM ET

Company Participants

Nick Hughes-Jones – Chief Commercial Officer

James Manning – Chief Executive Officer

Liam Wilson – Chief Operating Officer

Ariel Sivikofsky – Principal Accounting Officer

Conference Call Participants

Josh Siegler – Cantor Fitzgerald

Kevin Dede – H.C. Wainwright

Operator

Good day and welcome to the Mawson Infrastructure Group Inc. Third Quarter 2022 Earnings Call. [Operator Instructions] I’d like to turn the call over to Mr. Nick Hughes-Jones. Please go ahead, sir.

Nick Hughes-Jones

Hello, everyone and thank you for taking the time to hear about Mawson Infrastructure Group’s third quarter 2022 financial results. My name is Nick Hughes-Jones, Chief Commercial Officer at Mawson. Joining me today is James Manning, our Chief Executive Officer; Liam Wilson, our Chief Operating Officer; and our Principal Accounting Officer, Ariel Sivikofsky. We look forward to taking you through the investor presentation today.

But first, I need to read you a short disclaimer around forward-looking statements. Please be aware today, we will be making forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks that could cause actual results to differ materially from those expected. We may also make forward-looking statements as part of our Q&A at the conclusion of this presentation. Please be sure to refer to the cautionary text regarding forward-looking statements contained in this presentation on Slide 2 as well as the risk factors in our Annual Report and Form 10-K filed March 21, 2022 under the subheading risks relating to our business as well as the 10-Q filed today, Monday, the November 14.

With that, I will hand it across to our CEO, James Manning.

James Manning

Thanks Nick. Since our Friday’s night close, Mawson had a market capitalization of approximately $33 million and is listed on the NASDAQ under the code MIGI and has four Bitcoin mining sites across the USA and Australia. Mawson’s diversified model generates revenue for three business lines; our Bitcoin self-mining operations, hosting colocation, and finally, our Energy Markets program.

As at the end of September 2022, our Bitcoin self-mining and hosting colocation installed operating capacity was at approximately 3.7 exahash and we expect this to rise to 4.5 exahash by Q1 2023 and then up to 8 exahash by Q4 2023. We sell the Bitcoin generated from mining, self-mining daily, and our hosting contracts are on a cost plus basis, where we earn a margin on the infrastructure we provide, which is all paid in U.S. dollars. Throughout the third quarter, Mawson continued to participate in this energy market program, generating $6.3 million in the process. This program enables Mawson to monetize its energy by curtailment and by selling energy back to the grid when energy prices are high, while maintaining the flexibility to mine Bitcoin when energy prices are low. This is a significant strategic advantage for Mawson in the current environment.

One of the major strategic highlights of the quarter was the sale of our Georgia facility to CleanSpark, Inc. for approximately $40 million. This sale has resulted in Mawson having a renewed focus on our Pennsylvania assets, where we have low energy costs, large scale facilities and the ability to continue to generate revenue and reduce our cost of mining by our energy market program. The sale has also placed Mawson in the enviable position of having low net debt and to simultaneously have our major facilities now fully funded to its expansion of 100 megawatts, a significant strategic advantage in the current environment.

With that, I will hand over to Ariel to talk through our financial highlights for the quarter.

Ariel Sivikofsky

Thanks, James and thank you to everybody who has joined the call. Touching on some highlights of the third quarter of 2022, Mawson generated record revenue of year-to-date $28.3 million, up 160% year-on-year, gross profit of $10 million, up 20% year-on-year, non-GAAP EBITDA of $8.8 million, up 203% year-over-year, and Bitcoin produced for self-mining increased 12% to 282 coins. Pleasingly, our hosting colocation business also generated solid growth, rising 58% from quarter two in 2022, $5.7 million in quarter three.

As you can see on Slide 6, Mawson began receiving the proceeds of sale from the Georgia facility in October and November with a $20.6 million in cash hitting the balance sheet subsequent to quarter end. The September 30 balance sheet you can see on screen does not include any of the proceeds of sale of the Georgia facility. However, some balance sheet highlights from the quarter include: a $3.7 million increase in the fair value of energy contracts to $21.4 million, referred to here as derivative assets; a $4.1 million reduction in trade and other payables; and a $21.6 million increase in assets held-for-sale. At the end of the quarter three, our net assets were $92.8 million based on shares on issue as at September 30 of $81.2 million and net tangible assets currently stand at $1.14 versus the share price of $0.395 as of Friday night’s close.

Turning to our income statement, some of the highlights from quarter three 2022 versus quarter two 2022 includes a 43% increase in revenue from $19.8 million in quarter two to a record $28.3 million in quarter three; a 58% increase in hosting colocation revenue in quarter two from $3.6 million to $5.7 million; a 47% reduction in our selling, general and administrative expenses from $9.4 million in quarter two to $5 million in quarter three; and 1,160% increase in Energy Markets revenue from $0.5 million in quarter two to $6.3 million in quarter three and an $11 million increase in hardware sales, a 41% reduction in current trade and other payables in quarter two from $47 million to $27.5 million in quarter three and an 87% increase in gross profit and $5.4 million in quarter two to $10.1 million in quarter three.

I will now hand over to Chief Operating Officer, Liam Wilson, to provide an operational update.

Liam Wilson

Thanks, Ariel. Hello, everyone and thank you for joining. As James mentioned earlier, in Q3, we sold our Georgia facility to CleanSpark for approximately $40 million and have begun to receive the proceeds of the sale through October and November, the proceeds being a mixture of cash and CleanSpark stock. The operational impacts of this mean Mawson is now firmly focused on the development of our Pennsylvania assets, where we have large scale facilities, which have a low cost of power and provide Mawson the opportunity to continue participating in our Energy Markets program, which generates revenue while lowering our overall cost of production.

Our Pennsylvania assets are at this stage made up of two primary sites, our 100-megawatt facility in Midland, which is in the process of being expanded from 50 megawatts to 100 megawatts and our 120 megawatt facility in Sharon, where we expect to have the first 12 megawatts energized in late Q4 2022. Combined, these sites are capable of operating at approximately 8 exahash based on utilization of the latest generation ASIC hardware and we expect to have installed capacity of 8 exahash by the end of 2023, with a 50:50 split between self-mining and hosting colocation.

Slide 9 spelled out the development timeline at both our Midland and Sharon sites out to Q4 2023. As a result of our recent asset sales, our Midland expansion is now fully funded. At our Sharon site and to the expected expansion beyond 12 megawatts in 2023, we expect any further funding requirements to see contribution from incoming hosting customers. Given the recent bankruptcy of Compute North and issues being faced by other large publicly listed hosting providers, demand for hosting is very high and we look forward to updating stockholders on this in due course. The pivot to Pennsylvania also ensures that Mawson is now 100% sustainable miner, with the vast majority of our energy coming from 100% carbon-free nuclear energy.

I will now hand back to James to run through our self-mining hosting and energy markets businesses.

James Manning

Thanks, Liam. As previously discussed, Mawson generates revenue primarily from three different business segments. In Q3, our self-mining business generated $5.9 million in revenue. And on Slide 10, we detail our expectations to our forward self-mining exahash. As we expand into our Pennsylvania facilities over 2023 year, we expect our self-mining business to grow from 1.5 exahash in Q1 ‘23 to 4 exahash in Q4 ‘23 and you can see on this slide that corresponding daily Bitcoin production annualized revenue based on current network capability and market conditions.

Turning to Slide 11, in Q3, our hosting colocation business generated $5.7 million in revenue, up 58% from Q2 this year. Our hosting contracts are all on a cost plus basis, meaning we are well protected from fluctuations in energy price. As we continue to build out our Pennsylvania facilities and based on inbound demand in hosting at present, we anticipate growing our contracted hosting business, a 100% from the current 100 megawatts contracted as at 30 September 2022 for 200 megawatts by Q4 2023. As many of you are no doubt aware, the bankruptcy of Compute North as well as well-publicized issues in some of our listed hosting fees, has meant demand for hosting continues to be very strong.

On Slide 12, we provide some details about our Energy Markets business. In Q3, we generated $6.3 million in revenue from this program, whereby we curtail and sell our energy to the grid at times of high energy prices. This is a very high-margin business for Mawson and means we can be very flexible with our energy load, which brings other benefits for the community and the environment. For example, as a result of our curtailment activities in 2022, we have avoided over 24,000 tons of CO2 emissions, which is the equivalent of over 50,000 barrels of oil. All of this is central to our ESG strategy and how we have become better corporate citizens.

Turning to our Energy Infrastructure pipeline, we have demonstrated by the recent sale of our Georgia asset, the ability to profitably identify, develop and resell our facilities. Part of this process is keeping the top of the funnel active and over the course of Q3 and into Q4, the Mawson team has been busier in this area. We are looking forward to updating stockholders on this front in due course. Our current pipeline of energy infrastructure is over 300 megawatts. These are all located in the USA and are all high-quality carbon neutral locations.

I will now hand over to Liam to run through our ESG focus, Board and Register.

Liam Wilson

Thanks, James. At Mawson, ESG is a core priority for us. We have already touched briefly on our focus on carbon-free energy. In addition to this, we offset any residual carbon footprint using carbon offset credits and through our energy markets program, Mawson is able to serve the community further by curtailing our energy use in times of need. By the end of 2022, we will have planned at over 100,000 new trees across the U.S. and Australia, with 75,000 trees planted in 2022 alone, which is approximately 1.5 new trees planted every time a block is created on the Bitcoin blockchain.

Mawson is also a very active member of the local communities in which we operate, something we take very seriously. We have an active community engagement program in Pennsylvania, sponsoring ballpark as well as supporting the local community colleges, performing art centers and local healthcare systems. Our most recent program in the Midland community is handing out 200 Turkeys for Thanksgiving and 200 Christmas trees to Christmas to people in need as well as participating in community food programs through the holiday period, programs we are really looking forward to taking part in this year.

Slide 15 touches on our board and management team. Our U.S. team is led by myself and our Chief Development Officer, Craig Hibbard, who oversees the development of our portfolio of facilities in the United States. You have already heard today from Ariel Sivikofsky, who recently joined the Mawson team and brings with him 25 years of financial stewardship and a thorough understanding of the cryptocurrency industry. Our Board is chaired by Greg Martin, who is the CEO of Australia’s largest energy business, AGL Energy for 5 years and was with AGL for 25 years. Michael Hughes, another of our independent non-executive directors has extensive experience across capital markets, governance and audit. We are currently searching for our fourth director, who we anticipate will be U.S.-based.

For our second last slide, I wanted to highlight just how aligned Mawson’s Board and senior management are with all of our fellow shareholders. Board and management currently own approximately 19% of Mawson, so we all have a huge amount of skin in the game. This is unique amongst our NASDAQ listed peers and ensures we are extremely focused on shareholder returns.

Lastly, for me, before we move to questions, in summary, why invest in Mawson Infrastructure Group? Over the last 15 months, we have grown the size of our self-mining and hosting colocation business over 17x from 0.2 of an exahash to 3.7 exahash as of September ‘22 and anticipate growing this further to 8 exahash by Q4 2022. We truly are an infrastructure first business with a significant amount of energy infrastructure in place, a strategic advantage in the current environment. We are one of the most sustainable Bitcoin miners on the NASDAQ, with all of our energy coming from sustainable sources, predominantly nuclear energy. We have strategic relationships in place with Voltus, Canaan and CleanSpark. We are one of the most efficient, fastest and lowest cost deployers of energy in the industry. And we have very high inside ownership at 19%, meaning we are incredibly focused on shareholder returns.

With the presentation now complete, we wanted to take this opportunity to thank all of our employees, suppliers and shareholders for their ongoing support in 2022.

I’ll now hand back the floor for any questions.

Question-and-Answer Session

Operator

[Operator Instructions] First question will be from Josh Siegler from Cantor Fitzgerald. Please go ahead.

Josh Siegler

Yes. Hi, thanks for taking my question today. I’d love to get some update – color on hosting demand environment right now, especially in regards to the Sharon and Pennsylvania state. Thank you.

James Manning

Sure. I’ll take that one. Look, we’ve had a large amount of inbound from, I guess, what I would describe as orphan miners, guys that have been bought out by Compute North or other mine hosting providers not being able to provide capacity. It’s really difficult given the current environment to, I guess, qualify, which customer you want to take onboard, and that’s really where we’re spending a lot of our time at the moment is, try to weed through the inquiry to find the right hosting partner, one that’s willing to – one that’s willing and able to support their operation with the right capital structure. And so while we are really confident about getting hosting customers in there, we’re balancing that with the time to build Sharon and who do we want on our – in our facilities running, having experienced [indiscernible] going to Chapter 11, we’re very cautious about just taking any hosting customers on there, moving forward.

Josh Siegler

Understood. And that actually leads really well on my next question, which is just – how are you thinking about your growth timeline, given the lower Bitcoin levels right now? Is there any risk to achieving your hash rate targets, if Bitcoin hovers around $15,000 or $17,000?

James Manning

Yes. So I think at the moment, the hash rate target combination is two things, it’s both our self-mining and our hosting clients. We feel very comfortable around the hosting client assumptions. Look, we’re still profitable, we’ve still got margin here around the $15,000, $16,000 mark. We’ve got a great power contract in PA, which makes mining affordable, and can operate there, the API side, the 3.6 power rate. So, mining down there at this price point works for us still. So we are always considering how and where we add equipment and at what time and so forth. I guess for us, where our focus is on the infrastructure at the moment. So we are very, very focused on getting Sharon builds, API builds, and we’re very focused on how we get that built for lower total cost per megawatt out there, that key focus on getting the infrastructure built – cost effectively is really important to us. And so we will reconsider, when we buy, what equipment we buy and when we shut it down and we always think about that in terms of payback period, what the payback period on any new equipment that will be especially important for us, as we look to acquire any other future equipment.

Liam Wilson

And Josh, the other thing to note is that, mining hardware is certainly getting cheaper by the day. So we’re also very cognizant of that

Josh Siegler

Of course. Thank you very much. I appreciate the comments.

Operator

Thank you. Next question will be coming from Kevin Dede with H.C. Wainwright. Please go ahead.

Kevin Dede

Hi, guys. Thanks for having me. Appreciate you tackling my questions.

James Manning

Anytime Kev. We love hearing your questions.

Kevin Dede

Okay. Alright. I’m curious on a couple of things. One is, what do you think your CapEx ballpark will be to finish Sharon on, say, a per megawatt basis? And where do you stand – I mean, I understand some miners went to CleanSpark, not entirely sure how many. I’m curious if you can give me an idea on what you need to get your hands on in order to hit your 4 exahash target for year-end, and self-mining next year?

James Manning

Sure. Why don’t I give Liam, the per megawatt. One, because he’s looking after the operational side of the business and then I’ll talk to the equipment.

Liam Wilson

So Kevin, fully deployed, our Sharon site, we’re looking at $250,000 per megawatt for a fully deployed site. There is a large number of efficiencies within our business now with regards to the – just the sheer volume of modular data centers that we’re purchasing as well as our transformers as well as we’ve now got fair bit of like fitness, if you could call it, with regards to building these data center sites. So, there is a lot of efficiencies that we’re seeing come through the business. So, we’re targeting $250,000 a meg to get Sharon completely online.

Kevin Dede

How much have you spent thus far, Liam? And how far do you need to go?

Liam Wilson

At the moment, we’ve only spent money on the six mobile modular data centers that are required for the site. That’s all that we’ve had to put down so far.

James Manning

And the transformers – and we’ve got some transformers as well in there, that’s right.

Kevin Dede

Okay. So you have what you need for – to support the 12 megawatts that you’re committed to there now?

James Manning

Correct.

Liam Wilson

Exactly. The 12 megawatts is fine. The remainder of the site we still need to purchase, we wouldn’t still need to fund the build out of that.

Kevin Dede

Are you sticking with the modular designs that you used in Georgia?

Liam Wilson

Yes. The only difference is that there is the capacity for this – for the units in Pennsylvania to be turned off remotely so that we can participate in the energy curtailment programs. That’s the only difference, which is a very slight variance. For all intent and purposes, they are exactly the same unit that’s down in Georgia.

Kevin Dede

Okay. Can you give me an idea on how many monitors you’re moving from Sandersville? And sort of where Midland stands and what you’ll need to fill Sharon?

Liam Wilson

Sorry, was that with regard to ASIC units?

Kevin Dede

Yes, yes. Just the mining rigs themselves, because I’ve completely lost track. I mean, I noticed on your timeline, right, for the current quarter, you expected about 1.2 exahash dip. And I’d imagine that’s on account of the transit. I just was hoping you could give me some idea on, I guess, what your machine level is and where you need to go to get to 4? How much is in your hands, Liam? And what do you need to buy?

James Manning

Yes. So we need to – Kevin, I’ll take that. I’ll take that one, Liam. So, we need to acquire about 2.5 exahash with our current capacity. We’ve got some gear moved up from GA to PA. That will come on most likely during beginning of Q1, it may be late Q2, but at – sorry, late Q4 this year, but it’s most likely Q1 that we turned that year on as we finish both the ASCI and the Sharon build. And then we’ve got to go buy throughput 5x exahash to hit the ‘23 guidance. And depending on when we buy that, what the price is, obviously, we will need to fund that at the appropriate time. But given where the current Bitcoin prices, we haven’t rushed out to try and commit to any of that gather at the moment because we just want to wait and see where the price and the return metrics will sit at the moment.

Kevin Dede

Okay. So, you need – I lost you, I apologize, James, I lost you need to buy 2.5 to get to 4.

James Manning

No. Sorry, we’ve got – we have a approximately 2 exahash in equipment currently. So, we’d expect we will probably cycle some of that gear. We will sell some additional gear during the period. But we have a recycling program where we sell gear and buy gear. So, we’re thinking about it as a business that we would be probably buying some additional equipment, selling some equipment. So, we think overall, probably somewhere between 2 and 2.5 exahash to be bought during 2023 to [indiscernible].

Kevin Dede

Okay, fair enough. Have you had a chance to get your hands on the 1,346 or 1,366?

James Manning

We haven’t yet. No.

Kevin Dede

Okay. Just I mean…

James Manning

We are in conversations about them. But yes, I just – we haven’t got one yet. And we’re not looking to procure an equipment before January. So, we’ve got a little bit of tied up our lead on all of that at the moment.

Kevin Dede

Okay. The opportunity in Texas, is that something you’re devoting any financial resources at this point? Or I guess I’m just kind of curious how you’re thinking about it from a time line perspective.

James Manning

Yes. We’ve obviously got the Texas asset. We’ve done some work firming up the energy and the lighting and all the work there, including procurement of, I guess, some transformers attached to it and so forth. We’re really focused on getting the business up and operating up in that Pennsylvania region. And I guess we’re ultimately looking at – is it a non-core asset and should we be selling it? And that’s something we’re currently actively considering as we refocus all our attention up in that PA region because we’re up in PA Kevin, with phenomenal power, greater talent, the JPM market allows great hedging and low liquidity in that market. And it’s a cooler environment.

So, the equipment runs very well up there. You don’t have to battle the heat. It’s like you have to battle in Texas. So, you have some of the advantages there as well. And so we’re really focused. And then operationally, all our sites are within an hour of each other up there. So, we’re very much thinking about refocusing the business in PA and around the PA region, and Northern half of the U.S. and the post excluding the business between Texas and PA. So, I consider it – I’d probably consider it as a non-core asset for us, and we’re considering how to best process.

Kevin Dede

Okay. Appreciate that. Welcome to the call, Ariel. Glad you joined Mawson. I think you mentioned cash balances post the close of September, and I missed the numbers there. So, could you run through sort of your balance sheet from a cash and debt perspective as it stands, I guess after the cash changed hands and whether or not the debt levels changed?

Ariel Sivikofsky

Yes. Sure. Thank you for your question. Look, we – at September, you would have seen the balance sheet at $1.2 million. And with the proceeds of sale we had in the slide deck, it shows that from the sale of Georgia facility in October and November, we received $20.6 million in cash hitting our balance sheet subsequent to quarter end. But we have got further proceeds of sale coming in, in different forms. So, yes, that gives you an indication of how we are utilizing our cash resource, paying off debt – down debt is a strategic play for us as well.

Kevin Dede

Yes. I was just hoping you wouldn’t mind giving us a little insight on the specifics of the debt collateralized and whether or not there is recourse? Any insight on those things, because I know I have had these discussions, but I have forgotten.

Ariel Sivikofsky

James, do you want to talk about the collateralized?

James Manning

Yes. I could probably give the – I will give you the whole history. So, there is two debt facilities, primary debt facilities. One is the Marshall investment facility, which is over the Australian assets in Cordell in Northern New South Wales. They are over the miners and the MVCs in that location. The second one is the Celsius facility, and that is over the – that has some – over some miners as well as some MVCs to the ASCI facility. So, they are attached to those assets. So, they are – I guess did not like some of – they are not just purely equipment facilities. Some of them have extra flexibility in them and they were just asset equipment facilities that we – to enable us to purchase the infrastructure like the containers. So, there is a big – they are recourse loans at the end of the day ultimately. So, we are very comfortable with them though. We have made – we won’t go into specifics, but we have made pay-downs subsequent to the quarter end in the ordinary course. And we are really comfortable with the profile.

Kevin Dede

Very good. Okay. Well, great to talk to you gentlemen again. Thanks for taking my questions. Appreciate it.

James Manning

Thanks Kevin.

Operator

Thank you. Next question will be from Mark Bokeh of Bokeh Capital [ph]. Please go.

Unidentified Analyst

Hello. Thanks for taking my questions. So, I know this great job on the SG&A down about 47%. Is that sustainable on a go-forward basis?

James Manning

Yes. On the SG&A, yes, we believe it is. We worked really hard. We ran that SG&A for a period. We are obviously expanding. But we have removed all the staff costs both period end in GA. But actually that numbers should be a little bit lower, I believe. And so those additional staffing at SG&A side have been removed. I guess one of the benefits of us having high insider ownership and management is completely aligned these two. We are really focused on removing running costs and keeping the P&L tight and getting most of that out of our balance sheet. And give you a bit of a feel, I think we have saved probably about $100,000 a week out of the GA exit in ongoing costs. So, not only did we have the benefit of releasing that capital and booking a profit on that sale, but the ongoing operational costs have materially reduced as well.

Unidentified Analyst

Understood and thank you for that. And I am looking at Page 7 of your new presentation that you just uploaded. And it looks like your trade and other payables went down by $19.5 million between the two quarters. And I guess it’s just current. So, that means maybe subsequent to the quarter, the balance was further down because I am also comparing to the balance sheet there. And it seems like maybe after the Q3 ended, you further reduced that payable number, which is encouraging. Do I understand that correctly?

James Manning

Yes. That would be a very fair assumption to make.

Unidentified Analyst

Okay. So, then next question is – and this is your own numbers at the end of Q3, you are reporting at $1.14 basically net asset value – book value and debt, I guess not counting the – some of the CleanSpark shares that you got, which are in today’s numbers, $7 million, $8 million. And you got some, I guess receivables from them as well that you are currently getting. And you cut your G&A by 47%. Revenues are up significantly, including the energy market revenue, which you have visibility on. So, my question is, I mean obviously, you are executing really well in a very difficult environment in multiple revenue buckets. If your stock is trading at 30% of your book value and also another point I will make is ensure July financing, stock is down more than 50% plus and your business is significantly better and the balance sheet is significantly stronger. Have you thought about maybe I am doing the raise, meaning just a stock buyback of sorts of maybe eliminate the dilution and also increase your ownership as insiders as well, being on the same boat with our shareholders. I mean I think the stock offers a tremendous value and maybe there is an opportunity to balance between growth and owning more of what you have today, which is – well, by all metrics is very appealing at this to me.

James Manning

Yes. Look, I don’t want to preempt the Board decision, is probably the first caveat I will say to you. So, ultimately, capital allocation and capital strategy is the Board decision. What I would say is the Board is putting together a capital allocation strategy, and we have a Board meeting around is scheduled. And all things are being considered, we are very aware that the share price has had a divergence from its NTA and what we believe are the fundamental economics, but a buyback from the table, capital management strategies are all on the table and all going to be considered as part of that.

Unidentified Analyst

I am very encouraged to hear that and thank you for the color there. That’s all for me and keep up the great work. Thank you.

James Manning

Thank you.

Operator

[Operator Instructions] Next, we have a follow-up question from Josh Siegler of Cantor Fitzgerald. Please go ahead.

Josh Siegler

Yes. Hi guys. Thanks for taking my follow-up. Just one question here, and that’s really around understanding how much more capital is required to reach your targets, especially considering the roughly $26 million or so of cash coming in from CleanSpark. How are you utilizing that cash for your capital commitment? And also, how are you thinking about building out Sharon by leveraging funding from hosting partners? Thank you.

James Manning

Yes. So, I think I can take that again. I think we have got a sound build-out in CapEx strategy around how we build out the facilities that’s funded through existing cash flow and some of the proceeds and take into account all our balance sheet requirements over the 12 months. So, we are pretty comfortable around building out Sharon, building out Midland. I think the CapEx that we need to consider is what equipment we need, what additional active liners we need to acquire during the period. And I think any of that could be offset by any non-core asset sales that we might be able to realize in the forthcoming period. So, everything is being considered and how we ultimately get the most efficient balance sheet. We are not wed to owning assets for assets sake. We want to have a very efficient business. And as part of that, we are looking at assets that are non-core, can we dispose of them in the market at an appropriate price where we are profitable on them? And can we recycle that capital ultimately to get the best return for shareholders.

Josh Siegler

Great. Thank you very much.

Operator

Thank you. This concludes our question-and-answer session. I will now turn the call back over to Mr. James Manning for closing remarks.

James Manning

Sure. I just might take one other – we have got a couple of other written questions here. I have got one from Mitch Duran. What is your plan for meeting the NASDAQ share compliance? Is it a reverse split and when? Mitch, just briefly, we are in the process of preparing a reverse split, which will get us back into NASDAQ compliance. I would expect that will go out to investors in the December period and ultimately be completed by February-March.

I have got a question from Andrew Turner, says actually, how will Mawson earning come from its Bitcoin mining in the longer term? Our business – Andrew, our business has three fundamental fields of revenue earnings. That is our hosting business, that Bitcoin mining and our energy markets program. I think when you consider the combination of our energy markets and our Bitcoin mining operation that work hand-in-hand and the energy market programs provide us with extra marginal low power cost ultimately to be out of mine Bitcoin, I think at lower prices. So, how will we earn income from Bitcoin mining by simply turning the machines on ultimately. But I think the actual answer is by having really good down long-term power contracts that are renewable energy based that give us a long-term competitive advantage of the place – in the space.

And then the last question I have got is from Nick Smith. How much Bitcoin is held on the balance sheet? The simple answer is none. Nick, we sell our Bitcoin daily. We regularly sell our Bitcoin and I think that has definitely played out well for us over the last nine months of this year because we have not found ourselves as a downdraft from the Bitcoin moving in a negative direction. We have been to sell those down and realize those.

So, I am sorry, I just had one last question pop-up. This is from Matt. CleanSpark has a ROFO around MIGI USA assets. What does this mean? Great question, Matt. That question is, what does the ROFO on the MIGI asset mean? Look, we have got a very good relationship with CleanSpark. They have – they obviously bought our GA assets. They are very keen to look at any other assets that we have in the U.S. say rate assets, I think, in our mind, the assets we bought, we have built very, very well. We have got a bit of a cost and competitive advantage the way we build these sites. But we like to think we can build them well and sell them well. The ROFO would enable some of my CleanSpark to meet their targets by ultimately buy additional sites and additional capacity for us where they could store equipment. And they have got the first right to have a look at those assets if we decide as a business we would like to dispose of them. So, we will work with them in any non-core assets and take it from there.

With that, I have no more questions I get my inbox or on the question box. I would just like to take a moment to thank everyone for their time this morning. We are really looking to Q4. Happy holidays for those who are based in U.S. We know that’s up and coming in a minute. We are super excited to close our Q4 for Mawson. It’s been a great second half of the year. It’s been a real turnaround story for us. I want to thank my management team, Liam, Ariel, Nick, Tom and so forth. The team has been great and ultimately my Board as well for the support they have shown us through tough times in the crypto space. And I think we are in a really good position to see through the other side. And finally, I guess the biggest thank you to our investors that continue to support us, although some seem to be selling more than they are buying evident by our share price. But for those that have stuck around, we greatly appreciate your continued support. And for the new ones we really appreciate you coming onboard and supporting the story and getting – taking the time to understand our business. Thank you everyone and have a great day.

Operator

Thank you. Conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.

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