Bit Digital, Inc. (Nasdaq: BTBT) ("Bit Digital") and Blockfusion USA, Inc. ("Blockfusion") (together, the "Companies") are pleased to announce that the Companies have entered into a strategic co-mining agreement (the "Agreement"). Pursuant to the terms of the Agreement, Blockfusion will provide certain premises and services to Bit Digital for the operation of a 35 MW bitcoin mining system for a term of 2 years, with automatic one-year renewals. This partnership is expected to facilitate an increase in Bit Digital's hashrate of up to approximately 1.2 Exahash ("EH"). Bit Digital expects to complete the first (of four) phases of miner equipment deliveries for installation on or about September 15, 2021.

Consistent with the Companies' leadership in sustainability, the energy used by the mining system is expected to be generated primarily from zero carbon emission sources.

During the term and for twelve (12) months thereafter, Bit Digital shall have a right of first refusal ("ROFR") to match any bona fide offer from a third party to finance or acquire securities and/or assets of Blockfusion (each, a "Strategic Transaction"), and to receive a credit or refund in connection with such Strategic Transaction, as further discussed below.

Pursuant to the Agreement, Bit Digital has advanced Blockfusion $3,750,000, or an average of approximately $107,000 per megawatt across the entire 35MW Agreement (calculated as $3,750,000 divided by 35), in respect of actual bona fide expenses incurred in the development of certain infrastructure related to the mining system (the "Infrastructure Investment"). This Infrastructure Investment is creditable or refundable to Bit Digital as follows:

Bit Digital shall be credited the amount of the Infrastructure Investment in the purchase price of any completed Strategic Transaction. If the parties do not enter into definitive agreements in respect of a Strategic Transaction, then, within twelve (12) months following the termination of the Agreement, Blockfusion shall refund the Infrastructure Investment.

Bryan Bullett, Bit Digital's CEO, commented: "This strategic partnership with Blockfusion represents the latest example of our creative, value-oriented approach to sourcing clean power, with a veteran partner with shared values, structured on attractive terms. In particular, the ROFR provisions of our Agreement provide Bit Digital optionality to acquire interests in, or the entirety of, Blockfusion, while receiving credit for our Infrastructure Investment. Absent a Strategic Transaction, Bit Digital will receive a refund of its investment. In our opinion, such a deal would be difficult to replicate in today's tight market for power and hosting in North America."

Samir Tabar, Bit Digital's Chief Strategy Officer, added: "Our Agreement with Blockfusion unfolded naturally, as principals of our two firms enjoy a longstanding relationship, and there's a high degree of trust and mutual respect. We are excited to work together, and about the potential for a future strategic transaction, pursuant to the ROFR provisions of our Agreement."