f10q0322_mawsoninfra.htm

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, James Manning, certify that:

I have reviewed this quarterly report on Form 10-Q of Mawson Infrastructure Group Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the unaudited condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	MAWSON INFRASTRUCTURE GROUP INC.

Date: May 16, 2022	By:	/s/ James Manning
		James Manning
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Hetal Majithia, certify that:

I have reviewed this quarterly report on Form 10-Q of Mawson Infrastructure Group Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	MAWSON INFRASTRUCTURE GROUP INC.

Date: May 16, 2022	By:	/s/ Hetal Majithia
		Hetal Majithia
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Mawson Infrastructure Group Inc. (the “Company”) for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James Manning, Chief Executive Officer of the Company, and Hetal Majithia, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	MAWSON INFRASTRUCTURE GROUP INC.

Date: May 16, 2022	By:	/s/ James Manning
		James Manning
		Chief Executive Officer
		(Principal Executive Officer)

	MAWSON INFRASTRUCTURE GROUP INC.

Date: May 16, 2022	By:	/s/ Hetal Majithia
		Hetal Majithia
		Chief Financial
		(Principal Financial Officer)

Exhibit 99.1

Mawson Infrastructure Group Announces Financial Results for First Quarter 2022

Q1 2022 revenue of $19.4 Million, up 178% vs Q1 2021

Q1 2022 gross profit of $11.0 Million, up 138% v Q1 2021

Q1 2022 non-GAAP EBITDA of $4.5 Million, up 160% v Q1 2021

459 Self-mined Bitcoin produced in Q1 2022, up 272% v Q1 2021

Mawson Self-Mining Exahash targets upgraded in March to 4.0 Exahash online by Q3, 2022, and 5.5 Exahash online by early Q1, 2023

Mawson signed 112-megawatts of hosting co-location customers (Celsius Mining LLC & Foundry Digital LLC) in Q1 2022

Sydney, Australia and New York City, USA — May 16th, 2022 — Mawson Infrastructure Group Inc. (NASDAQ:MIGI) (“Mawson”), a digital infrastructure provider, is pleased to announce business highlights and financial results for the first quarter of 2022.

Q1 2022 Financial and Business Highlights

	●	Q1 2022 revenue of $19.4 Million, up 178% vs Q1 2021

	●	Q1 2022 gross profit of $11.0 Million, up 138% v Q1 2021

	●	Q1 2022 non-GAAP EBITDA of $4.5 Million, up 160% v Q1 2021

	●	459 Self-mined Bitcoin produced in Q1 2022, up 272% v Q1 2021

	●	Mawson Self-Mining Exahash targets upgraded in March to 4.0 Exahash online by Q3, 2022, and 5.5 Exahash online by early Q1, 2023

	●	New 100-megawatt hosting co-location customer Celsius Mining LLC signed and first mining hardware online

	●	New 12-megawatt hosting co-location customer Foundry Digital LLC signed and first mining hardware online

	●	230-megawatt expansion at Georgia, USA facility approved, capable of accommodating up to 7.5 Exahash

●

Mawson’s substantial secured infrastructure pipeline (energy capacity available for Bitcoin Mining, Modular Data Centre’s, transformers, switch gear) continues to be deployed at pace, a significant competitive advantage in the current climate

Subsequent to Quarter End

●

New 120 megawatt Bitcoin Mining facility to be developed in Texas, capable of accommodating up to 4.0 Exahash, with mining hardware expected to be online in Q4, 2022

2022 Strategic Focus

●

Expand existing Bitcoin self-mining operations from the expected end of May hash rate of 1.8 Exahash, to our target of 4.0 Exahash by Q3, 2022 and to our target of 5.5 Exahash by early Q1 2023.

●

Expand Mawson’s hosting co-location business from the expected 52 megawatts online by the end of May, to 116 megawatts now contracted, and beyond.

●

Continue the ongoing expansion of the company’s Georgia, Pennsylvania, Texas and Australian Bitcoin Mining facilities.

●

Continue to assess, and where appropriate, add more Bitcoin mining facilities to the global portfolio.

●

Continue to assess, and where appropriate, add more Bitcoin miners to global operations.

●

Evaluate opportunities to decrease the overall costs of Bitcoin production.

●

Continue with our strong ESG focus across our business.

Aerial views of Sandersville, Georgia facility – 80-megawatts / 38 Modular Data Centers (April 2022)

Aerial view of Midland, Pennsylvania facility expansion (May 2022)

View of Modular Data Centre (MDC) fabrication facility (April 2022)

Hash Rate Growth (EH) – to 5.5 Exahash early Q1 2023

MIGI Actual Hash Rate (EH)

MIGI Target Hash Rate (EH)

James Manning, CEO and Founder of Mawson Infrastructure, said, "Q1 2021 was a solid operational quarter for our business. We significantly increased our Bitcoin self-mining operational footprint, producing 459 Bitcoin in Q1, delivered Q1 revenue of $19.4 million, up 178% vs Q1 2021, delivered Q1 gross profit of $11.0 million, up 138% vs Q1 2021, and posted Q1 non-GAAP EBITDA of $4.5 million, up 160% vs Q1 2021. Our hosting co-location business accelerated in Q1 - we signed new 100-megawatt hosting co-location customer Celsius Mining LLC, as well as new 12-megawatt hosting co-location customer Foundry Digital LLC. In very exciting news, we gained approval to expand our Georgia Bitcoin Mining facility to 230-megawatts, which is capable of accommodating up to 7.5 Exahash. The pipeline of strong demand for our hosting co-location business – which adds an additional revenue stream for the group – continues to expand, and we look forward to updating stockholders on this front in due course.”

###

About Mawson Infrastructure

Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure provider, with multiple operations throughout the USA and Australia. Mawson’s vertically integrated model is based on a long-term strategy to promote the global transition to the new digital economy. Mawson matches sustainable energy infrastructure with next-generation mobile data centre (MDC) solutions, enabling low-cost Bitcoin production and on-demand deployment of infrastructure assets. With a strong focus on shareholder returns and an aligned board and management, Mawson Infrastructure Group is emerging as a global leader in ESG focused Bitcoin mining and digital infrastructure.

For more information, visit: www.mawsoninc.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Mawson cautions that statements in this press release that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Mawson’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility that Mawson’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of cryptocurrencies and further or new regulation of digital assets. More detailed information about the risks and uncertainties affecting Mawson is contained under the heading “Risk Factors” included in Mawson’s Annual Report on Form 10-K filed with the SEC on March 21, 2022 and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022, and in other filings Mawson has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Mawson undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

Investor Contact:
Brett Maas
646-536-7331
brett@haydenir.com
www.haydenir.com

MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS

	March 31, 2022			December 31, 2021
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	5,804,858		$	5,467,273
Prepaid expenses		1,969,969			332,154
Trade and other receivables		5,044,154			5,606,780
Cryptocurrencies		-			40,800
Total current assets		12,818,981			11,447,007
Property and equipment, net		102,532,708			76,936,850
Equipment deposits		41,722,172			51,369,216
Marketable securities		336,897			326,801
Security deposits		3,836,426			1,246,236
Operating lease right-of-use asset		4,722,973			3,968,262

Total assets	$	165,970,157		$	145,294,372

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade and other payables	$	13,995,302		$	7,746,988
Current portion of operating lease liability		1,410,192			1,222,382
Current portion of finance lease liability		28,962			8,105
Borrowings		16,036,514			11,095,388
Total current liabilities		31,470,970			20,072,863
Operating lease liability, net of current portion		3,520,623			2,962,765
Finance lease liability, net of current portion		106,159			38,764
Long-term borrowings		26,943,283			7,639,391
Total liabilities		62,041,035			30,713,783

Commitments and Contingencies (note 9)		-			-

Shareholders’ equity:
Additional paid-in capital; Common stock (120,000,000 authorized, 71,585,295 issued and outstanding $0.001 par value shares). Series A preferred stock (1,000,000 authorized shares; nil issued and outstanding as at March 31, 2022)		186,724,867			186,389,568
Share subscription receivable		-			-
Accumulated other comprehensive income (loss)		62,214			(521,094	)
Accumulated deficit		(82,458,914	)		(71,123,259	)
Total stockholders’ equity		104,328,167			114,745,215
Non-controlling interest		(399,045	)		(164,626	)
Total liabilities and stockholders’ equity	$	165,970,157		$	145,294,372

MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended March 31,
	2022			2021
Revenues:
Cryptocurrency mining revenue		18,783,842			5,120,014
Hosting Co-Location revenue		548,948			-
Sale of crypto currency mining equipment		91,545			1,877,613
Total revenues		19,424,335			6,997,627
Less: Cost of revenues (excluding depreciation)		8,412,360			2,372,781
Gross profit		11,011,975			4,624,846
Selling, general and administrative		6,476,945			2,631,964
LO2A write off		-			23,963,050
Share based payments		390,609			14,795,403
Depreciation and amortization		13,803,032			1,314,899
Total operating expenses		20,670,586			42,705,316
Loss from operations		(9,658,611	)		(38,080,470	)
Non-operating income/(expense):
Gains on foreign currency transactions		(699,237	)		(661,682	)
Other income		24,447			472,741
Interest expense		(1,236,673	)		(250,662	)
Loss before income taxes		(11,570,074	)		(38,520,073	)
Income tax expense		-			-
Net Loss		(11,570,074	)		(38,520,073	)
Less: Net (loss)/profit attributable to non-controlling interests		(234,419	)		43,135

Net Loss attributed to Mawson Infrastructure Group shareholders		(11,335,655	)		(38,563,208	)

Net Loss per share, basic & diluted	$	(0.16	)	$	(0.87	)
Weighted average number of shares outstanding		71,129,676			44,266,478

MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(11,570,074	)	$	(38,520,073	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		13,804,492			1,314,899
LO2A write offs		-			23,963,050
Operating lease expense		367,135			-
Foreign exchange gain		-			1,690,303
Share based payments		390,609			14,795,403
Gain on disposal of fixed assets		-			127,608
Interest expense		249,861			222,463
Investment income		-			(563,771	)
Trade and other receivables		562,626			(656,732	)
Other current assets		(4,187,204	)		(796,044	)
Trade and other payables		6,248,314			294,586
Net cash provided by operating activities		5,865,759			1,871,692
CASH FLOWS FROM INVESTING ACTIVITIES
Net payment for the purchase of property and equipment		(6,030,740	)		(2,960,145	)
Investment in financial assets		-			(380,100	)
Payment of fixed asset deposits		(23,630,470	)		(18,045,720	)
Net cash used in investing activities		(29,661,210	)		(21,385,965	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common share issuances		50,628			1,298,402
Proceeds from convertible notes		-			21,487,391
Payments of capital issuance costs		-			(2,229,096	)
Proceeds from borrowings		27,055,524			1,057,383
Advances made to external companies		-			(37,076	)
Repayment of lease liabilities		(379,026	)		-
Payments of borrowings		(3,242,194	)		(291,310	)
Net cash provided by financing activities		23,484,932			21,285,694
Effect of exchange rate changes on cash and cash equivalents		648,104			501,045
Net increase in cash and cash equivalents		337,585			2,272,466
Cash and cash equivalents at beginning of period		5,467,273			1,112,811
Cash and cash equivalents at end of period	$	5,804,858		$	3,385,277

Exhibit 99.2

Q1 2022 Investor Presentation T H E D I G I T A L A S S E T C O M P A N Y Q1 FY2022 Investor Presentation N A S D A Q : M I G I May 2022

Q1 2022 Investor Presentation 2 LEGAL DISCLAIMER Information contained herein is derived from various internal and external sources which are deemed reliable, but no representations or warranties are made by Company, or any of its affiliates, employees or representatives as to the accuracy or completeness of such information. The Company has not independently verified any of the information set forth in this Presentation. No representation is made as to the reasonableness of the assumptions within or the accuracy or completeness of any projections or modelling or any other information contained herein. Any data on past performance or modelling contained herein is not an indication as to future performance. The Company assumes no obligation to update the information in this Presentation. The information contained in this Presentation does not purport to contain all of the information that a prospective investor may desire. In all cases, interested parties should conduct their own investigation and analysis of Company and the information contained herein. Except as otherwise expressly indicated, this Presentation speaks as of the date hereof. The Company, does not undertake to update the information contained herein, correct any inaccuracies that may become apparent or provide the recipient with access to any additional evaluation material. The delivery of this Presentation does not imply that there has been no change in Company’s affairs after the date hereof. This Presentation is not a prospectus, disclosure document or offering document, and does not constitute an offer or invitation to apply for securities under any. In particular, this Presentation shall not form the basis of or be relied on in connection with any contract or commitment whatsoever. FORWARD LOOKING STATEMENTS/USE OF PROJECTIONS Statements made in this presentation include forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward - looking statements can be identified by the use of words as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” target,” or comparable terminology. All financial forecasts are forward - looking statements, are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. All forward - looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward - looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company's Annual Report on Form 10 - K filed with the SEC on March 21 2022, as may be supplemented or amended by future filings of the Company. The Company assumes no obligation to update or supplement forward - looking statements that become untrue because of subsequent events, new information or otherwise. More specifically, it is impossible to forecast what the price of bitcoin or the hash rate difficulty will be on any specific date, or when all the Company's miners are expected to be deployed. This presentation is for illustrative purposes only to provide the reader with an estimate of the Company's potential gross revenue, mining power and hosting costs, which might be attained if all miners were deployed as of a specific date and with certain parameters used, as set forth below. The parameters used were hash rates of 1.8 EH, 4.00 EH and 5.50 EH, Bitcoin price assumption of $40,000 and blended historical average power costs. NO OFFER OR SOLICITATION This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities. No offer, sale or solicitation of any securities shall be made in any jurisdiction in which such offer, sale or solicitation would be prohibited. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. INVESTOR NOTICES Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward - looking statements described under “Risk Factors” in our most recent SEC filings including our Annual Report on Form 10 - K filed with the SEC on March 21 2022. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Lastly, with the current worldwide situation caused by COVID - 19, there can be no assurances as to when we may see any long - term sustained recovery in the bitcoin market, and if so, whether any recovery might be significant. NON - GAAP FINANCIAL MEASURES T he Company utilizes a number of different financial measures, both GAAP and non - GAAP, in analyzing and assessing its overall business performance, for making operating decisions and for forecasting and planning future periods. The Company considers the use of non - GAAP financial measures helpful in assessing its current financial performance, ongoing operations and prospects for the future. While the Company uses non - GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, the Company does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, the Company believes that disclosing non - GAAP financial measures to the readers of its financial information provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. Investors are cautioned that there are inherent limitations associated with the use non - GAAP financial measures as an analytical tool. In particular, non - GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in the Company’s financial results for the foreseeable future. In addition, other companies, including other companies in the Company’s industry, may calculate non - GAAP financial measures differently than the Company does, limiting their usefulness as a comparative tool.

Q1 2022 Investor Presentation 3 TARGET SELF - MINING HASH RATE 4.00 EH Expected online Q3 2022 ~ 18 BTC produced per day 1 Focused on Bitcoin Self - Mining and Hosting Co - location services, Mawson’s integrated model is based on a long term strategy to assist in the global transition to a digital and decarbonised society. 5 SITES 4 USA + 1 AUS 1. Assumes all equipment deployed and 100% online, plus the construction of all contracted sites on time, actual results are likely to vary in a negative manner. Construction delays are common and it is rare for all equipment to be deployed and 100% online, however accurate historical downtime averages are difficult to calculate and also may not provide an accurate picture due to differences moving forward. Investors should consider all risk factors related to uptime when considering these figures, which are a best case scenario. Annualised revenue is based on BTC USD$40k and difficulty as at 10 May 2022. Please see Coinwarz Bitcoin Mining Calculator at https://www.coinwarz.com/mining/bitcoin/calculator . The above information is for general information purposes only, and are forward looking statements which should not be relied upon as being necessarily indicative of future results. Mawson takes no responsibility for the accuracy of third party information, including websites. Online calculator excludes overheads and fees (except pool fees). The above information should be read in conjunction with the disclaimer on page. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our Self - Mining. 2. Approximately 116 megawatts (MW) is currently allocated to Mawson’s Hosting Co - location customers, see slide 7 for further details. Contracted energy capacity delivery is not guaranteed and is subject to decreases in various circumstances such as times of high energy use. 3. 2020 carbon offset with carbon credits, 2021 carbon footprint assessment and offset underway. Bitcoin mining & hosting 3 Net Zero Carbon TARGET SELF - MINING HASH RATE 5.50 EH Expected online early Q1 2023 ~ 24.5 BTC produced per day 1 ONLINE SELF - MINING HASH RATE 1.8 EH Expected as at end May 2022 ~ 8 BTC produced per day 1 47 0 M W 2 Energy infrastructure capacity available for Bitcoin Mining across all Bitcoin mining facilities Mawson at a glance

Q1 2022 Investor Presentation 4 Financial Highlights Operational Highlights Strategic Highlights Headline Results Q1 FY2022 5.5 EH Upgrade to Self - Mining Exahash Target by early Q1, 2023 $20 M Debt facility secured with Celsius Network LLC 120 MW New Bitcoin Mining Facility Signed in Texas, USA (subsequent to quarter end) Δ (Q1 FY2021) Revenue $19.4 M +178% Gross Profit $11.0 M +138% EBITDA (Non - GAAP) $4.5 M +160% Bitcoin produced from Self - Mining 459 +272% 80 - Megawatt Sandersville, GA facility expansion approved to 230MW 230 MW (~7.5EH) 100MW Hosting Co - location Agreement signed with Celsius Mining LLC 100 MW 12MW Hosting Co - location Agreement signed with Foundry Digital LLC 12 MW

Q1 2022 Investor Presentation 5 Q1 - 22 ($M) Q4 - 21 ($M) Δ ($M) ASSETS Cash and cash equivalents $5.8 $5.5 $0.3 Property and equipment, net $102.5 $76.9 $25.6 Equipment deposits $41.7 $51.4 ($9.7) Other Assets $16.0 $11.5 $4.5 Total Assets $166.0 $145.3 $20.7 Trade and other payables $14.0 $7.7 $6.3 Borrowings $43.0 $18.7 $24.3 Other Liabilities $5.1 $4.3 $0.8 Total Liabilities $62.1 $30.7 $31.4 Net Assets $103.9 $114.6 ($10.7) March 31, 2022 Balance Sheet 1 Q1 FY2022 Summary 1. Balance sheet presented in a non - GAAP basis. Please see slide 18 for reconciliation to statutory GAAP accounts per 10K. 4.6 5.6 8.4 15.8 11.0 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Gross Profit ($M) 1.7 1.6 2.9 10.0 4.5 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Non - GAAP EBITDA 7.0 5.9 10.9 19.5 19.4 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Revenues ($M)

Q1 2022 Investor Presentation 6 1. Assumes all equipment deployed and 100% online, plus the construction of all contracted sites on time, actual results are likely to vary in a negative manner. Construction delays are common and it is rare for all equipment to be deployed and 100% online, however accurate historical downtime averages are difficult to calculate and also may not provide an accurate picture due to differences moving forward. Investors should consider all risk factors related to uptime when considering these figures, which are a best case scenario. Annualised revenue is based on BTC USD$40k and network difficulty as at 10 May 2022. Please see Coinwarz Bitcoin Mining Calculator at https://www.coinwarz.com/mining/bitcoin/calculator . The above information is for general information purposes only, and are forward looking statements which should not be relied upon as being necessarily indicative of future results. Mawson takes no responsibility for the accuracy of third party information, including websites. Online calculator excludes overheads and fees (except pool fees). The above information should be read in conjunction with the disclaimer on page. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our Self - Mining. 2. Approximately 116 megawatts (MW) is currently allocated to Mawson’s Hosting Co - location customers, see slide 7 for further details. Mawson Self - Mining May 2022 Q3 2022 Target 1 Δ Q1 2023 Target 2 Δ Capacity (MW) 2 470 MW 590 MW +120 MW 1,000 MW +410 MW Total Exahash (EH) Online 1.8 EH 4.0 EH +2.2 EH 5.50 EH +1.5 EH BTC Mining Production / day 8.0 BTC /day 1 18.0 BTC /day 1 +10.0 BTC 24.5 BTC /day +6.5 BTC Annualised Revenue 1 $116.8M ~$262.8M +$146.0M ~$357.7M +$94.9M Mining = Mawson Hashrate x Block reward x 52,560 Blocks x Bitcoin price Revenue Network Hashrate 6.25 BTC + TXN fees per year Operating = Costs ASIC Miner + Datacentre power consumption power usage x Power price + Other operating costs

Q1 2022 Investor Presentation 7 Mawson Hosting Co - location May 2021 Target Q4 2022 1 Δ Target 2023 1 Δ Contracted Hosting Customers (MW) 116 MW 140 MW +24MW 220 MW +80MW Exahash (EH) Capacity 3.8 EH 4.6 EH +0.8EH 7.3 EH +2.7EH 1. Exahash capacity assumes installation of current generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatt per 1 Exahash. Mawson leverages its surplus infrastructure capacity to generate an additional revenue stream, comprising hosting co - location services. Aerial view of Midland, Pennsylvania Bitcoin Mining Facility Expansion.

Q1 2022 Investor Presentation 8 Deployment Timeline (EH) Infrastructure First approach Focus on large scale power infrastructure and long term security Rapidly Increasing Self - Mining Hash Rate 1.10 EH January 2022 4.00 EH Target Q3 2022 +263% vs Jan 2022 5.50 EH Target early Q1 2023 1 +400% vs Jan 2022 Hash Rate Growth (EH) MIGI Actual Hash Rate (EH) MIGI Target Hash Rate (EH) 1. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our Self - Mining Hash Rate. 6 5 4 3 2 1 - Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan 21 21 21 21 21 21 21 21 21 21 21 21 22 22 22 22 22 22 22 22 22 22 22 22 23

Q1 2022 Investor Presentation 9 Capacity TBC Sandersville, GA USA Midland, PA USA New South Wales AUS Secure Energy Pipeline Energy Infrastructure underpins future growth We focus on identifying stranded and distressed energy Over 1GW pipeline of energy projects Energy infrastructure capacity available for Bitcoin Mining currently 470MW Proven history of efficient modular site development Future development pipeline Expansion of existing facilities, plus new site acquisitions Pipeline Sites 1 +1000 MW Texas USA Lease term 120MW 15 Years 230MW 26 Years 100MW + 200MW 15 Years 20 MW 7 Years 1. Pipeline sites refer to real estate sites with access to stranded and distressed energy that we have identified and are in various stages of commercial negotiations for purchase or lease. Sharon, PA USA 15 Years Existing Capacity Target Expansion

Q1 2022 Investor Presentation 10 Secured Infrastructure Capacity Modular Data Center Units 1 2.5 MW / Unit 250+ Units 625 MW Transformer Units 1 2,500 kVa 160+ Units 400 MW Total capacity (Approx. 20 EH) Total capacity (Approx. 13 EH) 1. 2. As at 10 th May 2022. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our Self - Mining Hash Rate. ASIC Bitcoin Mining Units 1 Latest generation bitcoin mining hardware 45,000+ Units contracted Target 4.00 EH Q3 2022 2 Target 5.50 EH Early Q1 2023 2

Q1 2022 Investor Presentation 11 Current Exahash Capacity Current MW capacity Future potential MW capacity Future potential Exahash Capacity Current Modular Data Centre Capacity Lease Term Tenancy Type Energy Mix Sharon, PA USA TBC TBC TBC TBC TBC 15 Years Long - term lease TBC Sandersville, GA USA 7.5 EH 230 MW TBC TBC 115 26 Years Long - term lease with option to buy ~75% carbon - free (carbon credits for balance) Texas USA 4.0 EH 120 MW TBC TBC 60 15 Years Long - term lease ~50% carbon - free (carbon credits for balance) Midland, PA USA 3.3 EH 100 MW +200 MW +6.6 EH 50 15 Years Long - term lease 100% carbon - free New South Wales AUS 0.4 EH 20 MW - - 10 7 Years Long - term lease 100% renewable Current Total 15.2 EH 1 470 MW - 21.8 EH 235 - - - Compelling Bitcoin Mining Facility Metrics 1. Exahash capacity assumes installation of current generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatt per 1 Exahash.

Q1 2022 Investor Presentation 1 2 1 2 Mawson’s Infrastructure First Approach 1 Strict ROIC assessment of sites 2 Modular Data Centre (MDC) IP 3 Long - term agreements 4 ESG & Social Impact focus • High quality, stable and supportive jurisdictions • Selection of sites with stranded/under - utilised energy especially in regional areas • Target low cost of energy across global portfolio • Design allows for rapid deployment in most climates • One of the lowest costs of deployment in the industry • Flexibility to rapidly re - deploy equipment across facilities • Secured long - term agreements for key sites Sharon, PA USA 15 Years Georgia, USA 26 Years Midland, PA USA 15 Years New South Wales, AUS 7 Years Texas, USA 15 Years • Target sites that satisfy a Net Zero Carbon 2030 strategy • Site criteria includes targeting non - carbon emitting energy mix greater than 75% • Deep community engagement to win local support / social licence to operate • Dedicated carbon offset program: demonstrated contribution to major projects Q1 2022 Investor Presentation 12

Q1 2022 Investor Presentation 13 ESG Focus ~75% Sustainable / non - carbon emitting energy mix • Platinum sponsor of School Athletics Programs • Mawson Group Academic Scholarship • Mawson and Brentwood School Career Pathways Program • Christmas Tree giveaway • Washington County Regional Medical Centre Pennsylvania, USA • Mawson supporter of Buhl Park (community park) • Community College Beaver County Scholarship Program • Lincoln Park Performing Arts Centre Supporter • Beaver Falls Park sponsorship • Heritage Valley Health System Supporter • Independent Board of Directors • Code of Ethics and Business Conduct • Audit & Remuneration Committee Net Zero Carbon 22,277 Tonnes of C0 2 Offsets purchased in 2020, 2021 carbon footprint being assessed/offset Socially Engaged Georgia, USA Governance Framework A responsible, accountable and ethical approach to corporate governance underpins the way we do business. 100,000 Trees Planted by the end of 2022 New South Wales, AUS • Major sponsor of Far North Coast Men's/Women's/Junior Rugby Union

Q1 2022 Investor Presentation 14 Highly experienced Management & Board Greg Martin Independent Non - Executive Chair 25 years with AGL Energy (AGL.ASX), Australia’s largest energy generator/retailer, 5 years as CEO and Managing Director James Manning Founder & CEO 15 years management experience across technology, accounting, logistics, property development Michael Hughes Independent Non - Exec Director 30 years experience across financial services. Previous Commercial Director of Sealink Travel Group (SLK.ASX) Yossi Keret Independent Non - Exec Director 25 years experience in public markets, having served as CFO of numerous public and private companies on the NASDAQ and ASX Board Hetal Majithia Chief Financial Officer 10 years’ experience as a chartered accountant, having worked previously at PwC and KPMG in Australia and the UK Liam Wilson Chief Operating Officer 16 years experience in senior operational management roles across multiple industries Nick Hughes - Jones Chief Commercial Officer 15 years experience in financial markets and funds management Craig Hibbard Chief Development Officer 15 years’ experience in business leadership and delivery of major projects Key employees Tom Hughes General Counsel 15 years’ legal experience across technology, banking and asset management, formerly with Macquarie Bank, ANZ Bank and HUB24 Heath Donald Chief Marketing Officer 20 years’ experience across technology, communications and marketing, primarily in the telecommunications and IT industries

Q1 2022 Investor Presentation 15 The Cosmos Global Digital Miners Access ETF ‘DIGA’ The Cosmos Global Digital Miners Access ETF launched in Australia in October 2021. Strategic Partnership with Purpose Investments Inc Cosmos Asset Management has partnered with ~ $ 14 BN in AUM global asset manager, Purpose Investments Inc . The Cosmos - Purpose Bitcoin Access ETF ‘CBTC’ The Cosmos - Purpose Bitcoin Access ETF launched in Australia in May 2022. Mawson Innovation Bitcoin & HPC hosting co - location services Mawson’s subsidiary, Luna Squares LLC, provides hosting co - location services at our Georgia and Pennsylvania facilities. Luna Squares currently serves customers with ~116MW of hosting co - location agreements in place, plus a healthy pipeline of potential new customers. Q1 2022 Investor Presentation 15

Q1 2022 Investor Presentation 16 Ticker NASDAQ:MIGI Share price $3.37 Shares outstanding 71,585,295 $241M Market capitalisation Mawson Register 76% 24% Based on share price as at 10 May, 2022 Board and Management 24% External Investors 76% High Insider ownership

Q1 2022 Investor Presentation 17 Mawson Infrastructure Group A strong platform for sustainable growth 1. 2020 carbon offset with carbon credits, 2021 carbon footprint currently being assessed/offset. 2. https://www.prnewswire.com/news - releases/bitcoin - miners - revenue - rose - 206 - in - 2021 - 301482452 . htm l. 3. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Managemen t for important risks related to our Self - Mining Hash Rate. Rapid Growth and Scale +400% targeted operational growth from Jan 2022 to early Q1 2023 1.10 EH in Jan 2022 4.00 EH Q3 2022 5.50 EH in early Q1 2023 3 Infrastructure First Approach Owner/Operator of Bitcoin Self - Mining, Hosting Co - location Facilities, and Modular Data Centres (MDC) 5 Secured Locations 4 USA sites 1 AUS site Sustainable Bitcoin Mining Net Zero Carbon Bitcoin Mining/Hosting 1 Strategic Relationships Quinbrook Infrastructure Partners Purpose Investments, Inc Celsius Mining LLC Canaan Inc Foundry Digital LLC Lowest quartile operator - Large revenue opportunity Low costs of deployment per megawatt and costs of production ~$15BN bitcoin mining revenue in 2021 2 High insider ownership ~24% owned by directors and senior management

Q1 2022 Investor Presentation 18 Reconciliation of Non - GAAP Metrics Q1 Balance Sheet Net loss (GAAP) ($11.6) Net other expenses 1 $1.9 Depreciation & amortisation 2 $13.8 Share Based Payments 3 $0.4 EBITDA (Non - GAAP) $4.5 1. Adjustments for – realised and unrealized gains and losses, non - operating income/(expense), share of associates accounted for using the equity method and tax. 2. Reverses out accelerated depreciation effect 3. Reverses out share - based payments 4. Rounding to millions Q1 EBITDA + Gross Profit Slide 4 identifies some non - GAAP financial metrics, which require reconciliation to the statutory GAAP numbers. We set them out as follows: Slide 5 identifies some non - GAAP financial metrics, which require reconciliation to the statutory GAAP numbers. We set them out as follows: Revenue $19.4 Less Cost of Revenues ($8.4) GROSS PROFIT (GP) $11.0 Assets Cash and cash equivalents Cash $5.8M Property and equipment, net $102.5M Equipment deposits $41.7M Other Assets Trade and other receivables $11.0M Right of use assets $4.7M Marketable securities $0.3M Total Assets $166.0M Liabilities Trade and other payables $14.0M Borrowings $43.0M Other Liabilities Lease liability $5.1M Total Liabilities $62.1M

Q1 2022 Investor Presentation Investor Relations Brett Mass Hayden IR mawson@haydenir.com Head Office Level 5, 97 Pacific Highway North Sydney, NSW Australia info@mawsoninc.com

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