FAQs
We understand that as potential investors and partners, you may have questions about risk, transparency, and long-term value. We have focused on key areas of concern: operational security, financial safeguards, market volatility, revenue stability, technology resilience, and corporate governance. Below, we outline how Terrahex's structure and strategy are designed to protect capital, ensure accountability, and deliver sustainable returns.
What is Terrahex?
What is your corporate and operating structure?
Our power partners hold residual stranded power capacity from their operations that would otherwise remain unused. Under our High-Performance Computing Joint Venture structure, we deploy infrastructure within those facilities. In exchange for the power provision, we grant the power partner an equity stake in the operating Special Purpose Vehicle.
Commercial power globally carries a significant cost regardless of geography. By exchanging equity rather than paying cash for power, we eliminate our single largest variable cost entirely.
What is the power for equity structure and how does it work?
Our gas-fired power partners hold residual stranded power capacity from their operations that would otherwise be flared or remain unused. Under our High Performance Computing Joint Venture structure, we deploy Bitcoin mining infrastructure within those facilities. In exchange for the power provision, we grant the power partner an equity stake in the operating Special Purpose Vehicle.
Commercial power globally carries a significant cost regardless of geography. By exchanging equity rather than paying cash for power, we eliminate our single largest variable cost entirely. The equity stake is sized to give the partner meaningful dividend upside as the operation scales, creating a 10-year Joint Venture with fully aligned incentives on both sides.
In addition to their equity stake, the power partner receives a guaranteed minimum annual distribution that protects their downside regardless of production performance. Joint Venture agreements are in advanced negotiation and near-execution drafts are in progress.
What is the nature of your power arrangements with Joint Venture partners?
These are High Performance Computing Joint Ventures structured as power-for-equity arrangements, not power purchase agreements and not supplier contracts. The distinction is material: under a power purchase agreement, the power provider is a vendor who can reprice or withdraw. Under our structure, the power provider is an equity partner with aligned financial interests in the operation’s success.
Each Joint Venture is structured around a gas-fired power facility where the site operator holds stranded energy capacity. The operator contributes that capacity in exchange for an equity stake in the dedicated operating Special Purpose Vehicle. This means the partner benefits directly from every Bitcoin mined; their incentive is to maximise power continuity, not to renegotiate price.
The arrangement at each site follows the same template and is designed to replicate cleanly as our pipeline grows. The Joint Venture structure is the commercial and legal foundation for power access across all deployment sites.
What licenses, land rights, and power rights do you hold?
Our rights framework is built around the Joint Venture structure rather than direct ownership of land or power generation assets.
On power rights: power access is secured through long-term High Performance Computing Joint Venture agreements with the operators of each site. The Joint Venture agreement grants us the right to draw on residual stranded power from within each facility for the full term of the agreement in exchange for the equity stake. The power right is contractual and Joint Venture-embedded; the partner holds equity and therefore has a direct incentive to ensure power continuity.
On land rights: our modular, containerised mining infrastructure is co-located within the host partner’s existing facility. Land access is secured as part of the Joint Venture agreement with the site operator, who holds the underlying land and facility rights. There is no permanent construction footprint requiring separate land registration.
On corporate and operating licenses: all operations run through registered Nigerian entities. Templars has delivered a regulatory roadmap covering crypto, energy, environmental, and financial licensing requirements. Deloitte ensures all entities are correctly registered, filing, and compliant from a tax and audit perspective.
What would power cost at market rates, and why does stranded power matter?
Commercial power is a significant cost for any Bitcoin mining operation regardless of geography. Rates range from $0.03 to $0.07 per kilowatt-hour (kWh) in the United States, $0.08 to $0.15 per kilowatt-hour (kWh) across Europe, and $0.05 to $0.12 per kilowatt-hour (kWh) in Southeast Asia. At the scale we operate, even the lowest global rates represent a material monthly outlay that directly compresses mining margins.
Our model eliminates this cost entirely through the Joint Venture structure. The result is an Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) margin profile that is structurally higher than any commercially powered peer. This is not an operational efficiency; it is a structural position that cannot be replicated by operators paying market-rate power.
Do you have existing mining infrastructure currently producing and selling Bitcoin?
We do not, and this is important to frame correctly. Investors are funding our proof of concept. That is the explicit purpose of the preference share structure; the preference terms are priced to reflect that investors are deploying first, before the operation is live.
Our initial deployment Special Purpose Vehicle is the proof of concept. Capital committed now will fund the procurement and commissioning of the initial nodes at our first site, with first production targeted in the near term.
What we can provide ahead of commissioning includes: site visits to our facilities, near-execution Joint Venture documentation under Non-Disclosure Agreement, board and advisor credentials, and the full financial model. We are also happy to discuss a first-tranche milestone structure if the investor wants commissioning confirmation before full deployment.
How does the operation survive a Bitcoin price decline or halving event?
Our direct operating break-even sits materially below current Bitcoin (BTC) market prices. Even at severely depressed Bitcoin (BTC) price levels, the operation remains cash generative at the direct cost level because power is free.
The preference shareholder waterfall has a higher all-in break-even that incorporates the Joint Venture distribution to the power partner and the full preference obligation. At very low Bitcoin (BTC) prices, the preference return would not be fully covered from current-period mining revenue. However, the majority of production is converted to cash every month from commissioning; cash banked from production at higher prices does not reverse and remains available to service obligations.
At low Bitcoin (BTC) prices, commercially powered miners globally begin shutting down. We continue producing. The network difficulty reduction that follows as those miners exit improves our output per unit of hardware. Our power structure turns a market-wide crisis into a competitive advantage.
How is Terrahex valued and what methodology do you use?
We use three complementary methods to derive a valuation range: Enterprise Value to Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), Enterprise Value to Revenue, and Net Asset Value as a hard floor.
The primary method is Enterprise Value to Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA). Infrastructure and power-adjacent businesses in developed markets typically trade at significant EBITDA multiples; we apply an emerging market discount to reflect Nigeria-specific execution risk, arriving at a conservative base case multiple.
The supporting method is Enterprise Value to Revenue. A higher Revenue multiple is justified for this business specifically because our near-zero power cost produces Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) margins of approximately 85%. At those margins, an Enterprise Value to Revenue multiple and an Enterprise Value to Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) multiple produce essentially the same implied valuation. A conventional miner with 20 to 30% Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) margins cannot support the same Revenue multiple; our cost structure is what earns it.
Net Asset Value provides a hard floor, comprising serialised mining equipment, Bitcoin (BTC) treasury, and current assets with an emerging market discount applied. The blended base case valuation is intentionally conservative. A full sensitivity analysis across multiple Bitcoin (BTC) price scenarios is available in the investor data room.
How does the preference return compare to other asset classes?
The most attractive developed-market government bonds today yield in the low single digits. High-yield credit, genuinely high risk, unsecured and sub-investment grade, prices in the high single digits. Private equity targets higher returns but requires a multi-year lock-up, produces no income during the hold, and comes with no security package.
Our preference return sits above all fixed-income alternatives, comes with a security package backed by serialised physical miners, a custodian structure, Deloitte audit, and asset insurance, pays quarterly rather than at exit, and returns principal at year 5 with an equity conversion option on top.
The risk being priced into the preference return is execution risk on a first deployment; not market risk, not leverage risk, not counterparty credit risk in the traditional sense. The power is structured, the operators are experienced, the assets are insured, and the cash flows are simple and traceable.
A conversion bonus at year 5 acknowledges that investors deserve additional upside for being first in. That bonus is where the real return differentiation sits.
How will investor funds be deployed?
The initial capital raise is structured to deploy two nodes across the initial site, covering three items: procurement of Bitcoin mining hardware and supporting infrastructure for both nodes, site preparation and installation, and operating expenses through to steady-state production.
The infrastructure is containerised and modular; the assets are serialised physical items held as security against investor capital. Funds are not deployed to working capital, management fees, or general corporate purposes ahead of production. Directors’ allowances are deferred to post-revenue.
How do you compare as an investment to listed Bitcoin miners?
Listed Bitcoin miners such as Marathon, Core Scientific, Riot, and TerraWulf compete for the same grid-connected power, face identical network difficulty curves, and are priced by public markets with full information. They are mature businesses in an efficient market.
We are an arbitrage. The opportunity is accessing stranded gas power in Nigeria at structurally near-zero cost, power that would otherwise be flared, at a moment before that arbitrage is widely understood and before any listed miner has replicated the model. We secured a seat at the Bitcoin 2026 Dark Room alongside Marathon and Hive despite being pre-revenue; a credibility signal that reflects the seriousness of the thesis.
The relevant question for investors is not how we compare to Marathon’s hash rate. It is whether any other investment provides access to a structured stranded gas power arbitrage in West Africa at this stage of the cycle.
How are you mitigating regulatory risk?
Templars is our Nigerian legal and regulatory counsel, with deep expertise across crypto, energy, environmental, and financial law. They have delivered a compliance roadmap that is maintained and updated as the regulatory environment evolves.
Nigeria’s Securities and Exchange Commission issued its Digital Assets Rules in 2022 and has been progressively building out the framework. The Central Bank of Nigeria has moved from restriction toward engagement. The regulatory direction of travel is toward licensed, taxable, locally-integrated crypto operations; which is exactly what we are building.
All operations and finances run through registered Nigerian entities for full tax and legal transparency. Deloitte ensures all entities are correctly structured, filing, and compliant across all three jurisdictions.
What is your true competitive moat?
Our moat is stranded energy access. Long-term power control at structurally low cost is the foundation of everything else. Compute hardware is replaceable; it commoditises on a two to three year cycle. Power access at near-zero cost, secured through a long-term Joint Venture structure with an aligned equity partner, is not replicable off the shelf.
Every other advantage, including low cost per Bitcoin (BTC), halving resilience, margin structure, and valuation premium at listing, flows directly from controlling the power. That is the asset. The miners are the tool.
How do you compete with hyperscale data centres?
We are not competing on hyperscale cloud. We compete on energy arbitrage. Near-zero power cost changes the margin mathematics entirely. Hyperscale operators compete on brand, geographic redundancy, enterprise service level agreements, and capital depth. We compete on one thing: the cost of energy per unit of compute.
At near-zero power cost, we can profitably run workloads, Bitcoin mining in the first instance, at price levels that would be loss-making for any commercially powered operator. That is not a feature. It is a structural position. Our edge is energy, not branding.
What rights do preference shareholders hold?
Preference shareholders hold a clearly defined package of rights covering return, security, information, and conversion.
On return: preference shareholders receive a fixed annual return on invested capital, paid quarterly from mining revenues over a defined term. The return is structured ahead of any discretionary distribution to ordinary shareholders; preference shareholders rank first in the waterfall.
On security: the security package includes an all-asset debenture from the Abu Dhabi Global Market (ADGM) holding entity, a pledge over shares of that entity, serialised physical mining assets, custodied Bitcoin (BTC), Deloitte audit across all entities, and asset insurance covering the physical infrastructure.
On information: preference shareholders receive access to real-time performance dashboards showing miner output, revenue, and Bitcoin (BTC) balances. Regular audit reports from Deloitte are provided.
On conversion: at the end of the term, preference shareholders have the option to convert their preference holding into equity at a bonus. This provides a structured equity upside on top of the income return, at the investor’s election.
Full shareholder rights documentation is available in the data room under Non-Disclosure Agreement.
What is the investor exit strategy?
For preference shareholders, the exit is built into the instrument. At maturity, preference shareholders receive their principal back plus all accumulated returns, and may elect to convert into equity at a bonus. Exit does not require a liquidity event.
For equity holders, exits in the private mining space have historically occurred through: acquisition by a listed operator, as Marathon, Core Scientific, and Riot have all been acquisitive at various points in the cycle; public listing or reverse merger; and strategic sale to an energy or infrastructure fund seeking differentiated power assets. Our combination of African stranded-gas power rights and modular Bitcoin infrastructure would be highly attractive to any acquirer seeking to replicate the model at scale.
The post-proof-of-concept pathway, listing or strategic exit once the initial Special Purpose Vehicle demonstrates the economics, is the intended value catalyst. The stranded power differentiator is projected to support a material valuation uplift at that stage relative to the current pre-revenue entry point.
How many deployment sites are planned?
The number of operating sites is determined by the number of Joint Venture partners we bring into the structure and is not a fixed figure. We currently have multiple sites in active discussion across Nigeria, each of which would have its own dedicated operating Special Purpose Vehicle.
The initial capital raise is focused on the first site as the proof of concept. Each additional site is a standalone entity majority-owned by our UAE holding company, with the power partner holding the remaining interest at site level. The structure is designed to replicate cleanly as the pipeline grows.
What is your Treasury Policy?
The majority of monthly Bitcoin (BTC) production is sold immediately across approved exchanges with proceeds converted to United States Dollars (USD) same day and swept to the custodian. This creates consistent, immediate cash flow that is not subject to Bitcoin (BTC) price reversion.
A reserve of Bitcoin (BTC) is held in cold storage as a long-term balance sheet asset.
We maintain an option to pre-sell a portion of sellable production through fixed-price forwards to lock in revenue ahead of delivery, with concentration limits applied per counterparty.
No leverage is applied to Bitcoin (BTC) inventory and there is no rehypothecation of custodied assets.
How will you manage fluctuations in operating expenses?
Our Operations and Management contracts run for five years, fixing the cost base and ensuring stability in cost projections and planning across the initial deployment period. We plan for inflation in our financial model and maintain a cash or stablecoin liquidity reserve at all times to ensure operations are never constrained.
Beyond the contracted cost base, the structural protection is power. Because power is contributed in kind through the Joint Venture rather than purchased at market rates, the single largest variable cost in any mining operation does not exist on our cost line. Operating expense fluctuation risk is therefore concentrated in a much smaller pool of costs: maintenance, staffing, and logistics; all manageable through the Operations and Management contract structure.
What is your plan to manage equipment obsolescence?
We operate a progressive hardware upgrade cycle rather than a single large-scale replacement event. Equipment is refreshed based on network difficulty trends, power efficiency improvements, and return on investment performance measured against the cost of new hardware. Our initial hardware deployment uses water-cooling technology, which extends hardware lifespan through stable thermal management.
A portion of mining profits is allocated annually to a dedicated upgrade fund. This removes dependency on external financing for hardware cycles and ensures continuity of production capacity through each generation transition.
The modular, containerised nature of our infrastructure means hardware can be upgraded at the container level without site redesign or structural capital expenditure.
How is operational integrity maintained?
Operational integrity is maintained through a combination of technical monitoring, on-site presence, and governance controls.
Technical controls include 24/7 remote monitoring of miner performance, temperature, and power usage in real time. On-site technical presence is maintained for both preventive and corrective maintenance. An on-site spares inventory is held to minimise downtime from individual unit failures.
Governance controls include strict data security and access control protocols preventing unauthorised interference, and regular audit and performance reporting to all project stakeholders through Deloitte. Real-time dashboards provide investors with independent visibility of production data and revenue flows.
What is the corporate governance framework
Terrahash operates under a robust corporate governance framework built on transparency, accountability, and independent oversight. The board includes experienced executives and independent directors who oversee compliance, risk management, and strategic decision-making to protect investor interests.
How will returns to investors be guaranteed and payments made?
Loan repayment and income protection are guaranteed through a transparent, automated revenue management system directly tied to mining operations. Repayment is secured by the project’s actual mining output, ensuring that all income flows remain traceable, controlled, and protected from diversion or mismanagement.
We used an average Bitcoin price of USD 114,000 (USD 100,000 pre-halving and USD 125,000 post-halving) as the basis for revenue calculations. Even in a –30% price and +30% difficulty scenario, the 15% return to investors is still covered.
Mechanisms include:
Dual-custodian structure & direct wallet control: Two custodians manage all proceeds. One sells 80% of mined BTC for investor payments and operations, while the other holds 20% as reserve. Mining rewards go into a multi-signature wallet jointly managed by the lenders’ representative, Terrahash, and the custodians.
Transparent tracking: Real-time mining dashboards show hash rate, output, and revenue.
Insurance and backup: Site insurance, spare capacity, and alternate hosting protect operations and repayment continuity.
What is your Treasury Policy to ensure Bitcoin price increases are optimized and taken advantage of?
We sell 80% of monthly BTC production using daily TWAP across approved venues (2–3 exchanges plus 1 OTC). Proceeds are converted to USD or USD stablecoin the same day and swept to the custodian. The remaining 20% is kept in cold storage with the custodian.
We also plan to pre-sell (hedge) 35% of production through fixed-price forwards, limiting exposure to any single counterparty to 35%.
Using structured reserves, hedging, and efficient reinvestment, Bitcoin price increases are fully optimized for sustained project growth.
What is the plan to manage potential Bitmain S21+ Hydro obsolescence and capex cycle between 2026 and 2036?
We have a long-term asset management and CAPEX strategy ensuring mining efficiency and profitability between 2026–2038.
Key elements include:
Progressive hardware upgrade cycle: Refresh equipment gradually based on difficulty trends, efficiency improvements, and ROI.
Reinvestment from profits: A portion of mining profits is allocated yearly to an upgrade fund, removing the need for external financing.
Efficient use of current hardware: Bitmain S21+ Hydro miners remain competitive due to high efficiency and water-cooling, which extends hardware lifespan.
How will we manage fluctuations in operating expenses and power costs?
Our power/gas purchase agreements are fixed for 10 years, and our Operations & Management (O&M) contracts are set for 5 years to ensure cost stability. We maintain 60–90 days of operating expenses in cash or stablecoin to support liquidity.
How is operational integrity guaranteed?
Operational integrity is maintained through technical reliability, strict procedures, and constant monitoring.
Measures include:
24/7 remote performance monitoring (temperature, power, output).
On-site technicians for preventive and corrective maintenance.
Spares inventory, including replacement miners, to reduce downtime.
Strong data security and access controls.
Regular audits and performance reporting to stakeholders.
What is your plan to manage regulatory and operating market risk?
Our legal counsel, Templars, provides regulatory guidance across energy, finance, crypto, and environmental sectors. Together, we have created a compliance roadmap that keeps Terrahash fully integrated and responsive to evolving regulations.
Key measures include:
Continuous regulatory monitoring (crypto, environment, finance, energy).
Operating fully through registered Nigerian entities for tax and legal transparency.
Training and employing local technicians and engineers to meet national participation standards and strengthen local capacity.