Mawson Infrastructure Group, Inc. announced a private placement of secured convertible promissory notes to investors in the aggregate principal amount of $3,600,000 in exchange for an aggregate of $3,600,000 on July 8, 2022. The secured convertible promissory notes are convertible at the option of the holder at a price of $0.85 per share, except in the case of an event of default, during which the secured convertible promissory notes are convertible at the option of the holder into shares of the company's common stock, $0.001 par value per share, at a price of $0.80 per share. The secured convertible promissory notes bear interest of 20% per annum, except in the case of an event of default, during which they will bear interest of 25% per annum.

The maturity date shall be twelve months from the issue date. One-half of the interest that accrues each month on the secured convertible promissory notes must be paid monthly. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the secured convertible promissory notes, is due and payable if not converted pursuant to the terms and conditions of the secured convertible promissory note on the earlier of one year after its issuance or following an event of default.

The secured convertible promissory notes and common stock issued thereunder will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the company took appropriate measures to restrict the transfer of the securities. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration.