TeraWulf Inc. entered into a definitive merger agreement to acquire IKONICS Corporation (NasdaqCM : IKNX) in a reverse merger transaction on June 24, 2021. Under the terms of the agreement, each outstanding share of IKONICS common stock will receive $5 in cash, one CVR, and one share of the combined company's common stock. The shares of the combined company's common stock to be received by the IKONICS shareholders will collectively represent 2% of the combined company's pro forma common equity ownership. The Merger Agreement provides that IKONICS will be obligated to pay TeraWulf a termination fee of $1.2 million, and TeraWulf will be obligated to pay IKONICS a termination fee of $10 million, if the Merger Agreement is terminated under certain circumstances. The Merger Agreement does not contain any post-Closing indemnification obligations with respect to the Parties. The combined company will be named as TeraWulf Inc. and is expected to be listed on The Nasdaq Stock Market LLC under the trading symbol "WULF". Upon completion of the transaction, all members of the IKONICS Board of Directors will resign and be replaced by persons to be designated by TeraWulf. The initial members of the board of directors are expected to be as follows: Paul Prager , Nazar Khan, Ted Carter Catherine "Cassie" Motz Jason New Steven Pincusand Lisa Prager. Paul B. Prager, TeraWulf's current Chief Executive Officer, will become the Chief Executive Officer and chair of the board of directors of combined entity; Kenneth Deane, TeraWulf's current Chief Financial Officer, will become the Chief Financial Officer; Nazar M. Khan, TeraWulf's current Chief Operating Officer and Chief Technology Officer, will become the Chief Operating Officer and the Chief Technology Officer; Kerri Langlais, TeraWulf's current Chief Strategy Officer, will become the Chief Strategy Officer. Ikonics will be spun off into a private company.

The transaction is subject to the receipt of regulatory approvals, The shares of HoldCo Common Stock to be issued to stockholders of IKONICS and TeraWulf shall have been approved for listing on Nasdaq, subject only to official notice of issuance, effectiveness of Registration Statement, the approval of IKONICS and TeraWulf shareholders, the waiting period applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated, the Company Financing shall have been consummated and other customary closing conditions. IKONICS' obligation to effect the mergers is subject to TeraWulf having consummated a private placement of TeraWulf common stock or other equity securities of TeraWulf, pursuant to which TeraWulf has received gross proceeds of $50 million and the TeraWulf financing has been completed and, accordingly, this condition has been satisfied. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies. Board of IKONICS recommends the shareholders to vote in favor of the transaction. Registration statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”), declared effective as of November 12, 2021. IKONICS held a special meeting of shareholders on December 10, 2021. IKONICS shareholders approved the merger. The transaction is expected to close in the second half of 2021. The mergers and other transactions contemplated by agreement are expected to close on December 13, 2021, with shares of common stock of TeraWulf Inc. (formerly Telluride Holdco, Inc.) commencing trading on The Nasdaq Stock Market LLC effective as of commencement of trading on December 14, 2021.

Ariel J. Deckelbaum and Sarah Stasny of Paul Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors and Moelis & Company LLC is serving as financial advisor to TeraWulf. W. Morgan Burns and Joshua L. Colburn of Faegre Drinker Biddle & Reath LLP is serving as legal advisor and Northland Securities, Inc. are serving as financial advisors and fairness opinion provider to IKONICS. IKONICS has agreed to pay Northland for its services in connection with the mergers an aggregate fee of $950,000, of which portions have been paid and will be payable during the course of Northland's engagement, a portion was payable upon delivery of Northland's opinion and approximately $650,000 is payable contingent upon consummation of the mergers. Northland may also receive an additional fee currently estimated to total up to approximately $600,000. The Proxy Advisory Group, LLC is acting as the proxy solicitor of IKONICS and will receive a fee not to exceed $25,000 in the aggregate. RSM US LLP provided auditor's report on financials of TeraWulf.

TeraWulf Inc. completed the acquisition of IKONICS Corporation (NasdaqCM : IKNX) in a reverse merger transaction on December 13, 2021. The combined company is now named “TeraWulf Inc.” and its common stock is expected to commence trading on the Nasdaq Stock Market LLC on December 14, 2021 under the ticker symbol “WULF.” TeraWulf previously announced that it raised approximately $200 million in debt and equity financing from a group of leading institutional and individual investors.