2022 Case File

2022 EDITION
This mock case is copyright protected. The factual problem was conceived and developed
by Dechert LLP (principally, Mark Mangan and Daniel Gaw of its Singapore office) and
further developed by the International Chamber of Commerce (encompassing the legal and
factual documents in the case file) and Compass Lexecon (the quantum documents), with
their respective contributions owned by them individually.
www.crossmoot.com
4 January 2022
2700B/EZA (EPP)
CRYPTOTECH INC. (Cryptasia) vs/ 1. BITCOIN INVESTORS COMPANY PTE
LTD. (The Tech Republic) 2. DIGITAL GOLD PTE LTD. (The Tech Republic)
Samantha Denöel
Romain Gäry
DENÖEL - GÄRY INTERNATIONAL LLP
By email: sdenoel@d-g.com
rgary@d-g.com
Dear Madame and Sir,
The Secretariat of the International Court of Arbitration of the International Chamber of

Commerce (“Secretariat”) acknowledges receipt of your Request for Arbitration (“Request”)
dated 3 January 2022. Your Request was received on 3 January 2022. Pursuant to Article 4(2)
of the ICC Rules of Arbitration in force as from 1 January 2021 (“Rules”), this arbitration
commenced on that date.
The caption and reference of this arbitration are indicated above. Please ensure that the caption
is accurate and include the reference 2700B/EZA (EPP) in all future correspondence.
In all future correspondence, any capitalised term not otherwise defined will have the meaning
ascribed to it in the Rules and references to Articles of the Rules generally will appear as:
“(Article ***)”.
Filing Fee
We acknowledge receipt of the US$ 5 000 non-refundable filing fee.
VAT payable on ICC Administrative Expenses
As of 1 January 2021, and to the extent that value added tax (“VAT”) is applicable, ICC
administrative expenses will be subject to VAT. Accordingly, ICC administrative expenses may
be increased by the corresponding amount at the prevailing rate as set out in the Explanatory
Note on VAT Applicable on ICC Administrative Expenses (“Explanatory Note”) available on
the ICC website. The applicable rate under French tax law is currently 20%.
…/…
2
2700B/EZA (EPP) Page 2
The Secretariat’s requests for payment of the advance on costs will result in the issuance of
invoices that will cover all amounts requested (i.e. amounts to cover ICC administrative
expenses alongside the advance on arbitrators’ fees and expenses). VAT will be charged and
invoiced on the requested advance payments corresponding to the ICC administrative expenses,
as per the principles set forth in the Explanatory Note.
Requirements under Article 4(4)
We have received an electronic version of the Request and the documents annexed thereto.
Pursuant to Article 4, the Request will be notified to Respondents by email.
If you wish that the Request be notified by hard copy, please send us five additional copies of
the Request and of the documents annexed thereto, as well as copies of the relevant agreements
and in particular the arbitration agreement. Kindly also provide us within the same time limit
Respondents’ complete addresses and the name of a contact and a telephone number for each
Respondent (Article 4(4)).
Your Case Management Team
Elina Zlatanska, Counsel ........................................................ (direct dial number + 0 123 1000)

Verena Waisberg, Deputy Counsel ........................................ (direct dial number + 0 123 1001)
Sussana Trigo, Assistant ........................................................ (direct dial number + 0 123 1066)
Email ....................................................................................................... (ica1000@iccwbo.org)
Please send all future correspondence to the office of your Case Management team.
Please find enclosed a Note that highlights certain key features of ICC arbitration which also
includes key features of the Expedited Procedure Provisions.
Finally, we invite you to visit our website at www.iccarbitration.org to learn more about our
Dispute Resolution services.
Yours faithfully,
A.G.F.
Alexander G. Fessas
Secretary General
ICC International Court of Arbitration
…/…
3
encl. - ICC Rules of Arbitration (click here to download them)

- Note to Parties and Arbitral Tribunals on the Conduct of the Arbitration under the ICC
Rules of Arbitration (click here to download it)
- Explanatory Note on VAT Applicable on ICC Administrative Expenses available on
the ICC website (click here to download it)
4
5 January 2022
2700B/EZA (EPP)
Counsel: Elina Zlatanska (Tel: + 0 123 1000)
Deputy Counsel: Verena Waisberg (Tel: + 0 123 1001)
(Email: ica1000@iccwbo.org)
Samantha Denöel
Romain Gäry
rgary@d-g.com
Dylan Dayal
Nico Mansor
BITCOIN INVESTORS COMPANY PTE LTD.
By email: dylan.dayal@bic.com
nico.mansor@bic.com
Max Magoo
DIGITAL GOLD PTE LTD.
By email: m.magoo@digitalgold.com
Dear Mesdames and Sirs,
Further to the Secretary General’s correspondence to CRYPTOTECH INC. (“Claimant”) dated

4 January 2022, the Secretariat of the International Court of Arbitration of the International
Chamber of Commerce (“Secretariat”) notifies the Request for Arbitration (“Request”)
to BITCOIN INVESTORS COMPANY PTE LTD. and DIGITAL GOLD PTE LTD.
(“Respondents”).
Notification of a Request for Arbitration
The Secretariat notifies Respondents that, on 3 January 2022, it received the Request
from Claimant represented by DENÖEL - GÄRY INTERNATIONAL LLP naming
them as Respondents. Pursuant to Article 4(2) of the ICC Rules of Arbitration (“Rules”) in
force as of 1 January 2021, this arbitration commenced on 3 January 2022.
In all future correspondence, any capitalised term not otherwise defined will have the
meaning ascribed to it in the Rules and references to Articles of the Rules generally will
appear as: “(Article ***)”. …/…
5
We enclose for Respondents a copy of the Request and the documents annexed thereto
(Article 4(5)).
The caption and reference of this arbitration are as follows: CRYPTOTECH INC. (Cryptasia)
vs/ 1. BITCOIN INVESTORS COMPANY PTE LTD. (The Tech Republic) 2.
DIGITAL GOLD PTE LTD. (The Tech Republic). Please include the reference 2700B/EZA
(EPP) in all future correspondence.
Expedited Procedure Provisions
The arbitration agreement in the Share Purchase Agreement provide, in the relevant section,
that “[t]he Parties agree, pursuant to Article 30(2)(b) of the ICC Rules, that the Expedited
Procedure Rules shall apply irrespective of the amount in dispute.”
Claimant indicated in the Request that “the Guarantee does not specify the number of
arbitrators, but Claimant still proposes that the dispute be […] under the EPP.”
We request Respondents’ comments together with the Answer to the Request (“Answer”) or
any request for an extension of time for submitting the Answer.
Answer to the Request
Respondents’ Answer to the Request (“Answer”) is due within 30 days (Article 5(1)).
We invite Respondents to submit the Answer together with any exhibits by email. In case the
number and/or the size of the exhibits may render the transmission by email difficult or create
a risk that the email may not be delivered, Respondents are kindly invited to send what they
consider essential at this point, subject to filing the other exhibits at a later stage of the
proceedings.
Pursuant to Article 5(3), where Respondents request transmission of the Answer by delivery
against receipt, registered post or courier, Respondents must submit a sufficient number of
copies for each other party, each arbitrator and the Secretariat.
Respondents may apply for an extension of time for submitting the Answer by nominating a
co-arbitrator (Article 5(2)). Such information will enable the International Court of Arbitration
of the International Chamber of Commerce (“Court”) to take steps towards the constitution of
the arbitral tribunal.
If any of the parties refuses or fails to take part in the arbitration or any stage thereof, the
arbitration will proceed notwithstanding such refusal or failure (Article 6(8)).
…/…
6
Joinder of Additional Parties
No additional party may be joined to this arbitration after the confirmation or appointment of
any arbitrator, unless all parties including the additional party otherwise agree (Article 7(1)).
Therefore, if Respondents intend to join an additional party and seek an extension of time for
submitting the Answer, please inform us in your application for such extension.
Funding of Claims or Defences
In order to assist prospective arbitrators and arbitrators in complying with their duties, parties
must promptly inform the Secretariat, the arbitral tribunal and the other parties of the existence
and identity of any non-party which has entered into an arrangement for the funding of claims
or defences and under which it has an economic interest in the outcome of the arbitration
(Article 11(7)).
Constitution of the Arbitral Tribunal
The arbitration agreement in the Share Purchase Agreement provides for three arbitrators. The
arbitration agreement in the Parent Company Guarantee does not provide for the number of
arbitrators. Claimant proposed to have three arbitrators and nominated Andrea Saddemi as
co-arbitrator. We invite Respondents’ comments on Claimant’s proposal in the Answer or in
any request for an extension of time for submitting the Answer.
If the parties agree to have three arbitrators, we invite Respondents to nominate a co-arbitrator
in the Answer or in any request for an extension of time for submitting the Answer (Article
12(4)). In the absence of a joint nomination (Article 12(6)) within 30 days, and where all parties
fail to agree to a method for constituting the arbitral tribunal, the Court may appoint each
member of the arbitral tribunal and designate one of them to act as president (Article 12(8)).
We note that “Claimant suggests that the co-arbitrators be first given a chance to select and
jointly agree upon the president of the Arbitral Tribunal. If the co-arbitrators cannot reach
agreement upon the president within 30 days of their confirmation, the president should then
be appointed by the ICC Court in accordance with the ICC Rules.” We invite Respondents’
comments on Claimant’s suggestion in the Answer or in any request for an extension of time
for submitting the Answer.
…/…
7
For the sake of administrative efficiency and without prejudice to the Court’s decision or any
agreement the parties may reach as to the number of arbitrators, we will invite the prospective
arbitrator to complete a Statement of Acceptance, Availability, Impartiality and Independence,
which we will send to all parties.
Place of Arbitration
The arbitration agreement in the Share Purchase Agreement provides for Minerville, The
Tech Republic as place of arbitration. The arbitration agreement in the Parent Company
Guarantee does not provide for the place of arbitration. Claimant proposed that
Minerville, The Tech Republic be the place of arbitration.
We invite Respondents’ comments on Claimant’s suggestion in the Answer or in any request

for an extension of time for submitting the Answer.
Language of Arbitration
The arbitration agreement in the Share Purchase Agreement provides for English as
language of arbitration. The arbitration agreement in the Parent Company Guarantee
does not provide for the language of arbitration. Claimant proposed that English be the
language of arbitration.
Respondents are invited to comment on the language of arbitration in the Answer or in any
request for an extension of time for submitting the Answer. If the parties disagree, the arbitral
tribunal will determine the language or languages of arbitration (Article 20).
Amount in dispute
The amount in dispute is currently estimated at BTC 100.
Provisional Advance
The Secretary General fixed the provisional advance (Article 37(1)) to cover the costs of
arbitration until the case management conference on the basis of the Scales of Administrative
Expenses and Arbitrator’s Fees for the Expedited Procedure Provisions and of three arbitrators.
The provisional advance may be readjusted depending on whether the Provisions will
ultimately apply to this arbitration.
…/…
8
We enclose a table on the financial aspect of this arbitration (“Financial Table”) and a Payment
Request for Claimant that indicates the amount to be paid by Claimant and when such payment
is due.
Neither the Court nor the Secretary General will take any decisions until we receive such
payment.
VAT payable on ICC Administrative Expenses
As of 1 January 2021 and to the extent that value added tax (“VAT”) is applicable, ICC
administrative expenses will be subject to VAT. Accordingly, ICC administrative expenses may
be increased by the corresponding amount at the prevailing rate as set out in the Explanatory
Note on VAT Applicable on ICC Administrative Expenses (“Explanatory Note”) available on

the ICC website. The applicable rate under French tax law is currently 20%.
The Secretariat’s requests for payment of the advance on costs will result in the issuance of
invoices that will cover all amounts requested (i.e. amounts to cover ICC administrative
expenses alongside the advance on arbitrators’ fees and expenses). VAT will be charged and
invoiced on the requested advance payments corresponding to the ICC administrative expenses,
as per the principles set forth in the Explanatory Note.
Publication of Information on the Website
Pursuant to section “Publication of Information Regarding Arbitral Tribunals, Industry Sector

and Law Firms Involved” of the Note to Parties and Arbitral Tribunals on the Conduct of the
Arbitration under the ICC Rules of Arbitration (“Note”), the Court publishes on its website
information regarding the names of the arbitrators, their nationality, their role within a tribunal
and the method of their appointment, the parties’ representatives in the case, the industry sector
involved and whether the arbitration is pending or closed. Such information is published after
the Terms of Reference have been transmitted to or approved by the Court, or after the Case
Management Conference in cases where the Expedited Procedure Provisions apply, and will be
updated in the event of a change in the party representation (without however mentioning the
reason for the change). In this respect, the Court publishes such information unless any of the
parties objects by 10 January 2022.
…/…
9
Publication of Awards
Pursuant to section “Publication of Awards, Procedural Orders, Dissenting and/or Concurring

Opinions” of the Note, any award and/or order, as well as any dissenting and/or concurring
opinion (“awards and related documents”) which may be made in the case, may be published
in their entirety, including the names of the parties and the arbitrators, no less than two years
after the date of said notification. The parties may agree to a longer or shorter time period for
publication. Considering that awards and related documents may be published, arbitral tribunals
are encouraged to include in their award a list of names of relevant individuals or entities
involved in the case.
Parties and/or their representatives should consider the relevant applicable laws and establish
whether any legal requirements or limitations may prevent the publication of awards and related
documents, and inform the arbitral tribunal and the Secretariat accordingly. Any information in
this regard available to the Secretariat will be communicated to the parties and the arbitral
tribunal.
We note that the arbitration agreement provides the following: “All awards and procedural
orders made in the arbitration may be published in due course. A party may request the
anonymization of any such award or procedural order before publication.” Therefore,
publication will take place in due course. The Parties may request that any award and related
documents be in all or part anonymised (removal of names and any contextual data that may
lead to identification of individuals, parties or disputes) or pseudonymised (replacement of any
name by one or more artificial identifiers or pseudonyms), in which case it will be upon the
parties to agree on the redactions or accept the redactions proposed by the Secretariat. In case
of publication, we will send the draft to the parties and/or their representatives for their
information, by using the contact details indicated in the award or any contact details
subsequently provided.
Efficient Conduct of the Arbitration
The Rules require the parties and the arbitral tribunal to make every effort to conduct the
arbitration in an expeditious and cost-effective manner having regard to the complexity and
value of the dispute (Article 22(1)).
In making decisions as to costs, the arbitral tribunal may take into account such circumstances
as it considers relevant, including the extent to which each party has conducted the arbitration
in an expeditious and cost-effective manner (Article 38(5)).
…/…
10
Parties, counsel and arbitral tribunals are encouraged to consider implementing case
management techniques designed to make arbitration fair and efficient (Appendix IV to the
Rules). The Note also provides guidance on the organisation of conferences or hearings,
including conducting such conferences and hearings by audioconference, videoconference, or
other similar means of communication (see section “Conduct of the Arbitration” of the Note).
Amicable Settlement
Parties are free to settle their dispute amicably at any time during an arbitration. The parties
may wish to consider conducting an amicable dispute resolution procedure pursuant to the ICC
Mediation Rules, which, in addition to mediation, also allow for the use of other amicable
settlement procedures. ICC can assist the parties in finding a suitable mediator. Further
information is available from the ICC International Centre for ADR at +33 1 49 53 30 53 or
adr@iccwbo.org or www.iccadr.org.
Representation
All future correspondence addressed to Claimant will be sent solely to DENÖEL - GÄRY
INTERNATIONAL LLP.
If Respondents are represented by counsel, we invite Respondents to provide the relevant

contact details.
Each party must promptly inform the Secretariat, the arbitral tribunal and the other parties of
any changes in its representation (Article 17).
Communication with the Secretariat
We invite Respondents to provide their email address/es as the Secretariat generally transmits
correspondence by email.
Your Case Management Team
Elina Zlatanska, Counsel ........................................................ (direct dial number + 0 123 1000)

Verena Waisberg, Deputy Counsel ........................................ (direct dial number + 0 123 1001)
Sussana Trigo, Assistant ........................................................ (direct dial number + 0 123 1066)
Email ....................................................................................................... (ica1000@iccwbo.org)
While maintaining strict neutrality, we are at the parties’ disposal regarding any questions they
may have concerning the application of the Rules. The Note highlights certain key features of
ICC arbitration which also includes key features of the Expedited Procedure Provisions. We
also enclose a Case Information.
…/…
11
Finally, we invite you to visit our website at www.iccarbitration.org to learn more about our
Dispute Resolution services.
Yours faithfully,
Elina Zlatanska
Counsel
Secretariat of the ICC International Court of Arbitration
encl. - ICC Rules of Arbitration (click here to download them)

- Note to Parties and Arbitral Tribunals on the Conduct of the Arbitration under the ICC
Rules of Arbitration (click here to download it)
- Explanatory Note on VAT Applicable on ICC Administrative Expenses available on
the ICC website (click here to download it)
- Financial Table and Payment Request (intentionally excluded from the case file).
12
REQUEST FOR ARBITRATION
2021 ICC Arbitration Rules
Cryptotech Inc.
(Cryptasia)
Claimant
vs.
Bitcoin Investors Company Pte. Ltd. (BIC)

(The Tech Republic)
Respondent 1
Digital Gold Pte. Ltd.

(The Tech Republic)
Respondent 2
3 January 2022
DENöEL - GäRY Intl. LLP

Counsel for Claimant
13
REQUEST FOR ARBITRATION
INTRODUCTION
1. This Request for Arbitration (“Request”) is filed on behalf of Cryptotech Inc. (“Claimant”
or “Cryptotech”) and is based on a Share Purchase Agreement signed on 3 September 2021
(“SPA”) 1 and a Parent Company Guarantee issued on the same date (“Guarantee”).2
2. Pursuant to the SPA, Cryptotech agreed to transfer all of its shares in Bitmine Inc. (“Target
Company” or “Bitmine”) to Bitcoin Investors Company Pte. Ltd. (“Respondent 1” or
“BIC”). The Guarantee was issued on 3 September 2021 by Digital Gold Pte. Ltd. (i.e.,
BIC’s parent company) (“Respondent 2” or “Digital Gold”; together with Respondent 1,
“Respondents”).
3. The SPA provided that the closing date would be 16 November 2021.
4. BIC (i) failed to appear for closing on the scheduled date, (ii) later informed Claimant that
it was withdrawing from the transaction, and (iii) ultimately terminated the SPA alleging
non-existent breaches by Claimant.
THE PARTIES
Claimant
5. Cryptotech is a state-owned technology company 3 involved in various crypto-related

businesses, including cryptography and cryptanalysis, blockchain technology, and bitcoin
mining. Cryptotech is incorporated under the laws of Cryptasia and has its registered
address at 1 Central Square, Cryptasia.
6. Claimant is represented in these proceedings by DENöEL - GäRY International LLP. All

notices to Claimant in this arbitration should be addressed to its counsel by email:
Samantha Denöel – sdenoel@d-g.com

Romain Gäry – rgary@d-g.com
Respondents
7. BIC is a private equity company specializing in cryptocurrency assets and investment in

firms that mine cryptocurrencies or provide the infrastructure for the mining of
cryptocurrencies.
8. BIC is incorporated under the laws of The Tech Republic and has its registered address at
1 George Street, The Tech Republic. BIC is a wholly-owned subsidiary of Digital Gold.
9. Digital Gold is incorporated under the laws of The Tech Republic and has its registered
address at 73 Lukas Boulevard, The Tech Republic. Digital Gold owsn 100% of the shares
in BIC.
10. BIC’s contact details pursuant to the SPA are:

1
C-1.
2
C-1 bis.
3
Three out of five Crytotech’s directors are government officials.
14
 Dylan Dayal – dylan.dayal@bic.com
 Nico Mansor – nico.mansor@bic.com
11. Digital Gold’s contact details pursuant to the Guarantee are:
 Max Magoo – m.magoo@digitalgold.com
STATEMENT OF CLAIMANT'S CASE
The SPA
12. The Target Company, Bitmine, operates several factories and warehouses in Cryptasia with
specialized computers and equipment for the mining of cryptocurrencies. Bitmine was
established by individuals in the private sector in 2011 and was subsequently acquired by
Claimant in 2013.
13. On 3 September 2021, Cryptotech and BIC entered into the SPA, pursuant to which
Claimant agreed to transfer 100% of Bitmine’s shares to BIC. Digital Gold actively
participated in the negotiation of the SPA and issued the Guarantee in connection with
BIC’s obligations under the SPA.
14. Article 2 of the SPA provides that:
1. Upon the terms and subject to the conditions of this Agreement, the Seller shall
sell to the Buyer the Bitmine Shares and the Buyer shall purchase such Bitmine
Shares.
2. Subject to the conditions of this Agreement, the sale and purchase of the Bitmine
Shares shall take place at a closing (the “Closing”) to be held at the offices of
Cryptotech on 16 November 2021 at 10:00 A.M. Cryptasia time, or at such other
place or at such other time or on such other date as the Seller and the Buyer may
mutually agree upon in writing.
3. The purchase price for the Bitmine Shares is 4,000 bitcoin (the “Purchase
Price”). The Buyer shall pay the Purchase Price to the Seller in two tranches
as follows:
a. 400 bitcoin immediately upon the signing of this Agreement; and
b. 3,600 bitcoin at the Closing.
Unless agreed otherwise, payment shall be made by Buyer’s delivery of bitcoin

to the Seller’s wallet at or before 6:00 p.m. (Cryptasia time), free and clear of
liens and other encumbrances. The Seller’s wallet means the location, wallet,
address, account or storage device designated by the Seller in a written notice
given to the Buyer as the location to which the bitcoins should be sent
15. BIC made the downpayment of 400 bitcoin upon the signing of the SPA.
15
Subsequent events
16. On 16 October 2021, in light of the rise of the price of bitcoin, BIC proposed to Cryptotech
that the SPA be amended to adjust the purchase price based on the change in the USD value
of bitcoin since the SPA was signed.4
17. On 19 October 2021, Cryptotech rejected BIC’s proposal.5
18. The 16 November 2021 closing date passed by without further notice from BIC as to its
intentions.
19. On 19 November 2021, BIC informed Cryptotech at a meeting that it was withdrawing from
the transaction.
20. On 22 November 2021, Cryptotech issued a letter of demand requiring BIC to close the
transaction on 25 November 2021.
21. BIC failed to close the transaction on 25 November 2021 as demanded by Cryptotech.
Instead, BIC issued a letter on the same day purporting to terminate the SPA.6
22. Cryptotech has been unable to sell its shares in Bitmine to a third party until today.
Negotiations are however being conducted in order to obtain the highest possible price.
Respondent 1's Breaches of the SPA
23. BIC (i) breached Article 2 of the SPA by failing to close the transaction on 16 November
2021 or at all, and (ii) wrongfully terminated the SPA in bad faith.
Respondent 2's Liability for Respondent 1’s Breaches of the SPA
24. Digital Gold issued the Guarantee undertaking to be jointly and severally liable for BIC’s
performance of the SPA. Thus, Digital Gold is jointly and severally liable for the damages
suffered by Cryptotech in connection with BIC’s breaches.
Claimant's Requests for Relief
25. For the foregoing reasons, Claimant respectfully requests that the Arbitral Tribunal renders
an award:
1) declaring that Respondent 1 breached Article 2 of the SPA and unlawfully terminated
the SPA;
2) declaring that Respondent 2 is jointly and severally liable for Respondent 1’s breach of
the SPA;
3) ordering Respondents to pay Claimant damages to be quantified in due course for the
losses incurred by Claimant because of Respondent 1’s breach;
4
C-2.
5
C-2.
6
C-3.
16
4) awarding Claimant’s costs in these proceedings; and
5) ordering any further or additional relief that the Arbitral Tribunal deems appropriate.
PROCEDURAL MATTERS
The Arbitration Agreement, Law, Language and Place of Arbitration
26. Pursuant to Article 9.2 of the SPA and Article 14 of the Guarantee, the Parties have agreed
upon the resolution of their disputes by ICC arbitration by the following terms:
Article 9.2 of the SPA
“Any action arising out of or relating to this Agreement or its subject matter shall be
finally settled by arbitration. The place of arbitration shall be Minerville, The Tech
Republic, and the arbitration shall be administered by the International Chamber of
Commerce (the “ICC”) in accordance with the arbitration rules of the ICC in force at
the date of commencement of the arbitration (the “ICC Rules”). The arbitration shall
be decided by a tribunal of three (3) arbitrators, whose appointment shall be in
accordance with the ICC Rules. The Parties agree, pursuant to Article 30(2)(b) of the
ICC Rules, that the Expedited Procedure Rules shall apply irrespective of the amount
in dispute. The arbitration proceedings shall be in English. The award of the arbitration
shall be final and conclusive and binding upon the parties as from the date rendered.”
Article 14 of the Guarantee
“All disputes arising out of or in connection with this Parent Company Guarantee shall
be finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules.”
27. Claimant and Respondents are signatories to the arbitration agreements.
28. Article 9.2 of the SPA also provides that the arbitration shall be conducted in the English
language and that the place of the arbitration is Minerville, The Tech Republic. Article 14
of the Guarantee, which follows the model ICC arbitration clause, does not specify the
language or place of arbitration.
29. Claimant proposes that Minerville (The Tech Republic) be the place of arbitration and
English the language of the arbitration.
30. Pursuant to Article 9.1 of the SPA and Article 13 of the Guarantee, the applicable law is
Cryptasian Law:
“This Agreement is governed by the laws of Cryptasia.”
“This Parent Company Guarantee shall be governed by, and construed in accordance
with, the laws of Cryptasia, without reference to any choice of law principle that would
result in the application of any other law.”
Constitution of the Arbitral Tribunal
31. Under the SPA, the Parties have agreed that disputes shall be referred to three arbitrators to
be appointed in accordance with the ICC Rules. The Parties have further agreed that the
arbitration is conducted under the Expedited Procedure Provisions (“EPP”).
17
32. The Guarantee does not specify the number of arbitrators, but Claimant still proposes that
the dispute be submitted to three arbitrators under the EPP.
33. Pursuant to Article 12(4) of the ICC Rules, Claimant nominates Andrea Saddemi (Saddemi
Studio Legale) as arbitrator.
34. It is Claimant's understanding that Andrea Saddemi is independent of the parties in this
arbitration and is impartial.
35. The contact details are as follows: andrea-saddemi@italo-arbiter.com.
36. Claimant suggests that the co-arbitrators be first given a chance to select and jointly agree
upon the president of the Arbitral Tribunal. If the co-arbitrators cannot reach an agreement
upon the president within 30 days of their confirmation, the president should then be
appointed by the ICC Court in accordance with the ICC Rules.
37. Given that Claimant is a state-owned entity, a direct appointment by the ICC Court would
be warranted under Article 13(4)(a) of the ICC Rules.
Amount in Dispute
38. For the purposes of determining the amount in controversy, Claimant states that the value
at stake is currently estimated to be a minimum of BTC 100 (cf. current exchange rate of
bitcoin).
Reservation of Rights
39. Claimant reserves the right to make further submissions of fact and law in support of its
claims, and to amend, supplement and augment the claims stated herein, including the
amount in dispute.
Submission and Notification of the Request for Arbitration
40. Claimant has paid the US$ 5,000 filing fee as required by Appendix III, Article 1(1) of the
ICC Rules.
41. It is requested that the Request be promptly notified to Respondents by email, in accordance
with Article 3(2) of the Rules.
3 January 2022
Respectfully submitted for and on behalf of Cryptotech Inc.
DENöEL - GäRY International LLP

Samantha Denöel
Romain Gäry
18
Exhibits – REQUEST FOR ARBITRATION
C-1 Share Purchase Agreement between Cryptotech Inc. and Bitcoin Investors Company
Pte. Ltd. (BIC) dated 3 October 2021
C-1 bis Guarantee issued by Digital Gold Pte. Ltd. dated 3 September 2021
C-2 Claimant’s rejection of SPA’s purchase price adjustment dated 29 October 2021
C-3 Termination of the Share Purchase Agreement dated 25 November 2021
19
Exhibit C-1 / Exhibit R-1
SHARE PURCHASE AGREEMENT (this “Agreement”), dated 3 September 2021, between

Cryptotech Inc. (the “Seller”), a company incorporated in Cryptasia, and Bitcoin Investors
Company Pte. Ltd. (the “Buyer”), a company incorporated in The Tech Republic.
WHEREAS the Seller owns all the issued and outstanding ordinary shares (the “Bitmine
Shares”) in Bitmine Inc., a company incorporated in Cryptasia and engaged in the business of
bitcoin mining (“Bitmine”, the “Target Company”).
WHEREAS the Seller wishes to sell to the Buyer and the Buyer wishes to purchase from the
Seller the Bitmine Shares upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set
forth, and intending to be legally bound, the Seller and the Buyer hereby agree as follows:
ARTICLE 1
Definitions
For the purposes of this Agreement:
“Business”: means Bitmine’s business of using computer systems to mine bitcoin.
[…]
“Law” means any federal, national, supranational, state, provincial, local or similar statute, law,
ordinance, regulation, communiqué, rule, code, order, requirement or rule of law.
“Liabilities”: means any and all debts, liabilities and obligations, including those arising under
any Law and those arising under any contract, agreement, arrangement, commitment or
undertaking.
[…]
“Material Adverse Effect”: means any change in or effect on the Business of the Target
Company that: (a) is or is reasonably likely to be materially adverse to the business, operations,
assets or liabilities or the condition (financial or otherwise) of the Business or (b) is reasonably
likely to materially and adversely affect the ability of the Purchaser to operate or conduct the
Business in the manner in which it is currently or contemplated to be operated or conducted by
the Target Company.
[…]
20
ARTICLE 2
Sale and purchase
1. Upon the terms and subject to the conditions of this Agreement, the Seller shall sell to the
Buyer the Bitmine Shares and the Buyer shall purchase such Bitmine Shares.
2. Subject to the conditions of this Agreement, the sale and purchase of the Bitmine Shares
shall take place at a closing (the “Closing”) to be held at the offices of Cryptotech on
16 November 2021 at 10:00 A.M. Cryptasia time, or at such other place or at such other
time or on such other date as the Seller and the Buyer may mutually agree upon in
writing.
3. The purchase price for the Bitmine Shares is 4,000 bitcoin (the “Purchase Price”). The
Buyer shall pay the Purchase Price to the Seller in two tranches as follows:
a. 400 bitcoin immediately upon the signing of this Agreement; and

b. 3,600 bitcoin at the Closing.
Unless agreed otherwise, payment shall be made by Buyer’s delivery of bitcoin to the
Seller’s wallet at or before 6:00 p.m. (Cryptasia time), free and clear of liens and other
encumbrances. The Seller’s wallet means the location, wallet, address, account or storage
device designated by the Seller in a written notice given to the Buyer as the location to
which the bitcoins should be sent.
[…]
ARTICLE 4
Representations and warranties of the Seller
[…]
4. Compliance with Laws. The Target Company has conducted and continues to conduct
the Business in accordance with all applicable Laws and is not in violation of any such
Law.
5. Full Disclosure. None of the Seller’s officers is aware of any facts relating to the Seller
or the Target Company that could reasonably be expected to have a Material Adverse
Effect and which have not been disclosed in this Agreement or in the Disclosure
Schedule.
[…]
21
ARTICLE 5
Representations and warranties of the Buyer
1. Due Diligence. The Buyer has entered into this Agreement after having conducted a legal
and financial due diligence review and obtaining full independent legal and financial
professional advice in respect of the investment made herein and the applicable Law
relating to the Business.
2. Brokers and Intermediaries. The Buyer has not employed any broker, finder, or
intermediary in connection with the transaction contemplated by this Agreement which
who be entitled to a broker’s, finder’s, or similar fee or commission in connection
therewith or upon the consummation thereof.
[…]
ARTICLE 6
Conditions to Closing
1. The Buyer agrees to close the transaction in the manner contemplated subject to:
a. The representations and warranties of the Seller contained in this Agreement
being materially true and correct as of the Closing;
[…]
ARTICLE 7
Additional Agreements
[…]
5. Notice of Developments. Prior to the Closing, the Seller shall promptly notify the Buyer
in writing of (a) all events, circumstances, facts and occurrences, whether arising before
or after the date of this Agreement, which could result in any breach of a representation
or warranty or covenant in this Agreement or which could have the effect of making any
representation or warranty in this Agreement untrue or incorrect in any respect and (b) all
other material developments affecting the assets, Liabilities, business, financial condition,
22
operations, results of operations, customer or supplier relations or employee relations of

the Target Company.
6. Further Action. Each of the Parties hereto shall use all reasonable efforts to take, or
cause to be taken, all appropriate action, do or cause to be done all things necessary,
proper or advisable under applicable Law, and to execute and deliver such documents and
other papers, as may be required to carry out the provisions of this Agreement and
consummate and make effective the transactions contemplated hereby and thereby.
[…]
ARTICLE 8
Termination
1. This Agreement may be terminated by the Buyer at any time prior to the Closing if any of
the following events occur:
a. a material breach of any representation and warranty made by the Seller that
cannot be cured before the date of the Closing;
[…]
e. a breach of Clause 10 (Anti-Corruption), subject to the conditions established

therein;
[…]
ARTICLE 9
Dispute resolution
1. This agreement is governed by the laws of Cryptasia.
2. Any action arising out of or relating to this Agreement or its subject matter shall be
Commerce (the “ICC”) in accordance with the arbitration rules of the ICC in force at the
date of commencement of the arbitration (the “ICC Rules”). The arbitration shall be
decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance
with the ICC Rules. The Parties agree, pursuant to Article 30(2)(b) of the ICC Rules, that
the Expedited Procedure Rules shall apply irrespective of the amount in dispute. The
arbitration proceedings shall be in English. The award of the arbitration shall be final and
conclusive and binding upon the parties as from the date rendered.
23
3. All awards and procedural orders made in the arbitration may be published in due course.
A party may request the anonymization of any such award or procedural order before
publication.
[…]
ARTICLE 10
Anti-Corruption1
1. Each Party hereby undertakes that, at the date of the entering into force of the Contract,
itself, its directors, officers or employees have not offered, promised, given, authorized,
solicited or accepted any undue pecuniary or other advantage of any kind (or implied that
they will or might do any such thing at any time in the future) in any way connected with
the Contract and that it has taken reasonable measures to prevent subcontractors, agents
or any other third parties, subject to its control or determining influence, from doing so.
2. The Parties agree that, at all times in connection with and throughout the course of the
Contract and thereafter, they will comply with and that they will take reasonable
measures to ensure that their subcontractors, agents or other third parties, subject to their
control or determining influence, will comply with Part I of the ICC Rules on Combating
Corruption 2011, which is hereby incorporated by reference into the Contract, as if
written out in the Contract in full.
3. If a Party, as a result of the exercise of a contractually-provided audit right, if any, of the

other Party’s accounting books and financial records, or otherwise, brings evidence that
the latter Party has been engaging in material or several repeated breaches of the
provisions of Part I of the ICC Rules on Combating Corruption 2011, it will notify the
latter Party accordingly and require such Party to take the necessary remedial action in a
reasonable time and to inform it about such action. If the latter Party fails to take the
necessary remedial action, or if such remedial action is not possible, it may invoke a
defence by proving that by the time the evidence of breach(es) had arisen, it had put into
place adequate anti-corruption preventive measures, as described in Article 10 of the ICC
Rules on Combating Corruption 2011, adapted to its particular circumstances and capable
of detecting corruption and of promoting a culture of integrity in its organization. If no
remedial action is taken or, as the case may be, the defence is not effectively invoked, the
first Party may, at its discretion, either suspend the Contract or terminate it, it being
understood that all amounts contractually due at the time of suspension or termination of
the Contract will remain payable, as far as permitted by applicable law.
4. Any entity, whether an arbitral tribunal or other dispute resolution body, rendering a
decision in accordance with the dispute resolution provisions of the Contract, shall have
the authority to determine the contractual consequences of any alleged non-compliance
with this ICC Anti-corruption Clause.
1
ICC Anti-Corruption Clause, 2012 © International Chamber of Commerce.
24
IN WITNESS WHEREOF the Parties have executed this Agreement on 3 September 2021.
[Signatures]
25
Exhibit C-1 bis / Exhibit R-1 bis
PARENT COMPANY GUARANTEE
THIS PARENT COMPANY GUARANTEE (“Parent Company Guarantee”), dated 3 September 2021,
is executed by:
(1) Digital Gold Pte. Ltd., a company registered under the laws of The Tech Republic having its
registered office: 73, Lukas Boulevard, The Tech Republic (“Guarantor”).
For the sole benefit of:
(2) Cryptotech Inc., a company registered under the laws of Cryptasia having its registered office
at 1 Central Square, Cryptasia (“Beneficiary”).
Recitals:
A. The Beneficiary and Bitcoin Investors Company Pte. Ltd. (“Counterparty”), a wholly-owned
subsidiary of the Guarantor, are parties to the Share Purchase Agreement signed on 3 September
2021 (“SPA”).
B. The Guarantor has agreed to guarantee the performance by the Counterparty of its obligations
and liabilities under the SPA and provide the Counterparty with an indemnity in respect of such
obligations of the Seller.
NOW THIS PARENT COMPANY GUARANTEE WITNESSES as follows:
1. Guarantor for itself, its successors and assigns, hereby irrevocably and unconditionally
guarantees to Beneficiary, its successors and assigns, the full and faithful performance by
Counterparty of each and every one of the terms, provisions, conditions, obligations on the part
of Counterparty to be made, carried out, performed or observed according to the SPA
(the “Guaranteed Obligations”).
2. If at any time, default is made by Counterparty in the performance of any of the Guaranteed
Obligations, Guarantor shall on simple demand of Beneficiary take all the necessary steps to
remedy or cause such breach or default to be remedied, and will pay any costs, expenses,
damages, losses that may be payable under the SPA in consequence of such breach or default
by Counterparty and shall indemnify Beneficiary in respect of any loss, costs and expenses
incurred as a result of Counterparty’s failure to perform in whole or in part any of the
Guaranteed Obligations.
[…]
12. All notices or other communications to Guarantor shall be in writing given in the same manner
and with the same effect as set forth in the SPA.
Guarantor's address for notices is:

73, Lukas Boulevard
Minerville 8484
The Tech Republic
Attn: Max Magoo, Chief Financial Officer
Email: m.magoo@digitalgold.com
13. This Parent Company Guarantee shall be governed by, and construed in accordance with, the
laws of Cryptasia, without reference to any choice of law principle that would result in the
application of any other law.
26
Exhibit C-1 bis / Exhibit R-1 bis
14. All disputes arising out of or in connection with this Parent Company Guarantee shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said Rules.
IN WITNESS WHEREOF, the Guarantor has executed this Parent Company Guarantee on the date
stated above.
For and on behalf of {signed and sealed}
27
Exhibit C-2
From: Mansor, Nico <Nico.Mansor@bic.com>

Sent: Tuesday, October 19, 2021 5:15 PM
To: Hong, Charlie <Charlie.Hong@cryptotech.com>
Subject: Payment of purchase price
We find it very disappointing that you are taking such a strict approach, ignoring our previous
conversations and agreement on flexibility. If you maintain that position, you will leave us with no other
option than to taking a similarly strict approach.
Nico
From: Hong, Charlie <Charlie.Hong@cryptotech.com>

Sent: Tuesday, October 19, 2021 11:20 AM
To: Mansor, Nico <Nico.Mansor@bic.com>
Subject: RE: Adjustment to Bitmine purchase price
Dear Nico,
I’m afraid that Cryptotech cannot accept BIC’s proposal. When we agreed to a purchase price
denominated in bitcoin, we both knew that the price of bitcoin could fluctuate somewhat between the
date of the SPA and the Closing. A change of 22% (or even more) is not unusual for bitcoin is not a
sufficient basis to renegotiate the terms of the SPA. Indeed, we assumed that BIC would have had
sufficient bitcoin already on hand to complete the agreed transaction, so volatility shouldn’t be an issue.
In any event, this is an issue for BIC to resolve.
We look forward to closing the deal as agreed on 16 November.
Best Regards,
Charlie
Charlie Hong
Chief Executive Officer
Cryptotech Inc

Sent: Saturday, October 16, 2021 10:06 AM
28
Exhibit C-2

Subject: Payment of purchase price
Dear Charlie
We refer to the sale and purchase of Bitmine which is scheduled to be closed on 16 November 2021.
Since we signed the SPA, the price of one bitcoin has risen to more than USD 61,000, which represents a
staggering 22% increase compared to its price on the date of the SPA of around USD 50,000. There is a
possibility of a further substantial price movements between now and the date of the Closing. These
drastic price fluctuations may impede the completion of the transaction.
As you recall, we agreed to denominate the purchase price in BTC provided that we would have some
flexibility in cases like this. Therefore, we would suggest adjusting the amount of bitcoin to be paid at
the Closing to be equivalent to USD 200 million as previously agreed. We note that this proposal also
eliminates Cryptotech’s exposure to the risk of a precipitous decline in the price of Bitcoin between now
and the date of the Closing.
Please let us know if you agree.
Sincerely
Nico
29
Exhibit C-3
[BIC Letterhead]
CRYPTOTECH INC
1 Central Square
Cryptasia
25 November 2021
Dear Sir / Madam
Termination of Share Purchase Agreement dated 3 September 2021 (“SPA”)
1. We write regarding your letter dated 22 November 2021 and the SPA between Cryptotech
and BIC. In that letter, you demanded that BIC close the transaction contemplated under
the SPA on 25 November 2021.
2. For the avoidance of doubt, we will not be attending the Closing meeting. The conditions
for Closing under the terms of the SPA have not been met and BIC is under no obligation
to proceed with the transaction.
3. Furthermore, it has come to our attention that Cryptotech has committed material breaches
of its representations and warranties under the SPA, including but not limited to:
a) Article 4(2) – “Absence of Undisclosed Liabilities”;

b) Article 4(3) – “Financial Information; Books and Records”;
c) Article 4(4) – “Compliance with Laws”; and
d) Article 4(5) – “Full Disclosure”.
4. In view of these breaches by Cryptotech, regrettably, BIC hereby exercises its rights under
Article 8 of the SPA and terminates the SPA with immediate effect.
5. It follows that BIC is entitled to the return of the 400 BTC that was paid to Cryptotech on
3 September 2021, and we request that this amount be repaid to us immediately.
6. All of our rights are reserved in full.
Yours sincerely,
[Signature]
Mukesh Thiru
Chairman of BIC
30
5 January 2022
2700B/EZA (EPP)
Andrea Saddemi
SADDEMI STUDIO LEGALE
By email: andrea-saddemi@italo-arbiter.com
Dear Madame/Sir,
The Secretariat of the ICC International Court of Arbitration (“Secretariat”) informs you that
you have been nominated by Claimant for confirmation as co-arbitrator.
Please note that in all future correspondence, any capitalised term not otherwise defined will
have the meaning ascribed to it in the Rules and references to Articles of the Rules generally
will appear as: “(Article ***)”.
Documents to the Arbitrator
We invite you to read carefully the enclosed Case Information which also includes certain
related entities to the arbitration, and the Note to Parties and Arbitral Tribunals on the Conduct
of the Arbitration under the ICC Rules of Arbitration (“Note”).
Pursuant to Article 3(2) and section “Communications” of the Note, the Secretariat will
generally send correspondence by email, and will transmit the file to the arbitral tribunal by
email.
Documents to be provided to the Secretariat
Please complete, sign and email to ica1000@iccwbo.org by 10 January 2022, the enclosed
forms of (i) Statement of Acceptance, Availability, Impartiality and Independence
(“Statement”), (ii) curriculum vitae, and (iii) Banking Instructions, which we encourage you to
complete electronically.
Before completing the Statement, please take the time to respond to the question concerning
your availability at the top of page two. The question should be answered by providing dates
that you have already booked in your diary and that you would not be able to use for purposes
of hearings or meetings in this arbitration.
…/…
31
Expedited Procedure
We draw your attention to the fact that this arbitration falls under the Expedited Procedure
Provisions (“Provisions”) of the ICC Rules of Arbitration (Appendix VI), and to the following
main features of such Provisions:
 Time limit of 15 days to convene the case management conference (Article 3(3) of
Appendix VI).
 Time limit of 6 months to render the final award from the date of the case management
conference (Article 4(1) of Appendix VI).
 The procedural timetable established by the arbitral tribunal must take into account that
this time limit includes the submission of the draft final award to the Court for scrutiny,
its approval and its notification to the parties (Article 4(1) of Appendix VI).
 No new claims shall be made after the arbitral tribunal has been confirmed or appointed
unless the latter authorises it (Article 3(2) of Appendix VI).
 The arbitral tribunal may decide not to allow requests for document production or to
limit their number (Article 3(4) of Appendix VI).
 The arbitral tribunal may decide the dispute solely on the documents submitted by the
parties (Article 3(5) of Appendix VI).
 The Court may, at any time during the arbitral proceedings, on its own motion or upon
the request of a party, and after consultation with the arbitral tribunal and the parties,
decide that the Provisions shall no longer apply to this arbitration (Article 1(4) of
Appendix VI).
 The Scales of Arbitrator’s Fees applicable to the Expedited Procedure Provisions.

after the date of their notification. The parties may agree to a longer or shorter time period for
are encouraged to include in their awards a list of names of relevant individuals or entities
…/…
32
The arbitration agreement provides the following: “All awards and procedural orders made in
the arbitration may be published in due course. A party may request the anonymization of any
such award or procedural order before publication.”
If you have questions, please do not hesitate to contact us.
Yours faithfully,
Elina Zlatanska
Counsel
encl. - Case Information (intentionally excluded from the case file)

- Note to Parties and Arbitral Tribunals on the Conduct of the Arbitration under the
ICC Rules of Arbitration (click here to download it)
- ICC Rules of Arbitration (click here to download them)
- Statement of Acceptance, Availability, Impartiality and Independence Form under
the Expedited Procedure Provisions (intentionally excluded from the case file)
- Curriculum vitae Form (intentionally excluded from the case file)
cc. - Samantha Denöel By email: sdenoel@d-g.com

- Romain Gäry By email: rgary@d-g.com
- Dylan Dayal By email: dylan.dayal@bic.com
- Nico Mansor By email: nico.mansor@bic.com
- Max Magoo By email: m.magoo@digitalgold.com
33
12 January 2022
2700B/EZA (EPP)
Samantha Denöel
Romain Gäry
rgary@d-g.com
Dylan Dayal
Nico Mansor
BITCOIN INVESTORS COMPANY PTE LTD.
By email: dylan.dayal@bic.com
nico.mansor@bic.com
Max Magoo
DIGITAL GOLD PTE LTD.
By email: m.magoo@digitalgold.com
The Secretariat encloses a copy of the Statement of Acceptance, Availability, Impartiality and
Independence, as well as the curriculum vitae of Andrea Saddemi, whom Claimant has
nominated as co-arbitrator.
Yours faithfully,
Elina Zlatanska
Counsel
encl. - Statement of Acceptance, Availability, Impartiality and Independence of Andrea

Saddemi
- Curriculum Vitae of Andrea Saddemi (intentionally excluded from the case file)
cc. - Andrea Saddemi By email: andrea-saddemi@italo-arbiter.com
34
2700B/EZA (EPP)
CASE N° ____________________
2017 & 2021 RULES - EXPEDITED PROCEDURE

ICC ARBITRATOR STATEMENT OF ACCEPTANCE,
AVAILABILITY, IMPARTIALITY AND INDEPENDENCE
Family Name(s): Saddemi
Given Name(s): Andrea
Please tick all relevant boxes.
1. ACCEPTANCE
Acceptance
X I accept to serve as arbitrator under and in accordance with the ICC Rules of Arbitration (“Rules”).
(i) I confirm that I am familiar with the Rules and in particular with the Expedited Procedure
Provisions. (ii) I accept that my fees will be fixed exclusively by the ICC Court (Article 2(4) of
Appendix III to the Rules) and my expenses paid pursuant to the Note to Parties and Arbitral
Tribunals on the Conduct of the Arbitration under the ICC Rules of Arbitration (“Note”). (iii) I
acknowledge that my name, nationality, role, the method of my selection and the termination of my
assignment will be published on the ICC Court’s website, unless otherwise agreed by the parties.
(iv) I also acknowledge that my award(s) and procedural order(s) may be published pursuant to the
Note. The processing operations under (iii) and (iv) are necessary for the purposes of legitimate
interests pursued by the parties, arbitrators and the public in accessing transparent information
about ICC Arbitration to assist them in their decision making, and in pursuing their legitimate
interests and fundamental procedural rights through arbitration. I can object to the publication if my
interests and fundamental rights and freedoms override such legitimate interests.
Non-Acceptance
I decline to serve as arbitrator in this case. (If you tick here, simply date and sign the form without
completing any other sections.)
2. AVAILABILITY
x I confirm, on the basis of the information presently available to me, that I can devote the time
necessary to conduct this arbitration under the Expedited Procedure Provisions throughout the
entire duration of the case as diligently, efficiently and expeditiously as possible in accordance
with the time limits in the Rules, subject to any extensions granted by the Court pursuant to
Articles 3(3) and 4(1) of the Expedited Procedure Provisions. I understand that it is important to
complete the arbitration as promptly as reasonably practicable and that the ICC Court will
consider the duration and conduct of the proceedings when fixing my fees (Article 2(2) of
Appendix III to the Rules). My current professional engagements are as below for the
information of the ICC Court and the parties.
Number of currently pending cases in which I am involved (i.e. arbitrations and activities pending now,
not previous experience; additional details you wish to make known to the ICC Court and to the parties in
relation to these matters can be provided on a separate sheet):
As tribunal chair /
As co-arbitrator As counsel
sole arbitrator
Arbitrations 1 3
Court litigation Not applicable Not applicable
35
x I have marked in the annexed calendar for the next 24 months all currently scheduled hearings
and other existing commitments that would prevent me from sitting in a hearing on this matter.
x I have further marked in the box below or on a separate sheet any other relevant information
regarding my availability.
I have not marked any dates in the annexed calendar as I have no existing commitments that
would prevent me from sitting in a hearing on this matter.
3. INDEPENDENCE and IMPARTIALITY

(Tick one box and provide details below and/or, if necessary, on a separate sheet)
In deciding which box to tick, you should take into account, having regard to Article 11(2) of the
Rules, whether there exists any past or present relationship, direct or indirect, whether financial,
professional or of any other kind, between you and any of the parties, their lawyers or other
representatives, or related entities and individuals. Any doubt must be resolved in favour of
disclosure. Any disclosure should be complete and specific, identifying inter alia relevant dates
(both start and end dates), financial arrangements, details of companies and individuals, and all
other relevant information. In deciding which box to tick and as the case may be in preparing your
disclosure, you should also consult with care the relevant sections of the Note.
x Nothing to disclose: I am impartial and independent and intend to remain so. To the best of
my knowledge, and having made due enquiry, there are no facts or circumstances, past or
present, that I should disclose because they might be of such a nature as to call into question
my independence in the eyes of any of the parties and no circumstances that could give rise to
reasonable doubts as to my impartiality.
Acceptance with disclosure: I am impartial and independent and intend to remain so.
However, mindful of my obligation to disclose any facts or circumstances which might be of
such a nature as to call into question my independence in the eyes of any of the parties or that
could give rise to reasonable doubts as to my impartiality, I draw attention to the matters below
and/or on the attached sheet.
Use one of the following options to sign the document:

1) Copy your signature from a Word document and paste it in this form.
2) Draw your ink signature (click here for further assistance).
3) Add your electronic signature.
4) Print the form, sign it and scan it.
Date: 10 January 2022 Signature:
Disclaimer: Your personal data is collected by ICC as data controller, for the purpose of conducting ICC proceedings. You have the
right to access, rectify, erase, the right to portability of your personal data, the right to restrict and object the processing, by sending an
email to dataprotection@iccwbo.org or writing to the International Chamber of Commerce, ICC DPO, 33-43 avenue du Président
Wilson 75116 Paris, France. For further information about this processing, please visit the ICC Data Privacy Notice for ICC Dispute
Resolution Proceedings page.
36
2022
JANUARY FEBRUARY
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JANUARY FEBRUARY
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JANUARY FEBRUARY
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25 26 27 28 29 30
30 31
39
4 February 2022
2700B/EZA (EPP)
Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki

James Brothers
AYAKI & BROTHERS INC.
By email: sy@ayaki.sn
jb@ayaki.sn
The Secretariat of the ICC International Court of Arbitration (“Secretariat”) acknowledges

receipt an electronic copy of Respondents’ Answer to the Request for Arbitration and
counterclaims (“Answer”) dated 3 February 2022, and of the documents annexed thereto.
Answer and Counterclaims
A copy of the Answer (Article 5(1)) and counterclaims (Article 5(5)) is enclosed for Claimant
(Article 5(4)), whose Reply is due within 30 days (Article 5(6)).
Expedited Procedure Provisions
We note that Respondents agree with the application of the Expedited Procedure Provisions, as
proposed by Claimant. Subject to any indication within 5 days that a party intends to join an
additional party, the Provisions shall apply.
…/…
40
Constitution on the arbitral tribunal
Respondents agree with Claimant’s proposal to have three arbitrators and nominated
Dominique (Dom) Xi-Tzang as co-arbitrator.
We will invite the prospective arbitrator to complete a Statement of Acceptance, Availability,

Impartiality and Independence, which we will send to all parties.
We take note that Respondents “agree with Claimant's proposal that the co-arbitrators attempt
to jointly nominate the president within thirty (30) days from the date of the co-arbitrators'
confirmation.”
Place of Arbitration
Respondents agree with Claimant’s proposal that Minerville, The Tech Republic, be the place
of arbitration.
Language of Arbitration
Respondents agree with Claimant’s proposal that English be the language of arbitration.
Amount in Dispute
We enclose a table on the financial aspect of the arbitration (“Financial Table”). Without
prejudice to the Court’s decision pursuant to Article 6(4), the Court will fix the advance on
costs.
Provisional advance
As the provisional advance has been fully paid, we will transmit the file to the arbitral tribunal,
once constituted (Article 16).
…/…
41
Representation by Counsel
We understand that Respondents are represented by AYAKI & BROTHERS INC. Accordingly,
all future correspondence addressed to Respondents will be sent solely to AYAKI &
BROTHERS INC.
Each party must promptly inform the Secretariat, the arbitral tribunal and the other parties of
any changes in its representation (Article 17).
Yours faithfully,
Elina Zlatanska
Counsel
encl. - Answer to the Request and counterclaims (for Claimant)

- Case Information (intentionally excluded from the case file)
- Financial Table (intentionally excluded from the case file)
42
International Chamber of Commerce
International Court of Arbitration
ICC Case No. 2700B/EZA (EPP)
Cryptotech Inc.
Claimant
v.
Bitcoin Investors Company Pte. Ltd.

Respondent 1

Respondent 2
Answer to Request
and Counterclaim
3 February 2022
Ayaki & Brothers Inc.

Counsel for Respondents
43
I Introduction
1. Respondents, Bitcoin Investors Company Pte. Ltd. (BIC) and Digital Gold Pte. Ltd.
(Digital Gold) hereby submit their Answer to the Request for Arbitration (Answer) in
accordance with the letter from the Secretariat of the ICC International Court of Arbitration
(ICC Secretariat).
2. Following a Preliminary Statement (Section II), we begin this Answer with a brief review of
the salient aspects of the factual background of the dispute (Section III). We then explain
why the sums claimed by Cryptotech Inc. (Cryptotech) are not due and why BIC was
entitled to terminate the Agreement (Section IV). Next, we discuss public policy (Section
V) and our requests for relief (Section VI). Finally, procedural matters are addressed in
Section VII.
II Preliminary Statement
3. Cryptotech's principal claim is in respect of BIC’s failure to close the transaction, pursuant
to a Share Purchase Agreement dated September 3, 2021 (the Agreement).
4. BIC has indeed terminated the Agreement because of Bitmine Inc. (Bitmine)’s failure to
comply with Cryptasian’s energy regulations (the Energy Regulations), a fact that
Cryptotech failed to disclose to Respondents before entering into the Agreement.
5. This resulted in several breaches of the Agreement by Cryptotech and entitled BIC to
validly terminate the Agreement under Article 8(1)(a).
III Factual Background
6. In this section of the Answer, we will first describe the Parties (A), then provide some
comments relating to the pre-contractual negotiations and the signing of the Agreement (B)
and finally describe the performance of the Agreement (C).
A. The Parties
7. Cryptotech and Bitmine: The information provided in the Request about Cryptotech and
Bitmine is not disputed.
44
8. BIC: As indicated by Claimant, BIC is a private equity company incorporated in The Tech
Republic. It specializes in cryptocurrency assets and invests in firms that mine
cryptocurrencies or provide the infrastructure for the mining of cryptocurrencies.
9. Digital Gold: As indicated by Claimant, Digital Gold is a corporation incorporated in The

Tech Republic, specializing in cryptocurrency assets and investments in firms that mine
cryptocurrencies or provide the infrastructure for the mining of cryptocurrencies. Digital
Gold is BIC’s parent company.
10. BIC and Digital Gold are represented in this arbitration by AYAKI & BROTHERS. All
communications should be directed to its counsel at the following addresses:
Sae Youn Ayaki – sy@ayaki.sn

James Brothers – jb@ayaki.sn
B. The Pre-Contractual Phase and signing of the Agreement
11. In late June 2021, BIC was informed by Adam Smith, a former public official in Cryptasia
with personal connections with Cryptotech and the Cryptasian government, that Cryptotech
was searching for a buyer to purchase all its shares in Bitmine.
12. BIC was interested in the opportunity and engaged Adam Smith on July 1, 2021 to provide
advisory and consulting services in respect of the proposed transaction with Cryptotech
(R-1 ter).
13. BIC then sent a letter to Cryptotech on July 5, 2021 to express its interest in acquiring
Bitmine and request an opportunity to conduct due diligence on the company.
14. On July 12, 2021, BIC and Cryptotech signed a Non-Binding Term Sheet with respect the
proposed transaction.
15. From July 14, 2021 to August 10, 2021, BIC performed due diligence on Bitmine.
16. On August 16, 2021, BIC wrote to Cryptotech indicating that it was satisfied with its due
diligence findings and had all the necessary regulatory and internal approvals needed to
acquire Bitmine. The parties then proceeded to negotiate the terms of the sale transaction.
45
17. On September 3, 2021, Cryptotech and BIC signed the Agreement (R-1), and BIC paid
BTC 400 to Cryptotech as a down payment under the terms of the Agreement. On the
same date, Digital Gold issued the Parent Company Guarantee (R-1 bis).
18. The closing of the transactions never took place because of BIC’s discovery of essential
elements that were not disclosed by Claimant during the due diligence phase as well as
acts of corruption committed by Claimant in breach of public policy.
C. The Performance of the Agreement
19. On September 13, 2021, several BIC employees were deployed to Bitmine’s premises to
gain familiarity with the day-to-day management and operations of Bitmine.
20. On September 14, 2021, BIC was informed that Bitmine needed to transition some of its
existing energy supply contracts to renewable energy sources to comply with the Energy
Regulations, which BIC had breached in 2020 and was on track to breach again in 2021.
These breaches were not disclosed to BIC before the SPA was signed.
21. On October 25, 2021, BIC wrote to Cryptotech raising concerns about Bitmine’s breach of
the Energy Regulations, noting this would expose it to a penalty of an amount of US$ 11.83
million.
22. As the matter was not resolved by the closing date (November 16, 2021) or thereafter, on
November 19, 2021, a director of BIC met with Cryptotech’s executives in Cryptasia to
inform them that BIC was withdrawing from the transaction (R-2).
23. Thereafter, BIC terminated the Agreement in light of Claimant’s breaches (C-3 of Request
for Arbitration).
IV Respondents’ Position
24. Cryptotech failed to disclose Bitmine’s lack of compliance with the Energy Regulations
before the Agreement was signed. This resulted in the following breaches by Cryptotech
of the Agreement:
46
a) Article 4(4) of the Agreement because Bitmine did not conduct its business in
accordance with all applicable ‘Laws’ as it was in violation of the Energy
Regulations; and
b) Article 4(5) of the Agreement because Cryptotech’s officers did not disclose all the
facts relating to Bitmine of which they were aware that could reasonably be
expected to have a ‘Material Adverse Effect’ on Bitmine’s business.
25. In light of the above, the condition to closing under Article 6(1) of the Agreement was not
satisfied and BIC was not obliged to close the Agreement. Moreover, BIC was entitled to
terminate the Agreement under Article 8(1)(a) and did so validly on November 25, 2021.
26. BIC suffered damages related to the lack of closing under the Agreement, which are
provisionally quantified at US$ 2.5 million, subject to further determination in the course of
the proceedings. Respondents are also entitled to the reimbursement of the down payment
of US$ 20 million made to secure the agreement with Cryptotech on September 3, 2021.
V Illegality and Public Policy
27. Respondents have reasons to believe that Cryptotech’s CEO and the Director of the
Cryptasian Renewable Energy Directorate (RED), together with BIC’s former consultant,
Adam Smith, had engaged in acts of corruption.
28. Those acts of corruption, which are completely unrelated to Respondents and were
discovered following the receipt of an anonymized whistle-blower report (R-3), constitute a
breach of Cryptasian law and international public policy and entitled Respondents not to
close the transaction.
29. Corruption allegations are relatively difficult to prove. However, it is widely accepted that
“red flags” of corruption, such as the ones identified in Chapter VI of the “ICC Guidelines
on Agents, Intermediaries and Other Third Parties”, may constitute sufficient evidence in
the context of a given case (RL-1).
30. Respondents will provide all relevant details in its submission in due course. This
notwithstanding, in the context of this case, Respondents have identified a series of “red
flags” which clearly constitute evidence of such wrongdoings, such as:
47
- Cryptasia is prone to corruption, being governed by the same political party for decades
and listed in position 102/170 in the 2020 Index of Transparency International (R-4);
- The RED was found to be subject to corruption by the Supreme Court of The Tech
Republic in a 2014 case (R-5); and
- Communications between Respondent 1’s former consultant and Claimant’s CEO
indicating improper contacts and corrupt conduct in relation to the Bitmine transaction
(R-3).
VI Requests for Relief
31. Respondents respectfully request the Arbitral Tribunal to:
a) Dismiss Cryptotech's claims and requests for relief, as set forth in the Request for
Arbitration;
b) Declare that BIC was not obliged to close the Agreement given that the condition for
closing under Article 6(1)(a) was not satisfied;
c) Declare that BIC was entitled to terminate the Agreement under Article 8(1)(a) and did
so validly on November 25, 2021;
d) In the alternative, declare that BIC is entitled to terminate the Agreement for Claimant’s
breach of Article 10, as allowed by Article 8(1)(e) of the Agreement;
e) Order Cryptotech to pay to BIC US$ 20 million, being the down payment paid by BIC
to Cryptotech in respect of the transaction contemplated by the Agreement, plus
interest;
f) Order Cryptotech to pay to BIC US$ 2.5 million for wasted costs relating to the aborted
transaction or any other amount determined by the Tribunal, plus interest; and
g) Order Cryptotech to pay to BIC and Digital Gold their costs of the arbitration, including
counsel's fees, with interest thereon at an appropriate commercial rate to be
determined by the Arbitral Tribunal, as of the date of the Award until payment in full by
Cryptotech.
32. Respondents reserve the right to amend its submissions and to make further submissions
of fact and law, supported by evidence.
VII Procedural Matters
33. Respondents agree that this dispute is subject to arbitration in accordance with Article 9 of
the Agreement and Article 14 of the Parent Company Guarantee.
48
34. Digital Gold acknowledges that the arbitration agreement contained in Article 14 of the
Parent Company Guarantee is silent regarding the place of arbitration, language of
arbitration and number of arbitrators. However, Digital Gold agrees that the provisions of
the arbitration agreement contained in the Agreement in relation to the above procedural
matters apply in the present proceedings.
35. In particular, Respondents agree that the place of arbitration is Minerville, The Tech
Republic and that the proceedings are to be conducted in English. Finally, Respondents
agree that the Agreement and Parent Company Guarantee are governed by Cryptasian
law.
36. Respondents agree to proceeding under the Expedited Procedure Provisions Rules and
having a three-member Arbitral Tribunal. In accordance with Article 9 of the Agreement
and Articles 12(4) and 5(2) of the ICC Rules, Respondents jointly nominate Dominique
Xi-Tzang (National University of Minerville) as co-arbitrator (d-xi-tzang@nationaluni.edu.tr)
and agree with Claimant's proposal that the co-arbitrators attempt to jointly nominate the
president within thirty (30) days from the date of the co-arbitrators' confirmation.
3 February 2022
Yours faithfully,
Sae Youn Ayaki

James Brothers
Counsel for Respondents
49
Answer to Request for Arbitration and Counterclaim
Exhibits
 Share Purchase Agreement dated September 3, 2021 (R-1)

 Parent Company Guarantee dated September 3, 2021 (R-1 bis)
 Consultancy Agreement dated July 1, 2021 (R-1 ter)
 Minutes of Meeting between Cryptotech and BIC on November 19, 2021 (R-2)
 Anonymized Whistle-Blower Report (R-3)
 Transparency International Corruption Index, 2020 (R-4)
 World Arbitration Review, 13.01.2014 (R-5)
 ICC Guidelines on Agents, Intermediaries and Other Third Parties (RL-1)
50
Exhibit R-1ter
CONSULTANCY AGREEMENT
dated 1 July 2021
by and between
Bitcoin Investors Company Pte. Ltd. (BIC or Buyer),

a company incorporated in The Tech Republic, and
Adam Smith (Consultant), a national of Cryptasia.
WHEREAS BIC wishes to obtain advisory and consulting services (Services) from the Consultant
in relation to the negotiation, execution and closing of a share purchase agreement (SPA) between
Cryptotech Inc (the Seller) and BIC for the purchase of the Seller’s shares in Bitmine Inc.;
WHEREAS Consultant is a former public official, with relevant know-how of, and connections
with, the Seller and the Cryptasian Government, and experience in dealing within the public and
private market, including Seller, all relevant for the transaction;
WHEREAS the Consultant agrees to assist BIC with such Services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE 1
Services and Fees
1. Upon the terms and subject to the conditions of this Agreement, the Consultant will provide
the Services to BIC and BIC shall remunerate the Consultant accordingly.
2. In consideration of the Services and subject to the successful completion of the steps in
Article 1.3, BIC shall pay the Consultant a fee of US$1,000,000 (the “Consulting Fee”).
3. The Consulting Fee shall be paid to the Consultant in the following manner:
a. US$ 500,000 upon the execution of the SPA; and
b. US$ 500,000 upon the closing of the SPA.
[…]
ARTICLE 4
Representations and warranties of the Consultant
51
Exhibit R-1ter
[…]
4. The Consultant is obliged to conduct his mission in accordance with all applicable laws
and is not and will not be in violation of any law.
[…]
ARTICLE 5
Independent Status
1. The Consultant acknowledges that he is engaged as an independent contractor and shall

perform under his sole responsibility. Nothing in this Agreement shall render the
Consultant an employee, agent or partner of BIC and the Consultant will not hold himself
out as such.
2. The Consultant shall have no authority to enter into contracts or to incur any other legally
binding commitment on behalf of BIC.
ARTICLE 6
Obligations
1. The Consultant shall carry out his duties in an expert and diligent manner and to the best
of his ability; he shall promptly and faithfully comply with all lawful and reasonable
requests which may be made by the BIC Contact Person.
2. The Consultant shall periodically give written or oral advice or information regarding the
execution of the Services, or as and when required by BIC.
3. In the case of illness, accident or a case of Force Majeure preventing him from performing
the Services, the Consultant shall promptly notify BIC in writing of such impediment.
ARTICLE 7
Confidentiality
1. The Consultant will not disclose or use, at any time during or subsequent to this Agreement,
any confidential information of BIC or any other non-public information relating to the
business, financial, technical or other affairs of BIC except as required by BIC in
connection with the Consultant’s performance of this Agreement or as required by law. In
particular, but without prejudice to the generality of the foregoing, the Consultant shall
52
Exhibit R-1ter
keep confidential all Intellectual Property and know-how disclosed to him by BIC, which
becomes known to him during the period of this Agreement or which he develops or helps
to develop in providing the Services to BIC.
2. The Consultant shall:
2.1 not disclose to third parties without express prior written consent of BIC the results of
work performed as part of the provision of the Services; or
2.2 disclose know-how and other confidential information of BIC which is provided by
BIC to the Consultant for the purpose of carrying out the Services only to those persons
necessary to accomplish the Services and only to the extent necessary for the proper
performances of the Services.
3. The Consultant agrees to immediately notify BIC in writing if he becomes aware of any
disclosure in breach of the obligations of this clause. At the request of BIC, the Consultant
will take all steps necessary to prevent further disclosure.
ARTICLE 8
Property results
All notes, memoranda, correspondence, records, documents and other tangible items made
by the Consultant in the course of providing the Services will be and remain at all times
the property of BIC. At any time, even after the termination of this Agreement, the
Consultant shall, upon request, promptly deliver to BIC all such tangible items which are
in his/her possession or under his/her control and relate to BIC, its business affairs and
clients and/or the Services and he/she may not make or retain copies.
ARTICLE 9
Liability
The Consultant agrees to indemnify and hold BIC harmless from any and all losses and
damages that BIC may incur as a result of Consultant’s actions or omissions in rendering
the Services or the breach of any of the Consultant’s obligations contained in this
Agreement.
ARTICLE 10
Fraud, Corruption and Ethics
The Consultant shall comply with the terms of the BIC’s Code of Conduct and Professional
Ethics for BIC Employees and the Anti-Fraud Policy, which by signing this Agreement,
the Consultant confirms he has reviewed and accepted.
53
Exhibit R-1ter
ARTICLE 11
Termination
1. This Agreement may be terminated by BIC at any time prior to the Closing of the Share
Purchase Agreement in the event that the Consultant:
1.1 has falsified or provided inaccurate, incomplete or misleading information in any

documentation provided to BIC;
1.2 defaults in carrying out any of its obligations under this Agreement;
1.3 has engaged in illegal acts, including, without limitation fraudulent or corrupt actions
as defined in Code of Conduct and Professional Ethics for BIC Employees and BIC’s
Anti-fraud Policy (hereafter referred to as a “Fraud”);
1.4 If it is determined that the Consultant has committed Fraud in competing for or in the
performance of this Agreement, all expenditures incurred under this Agreement shall
be undue and the Consultant shall promptly reimburse BIC Investors’ for all
expenditures incurred in the performance of this Agreement.
2. Effects of Termination:
In the event of termination under this article, the Consultant shall within thirty (30) days
of termination, and at BIC’s request:
2.1 to the extent possible, complete the Services made available until the date of
termination and stop all ongoing activities;
2.2 refund to BIC any advance payments received in excess of the total expenditure
incurred as evidenced in the invoices submitted to BIC,
2.3 reimburse BIC for any expenditures made in breach of the terms of this Agreement;
and
2.4 submit final technical and financial reports and any other materials, deliverables, works
or other outputs created as at the date of termination under this Agreement.
ARTICLE 12
Dispute resolution
1. This agreement is governed by the laws of The Tech Republic.
54
Exhibit R-1ter
2. In the event of any dispute arising out of or in connection with the present contract, the
parties shall first refer the dispute to proceedings under the ICC Mediation Rules. If the
dispute has not been settled pursuant to the said Rules within 45 days following the filing
of a Request for Mediation or within such other period as the parties may agree in writing,
such dispute shall thereafter be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by one arbitrator appointed in accordance with the
said Rules of Arbitration.
3. The requirement to wait 45 days, or any other agreed period, following the filing of a
Request for Mediation, before referring a dispute to arbitration shall not prevent the parties
from making an application, prior to expiry of those 45 days or other agreed period, for
Emergency Measures under the Emergency Arbitrator Provisions in the Rules of
Arbitration of the International Chamber of Commerce.
* * *
IN WITNESS WHEREOF,
the Parties have executed this Agreement,
on 1 July 2021
[Signature] [Signature]
Adam Smith Dylan Dayal

Deputy Manager, Investment Department
On behalf of Bitcoin Investors Company
Pte. Ltd.
55
Exhibit R-2
MEETING NOTES
Author: Dylan Dayal
Date/time of meeting: 19 November 2021, 2.30pm
Attendees: Charlie Hong (CEO, Cryptotech)

Mahatma Singh (Director, BIC)
Dylan Dayal (Deputy Manager, BIC)
Subject: Acquisition of Bitmine by BIC
Singh: Thank you for all your support and efforts with respect to BIC’s proposed acquisition
of Bitmine. Based on all the information collected by our transition committee and
after careful consideration by the Board of Directors, BIC has made the final decision
not to go through with the acquisition of Bitmine. We hope that there will be future
opportunities for cooperation.
Hong: BIC’s decision is very disappointing. Since the start of this process in July, we have
cooperated fully with BIC to address its concerns. The decision certainly could not
be based on the renewable energy issue as we had the regulation amended and Mr
Chen of RED said that he would address the 2020 issue. From our perspective, all
the issues have been resolved and there is nothing to stop the deal from proceeding.
Now that BIC has abruptly withdrawn from the deal, this sends a terrible signal to the
market, as if there is something wrong with Bitmine or with the bitcoin mining
industry in Cryptasia in general. We thought that BIC was a reputable firm, but
unfortunately it turns out that it cannot be trusted.
Singh: I am really sorry that you think that way. All I can say at this juncture is that BIC
made the decision for sound commercial and compliance reasons. We understand
that you might feel disappointed by the outcome, but it is the right decision for BIC
in the circumstances. As for Bitmine, with bitcoin prices rising so rapidly, I am sure
there will be other buyers who will be interested in acquiring the company. I myself
have a few contacts in the industry and will reach out to them to see if they are
interested in investing.
Hong: There is nothing much to say now. Cryptotech remains ready to close the deal, so I
hope that you can go back and reconsider your decision. We have signed a binding
agreement which we expect BIC to respect.
Singh: I will report your views to our senior management. Thank you once again for
meeting with us and we hope we can work together in the future.
56
Exhibit R-3
BITCOIN INVESTORS COMPANY PTE. LTD.

WHSITLEBLOWER REPORT FORM
REPORTER’S CONTACT INFORMATION (Not Required)

NAME POSITION
EMPLOYER/UNIT WORK WORK PHONE
LOCATION/ADDRESS
HOME ADDRESS HOME PHONE
BEST TIME/PLACE TO REACH YOU:
I CHOOSE TO SUBMIT A ANONYMOUS REPORT [X]
SUSPECT(S) INFORMATION
NAME: POSITION:
Adam Smith Consultant of BIC / Digital Gold
DIVISION UNIT UNIT ADRESS WORK PHONE
HOME ADDRESS/HOME PHONE (IF NON-EMPLOYEE)
N/A
WITNESS(ES) Please provide witnesses that can confirm your allegation
NAME: Dylan Dayal TITLE: Deputy Manager WORK PHONE

DEPARTMENT ALLEGATION NUMBER(S) HOME PHONE
Investment Department
NAME TITLE WORK PHONE
DEPARTMENT ALLEGATION NUMBER(S) HOME PHONE
COMPLAINT: Briefly describe the improper activity and how you know about it. Specify what,
who, when, where, and how. If there is more than one allegation, number each allegation, use as
many pages as necessary.
What wrongdoing occurred?
BIC hired an external consultant, Adam Smith, to assist in the deal

to acquire Bitmine from Cryptotech, a State-owned company of
Cryptasia. I have reason to believe that Mr Smith committed acts of
bribery/corruption during the transaction. In particular, there are
communications indicating that Mr Smith engaged in corrupt conduct in
order to secure the contract on behalf of BIC and to fix an issue that
arose regarding Bitmine’s breach of energy regulations.
Who did the wrongdoing?

Adam Smith in conjunction with Cryptotech employees and/or
Cryptasian public officials.
57
Exhibit R-3
When did this occur?

There are two key time periods:
(1) Early July 2021, when BIC made its offer for Bitmine; and
(2) Late Oct 2021, when BIC raised a concern regarding Bitmine’s
breach of Cryptasian energy regulations.
Where did this happen (Unit, location)?
The improper contacts and payments would have taken place in

Cryptasia.
What enabled this to happen (How)?

BIC was approached by a third party, Adam Smith, regarding an
investment opportunity in Cryptasia. Adam Smith said that he could
help BIC secure the investment opportunity on favourable terms if
they engaged him as a consultant for the project. BIC agreed to pay
Adam Smith USD 1 million upon successful completion of the deal.
Adam Smith therefore had an incentive to commit acts of corruption
in Cryptasia (where corruption is widespread and commonplace) to
ensure the deal went through.
EVIDENCE
Please describe how an investigator could locate supporting documentation or attach a copy of evidence
that you have already in your possession. You should NOT ATTEMPT TO OBTAIN evidence for
which you do not have a right of access, as such, whistleblowers are “reporting parties” not investigators.
I copy the following emails that came into my possession:

Email chain No. 1:
From: Adam Smith <asmith@hotmail.com>

To: Dayal, Dylan <Dylan.Dayal@bic.com>
Sent: Tuesday, July 6, 2021 3:18 PM
Subject: FW: [Confidential] Bitmine
Hi Dylan
Good news – I met Cryptotech’s CEO today and he confirmed that they will be going with BIC’s bid!
Please get your lawyers to start preparing a term sheet so that we can formalise this ASAP.
Adam
From: Charlie H <charlieh77@gmail.com>
58
Exhibit R-3
To: Adam Smith <asmith@hotmail.com>

Sent: Tuesday, July 6, 2021 12:15 AM
Subject: RE: [Confidential] Bitmine
Thanks so much! Yes, I can work with this. See you soon and don’t forget to bring what you promised.
CH

To: Charlie H <charlieh77@gmail.com>
Sent: Monday, July 5, 2021 11:48 PM
Subject: [Confidential] Bitmine
Attachments: BIC letter dd 5 July 2021.pdf
Charlie
BIC sent its offer today – attaching it again in case it hasn’t reached you. As spoken, I put in a lot of
effort to push them up to this number. I trust this is good enough – and if not, please let me know
and I’ll see what I can do on my end.
Just a reminder that we are meeting at Imperial Kitchen at 12.45pm tomorrow!
Adam
Email chain No. 2:
From: Dayal, Dylan <Dylan.Dayal@bic.com>

Sent: Monday, October 25, 2021 5:18 PM
Subject: RE: Bitmine deal
Hi Adam,
I’m sorry, but that’s not going to fly. It already took me a lot of effort to persuade them to agree to
$1m. I don’t know what “additional services” you intend to do but BIC cannot be responsible for that.
Dylan

Just leave it to me – already in contact with Charlie about this. Though I will need to perform
additional services which I did not factor in when I calculated my consultancy fee – do you think you
can get BIC to approve increasing my fee by $50,000 or so?

59
Exhibit R-3

Hi Adam,
I know! I will do my best to persuade the IC, but ultimately it is not up to me. If you can fix this then
that may make it harder for them to back out.
Dylan

Subject: Bitmine deal
Dylan
What is this I’m hearing about BIC raising concerns regarding Bitmine’s breach of the energy
regulations? You know the issue is bogus. I hope this is not just an excuse for BIC to get out of the
deal – as you know I put a lot of effort into getting this opportunity for you!
In any case, I am working on fixing it ASAP and you should hear from Cryptotech soon.
Adam
DATE
18 November 2021
60
Exhibit R-4
CORRUPTION
PERCEPTIONS
INDEX 2020
2-3 12-13 20-21

TABLE OF CONTENTS
Map and results Americas Sub-Saharan Africa

Peru Malawi
4-5 Honduras Zambia
Executive summary
Recommendations 14-15 22-23
Asia Pacific Western Europe and
6-7 Vanuatu European Union

Myanmar Malta
Global highlights
Poland
8-10 16-17
Eastern Europe & 24
COVID-19 and
Central Asia Methodology
corruption
Serbia
Health expenditure
Democratic backsliding
Belarus
25
Endnotes
11 18-19
Middle East & North
Regional highlights
Africa
Lebanon
Morocco
61
Exhibit R-4
TRANSPARENCY INTERNATIONAL
180 COUNTRIES.
180 SCORES.
HOW DOES
YOUR COUNTRY
MEASURE UP?
The perceived levels of public sector corruption
in 180 countries/territories around the world.
SCORE
Highly Very
Corrupt Clean
0-9 10-19 20-29 30-39 40-49 50-59 60-69 70-79 80-89 90-100 No data
SCORE COUNTRY/TERRITORY RANK

69 France 23 56 Georgia 45 45 Senegal 67
88 Denmark 1 68 Bhutan 24 56 Poland 45 44 Bulgaria 69
88 New Zealand 1 67 Chile 25 56 Saint Lucia 45 44 Hungary 69
85 Finland 3 67 United States 25 55 Dominica 48 44 Jamaica 69
85 Singapore 3 66 Seychelles 27 54 Czechia 49 44 Romania 69
85 Sweden 3 65 Taiwan 28 54 Oman 49 44 South Africa 69
85 Switzerland 3 64 Barbados 29 54 Rwanda 49 44 Tunisia 69
84 Norway 7 63 Bahamas 30 53 Grenada 52 43 Ghana 75
82 Netherlands 8 63 Qatar 30 53 Italy 52 43 Maldives 75
80 Germany 9 62 Spain 32 53 Malta 52 43 Vanuatu 75
80 Luxembourg 9 61 Korea, South 33 53 Mauritius 52 42 Argentina 78
77 Australia 11 61 Portugal 33 53 Saudi Arabia 52 42 Bahrain 78
77 Canada 11 60 Botswana 35 51 Malaysia 57 42 China 78
77 Hong Kong 11 60 Brunei 35 51 Namibia 57 42 Kuwait 78
77 United Kingdom 11 Darussalam 50 Greece 59 42 Solomon Islands 78
76 Austria 15 60 Israel 35 49 Armenia 60 41 Benin 83
76 Belgium 15 60 Lithuania 35 49 Jordan 60 41 Guyana 83
75 Estonia 17 60 Slovenia 35 49 Slovakia 60 41 Lesotho 83
75 Iceland 17 59 Saint Vincent and 40 47 Belarus 63 40 Burkina Faso 86
the Grenadines
74 Japan 19 47 Croatia 63 40 India 86
58 Cabo Verde 41
72 Ireland 20 47 Cuba 63 40 Morocco 86
57 Costa Rica 42
71 United Arab 21 47 Sao Tome 63 40 Timor-Leste 86
Emirates 57 Cyprus 42 and Principe 40 Trinidad and 86
71 Uruguay 21 57 Latvia 42 45 Montenegro 67 Tobago
2
62
Exhibit R-4
CORRUPTION PERCEPTIONS INDEX 2020
40 Turkey 86 35 Panama 111 28 Dominican 137 22 Nicaragua 159

39 Colombia 92 34 Moldova 115 Republic 21 Cambodia 160
39 Ecuador 92 34 Philippines 115 28 Guinea 137 21 Chad 160
38 Brazil 94 33 Egypt 117 28 Liberia 137 21 Comoros 160
38 Ethiopia 94 33 Eswatini 117 28 Myanmar 137 21 Eritrea 160
38 Kazakhstan 94 33 Nepal 117 28 Paraguay 137 21 Iraq 160
38 Peru 94 33 Sierra Leone 117 27 Angola 142 19 Afghanistan 165
38 Serbia 94 33 Ukraine 117 27 Djibouti 142 19 Burundi 165
38 Sri Lanka 94 33 Zambia 117 27 Papua New 142 19 Congo 165
Guinea
38 Suriname 94 32 Niger 123 19 Guinea Bissau 165
27 Uganda 142
38 Tanzania 94 31 Bolivia 124 19 Turkmenistan 165
26 Bangladesh 146
37 Gambia
Cryptasia 102 31 Kenya 124 18 Democratic 170
26 Central African 146 Republic of
37 Indonesia 102 31 Kyrgyzstan 124 Republic the Congo
36 Albania 104 31 Mexico 124 26 Uzbekistan 146 18 Haiti 170
36 Algeria 104 31 Pakistan 124 25 Cameroon 149 18 Korea, North 170
36 Cote d'Ivoire 104 30 Azerbaijan 129 25 Guatemala 149 17 Libya 173
36 El Salvador 104 30 Gabon 129 25 Iran 149 16 Equatorial Guinea 174
36 Kosovo 104 30 Malawi 129 25 Lebanon 149 16 Sudan 174
36 Thailand 104 30 Mali 129 25 Madagascar 149 15 Venezuela 176
36 Vietnam 104 30 Russia 129 25 Mozambique 149 15 Yemen 176
35 Bosnia and 111 29 Laos 134 25 Nigeria 149
Herzegovina 14 Syria 178
29 Mauritania 134 25 Tajikistan 149
35 Mongolia 111 12 Somalia 179
29 Togo 134 24 Honduras 157
35 North Macedonia 111 12 South Sudan 179
24 Zimbabwe 157
3
63
Exhibit R-5
W.A.R. [World Arbitration Review]

The Supreme Court of the Tech Republic has overturned a US$ 87 million
ICC award in favor of Cryptasia after finding sufficient evidence that the
Cryptasian Renewable Energy Directorate (the RED), at the heart of the
dispute, was subject to corruption.
The Supreme Court yesterday set aside the award won in 2013 by Cryptasia.
The arbitral tribunal had found that the Contractor had not identified
sufficient “red flags” to support its corruption allegations. Their final award
is now available in two parts.
The Supreme Court, however, noted a long list of shady dealings between
the RED and other Cryptasian officials. Cumulatively, the court said that
there was enough evidence to find the public contracts tainted by
corruption and to overturn the award on the basis of international public
policy.
This is not a first occurrence for Cryptasia: W.A.R. reported 10 years ago on a
series of arbitration proceedings in which allegations of corruption had
been made against several state entities of the Cryptasian Government,
with arbitral tribunals reaching conflicting decisions based on similar facts.
Such proceedings prompted its own criminal investigations by the
Cryptasian public prosecutor, unveiling a far reaching corruption scandal,
which was however ultimately settled with the signature of DPA’s with the
different actors involved.
Oliver Jackmann
Author
13.01.2014
64
Exhibit RL-1
Policy Prepared by the ICC Commission on

statement Corporate Responsibility and Anti-corruption
ICC Guidelines on Agents,

Intermediaries and Other Third
Parties
Summary
These ICC Guidelines on Agents, Intermediaries and Other Third Parties voluntary guidelines provide companies with advice
on how to choose and manage third parties.
Third Parties can sometimes present the “weak link in the chain” in terms of an enterprise’s anti-corruption policies and
practices. That is why these Guidelines are presented as a useful guidance tool for enterprises to help them manage third
parties and reduce the risk of reputational damage to the enterprise.
It is envisaged that these Guidelines are to be referred to only where a structured risk management approach indicates that
one is confronted with a sensitive choice in the vetting or managing of a Third Party.
It should be emphasized that these Guidelines are voluntary, and not prescriptive, and offer a benchmark for companies to
adapt to their particular circumstances if they wish. They are of a general nature on what is considered good commercial
practice, without any legal or binding effect. It is paramount that enterprises are able to retain flexibility in the manner they
may choose to seek guidance from these ICC Guidelines.
These Guidelines refer to the provisions of the ICC Rules for Combating Extortion and Bribery, indicating that enterprises
should take measures within their power to ensure that agents agree explicitly not to pay bribes and that enterprises maintain
records of all agents retained.
The Guidelines indicate that in selecting a due diligence process, it is for the enterprise to choose the process that is
appropriate to it unique circumstances. This process can include an objective review of the Third Party candidate.
On the scope of due diligence, the enterprise can categorize its own Third Party relationships, based on a structured risk
management approach, to have a clear understanding of its vulnerabilities. An enterprise’s interests are best served if the due
diligence process itself is a thoughtful, comparative process, not a “check the box” exercise. The role of sponsoring and
reviewing departments is important in connection with the vetting of the Third Party.
In carrying out anti-bribery due diligence, companies need to be sensitive to circumstances that suggest bribery risks or “red
flags” that may suggest commercial, legal, financial, ethical or other irregularities.
After an enterprise has vetted a Third Party, it may be helpful to put the terms of the relationship in writing, as verbal contracts
pose greater business and legal risks to enterprises. Finally, as with all company anti-corruption policies and programs, it is
useful for enterprises to communicate their anti-corruption policies to Third Parties that they engage, as well as to their own
employees.
Document 195-11 Rev2 Final EN VS/zse – (19 November 2010)
65
ICC Guidelines on Agents, Intermediaries and Other Third Parties
I. Introduction
Many enterprises use intermediaries to obtain or retain business opportunities. Agents, consultants, intermediaries and
other Third parties, hereinafter referred to as “Third parties”, are an effective means of developing, expanding and
maintaining an enterprise’s international business. Even very large businesses need in a globalised economy to have
recourse to Third parties in order to allow them to reach all the areas and to market all the products and services they
want to cover. Third parties can, however, if not carefully selected or if inappropriately managed, create considerable risk
and damage to the enterprise.
These Guidelines, which are for voluntary application by enterprises, provide enterprises with advice on how to select,
remunerate and manage Third parties, so as to obtain the best possible result without harm to the enterprise’s reputation.
The Guidelines are of a general nature constituting what is considered good commercial practice but are without legal
effect. They are the result of numerous consultations with input from many segments of business. These Guidelines are
intended for enterprises which have recourse to Third parties or intend to do so, but they should also induce all public
officials to abstain from any form of extortion or solicitation directed to Third parties.
A large number of Conventions and implementing national legislation criminalize bribery in all its forms, direct bribery as
well as indirect, and trading of influence, and sanction infringements by individuals and enterprises with heavy penalties.
In addition, more and more criminal law provisions require enterprises to install in their organizations effective preventive
systems, which should aim at avoiding any occurrence of bribery. An increasing number of States, inside and outside the
OECD area, are increasing their enforcement resources and efforts in order to detect, identify and punish bribery,
exposing enterprises to extensive liability under a variety of anti-bribery laws.
Third parties include a broad range of entities and individuals that act on an enterprise’s behalf, including agents,
business development consultants, sales representatives, customs agents, general consultants, resellers, subcontractors,
franchisees, lawyers, accountants or similar intermediaries, even if these Third parties themselves are not subject to the
anti-bribery laws. The common factor is that Third parties are subject to the control or determining influence of the
enterprise and thus within its proper sphere of responsibility. It follows from the definition above that Third parties do not
include service or goods providers. Third parties may act on the enterprise’s behalf in connection with marketing or sales,
in the negotiation of contracts, the obtaining of licenses, permits or other authorizations; or any other actions that benefit
the enterprise or as subcontractors in the supply chain.
Bribery risks also may arise while employing Third parties who act in the private sector. A growing number of mandatory
international and national legal provisions make commercial bribery a criminal offence. It is therefore recommended for
enterprises who are subject to such legal provisions to apply Guidelines to intermediaries acting not only in the public but
also in the private sector. Enterprises also should consider applying the principles of the Guidelines to intermediaries who
are not employed in the sales phase, but at a later stage of a transaction, such as customs agents or claim managers,
since bribery risks also may arise during the implementation phase of a contract or project.
It is the purpose of these Guidelines to provide guidance on due diligence processes on Third parties that are designed to
ensure that, to the extent possible, enterprises engage, or do business with, only reputable and qualified Third parties
who will act with integrity, and in compliance with all applicable laws and enterprise policies. After entering into a
relationship with a Third party, the enterprise should have effective controls in place to mitigate the risks of non-
compliance.
These Guidelines set out some due diligence processes and additional safeguards that enterprises may wish to consider
when dealing with Third parties and are directed to all enterprises who engage or wish to engage Third parties. Small
and medium enterprises may use them as a basis for creating their own internal Guidelines; large enterprises may wish to
benchmark their own rules.
Many enterprises that use the services of numerous and varied types of Third parties find that a tiered due diligence
program allows an enterprise to devote more resources to Third parties that present a high level of bribery risk while
ensuring that all Third parties are appropriately reviewed. Under a tiered system, higher risk Third parties are subject to a
more stringent review while lower risk Third parties undergo a less comprehensive review. The first step in creating a due
diligence protocol that is comprehensive as well as efficient and cost-effective is to create a complete and accurate
inventory of the types of Third parties (and activities performed on behalf of the enterprise by such Third parties) and their
relations (with public officials or private to private), to identify levels of risk, red flags and exposure for the enterprise and,
finally, to define appropriate degrees of reviews.
66 – (19 November 2010) – page 1

Document 195-11 Rev2 Final EN VS/zse
II. ICC Rules regarding Third Parties
Under Article 2 of the ICC Rules:
Enterprises should make their anti-corruption policy known to all agents and other intermediaries and make it clear that
they expect all activities carried out on their behalf to be compliant with their policy. More particularly, enterprises should
take measures within their power to ensure:
a) that any payment made to any agent represents no more than an appropriate remuneration for legitimate services
rendered by such agent;
b) that no part of any such payment is passed on by the agent as a bribe or otherwise in contravention of these
Rules of Conduct;
c) that agents agree explicitly not to pay bribes. Enterprises should include in their contracts provisions to terminate
agreements with agents if a bribe is paid, except for agreements with agents performing routine administrative or
clerical tasks;
d) that they maintain a record of the names, terms of employment, and payments to all agents who are retained by
them in connection with transactions with public bodies, state or private enterprises. This record should be
available for inspection by auditors and by appropriate, duly-authorized governmental authorities under conditions
of confidentiality.
The foregoing provisions should be applied to all agents or other intermediaries used by the enterprise to obtain orders
and permits, including sales representatives, customs agents, lawyers, and consultants.
These principles in the ICC Rules are an integral part of these Guidelines.
III. Selecting a Due Diligence Process
There is no standard due diligence process that is suitable for all enterprises. Rather, an enterprise should choose a due
diligence process that is appropriate to its unique circumstances, including its size, resources, and risk profile.
An enterprise’s first step in developing an appropriate due diligence process is to define the scope of the process broadly
enough to capture the enterprise’s exposure to Third party risks (see chapter IV below). This step involves defining the
categories of Third parties that can create potential liability for the enterprise, and deciding which of these categories of
Third parties must be subjected to a due diligence review prior to retention. In doing so, an enterprise should be careful
not to elevate form over substance, and should focus on the activities performed by and not on the title of the Third party.
For example, an enterprise may need to re-categorize Third parties—someone called a “distributor” may act more like a
“sales agent”. Additionally, enterprises operating in industries or geographical areas where bribery is prevalent should
consider conducting due diligence on Third parties that are typically considered low-risk in other contexts.
Next, an enterprise will need to decide on a suitable due diligence process (see chapter V below). Such process can be
designed to provide an objective review of the candidate Third party, and to collect information, subject to compliance
with applicable personal data protection legislation, about the candidate Third party and the transaction from the Third
party itself, the enterprise’s own employees, and other sources. Enterprises should consider inquiring about the Third
party’s status (e.g., to determine whether they, or their beneficial owners, or directors, managers or employees are
themselves officials), background (e.g., qualifications for the services to be provided), and reputation. Enterprises should
also respond to “red flags” (e.g., reputation for cutting corners) that will alert enterprises to the risk that a Third party will
make improper payments (see chapter VI below). This process can be as simple as requiring Third parties and enterprise
employees to submit forms containing relevant information and verifying that information through internet research and
conversations with references. Enterprises facing significant Third party risks, however, may wish to subject Third parties
to reviews of greater depth, which could include interviews, consultations with outside attorneys, or hiring independent
investigators such as law firms or providers that specialize in due diligence services.
67 – (19 November 2010) – page 2

Additionally, an enterprise might – at least where a certain risk for bribery is feared - establish a process for the due
diligence review and approval of Third party transactions that requires the participation of a designated function
independent from the business unit that may have an interest in engaging the Third party (“the Sponsoring Department”),
e.g. Compliance or Legal (“the Reviewing Departments”) (see chapter VII below). For small to medium sized enterprises
that do not have the internal resources to support an independent Compliance or Legal organization, the due diligence
review and approval process could be managed by individuals who are independent of the Sponsoring Department.
Some enterprises may consider involving outside legal or compliance or accounting experts in the due diligence process.
Finally, an enterprise may wish to implement safeguards to protect itself from Third party risks going forward. In
particular, an enterprise may require written contracts (including anti-corruption provisions; see chapter VIII below),
provide anti-corruption training to enterprise employees and Third parties (see chapter IX below), monitor Third parties
(see chapter X below), and develop Guidelines for making payments to Third parties (see chapter XI below).
IV. Scope of Due Diligence
While each enterprise can review and categorize, on the basis of a structured risk management approach, its own Third
party relationships to gain a clear understanding of its vulnerabilities, certain categories of Third parties tend to expose
enterprises to greater risks than others.
These categories of high risk Third parties, and any others identified by the enterprise, can be subjected to a thorough
due diligence review prior to retention:
• Any Third party that will be engaged to deal directly with a public official on behalf of the enterprise where that
official has discretionary authority over some matter impacting or involving the enterprise, and, in particular, such
Third parties that are located or doing business in a country with high levels of bribery;
• Any Third party engaged to interact with public officials that is compensated on the basis of their success in
securing a contract, permit or increased business;
Similarly, the enterprise will also try to identify the circumstances in which Third parties are the most exposed to
private-to-private bribery.
• Any Third party that is engaged to seek information that is not publicly available;
• Any Third party that may be, or may have been, a public official or an enterprise in which a public official holds an
economic interest (e.g., as an owner, shareholder, employee, or director);
• Any Third party who is or may be a relative or close associate of a present or former official, or a Third party that
has a relative of a present or former official as an owner, shareholder, employee, director; and
• Any Third party that is owned or controlled by or closely linked to a government agency.
The scope of a due diligence review should be sufficient to assess whether the Third party is unsuitable; that is, whether
the Third party is likely to engage in any improper practices that could expose the enterprise to liability or that otherwise
may be inconsistent with the enterprise’s business practices and ethics principles. If the Third party is suitable, the due
diligence review should confirm that the proposed transaction with the Third party is legal under applicable law and
provide a reasonable record supporting the presumption that the Third party will not use its influence with the
government, public entities or the private sector in order to corruptly obtain or retain business, other authorizations or
permits or other improper advantage in the conduct of business. The amount of time and effort required for the review
will depend on the number and complexity of the issues raised during the course of the review.
V. Due Diligence Process
An enterprise’s interests are best served by a due diligence process that is effective and efficient. Due diligence is a
thoughtful, collaborative process, not a “check the box” exercise. Such process can either be conducted inside the
enterprise or outside of it by external qualified due diligence service providers. In the latter case, the final decision to
retain or not the candidate Third party should be taken by the enterprise and not outsourced. If the process is conducted
inside, all employees involved in a Third party transaction should be equally responsible for the success of the process.
Specifically, the Sponsoring Department should provide the Reviewing Departments with the factual background required
to complete the due diligence process. The Reviewing Departments, in turn, should work quickly to identify issues and to
try to resolve them in a manner that protects their enterprise from risk while facilitating its efforts to compete in the
marketplace.
68 – (19 November 2010) – page 3

In performing a due diligence review, enterprises may wish to collect and verify detailed information from prospective
Third parties, internal sources, and other reliable sources outside of the enterprise.
1. Enterprises can collect information from the Sponsoring Department by:
Requiring the Sponsoring Department to complete an application form. Often, the employee proposing the engagement of
a Third party has an interest in the hiring of the candidate Third party or the success of the deal. Because such interests
have the potential to obscure the risks posed by a particular Third party, this employee alone should not be allowed to
make the final decision on the engagement of the candidate Third party. Thus, a first step in the process should be to
require the Sponsoring Department to submit written information regarding the candidate Third party. Such information
can be provided in a form that sets forth the business need for employing a Third party, the business justification for the
proposed compensation, an evaluation of the commercial and technical competence of the candidate Third party (e.g. his
knowledge of the enterprise’s products and services), specific information regarding the candidate Third party’s reputation
for integrity, details on how the candidate Third party was identified, whether any other Third parties were considered, and
why the candidate Third party was proposed. The form can also contain a confirmation by the employee that, to the best
of his or her knowledge, the candidate Third party is qualified and suitable for engagement. The form can also provide
information on the services that the candidate Third party shall provide; the main terms of the contractual arrangement to
be entered into with the candidate Third party; a description of the amount of the proposed compensation payments; and
an assessment of why the proposed compensation is reasonable and appropriate in relation to the services to be
performed.
2. Enterprises can collect information directly from the candidate Third party by:
Requiring the candidate Third party to complete a questionnaire and provide documentation supporting the answers. The
topics covered by such questionnaires can include the candidate Third party’s basic information and qualifications (e.g.,
the candidate Third party’s principal officers, facilities and staff, principal product lines, and the nature and history of the
candidate Third party’s business); ownership and other business interest (e.g., other enterprises affiliated with, or owned
or represented by the candidate Third party); status (e.g., whether any of the candidate Third party’s owners, directors or
employees are or previously were public officials); other connections with public officials (e.g. familial or other
relationships); financial data; any current and previous litigation involving the candidate Third party’s activities; information
about current and previous criminal investigations, sanctions, debarment and convictions under the criminal law of the
territory or abroad for facts related to bribery, corruption, money laundering or violations of laws or regulations governing
enterprises; and contact information for business references (one should pay attention to possible restrictions arising
from mandatory local law, e.g. data privacy issues with regard to the candidate Third party’s employees). Supporting
documentation should for example include excerpts from the commercial registry, where available, as well as the
candidate Third party’s articles of association.
Interviewing the candidate Third party, in person if feasible. Although not practical for all retentions, interviews conducted
in person are generally more effective in assessing the responses to these inquiries, and provide a better setting to ask
the often delicate questions necessary. Such in person interviews, particularly when conducted on-site, can aid
enterprises in verifying the information in the candidate Third party questionnaire, following up on any “red flags” that
have come to light, determining the candidate Third party’s business credibility, determining the candidate Third party’s
ability to provide the types of services contemplated and to comply with the ethical standards of the enterprise. Such
interviews can also be used as an opportunity to train the candidate Third party regarding enterprise policies and
procedures, and to communicate the enterprise’s commitment to complying with applicable anti-bribery laws and its own
anti-bribery policies, its intent to monitor the candidate Third party throughout the relationship, and its requirement that the
candidate Third party will provide services without making any improper payment to an official. Ideally, such interviews
should be conducted by or together with the Reviewing Departments, and the interview should be summarized and
recorded in a memorandum and included in a due diligence file that should be kept in the enterprise’s records.
3. Enterprises can collect information from the business units by:
Gathering further information regarding the candidate Third party from internal sources other than the person who has
proposed to engage the candidate Third party. Such sources can provide the enterprise with information about the
candidate Third party’s past dealings with the enterprise, including the scope of any other agreements with the enterprise,
amounts of past payments made by the enterprise to the candidate Third party and the potential amount of total
payments to the candidate Third party under all agreements between the enterprise and the candidate Third party, and
the candidate Third party’s background and reputation.
69 – (19 November 2010) – page 4

Comparing the candidate Third party’s proposed compensation to internally prepared compensation Guidelines and any
external benchmarks that are available. Such comparisons can assist enterprises in determining whether the proposed
compensation is appropriate remuneration for the services rendered by a Third party. Compensation Guidelines can take
into account the services to be performed, past performance of the candidate Third party, the candidate Third party’s
competence and resources, the complexity of the activities involved, the duration and nature of the contract with the
customer, and prevailing rates for such services in the market served.
4. Enterprises can collect information from other sources outside the enterprise by:
• Contacting, as far as possible, Third party’s references (e.g., commercial and bank references);
• Searching publicly available news sources or local press clippings;
• Searching internet databases or obtaining reports from independent enterprises that compile financial and other
information about commercial entities;
• Searching government databases of parties subject to sanctions;
• To the extent possible, consulting with embassy staff or other government sources about the candidate Third
party and the region in which the candidate Third party operates;
• Engaging an enterprise that specializes in performing due diligence;
• Seeking a local law opinion where there is an issue of whether the arrangement between an enterprise and a
Third party is permissible under local law and under the terms and conditions of the relevant customer contract;
and
• In addition, an enterprise may consider collecting or verifying information from independent sources.
Additionally, an enterprise should observe its due diligence review and keep its information current. This can be
accomplished by:
• Documenting, compiling, and maintaining the information gained during the review in a due diligence file; and
• Periodically updating the due diligence performed on the candidate Third party, at least when the contract with
the Third party is being renewed or updated.
VI. Anti-Bribery “Red Flags”
In conducting anti-bribery due diligence, it is important that enterprises be sensitive to circumstances that suggest bribery
risks. Circumstances that may indicate a Third party’s propensity to make illegal payments to public or private sector
officials or employees are commonly referred to as “red flags.” Indeed, any fact that suggests commercial, financial, legal
or ethical irregularity can constitute a “red flag.” “Red flags” can arise at any stage of a Third-party relationship, including
during an enterprise’s selection of the Third party, during contract negotiations, in the course of operations, or at
termination. “Red flags” that do not present serious issues at one stage of a relationship may pose significant risks of
liability when they appear at a different stage or in combination with a different overall set of facts. Thus, enterprises may
wish to evaluate the significance of “red flags” in the context of all of the facts, rather than in isolation. However,
depending on the nature of their business and their enterprise policies, enterprises can define one or several of these “red
flags” as general showstoppers.
Although such “red flags” may not themselves constitute violations of the anti-bribery laws, they are warning signs that
need to be taken seriously and investigated. The presence of one or more “red flags” does not necessarily mean that the
transaction cannot go forward, but it does suggest the need for a more in-depth inquiry and the implementation of
appropriate compliance safeguards. Any red flags must be addressed to the satisfaction of the enterprise engaging the
Third party prior to entering into the relationship.
Red flags that warrant further review when selecting or working with a Third party are varied and numerous. The
following are a few examples:
• A reference check reveals the Third party’s flawed background or reputation, or the flawed background or
reputation of an individual or enterprise represented by the Third party;
• The operation takes place in a country known for corrupt payments (e.g., the country received a low score on
Transparency International’s Corruption Perceptions Index).
• The Third party is suggested by a public official, particularly one with discretionary authority over the business at
issue;
70 – (19 November 2010) – page 5

• The Third party objects to representations regarding compliance with anti-corruption laws or other applicable
laws;
• The Third party has a close personal or family relationship, or business relationship, with a public official or
relative of an official;
• The Third party does not reside or have a significant business presence in the country where the customer or
project is located;
• Due diligence reveals that the Third party is a shell company or has some other non-transparent corporate
structure (e.g. a trust without information about the economic beneficiary);
• The only qualification the Third party brings to the venture is influence over public officials, or the Third party
claims that he can help secure a contract because he knows the right people;
• The need for the Third party arises just before or after a contract is to be awarded;
• The Third party requires that his or her identity or, if the Third party is an enterprise, the identity of the
enterprise’s owners, principals or employees, not be disclosed;
• The Third party’s commission or fee seems disproportionate in relation to the services to be rendered;
• The Third party requires payment of a commission, or a significant portion thereof, before or immediately upon
the award of a contract;
• The Third party requests an increase in an agreed commission in order for the Third party to “take care” of some
people or cut some red tape; or
• The Third party requests unusual contract terms or payment arrangements that raise local law issues, payments
in cash, advance payments, payment in another country’s currency, payment to an individual or entity that is not
the contracting individual/entity, payment to a numbered bank account or a bank account not held by the
contracting individual/entity, or payment into a country that is not the contracting individual/entity’s country of
registration or the country where the services are performed.
VII. Approval of Third Party Transactions
Because of the potential for conflicts of interest described above, persons with responsibility or accountability for
approving relationships with Third parties may need to be situated outside of the Sponsoring Department because of the
potential for conflicts of interest as described above in chapter V.1. In addition, it may be useful for persons with this type
of responsibility to have direct access to the CEO or the Board of Directors to ensure their independence and
accountability. As a result, enterprises may want to nominate Reviewing Departments to be responsible or accountable
for all decisions regarding the approval of Third parties that present bribery risks. Alternatively, enterprises could appoint
a committee of individuals who are independent of the sponsoring entity or employee and, at minimum, comprised of
representatives from e.g. the finance and legal/compliance departments.
VIII. Written Agreement in Advance of Services being Provided by the Third Party
After an enterprise has vetted a Third party through a due diligence review and the Third party has been approved by the
relevant department but before any services are performed, it may be helpful to reduce the terms of the relationship to
writing. Oral contracts pose considerably higher business and legal risks to enterprises, and should be avoided.
Enterprises might wish to engage Third parties pursuant to a written contract that includes a provision which ensures
compliance with applicable anti-bribery laws. Such contracts might be for a fixed term, describe in detail the services to
be performed and the compensation to be paid, and contain termination rights for breaches by the Third party. In
particular, enterprises might consider including the following anti-corruption provisions, representations, warranties, and
covenants in contracts with Third parties:
• The Third party is not a public official, and does not have any official status. The Third party will notify the
enterprise of any changes to these representations;
• The Third party does not have any relationship with a current official or any immediate relative or close associate
of an official who would be in a position to influence a decision in favour of the enterprise, and the Third party will
notify the enterprise of any changes to this representation;
• The Third party will comply with all applicable anti-corruption and anti-money laundering laws;
• The Third party is not and has not been the subject of a criminal investigation and has not been convicted under
the laws of the relevant countries for facts related to bribery, corruption, money laundering or for violations of laws
or regulations in force governing business enterprises;
71 – (19 November 2010) – page 6

• The Third party will comply with the enterprise’s codes and Guidelines, in particular, the enterprise’s rules on gifts
and hospitality or has its own code or Guidelines with equivalent standards and will comply therewith;
• The Third party represents that no payments, offers, or promises to public officials or other third party
beneficiaries have been, or will be made, directly or indirectly, for an improper purpose;
• The Third party agrees to comply with enterprise Guidelines and limits for reimbursement of expenses;
• The enterprise has the right to suspend or terminate the contract immediately upon unilateral good faith concern
that there has been a violation of any applicable anti-corruption law or provision of the agreement without paying
any compensation to the Third party, and the Third party agrees to indemnify the enterprise for expenses related
to violations of the anti-corruption laws;
• The Third party agrees to a clearly defined scope of work that limits the Third party’s ability to act on the
enterprise’s behalf;
• The Third party agrees to regularly report on its activities on the enterprise’s behalf, and to provide detailed
invoices and detailed supporting documentation for its expenditures;
• The Third party agrees to provide audit rights to the enterprise related to activities undertaken on the enterprise’s
behalf in the previous three years;
• The Third party agrees to submit the retention of subcontractors or other persons or entities designated to
perform similar services to the enterprise for prior approval, if the subcontracted activity is of a ‘high risk’ nature,
as defined in chapter IV above;
• The Third party is prohibited from assigning the contract or the compensation to be paid;
• The Third party agrees to payment provisions that include the safeguards identified in chapter XI below.
• The Third party is required to update the information supplied during the due diligence review;
• The Third party is required to maintain accurate books and records and appropriate internal controls; and
• The Third party is required to cooperate with any investigation into alleged breaches of the compliance provisions,
including the requirement to provide access to documents and personnel.
Enterprises facing higher risks in connection with Third parties may wish to consider the following additional safeguards:
• Require the Third party to submit certain actions to the enterprise for prior approval (e.g., interactions with public
officials);
• Include provisions that limit the Third party’s ability to act on the enterprise’s behalf in relation to government
contracts; and
• Require, as appropriate, provisions for transparency of the relationship to local authorities.
IX. Raising Awareness for Third Parties and Training Employees
Because Third parties can expose enterprises to liability, it is desirable for enterprises to communicate their anti-
corruption policies to the Third parties they engage and to their own employees. For all Third parties, a basic level of
awareness can be accomplished by providing information on anti-corruption laws (e.g. of the country of origin or of the
country of operation) and the enterprise’s compliance policies and by using printed and/or web-based training programs.
Such information ideally should be supplemented by raising anti-corruption awareness in-person at least for higher-risk
Third parties. Enterprises may consider running such sessions for the owners, director, officers and employees of the
Third party providing services to the enterprise, as appropriate to the nature of the Third party. For example, with a small,
privately held sales agency or similar Third party it is recommended that the owners be trained. In some jurisdictions, the
company will want to take into account co-employment risk in determining the modalities of the training, which will be
provided to the Third party’s employees.
Regarding an enterprise’s own employees, at a minimum, the enterprise might choose to provide training and compliance
materials to all employees who work with Third parties; employees who review and approve requests for Third party
relationships; employees who review, approve and process payments to Third parties; and internal auditors, to ensure
they adequately identify and respond to “red flags” during the relationship. Other groups of employees who interface with
government agencies may also need training in anti-bribery compliance. Again, training could include the provision of
written information on applicable laws and the enterprise’s anti-corruption policies and procedures, web-based training,
and in-person training sessions.
It is desirable to provide all such training programs and materials in the local language. Enterprises also can increase the
effectiveness of training programs by providing periodic follow-up trainings.
72 – (19 November 2010) – page 7

X. Monitoring the Third Party’s Activities
Once an enterprise has retained a Third party, it might monitor the Third party’s activities and expenses to ensure
continued compliance with all applicable laws and enterprise policies. If a Third party makes or promises an improper
payment, an enterprise may be held liable under certain anti-bribery laws even if it did not authorize the payment. To
guard against such liability, employees could:
• Insist on documentation of the services actually rendered before paying the contractual compensation and
expenses;
• Review and approve payment requests and payments;
• Question unusual or excessive expenses;
• Refuse to pay a Third party and notify compliance or legal personnel when the employee suspects that the Third
party has or will make or promise illicit or questionable payments or gifts, or when the employee discovers or
comes to suspect the existence of any of the “red flags” listed above;
• Audit the Third party on a risk-based, periodic basis and promptly if suspicions arise;
• Establish periodic anti-corruption internal audits to review the retention, and monitoring of and payments to Third
parties; and
• Require periodic, or annual, certifications of compliance by the Third party.
XI. Payments to Third Parties and Record-Keeping
Parties to a business relationship should be free to negotiate the reasonable, arms-length form and amount of
compensation to be paid for the services of a Third party. There may be good and sufficient business justifications for
many different types of compensation arrangements, including so-called success fees or similar incentive payments.
Whether or not a success fee constitutes a Red Flag will depend on the circumstances, the existence of other Red Flags
such as the CPI of the country where the services will be provided, and the identity and reputation of the agent or
intermediary. For example, success fees are a traditional form of compensation in investment banking arrangements and
if the intermediary is a well known and respected investment banking firm performing services in an OECD country with a
high CPI, the anti-bribery risks are different than if the recipient of a sizeable success fee is a relatively unknown local
agent without a well established reputation for integrity and whose task is to get a discretionary permit from a government
official.
However, when engaging an agent or other intermediary the type and amount of compensation to be paid for the Third
party’s services may constitute a Red Flag that needs to be carefully analyzed and mitigated before engaging the
intermediary. Compensation unrelated to hourly fees for documented time worked can constitute such a Red Flag and a
“success fee” or “success bonus” will, in some situations, constitute such a Red Flag. Although these Guidelines do not
recommend the complete avoidance of success fees in all cases, it is recommended that there should be special
consideration given to the reasonableness and the commercial justification for any such success fees or other similar
lump sum compensation not tied to fees for hours of work. Careful documentation of the legitimate business case for the
engagement of the intermediary and for the nature and extent of such compensation is a recommended safeguard to be
employed along with the other anti-bribery safeguards recommended in these Guidelines for higher risk situations.
Enterprises may wish to establish clear Guidelines for the review and approval of payment requests and payments,
including currency and place of payment to the Third party. Enterprises might decide that all payments should be by bank
transfer or check payable to the Third party at its principal place of business in the country in which the services are to be
performed or the Third party’s well-established headquarters. It may be helpful to keep full and accurate records of all
payments and the reasons therefore, and enterprises may decide to prohibit cash payments and ensure that all payments
are accurately recorded in the enterprise’s books and records. This would include keeping accurate records of all
transactions with Third parties, including the amounts paid, expenses reimbursed, evidence of the services rendered, etc.
For high risk Third parties, it might be necessary to request certification of compliance with anti-corruption laws and
enterprise policies and procedures by the Third party in conjunction with each invoice for payment or reimbursement of
expenses.
73 – (19 November 2010) – page 8

The International Chamber of Commerce (ICC)
ICC is the world business organization, a representative body that speaks with authority on behalf of
enterprises from all sectors in every part of the world.
The fundamental mission of ICC is to promote trade and investment across frontiers and help
business corporations meet the challenges and opportunities of globalization. Its conviction that trade
is a powerful force for peace and prosperity dates from the organization’s origins early in the last
century. The small group of far-sighted business leaders who founded ICC called themselves “the
merchants of peace”.
ICC has three main activities: rules-setting, dispute resolution and policy. Because its member
companies and associations are themselves engaged in international business, ICC has unrivalled
authority in making rules that govern the conduct of business across borders. Although these rules are
voluntary, they are observed in countless thousands of transactions every day and have become part
of the fabric of international trade.
ICC also provides essential services, foremost among them the ICC International Court of Arbitration,
the world’s leading arbitral institution. Another service is the World Chambers Federation, ICC’s
worldwide network of chambers of commerce, fostering interaction and exchange of chamber best
practice.
Business leaders and experts drawn from the ICC membership establish the business stance on
broad issues of trade and investment policy as well as on vital technical and sectoral subjects. These
include financial services, information technologies, telecommunications, marketing ethics, the
environment, transportation, competition law and intellectual property, among others.
ICC enjoys a close working relationship with the United Nations and other intergovernmental
organizations, including the World Trade Organization, the G20 and the G8.
ICC was founded in 1919. Today it groups hundreds of thousands of member companies and
associations from over 120 countries. National committees work with their members to address the
concerns of business in their countries and convey to their governments the business views
formulated by ICC.
74
4 February 2022
2700B/EZA (EPP)
Dominique (Dom) Xi-Tzang

NATIONAL UNIVERSITY OF MINERVILLE
By email: d-xi-tzang@nationaluni.edu.tr
Dear Madame/Sir,
you have been nominated by Respondents for confirmation as co-arbitrator.
email.
Please complete, sign and email to ica1000@iccwbo.org by 10 February 2022, the enclosed
forms of (i) Statement of Acceptance, Availability, Impartiality and Independence
(“Statement”), (ii) curriculum vitae, and (iii) Banking Instructions, which we encourage you to
complete electronically.
…/…
75
Expedited Procedure
Appendix VI).
Appendix VI).

…/…
76
Yours faithfully,
Verena Waisberg
Deputy Counsel

cc. - Samantha Denöel By email: sdenoel@d-g.com

- Sae Youn Ayaki By email: sy@ayaki.sn
- James Brothers By email: jb@ayaki.sn
77
11 February 2022
2700B/EZA (EPP)
Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki
James Brothers
jb@ayaki.sn
Independence, as well as the curriculum vitae of Dominique (Dom) Xi-Tzang, whom
Respondents have nominated as co-arbitrator.
We are now in a position to invite the Secretary General to examine whether to confirm the
co-arbitrators. We remind you that no party may be joined after the confirmation or appointment
of any arbitrator, unless all parties including the additional party otherwise agree (Article 7(1),
and subject to a decision of the arbitral tribunal (Article 7(5)). Unless we are informed otherwise
by 18 February 2022, we will proceed with the constitution of the arbitral tribunal.
Yours faithfully,
Verena Waisberg
Deputy Counsel
encl. - Statement of Acceptance, Availability, Impartiality and Independence of Dominique

(Dom) Xi-Tzang
- Curriculum Vitae of Dominique (Dom) Xi-Tzang (intentionally excluded)
cc. - Dominique (Dom) Xi-Tzang By email: d-xi-tzang@nationaluni.edu.tr
78
2700B/EZA (EPP)
CASE N° ____________________

Family Name(s): Xi-Tzang
Given Name(s): Dominique
1. ACCEPTANCE
Acceptance
X I accept to serve as arbitrator under and in accordance with the ICC Rules of Arbitration (“Rules”).
Non-Acceptance
2. AVAILABILITY
As tribunal chair /
sole arbitrator
Arbitrations 2 1 1
Court litigation Not applicable Not applicable
79

x Nothing to disclose: I am impartial and independent and intend to remain so. To the best of
Acceptance with disclosure: I am impartial and independent and intend to remain so.

Date: 10 February 2022 Signature:
80
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83
23 February 2022
2700B/EZA (EPP)
Andrea Saddemi

Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki

James Brothers
jb@ayaki.sn
Pursuant to Article 13(2) of the Rules, on 23 February 2022 the Secretary General confirmed:
- Andrea Saddemi, as co-arbitrator upon Claimant’s nomination;
- Dominique (Dom) Xi-Tzang, as co-arbitrator upon Respondents’ joint nomination;
Appointment of the President
Pursuant to the parties’ agreement, the co-arbitrators are granted 30 days to nominate the
president. If they fail to nominate within the granted period, the Court will appoint the president
(Article 12(5)).
…/…
84
Advance on Costs
As the provisional advance has been fully paid, we will transmit the file to the arbitral tribunal,
once constituted (Article 16).
The Court will fix the advance on costs to cover the arbitral tribunal’s fees and expenses, as
well as the ICC administrative expenses in due course (Article 37(2)) and Article 1(4) of
Appendix III).
Yours faithfully,
Elina Zlatanska
Counsel
85
4 March 2022
2700B/EZA (EPP)

Andrea Saddemi

Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki

James Brothers
By e-mail: sy@ayaki.sn
jb@ayaki.sn

The Secretariat of the ICC International Court of Arbitration (“Secretariat”) acknowledges
receipt an electronic copy of Claimant’s Reply to the Counterclaims (“Reply”) dated 3 March
2022.
…/…
86
A copy of the Reply (Article 5(6)) is enclosed for Respondents (Article 5(4)) and for the
co-arbtirators.
Yours faithfully,
Verena Waisberg
Deputy Counsel
encl. - Reply
87
REPLY TO COUNTERCLAIM
2021 ICC Arbitration Rules
Cryptotech Inc.
(Cryptasia)
Claimant
vs.

(The Tech Republic)
Respondent 1

(The Tech Republic)
Respondent 2
3 March 2022

88
Introduction
1. Cryptotech Inc. (“Cryptotech” or “Claimant”) hereby submits its Reply to Respondents’

Counterclaim in accordance with the letter from the ICC Secretariat.
2. Basically, Respondents filed a counterclaim for USD 20 million, or the equivalent of BTC
400 (being the down payment that BIC made when it signed the SPA), and USD 2.5 million
for alleged “wasted costs” relating to the SPA which BIC failed to perform and unlawfully
terminated.
Energy Issue
3. Cryptotech was unaware of Bitmine’s breach of the Cryptasian’s energy regulations and the
potential penalties that Bitmine faced (the “Energy Issue”) until it was raised by BIC after
the SPA was signed.
4. Accordingly, Cryptotech did not breach its representation and warranty in Article 4(5) of
the SPA.
5. Moreover, although it is true that the Energy Issue gave rise to a technical breach of
Cryptotech’s representation and warranty in Article 4(4) of the SPA, BIC cannot rely on
this as a basis not to close or to terminate the SPA for the following reasons.
(a) BIC knew or should have known of the Energy Issue when it signed the SPA.
(b) The breach was not material as the risk of any penalties being imposed on Bitmine
was non-existent.
(c) The Cryptasian government had already made an amendment to the Energy
Regulations on 4 November 2021 to address BIC supposed concerns. If that was not
sufficient, the breach could have been cured before the closing of the transaction
through a further amendment to the Energy Regulations or commercial negotiations
if BIC had promptly informed Cryptotech that it was not satisfied with the 4
November 2021 amendment.
6. In light of the above, it follows that BIC was obliged to close the SPA and was not entitled
to terminate it under Article 8(1).
Public Policy
7. Claimant is surprised by the outrageous statements made by Respondents, alleging potential

acts of corruption in the context of the SPA, which would be a breach of public policy.
Claimant takes such allegations very seriously.
8. Given the limited amount of time available to file this Reply to Counterclaim, Claimant
hereby (i) reserves all of its rights, (ii) confirms that it is conducting the necessary
investigations to refute Respondents’ arguments in full in its next submission in the case,
and (iii) denies in the strongest terms that it has been involved in any kind of corrupt
activities in the context of the SPA and Guarantee.
9. At this point in time, however, Claimant notes that pursuant to their case, Respondents
would be in breach of Article 5(2) of the SPA, as they warranted and represented that they
had not engaged any broker or intermediary for the purposes of this transaction.
89
Relief regarding Counterclaims
10. Given BIC’s breaches and unlawful termination of the SPA, it is not entitled to a refund of
the BTC 400 down payment (USD 20 million at time of transaction), nor is it entitled to
receive compensation for “wasted costs” from Claimant.
11. Accordingly, Cryptotech respectfully requests the Arbitral Tribunal to dismiss Respondents’
counterclaim, plus costs.
Subsequent events
12. Furthermore, as anticipated in the Request for Arbitration (para. 22), Claimant continued
with the negotiations in order to sell Bitmine.
13. In this respect, Claimant informs the Tribunal that on 18 February 2022, Cryptotech sold its
shares in Bitmine to a third party, Transcryptic Inc., at a price of BTC 3,500. As anticipated,
this was the highest price that Cryptotech was able to obtain for its shares following BIC’s
failure to close the transaction.
14. Claimant will provide a full quantification of its losses in its Statement of Claim.
3 March 2022

Samantha Denöel
Romain Gäry
90
From: Andrea Saddemi < andrea-saddemi@italo-arbiter.com>
Date: 14 March 2022
To: ica1000@iccwbo.org
Cc: Dominique (Dom) Xi-Tzang <d-xi-tzang@nationaluni.edu.tr>
Subject: 2700B/EZA (EPP) – Nomination of the president of the arbitral tribunal
Dear Ms. Zlatanska, Dear Ms. Waisberg,
We make reference to the correspondence from the Secretariat dated 23 February 2022 in
connection with the above reference matter.
The co-arbitrators decided to jointly nominate Camille Taylor-Jones as president of the arbitral
tribunal. Please find below the applicable contact details:
Camille Taylor-Jones
JONES AND ASSOCIATES LLP
E-mail: c.tjones@jonesassociates.adv
We remain available should you have any questions.
Best Regards,
Andrea Saddemi | Dominique (Dom) Xi-Tzang
91
15 March 2022
2700B/EZA (EPP)

Andrea Saddemi

Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki

James Brothers
jb@ayaki.sn
Dear Mesdames, Dear Sirs,
The Secretariat acknowledges receipt of the co-arbitrators’ emails dated 14 March 2022, a copy
of which is enclosed for the parties’ information.
We take note that the co-arbitrators have jointly nominated Camille Taylor-Jones as president
of the arbitral tribunal.
…/…
92
We will invite the prospective arbitrator to complete a Statement of Acceptance, Availability,

Impartiality and Independence, which we will send to all parties.
Yours faithfully,
Verena Waisberg
Deputy Counsel
93
15 March 2022
2700B/EZA (EPP)
By email: c.tjones@jonesassociates.adv
Dear Madame/Sir,
you have been jointly nominated by the co-arbitrators for confirmation as president of the
arbitral tribunal.
email.
Please complete, sign and email to ica1000@iccwbo.org by 22 March 2022, the enclosed forms
of (i) Statement of Acceptance, Availability, Impartiality and Independence (“Statement”), (ii)
curriculum vitae, and (iii) Banking Instructions, which we encourage you to complete
electronically.
…/…
94
Expedited Procedure
Appendix VI).
Appendix VI).

…/…
95
Yours faithfully,
Verena Waisberg
Deputy Counsel

cc. - Andrea Saddemi By email: andrea-saddemi@italo-arbiter.com

- Dominique (Dom) Xi-Tzang By email: d-xi-tzang@nationaluni.edu.tr
- Samantha Denöel By email: sdenoel@d-g.com

- Sae Youn Ayaki By email: sy@ayaki.sn
- James Brothers By email: jb@ayaki.sn
96
23 March 2022
2700B/EZA (EPP)

Andrea Saddemi

Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki

James Brothers
By e-mail: sy@ayaki.sn
jb@ayaki.sn
Independence, as well as the curriculum vitae of Camille Taylor-Jones, whom the co-arbitrators
have jointly nominated as president of the arbitral tribunal.
As the prospective arbitrator has made a disclosure, please provide your comments, if any, by
30 March 2022 (Article 11(2)).
If a party does not provide comments within the time limit granted, we will consider that it does
not object to Camille Taylor-Jones’s confirmation.
…/…
97
Upon receipt of the parties’ comments or expiry of the time limit granted, the Court or, as case
may be, the Secretary General, will decide whether to confirm the prospective arbitrator.
Yours faithfully,
Elina Zlatanska
Counsel
encl. - Statement of Acceptance, Availability, Impartiality and Independence of Camille

Taylor-Jones
- Curriculum Vitae of Camille Taylor-Jones (intentionally excluded from the case file)
cc. - Camille Taylor-Jones By email: c.tjones@jonesassociates.adv
98
2700B/EZA (EPP)
CASE N° ____________________

Family Name(s): Taylor-Jones
Given Name(s): Camille
1. ACCEPTANCE
Acceptance
x I accept to serve as arbitrator under and in accordance with the ICC Rules of Arbitration (“Rules”).
Non-Acceptance
2. AVAILABILITY
As tribunal chair /
sole arbitrator
Arbitrations 3 1 1
Court litigation Not applicable Not applicable Not applicable
99

Nothing to disclose: I am impartial and independent and intend to remain so. To the best of
x Acceptance with disclosure: I am impartial and independent and intend to remain so.
I inform the parties that I acted as co-counsel in cooperation with the Claimant's counsel's law firm, in an
arbitration which took place between 2014 and 2017.
The dispute and the parties involved therein are unrelated to the present case to the best of my knowledge,
and Claimant's counsel were not personally involved in said arbitration.
Thus, I hereby reaffirm my independence and impartiality to act as arbitrator in the present dispute.

Date: 22 March 2022 Signature:
100
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13 14 15 16 17 18 19 11 12 13 14 15 16 17
20 21 22 23 24 25 26 18 19 20 21 22 23 24
27 28 29 30 25 26 27 28 29 30 31
102
2024
JANUARY FEBRUARY
1 2 3 4 5 6 7 1 2 3 4
8 9 10 11 12 13 14 5 6 7 8 9 10 11
15 16 17 18 19 20 21 12 13 14 15 16 17 18
22 23 24 25 26 27 28 19 20 21 22 23 24 25
29 30 31 26 27 28 29
MARCH APRIL
1 2 3 1 2 3 4 5 6 7
4 5 6 7 8 9 10 8 9 10 11 12 13 14
11 12 13 14 15 16 17 15 16 17 18 19 20 21
18 19 20 21 22 23 24 22 23 24 25 26 27 28
25 26 27 28 29 30 31 29 30
MAY JUNE
1 2 3 4 5 1 2
3 4 5 6 7 8 9
6 7 8 9 10 11 12
10 11 12 13 14 15 16
13 14 15 16 17 18 19
17 18 19 20 21 22 23
20 21 22 23 24 25 26
24 25 26 27 28 29 30
27 28 29 30 31
JULY AUGUST
1 2 3 4 5 6 7 1 2 3 4
8 9 10 11 12 13 14 5 6 7 8 9 10 11
15 16 17 18 19 20 21 12 13 14 15 16 17 18
22 23 24 25 26 27 28 19 20 21 22 23 24 25
29 30 31 26 27 28 29 30 31
SEPTEMBER OCTOBER
1 1 2 3 4 5 6
2 3 4 5 6 7 8 7 8 9 10 11 12 13
9 10 11 12 13 14 15 14 15 16 17 18 19 20
16 17 18 19 20 21 22 21 22 23 24 25 26 27
23 24 25 26 27 28 29 28 29 30 31
30
NOVEMBER DECEMBER
1 2 3 1
2 3 4 5 6 7 8
4 5 6 7 8 9 10
9 10 11 12 13 14 15
11 12 13 14 15 16 17
16 17 18 19 20 21 22
18 19 20 21 22 23 24
23 24 25 26 27 28 29
25 26 27 28 29 30
30 31
103
1 April 2022
2700B/EZA (EPP)

Andrea Saddemi

Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki

James Brothers
jb@ayaki.sn
Pursuant to Article 13(2) of the Rules, on 1 April 2022, the Secretary General confirmed
Camille Taylor-Jones, as president of the arbitral tribunal upon the joint nomination of the
co-arbitrators.
…/…
104
The Secretary General had confirmed on 23 February 2022:
- Andrea Saddemi, as co-arbitrator upon Claimant’s nomination;
- Dominique (Dom) Xi-Tzang, as co-arbitrator upon Respondents’ joint nomination.
Advance on Costs
We enclose the Note to the Parties and Arbitral Tribunals on the Conduct of the Arbitration
under the ICC Rules of Arbitration which provides in paragraph 90 that where claims are made
under Articles 7 and 8, the Court may either (1) fix several advances on costs, or (2) fix one
advance on costs and establish the respective portions to be paid by each party (Article 37(4)).
The parties may also agree to a different apportionment.
The advance on costs is intended to cover the arbitral tribunal’s fees and expenses, as well as
the ICC administrative expenses (Article 37(2)) and Article 1(4) of Appendix III to the Rules).
The Court fixed an advance based on an amount in dispute quantified at US$ 333 711 583, and
three Arbitrators. Depending on the evolution of the arbitration, the Court may readjust the
advance on costs. We enclose the Financial Table.
As the provisional advance has been fully paid, we are transmitting the file to the arbitral
tribunal today (Article 16). The parties should correspond directly with the arbitral tribunal and
send copies of their correspondence to the other party/parties and to the Secretariat.
We also enclose Payment Requests that indicate the amounts to be paid and when such
payments are due.
Yours faithfully,
Elina Zlatanska
Counsel
105
1 April 2022
2700B/EZA (EPP)

Andrea Saddemi

Pursuant to Article 16 of the ICC Rules of Arbitration (“Rules”), the Secretariat transmits the
file to the arbitral tribunal.
We invite you to read carefully the enclosed Case Information and Note to Parties and Arbitral
Tribunals on the Conduct of the Arbitration under the ICC Rules of Arbitration (“Note”).
Expedited Procedure
Provisions (“Provisions”) (Appendix VI), and to the following main features of such
Provisions:
Appendix VI).
…/…
106
Appendix VI).
 The Scales Arbitrator’s Fees applicable to the Expedited Procedure Provisions.
Efficient Conduct of the Arbitration
The arbitral tribunal and the parties must make every effort to conduct the arbitration in an
expeditious and cost effective manner, having regard to the complexity and value of the dispute
(Article 22(1)). The Note sets forth the time limits under the Rules that you must observe and
relevant information concerning the conduct of the proceedings.
Appendix IV of the Rules contains suggested case management techniques. The Note also
provides guidance on the organisation of conferences or hearings, including conducting such
conferences and hearings by audioconference, videoconference, or other similar means of
communication (see section “Conduct of the Arbitration” of the Note).
Furthermore, we draw your attention to the arbitration agreement, which provides that “[t]he
Parties agree, pursuant to Article 30(2)(b) of the ICC Rules, that the Expedited Procedure
Rules shall apply irrespective of the amount in dispute.” The Court may, on its own initiative,
extend any time limit which has been modified by the parties if it decides that this is necessary
in order for the arbitral tribunal or the Court to fulfil its responsibilities in accordance with the
Rules (Article 39).
…/…
107
Time Spent
Pursuant to Article 2 of Appendix III, when fixing the arbitrators’ fees the Court may take into
consideration, among other criteria, the time spent by arbitrators and the complexity of the
dispute. To this end, the Secretariat will request from the arbitrators a periodical report on their
activities, which should include a description of the tasks performed, an estimate of the amount
of time spent on each of those tasks, and any other information related to those tasks that the
arbitrators may deem relevant. For this purpose, we encourage arbitrators to use the Statement
of Time and Travel for Work Done.
Submission of Draft Awards and Arbitral Tribunal’s Fees
The time limit for rendering the final award is 6 months from the date of the case management
conference (Article 4(1) Appendix VI). This time limit includes the submission of the draft final
award to the Court for scrutiny, its approval and its notification to the parties (Article 4(1) of
Appendix VI).
The Court may extend the time limit for rendering the final award pursuant to a reasoned request
from the sole arbitrator or on its own initiative if it decides it is necessary to do so (Articles
31(2)) and 4(1) of Appendix VI).
While having the power to extend such time limit, the Court will consider the diligence and
efficiency, the time spent, the rapidity of the proceedings, the complexity of the dispute and the
timeliness of the submission of the draft award, when fixing the sole arbitrator’s fees (Article
2(2) of Appendix III).
Pursuant to section “Signature of Terms of Reference and Awards – Notification of Awards”

of the Note to Parties and Arbitral Tribunals on the Conduct of the Arbitration under the ICC
Rules of Arbitration (“Note”), and subject to any applicable mandatory law requirements, the
arbitral tribunal is invited to clarify with the parties if they would agree to the notification of
any award by email. If the parties agree to an electronic notification, this will be the only
notification under the Rules and the electronic document will constitute the original of the
award.
…/…
108
Pursuant to section “Publication of Information Regarding Arbitral Tribunals, Industry Sector

and Law Firms Involved” of the Note, the Court publishes on its website information regarding
the names of the arbitrators, their nationality, their role within a tribunal and the method of their
appointment, the parties’ representatives in the case, the industry sector involved and whether
the arbitration is pending or closed. Such information is published after the Terms of Reference
have been transmitted to or approved by the Court, or after the Case Management Conference
in cases where the Expedited Procedure Provisions apply, and will be updated in the event of a
change in the party representation (without however mentioning the reason for the change). In
this respect, the Court publishes such information unless any of the parties objects.
“Energy” will be indicated as the industry sector involved in this arbitration, unless we are
otherwise advised by the arbitral tribunal within 7 days. Only one option may be displayed on
the website.

Opinions” of the Note, at any time before publication, any party may object to publication or
require that any award and/or order, as well as any dissenting and/or concurring opinion
(“awards and related documents”) which may be made in the case be in all or part anonymised
(removal of names and any contextual data that may lead to identification of individuals, parties
or disputes) or pseudonymised (replacement of any name by one or more artificial identifiers
or pseudonyms), in which case they will not be published or will be anonymised or
pseudonymised. Should the parties require anonymisation or pseudonymisation it will be upon
the parties to agree on the redactions or accept the redactions proposed by the Secretariat. In
case of publication, we will send the draft to the parties and/or their representatives for their
…/…
109
Should any question arise regarding the application of the Note, please contact the Secretariat.
Yours faithfully,
Elina Zlatanska
Counsel
110
From: c.tjones@jonesassociates.adv
Sent: Monday 4 April, 2022 17:07
To: sdenoel@d-g.com; rgary@d-g.com; sy@ayaki.sn; jb@ayaki.sn
Cc: ica1000 <ica1000@iccwbo.org>; andrea-saddemi@italo-arbiter.com; d-xi-
tzang@nationaluni.edu.tr
Subject: ICC Case 2700B/EZA
Dear Counsel,
We acknowledge receipt of the file in case 2700B/EZA (EPP).
Pursuant to the agreement of the Parties (in particular Article 9 of the Share and Purchase
Agreement) the present arbitration is to be conducted under the Expedited Procedure Rules -
Appendix VI of the ICC Arbitration Rules.
In that respect, the first step is to organize the Case Management Conference in accordance
with Article 3 (3) of Appendix VI - Expedited Procedure Rules. We therefore invite you to
participate in the following date: Thursday 15 April 2022, at 3.00 pm.
The procedural timetable and other procedural matters will be discussed and agreed at such
Case Management Conference.
We look forward to working with the Parties towards a prompt resolution of this dispute.
Yours Sincerely,
Camille Taylor-Jones, President
On behalf of the Arbitral Tribunal
111
INTERNATIONAL CHAMBER OF COMMERCE
INTERNATIONAL COURT OF ARBITRATION
CASE No. 2700B/EZA (EPP)
Cryptotech Inc (Cryptasia)

Claimant
vs.
Bitcoin Investors Company Pte Ltd

(The Tech Republic)
Respondent 1
and
Digital Gold Pte Ltd (The Tech Republic)

Respondent 2
PROCEDURAL ORDER NO. 1
18 April 2022
Arbitral Tribunal
Andrea Saddemi, Co-arbitrator
Dominique (Dom) Xi-Tzang, Co-arbitrator
112
This Procedural Order (“Procedural Order No. 1” or “PO 1”) is issued in accordance with
Article 30 of the 2021 Rules of Arbitration of the International Chamber of Commerce
(“ICC Rules” or “Rules”) and Appendix VI (“Expedited Procedure Provisions”), and after
consultation with the parties on the matters addressed herein during the Case Management
Conference (CMC) held on 15 April 2022 by Microsoft Teams.
1. PARTIES AND COUNSEL

1.1 The parties to this arbitration are identified in the caption and are represented as follows:
1.2 Counsel for Claimant:
DENöEL - GäRY INTL. LLP
Samantha Denoel
Romain Gary
1.3 Counsel for Respondents

Sae Youn Ayaki
James Brothers
2. PROCEDURAL TIMETABLE
2.1 The Procedural Timetable for the arbitration shall be as set out in Annex A to this Procedural
Order.
2.2 The parties agreed that Claimant will be able to respond to the counterclaim at the hearing and
with its post-hearing brief. Claimant does not request an opportunity to reply to the counterclaim
before the hearing.
3. ARBITRATION RULES AND PROCEDURE

3.1 Pursuant to Article 9 of the Share and Purchase Agreement, the arbitration is governed by the
ICC Arbitration Rules including the ICC Expedited Procedure Provisions (‘EPP’). The EPP set
out a number of procedural rules which are specific to the Expedited Procedure. In particular, the
Arbitral Tribunal may, after consultation with the Parties, decide not to allow requests for
document production or to limit the number, length and scope of written submissions and written
evidence (both fact witnesses and experts).
113
3.2 The proceedings shall further be governed by the procedural rules which the Arbitral Tribunal
shall determine as applicable, through the issuance of this PO1 and further procedural directions.
3.3 In regard to matters concerning the gathering or taking of evidence, the Arbitral Tribunal may
refer to the IBA Rules on the Taking of Evidence in International Arbitration 2010 for guidance
as to practices commonly accepted in international arbitration but shall not be bound to apply
them.
4. SUBMISSIONS
4.1 The Parties’ submissions shall be made in accordance with the Procedural Timetable. Time
limits shall be deemed to have been complied with, if the submission has been sent by email on
the day that it is due by midnight Minerville time.
4.2 All written notifications and communications, including all written submissions, briefs and
supporting documents, addressed by the parties to the Arbitral Tribunal shall be sent directly to
the Arbitral Tribunal with copies sent simultaneously to the other parties and to the Secretariat.
The Parties and their representatives shall not engage in any ex parte communications with the
Arbitral Tribunal. Written notifications and communications from the Arbitral Tribunal to the
parties shall also be copied to the Secretariat.
4.3 As a rule, any unscheduled submissions outside the Procedural Timetable are subject to the
permission of the Arbitral Tribunal.
4.4 Documents shall be submitted in the following manner:
(a) Exhibits shall be numbered consecutively throughout these proceedings.
(b) The number of each exhibit containing a document produced by the Claimant shall
be preceded by the letter “C-” for factual exhibits and “CL-” for legal exhibits containing
authorities, etc. The number for each exhibit containing a document produced by the
Respondents shall be preceded by the letter “R-” for factual exhibits and “RL-” for legal
exhibits containing authorities, etc.
(c) Each exhibit shall have a divider with the exhibit identification number on the tab.
(d) A party may produce several documents relating to the same subject matter within
one exhibit, numbering each page of such exhibit separately and consecutively.
(e) Exhibits shall also be submitted in searchable PDF format and start with the number
“C-1” and “R-1,” respectively.
4.5 The Arbitral Tribunal takes note of Respondents’ invocation of “red flags” that would be
pointing at possible violations of public policy in the performance of the contracts entered into
114
by the Parties and is conscious of the generally accepted duly of arbitrators to protect the integrity
of the arbitral process (Article 42 by ensuring respect for public policy in arbitration, especially
in the presence of allegations or suspicions of corruption).1
5. WITNESS AND EXPERT EVIDENCE

5.1 If a Party wishes to adduce evidence by witnesses of fact or experts in support of its allegations,
it shall submit written witness statements or expert reports.
5.2 Any person may present evidence as a witness, including a Party or a Party’s officer, employee,
or other representative.
5.3 All witness statements and expert reports, as the case may be, shall be filed together with the
written submissions.
5.4 Each witness statement or expert report, as the case may be,
(a) shall state the name and professional address of the witness/expert;
(b) state the relationship of the witness/expert with any of the Parties (in particular whether
the witness/expert is or was an employee or other representative of a Party);
(c) give a description of the qualifications and present position of the witness/expert;
(d) set out the substance of the witness/expert evidence on which the Party relies in support
of its case;
(f) state the basis of the evidence (own perception or if on information received,
from whom, when and how); and
(e) be signed by the witness/expert and state the date and place of signature.
5.6 Only fact witnesses from whom a Witness Statement has been duly submitted, or expert
witnesses from whom an Expert Report has been submitted, may testify at the Oral Hearing.
5.7 Any witness from whom a Witness Statement or Expert Report has been submitted must,
at the request of another party made in accordance with the Procedural Timetable, or at the
request of the Tribunal, be made available for cross-examination at the hearing.
5.8 If a witness is required to attend for cross-examination but fails to do so, the Tribunal may
in its discretion receive the statement, disregard the statement, or accept it but attach less weight
to it.
5.9 The Arbitral Tribunal shall, at all times, have complete control over the procedure in relation
to a witness giving oral evidence, including the right to conduct witness conferencing, have the
1The ICC has recently established a Task Force which aims to explore existing approaches to allegations or signs of
corruption in disputes and articulate guidance for arbitral tribunals on how to deal with such occurrences.
115
witness questioned by the Parties, to deny or limit time for questioning witnesses no longer
considered to be essential by the Arbitral Tribunal, and to re-call a witness at the request of a
Party or on its own motion.
6. HEARING
6.1 The hearing on the merits shall take place virtually on the date set out in Annex A to this
Procedural Order.
6.2 If necessary, the Arbitral Tribunal will issue additional rules and directions concerning the
conduct of the hearing, in due course.
6.3 A pre-hearing Conference may be called by the Arbitral Tribunal on the date set out in Annex
A.
7. ISSUES TO BE DETERMINED AT THE HEARING

Based on the parties’ submissions filed to date, the key factual issues to be determined at the
hearing are as follows:
1. Were any of Cryptotech’s officers aware of Bitmine’s breach of the Energy
Regulations when it agreed to sell the company under the terms of the SPA
(relevant to BIC’s defence that Cryptotech breached Article 4(5) of the SPA)?
2. Did BIC know, or should it have known, of Bitmine’s breach of the Energy
Regulations when it signed the SPA (relevant to Cryptotech’s argument that BIC
cannot hold Cryptotech liable for the breach under Article 313 of the Cryptasian
Sales Law)?
3. Was Cryptotech’s accepted breach of the representation and warranty in Article
4(4) of the SPA material (relevant to whether BIC can rely on the breach to avoid
closing the SPA under Article 6(1)(a) and terminate the SPA under Article 8(1)(a))?
4. Could the Energy Regulations have been amended to cure Bitmine’s non-
compliance before the closing (relevant to whether BIC can rely on the breach to
avoid closing the SPA under Article 6(1)(a) and terminate the SPA under Article
8(1)(a))?
5. Did BIC terminate the SPA in good faith (relevant to Cryptotech’s claim that BIC’s
termination is invalid under Article 2 of the Cryptasian Civil Code)?
6. Should the Tribunal refuse to enforce the SPA on the basis that it is tainted by
illegality and/or otherwise contrary to public policy?
116
7. Quantum issues
Any other issues which may be relevant following the parties’ main submissions and evidence
proffered in the record, shall also be examined at the hearing.
8. EXTENSIONS OF TIME
The Tribunal may grant extensions of time, upon application by a Party or on the Tribunal's own
motion, and whether before or after expiry of any time-limit, as determined by the Tribunal in its
discretion. If any Party should experience any difficulty with any time-limit, it is imperative that
such difficulties are notified to the other Party and the Tribunal immediately, as soon as it arises
and before the expiry of the time-limit.
9. AMENDMENTS AND OTHER PROCEDURAL MATTERS

9.1 The President may rule alone on routine matters such as extensions of time with no impact
on any hearing dates and on procedural applications of an emergency nature. The President may
rule on non-routine matters and non-emergency procedural applications after consultation with
the other members of the Tribunal. Any Party may make a timely application for a procedural
application to be determined by the full Tribunal.
9.2 Procedural Orders may be signed by the President alone.
9.3 The Arbitral Tribunal may amend or supplement this PO1, upon application by a Party or on
its own motion, as the Arbitral Tribunal deems it appropriate.
10. GDPR
The Arbitral Tribunal will process personal data in accordance with the General Data Protection
Regulation (GDPR), it being noted that the parties and their counsel have given their consent to
such processing. The Arbitral Tribunal confirms that all personal data will be handled
confidentially.
Place of arbitration: Minerville, The Tech Republic

Date: 18 April 2022

President
117
Annex A. Procedural Timetable
No. Action Date
1. Statement of Claim (skeleton form), including all factual 1 June 2022

and legal documentary evidence, witness statements and
expert reports (“SoC”)
2. Statement of Defense and Counterclaim (skeleton form), 1 July 2022
including all factual and legal documentary evidence,
witness statements and expert reports (“SoD”)
3. Pre-hearing conference 29 July 2022
4. Hearing 15 August 20222
5. Post-hearing briefs (including costs’ statements) TBD

(15 days from hearing)
6. Award TBD
(6 months from CMC)
2This procedural order establishes that the hearing will take place on 15 August 2022 in attention to Article 4(1) of
Appendix VI of the Rules. However, please disregard that date and keep in mind that the oral hearings of the Cross-
Examination Moot will take place between 28 November and 2 December 2022.
118
19 April 2022
2700B/EZA (EPP)
Andrea Saddemi

Samantha Denöel
Romain Gäry
rgary@d-g.com
Sae Youn Ayaki

James Brothers
jb@ayaki.sn
Case Management Conference
We note that the case management conference took place on 15 April 2022 (Article 24(1)).
…/…
119
Procedural Timetable
We acknowledge receipt of the procedural timetable, which we will transmit to the Court
(Article 24(2)). Any subsequent modifications must be communicated to the Court and the
parties.
Time Limit for Rendering the Final Award
The time limit for rendering the final award is six months from the date of the case management
conference (Article 4(1) Appendix VI). This time limit includes the submission of the draft final
award to the Court for scrutiny, its approval and its notification to the parties (Article 4(1) of
Appendix VI). The Court may extend the time limit for rendering the final award pursuant to a
reasoned request from the sole arbitrator or on its own initiative if it decides it is necessary to
do so (Articles 31(2)) and 4(1) of Appendix VI).
The Secretariat refers to its correspondence dated 7 June 2022 by which it indicated to the
parties that unless any of the parties objects within 7 days, the Court will publish on its website
information regarding the names of the arbitrators, their nationality, their role within a tribunal
and the method of their appointment, the parties’ representatives in the case, the industry sector
involved and whether the arbitration is pending or closed. The time limit having expired without
any objections received from the parties we will publish such information.

Opinions” of the Note, at any time before publication, any party may object to publication or
require that any award and/or order, as well as any dissenting and/or concurring opinion
(“awards and related documents”) which may be made in the case be in all or part anonymised
(removal of names and any contextual data that may lead to identification of individuals, parties
or disputes) or pseudonymised (replacement of any name by one or more artificial identifiers
or pseudonyms), in which case they will not be published or will be anonymised or
pseudonymised. Should the parties require anonymisation or pseudonymisation it will be upon
the parties to agree on the redactions or accept the redactions proposed by the Secretariat. In
case of publication, we will send the draft to the parties and/or their representatives for their
…/…
120
Should any question arise regarding the application of the Note, please contact the Secretariat.
Yours faithfully,
Elina Zlatanska
Counsel
121
Cryptotech Inc.
(Cryptasia)
Claimant
vs.

(The Tech Republic)
Respondent 1
and

(The Tech Republic)
Respondent 2
STATEMENT OF CLAIM
(Skeleton form)
1 June 2022

1
122
STATEMENT OF CLAIM
(Skeleton form)
TABLE OF CONTENTS
I. General background
A. Bitcoin mining
B. Climate change policies
C. Claimant’s decision to sell Bitmine
D. Subsequent events
II. Contractual provisions and applicable law
III. Respondent 1 had no basis to terminate the SPA
A. Cryptotech did not breach Article 4(5) of the SPA

B. The breach of Article 4(4) was not material
C. The breach of Article 4(4) could have been cured before the Closing
D. BIC knew or should have known about the Energy Issue
IV. Respondent 1 terminated the SPA in bad faith
V. Respondents’ corruption allegations are baseless
VI. Respondent 2’s liability under the Guarantee
VII. Quantum
VIII. Miscellaneous
IX. Claimant’s prayers for relief
2
123
STATEMENT OF CLAIM
(Skeleton form)
1. Cryptotech Inc. (“Cryptotech” or “Claimant”) respectfully submits the present Statement

of Claim in accordance with the Procedural Timetable (in the summary / skeleton form
agreed for these EPP proceedings), the purpose of which is to draw the Tribunal’s attention
to the relevant issues in preparation for the final hearing to be held on 15 August 2022.
2. The case concerns the liability of Bitcoin Investors Company Pte. Ltd. (“BIC” or
“Respondent 1”) and Digital Gold Pte. Ltd. (“Digital Gold” or “Respondent 2”; together
with Respondent 1, “Respondents”) under the Share Purchase Agreement and the Parent
Company Guarantee (the “SPA” and “Guarantee”, respectively).1 In particular, the case
concerns Respondent 1’s failure to pay the purchase price at Closing and the subsequent
unlawful termination of the SPA.
I. GENERAL BACKGROUND
A. Bitcoin mining
3. The bitcoin cryptocurrency was established in November 2008. It is a decentralized digital

currency that can be sent from user to user on the bitcoin network without the need for an
administrator or intermediaries. There is a finite number of bitcoins (21 million), of which
90% have already been mined.
4. Bitcoin transactions are recorded using blockchain technology, whereby a ‘block’ contains
information describing a chain of historical transactions that have occurred between
different bitcoin addresses. When parties enter into bitcoin transactions, the relevant block
(on which the transaction is recorded with other transactions) is transmitted to a network of
computers (‘miners’) around the world. The miners solve mathematical equations to verify
the transactions and confirm the validity of the block (for which they are paid a transaction
fee).
1
Exhibits C-1 and C-1 bis.
3
124
5. The miner will then seek to identify the target ‘hash’ for the block, which is a 64-digit
number that has been generated to represent cryptographically the string of transactions
recorded in the block. Solving the hash before any other miners, essentially by guesswork,
locks the block and adds it to the blockchain – for which the successful miner is paid BTC
6.25.
6. Miners need to use high-end technology to verify the legitimacy of cryptocurrency

transactions. This secures the bitcoin network and makes it difficult to attack or alter. By
verifying transactions, bitcoin miners also help to prevent a bitcoin owner from illicitly
spending the same bitcoin twice.
7. Since its launch in 2008, bitcoin has become internationally recognized and its value has
dramatically increased in recent years. This has led to an increase in the number of bitcoin
miners. To maximize their chances of identifying the target hash before other miners (and
thereby be rewarded in bitcoin), bitcoin mining facilities have been created. These resemble
warehouses filled with customized computers (colloquially known as ‘mining rigs’), which
enable miners to scale up their ‘hashrate’ – i.e., the number of hashes produced per second.
8. Moreover, the mining process is designed to become progressively more difficult and thus
require more and more computer power. The mining rate (i.e., the time taken to resolve the
mathematical puzzle to lock a block) is recalculated every 2,016 blocks to a value such that
the previous 2,016 blocks would have been generated in exactly two weeks had everyone
been mining at that level of difficulty. This maintains an average global yield of one block
being mined globally per 10 minutes (for which BTC 6.25 is paid).
9. Thus, the increased interest and popularity of bitcoin has led to more mining facilities being
set up, which in turn has increased the relative difficulty of bitcoin mining and increased
the necessary power consumption required to mine successfully.
4
125
B. Climate change policies
10. It is estimated that 65% of global bitcoin mining takes place in Cryptasia. The high levels
of carbon emissions produced by bitcoin mining companies has been criticized by
environmentalists in recent years.2
11. As a result, and as a signatory to the 2015 Paris Accords, Cryptasia pledged to reduce its
carbon emissions by 30% (compared to 2015 levels) by 2030.3
12. To realize its commitment to the environment, Cryptasia’s government, through its Ministry
of Energy, introduced Regulation 22/2019 on 1 June 2019 (the “Energy Regulations”),4
which establishes a framework for the irreversible and gradual reduction of greenhouse gas
emissions.
13. Article 5 of the Energy Regulations seeks to reduce emissions from the cryptocurrency
mining industry by imposing caps on the amount of non-renewable energy that mining
companies can use at their mining sites. The penalty for non-compliance is a fine of 60,000
Cryptasian dollars (equivalent to USD 10,000) per 1 gigawatt hour of electricity consumed
from non-renewable sources in excess of the relevant caps.5
14. However, it took longer than expected for renewable energy sources to come online in
Cryptasia. As a result, most cryptocurrency mining companies (including Bitmine) were
unable to secure enough renewable energy to comply with the limits set by the Energy
Regulations as there is insufficient renewable energy available in many of the regions in
which they operate. The Cryptasian Renewable Energy Directorate (“RED”), which is
responsible for enforcing the Energy Regulations, is aware of the problem and has not
penalized any company for breaching the Energy Regulations.6
2
CWS-2, § 4.
3
CWS-2, § 5.
4
Exhibit CL-1.
5
Exhibit CL-1.
6
CWS-2, § 10.
5
126
C. Claimant’s decision to sell Bitmine
15. In June 2021, as part of a new strategy to transition away from capital- and energy-intensive
businesses like bitcoin mining, Cryptotech decided to sell Bitmine and started looking for
buyers.7
16. BIC expressed its interest in acquiring Bitmine on 5 July 2021.8 As BIC’s offer was the
most attractive, Cryptotech signed a term sheet with BIC on 12 July 2021.9 BIC proceeded
to perform extensive due diligence on Bitmine between 14 July and 10 August 2021, which
included review of documents in a data room, interviews with Bitmine employees, and site
visits.10
17. On 16 August 2021, BIC wrote to Cryptotech indicating that it was satisfied with its due
diligence findings and had all the necessary regulatory and internal approvals needed to
acquire Bitmine.11 The parties then proceeded to negotiate the terms of the SPA.
18. Determined to demonstrate that bitcoin can be used as an alternative to traditional currencies,
Cryptotech proposed that the purchase price be denominated in bitcoin, which BIC accepted.
After negotiations, the parties eventually agreed on a purchase price of BTC 4,000.12
19. The parties signed the SPA on 3 September 2021, pursuant to which Cryptotech agreed to
transfer all of its shares in Bitmine to BIC in consideration of a payment of BTC 4,000 on
the closing date of 16 November 2021.13 In order to secure the transaction, Digital Gold
signed the Parent Company Guarantee, whereby it undertook to be jointly and severally
liable for the entirety of BIC’s obligations under the SPA.14
7
CWS-1, § 5.
8
Exhibit C-4.
9
Exhibit C-5.
10
CWS-1, § 7; C-6.
11
Exhibit C-7.
12
CWS-1, § 9.
13
Exhibit C-1.
14
Exhibit C-1 bis.
6
127
D. Subsequent events
20. On 16 October 2021, BIC’s CFO, Nico Mansor, emailed Cryptotech’s CEO, Charlie Hong,
noting that the price of bitcoin had risen by 22% since the SPA was signed. BIC proposed
adjusting the purchase price on the closing date based on the change in the USD value of
bitcoin since the SPA was signed.15
21. On 19 October 2021, Cryptotech rejected BIC’s proposal, explaining that each party
assumed the risk of fluctuations in the price of bitcoin when they agreed to denominate the
purchase price in bitcoin.16
22. On 25 October 2021, BIC’s CFO emailed Cryptotech’s CEO again to express concerns
about Bitmine’s breach of the Cryptasian Energy Regulations, which BIC claimed exposed
Bitmine to a potential penalty of USD 11.83 million in 2020 and a similar penalty in 2021.17
23. After receiving BIC’s email, Cryptotech’s CEO spoke with Bitmine’s Chief Operating
Officer, who explained that virtually all cryptocurrency mining companies in Cryptasia
were unable to comply with the Energy Regulations because of a lack of renewable energy
supply in the country. Cryptotech’s CEO also spoke with the Director of RED, Wang Chen,
in order to find out more about the issue. Wang Chen said that the Cryptasian government
was well aware of the difficulties that cryptocurrency mining companies faced in complying
with the Energy Regulations and did not enforce the regulations strictly. To date and as a
result, no company has ever been penalized for breaching the regulations.18
24. On 27 October 2021, Wang Chen had a call with BIC’s CFO to give them further assurance
on the issue. During the call, Wang Chen promised to explore the possibility of amending
the Energy Regulations to lower the renewable energy caps to more achievable levels.19
15
Exhibit C-2.
16
Exhibit C-2.
17
Exhibit C-7.
18
CWS-1, §§ 14-15 ; CWS-2, § 11-12.
19
CWS-2, §§ 13-14.
7
128
25. Wang Chen raised the request with the Ministry of Energy on 28 October 2021, asking for
the Energy Regulations to be amended on an expedited basis in view of the impending
closing date for the Bitmine transaction.20
26. The requested amendments were enacted by the Cryptasian authorities just one week later
on 4 November 2021.21 The next day, Cryptotech informed BIC of the amendments and
sought confirmation of BIC’s readiness to close the transaction on 16 November 2021.22
27. BIC only responded ten days later on 15 November 2021. BIC claimed in its response that
the 4 November 2021 amendment was insufficient as it did not retroactively change the
applicable limit on non-renewable energy in 2020, which remained at 80%. BIC stated that
the issue needed to be resolved before it could proceed with the closing.23
28. Cryptotech’s CEO immediately called Wang Chen to inform the latter of BIC’s position,
asking if he could request another amendment to the Energy Regulations to retroactively
change the applicable limit for 2020. Wang Chen agreed to do so.24
29. On 15 November 2021, Cryptotech emailed BIC to inform it of this development and seek
confirmation that BIC would close the deal the next day.25 BIC did not respond to this email.
30. On 16 November 2021, as Cryptotech had not heard from BIC regarding its intentions, its
in-house legal counsel, Xing Lee, wrote to a Deputy Manager of BIC, Dylan Dayal, to ask
whether BIC would proceed to close the transaction that day. Cryptotech received only a
vague response claiming that BIC was busy dealing with some internal issues. BIC did not
tell Cryptotech what those issues were, nor did it respond to Cryptotech’s offer to postpone
the closing so that those issues could be discussed and resolved.26
20
Exhibit C-8.
21
Exhibit CL-2.
22
Exhibit C-9.
23
Exhibit C-9.
24
CWS-1, § 19; CWS-2, § 18.
25
Exhibit C-9.
26
Exhibit C-10.
8
129
31. Ultimately, BIC did not attend the scheduled closing on 16 November 2021.27
32. On 18 November 2021, after two days of silence from BIC, Cryptotech was informed by
BIC that one of its directors, Mahatma Singh, would be travelling to Cryptasia the next day
and would like to meet with Cryptotech to discuss the status of the deal.28
33. On 19 November 2021, BIC’s director met Cryptotech’s CEO at Cryptotech’s offices. At
the meeting, he informed Cryptotech that BIC had decided to withdraw from the transaction.
In response to Cryptotech’s strong unhappiness with this decision, he said that BIC made
the decision for ‘commercial reasons’, while promising to recommend Bitmine to BIC’s
contacts in the industry who might be interested in acquiring it.29
34. On 22 November 2021, Cryptotech issued a demand letter to BIC and Digital Gold, noting
that BIC was in breach of the SPA for failing to attend the closing on 16 November 2021
and giving it a final opportunity to close the deal on 25 November 2021.30
35. BIC did not attend the closing on 25 November 2021. Instead, BIC sent a letter to
Cryptotech, stating that it would not be attending the closing and purporting to terminate
the SPA because of alleged breaches of Cryptotech’s representations and warranties.31
36. Given BIC’s refusal to close the deal, Cryptotech eventually sold Bitmine to a third party
at the price of 3,500 bitcoin,32 which is significantly less than the purchase price of 4,000
bitcoin under the SPA.
27
CWS-1, § 22.
28
CWS-1, § 24.
29
CWS-1, § 25.
30
Exhibit C-11.
31
Exhibit C-3.
32
CWS-1, § 28.
9
130
II. CONTRACTUAL PROVISIONS AND APPLICABLE LAW
37. Article 2 of the SPA provides as follows:
Sale and purchase

1. Upon the terms and subject to the conditions of this Agreement, the Seller shall
sell to the Buyer the Bitmine Shares and the Buyer shall purchase such Bitmine
Shares.
2. Subject to the conditions of this Agreement, the sale and purchase of the Bitmine
Shares shall take place at a closing (the “Closing”) to be held at the offices of
Cryptotech on 16 November 2021 at 10:00 A.M. Cryptasia time, […]
38. Article 5 of the SPA provides as follows:

1. Due Diligence. The Buyer has entered into this Agreement after having
conducted a legal and financial due diligence review and obtaining full
independent legal and financial professional advice in respect of the investment
made herein and the applicable Law relating to the Business.
intermediary in connection with the transaction contemplated by this Agreement
who would be entitled to a broker’s, finder’s, or similar fee or commission in
connection therewith or upon the consummation thereof.
39. Article 2 of the Cryptasian Civil Code provides as follows:
(1) Everyone must obey the principle of good faith while exercising their rights
and performing their obligations.
(2) The exercise of a right in violation of the principle of good faith is invalid.
40. Article 313 of the Cryptasian Sales Law provides that:
A seller shall not be held liable for defects of which the buyer knew or should
have known when executing the sales agreement.
10
131
III. RESPONDENT 1 HAD NO BASIS TO TERMINATE THE SPA
41. Respondents’ arguments that BIC was not obliged to close the SPA given that (i) a condition
to closing under Article 6(1)(a) was not satisfied and (ii) it was entitled to terminate the
SPA under Article 8(1), are completely baseless.
A. Cryptotech did not breach Article 4(5) of the SPA
42. Relying on Bitmine’s alleged breach of the Energy Regulations and the potential penalties
that Bitmine faced (the “Energy Issue”), BIC claims that Cryptotech breached the
representation and warranty in Article 4(5) of the SPA, which provides that: “None of the
Seller’s officers is aware of any facts relating to the Seller or the Target Company that
could reasonably be expected to have a Material Adverse Effect and which have not been
disclosed in this Agreement or in the Disclosure Schedule.”
43. However, Cryptotech’s CEO was unaware of the Energy Issue until it was raised by BIC
on 25 October 2021 as the CEO did not have intimate knowledge of the operational details
of each of Cryptotech’s six subsidiaries.33 There is also no evidence that any other officer
of Cryptotech knew about the issue.
44. In any event, the Energy Issue could not reasonably be expected to have a “Material Adverse
Effect” given that the risk of any penalty being imposed was non-existent. This is confirmed
by the Director of the Renewable Energy Directorate, which is the government agency
responsible for enforcing the Energy Regulations.34
45. Accordingly, Cryptotech did not breach its representation and warranty in Article 4(5) of
the SPA.
33
CWS-1, § 14.
34
CWS-2, § 18.
11
132
B. The breach of Article 4(4) was not material
46. Claimant further alleges that Cryptotech breached Article 4(4) of the SPA because Bitmine
did not conduct its business in accordance with all applicable “Laws” as it was in violation
of the Energy Regulations.
47. It is true that the Energy Issue gave rise to a technical breach of the representation and
warranty in Article 4(4) of the SPA. However, under Article 6(1)(a) and 8(1)(a) of the SPA,
and BIC could only refuse to close and/or terminate the SPA on the basis of a material
breach of representation and warranty by Cryptotech.
48. As already noted, the breach was not material as the risk of any penalties being imposed
because of the Energy Issue was non-existent.35 Therefore, BIC is not entitled to rely on the
Energy Issue to terminate the SPA.
C. The breach of Article 4(4) could have been cured before the Closing
49. In addition, Article 6(1)(a) of the SPA only allows the Buyer not to close the SPA if the
Seller’s representations and warranties were not materially true and correct “as of the
Closing”, while Article 8(1)(a) only allows the Buyer to terminate the SPA if a material
breach of a representation and warranty “cannot be cured before the date of the Closing”.
50. Here, it is clear that the breach of Article 4(4) could have been cured before the Closing.
The Cryptasian government made the first amendment to the Energy Regulations on 4
November 2021, a mere ten days after BIC first expressed concerns the Energy Issue. If
BIC was not satisfied with the amendment, it should have said so immediately and there
was still time to make another amendment before the closing date of 16 November 2021.
51. However, BIC waited until 11 days later – just one day before the scheduled Closing date
– to inform Cryptotech that the amendment was insufficient to resolve its concerns
regarding the Energy Issue. BIC’s inexplicable delay prevented Cryptotech from addressing
its concerns before 16 November 2021.
35
CWS-2, § 18.
12
133
52. In any event, Article 2(2) allows the parties to postpone the date of the Closing by mutual
agreement.36 On 16 November 2021, Cryptotech expressly offered to postpone the Closing
to resolve whatever issues were preventing BIC from closing the transaction.37 However,
BIC failed to respond.
53. It bears emphasis that BIC had a duty to “use all reasonable efforts [...] as may be required
to carry out the provisions of this Agreement and consummate and make effective the
transactions contemplated hereby and thereby” under Article 7(6) of the SPA. Accordingly,
BIC cannot rely on its on failure to use reasonable efforts to resolve the Energy Issue, and
the Tribunal should find that the issue could have been cured before the Closing.
D. BIC knew or should have known about the Energy Issue
54. Moreover, under Article 313 of the Cryptasian Sales Law,38 Cryptotech cannot be held
liable for a defect of which BIC knew or should have known when executing the SPA.
55. The evidence indicates that BIC knew, or should have known, of the Energy Issue when it
signed the SPA. BIC conducted an extensive due diligence process on Bitmine before
signing the SPA.39 Indeed, BIC represented and warranted that it did so in Article 5(1) of
the SPA.40
56. There is no evidence that Bitmine tried to conceal the Energy Issue from BIC during the
due diligence process. Indeed, on 16 August 2021, BIC sent a letter to Cryptotech
expressing its gratitude for the level of access that it received during the due diligence
process.41
36
Exhibit C-1.
37
Exhibit C-10.
38
Exhibit CL-3.
39
CWS-1, § 7; Exhibit C-12.
40
Exhibit C-1.
41
Exhibit C-7.
13
134
57. From this follows that Bitmine should have known or, in fact, already knew about the
Energy Issue when it signed the SPA. Consequently, Cryptotech cannot be held liable for it
according to Article 313 of the Cryptasian Sales Law.
IV. RESPONDENT 1 TERMINATED THE SPA IN BAD FAITH
58. Even if the Energy Issue gave BIC a contractual right to terminate the SPA (which is denied
for the reasons explained above), such right must still be exercised in good faith. Otherwise,
the termination is invalid pursuant to Article 2 of the Cryptasian Civil Code.42
59. It is trite under Cryptasian law that using a right (including a contractual right of termination)
for an improper purpose is breach of the duty of good faith.
60. Here, BIC claims that it terminated the SPA because of the Energy Issue. However, it is
plain that the real reason for BIC’s termination was the rise in the price of bitcoin after the
SPA was signed, which made the acquisition of Bitmine far more expensive than BIC had
anticipated. Indeed, BIC stated in its email of 16 October 2021 that the currency issue “may
impede the completion of the transaction”.43
61. It is undisputed that the rise in the price of bitcoin is not a legitimate basis for terminating
the SPA given that (a) the parties agreed to denominate the purchase price in bitcoin and (b)
BIC’s request for a purchase price adjustment was rejected.44
62. Accordingly, BIC terminated the SPA for an improper purpose, rendering its termination in
bad faith and hence invalid under Cryptasian law.
V. RESPONDENTS’ CORRUPTION ALLEGATIONS ARE BASELESS
63. Respondents’ belated corruption allegations, in a further effort to escape the consequences
of their joint liability for the failure to close the SPA, are simply outrageous.
42
Exhibit CL-4.
43
Exhibit C-2.
44
Exhibit C-2.
14
135
64. According to Respondents, this all started with an anonymized Whistleblower Report,45
which coincidentally was filed shortly after BIC decided to withdraw from the SPA and
involves an officer of BIC who most probably will not appear in these proceedings to
provide any clarifications. From the start, the Arbitral Tribunal should note, and duly weigh,
this unusual occurrence.
65. Moreover, Respondents’ corruption allegations ultimately relate to a former “consultant”

who was hired by BIC. Cryptotech had no knowledge of, and was not involved in, such
hiring. In fact, BIC represented and warranted in Article 5(2) of the SPA that it did not
employ any broker, finder, or intermediary in connection with the transaction.46 Plainly,
Cryptotech cannot be held responsible for the acts or omissions of a consultant who was
hired by BIC in breach of the SPA.
66. In any event, both Claimant’s CEO and the Director of RED have confirmed in their
respective witness statements that nothing improper occurred between them and BIC’s
consultant.47 And in any event, Respondents’ portrait of Cryptasia as a country prone to
corruption is wrong. Cryptasia and its public administration has been making considerable
efforts in their fight against corruption, which has received the praise of international
observers.48
67. The foregoing should be sufficient to dispel any remote doubts as to Claimant’s integrity,
and for the arbitral tribunal to reject Respondents’ allegations as unfounded.
VI. RESPONDENT 2’S LIABILITY UNDER THE GUARANTEE
68. Respondent 2 must be held jointly and severally liable for the damages arising out of the
breaches.
45
Exhibit R-3.
46
Exhibit C-1.
47
CWS-1, §§ 33-37; CWS-2, §§ 20-23.
48
Exhibit C-13.
15
136
69. Digital Gold not only signed the Guarantee in connection with the SPA, but it was also
aware of the entire negotiation process and its particularities, thus deliberately undertaking
the obligation to cover any losses arising out of BIC’s unlawful conduct.
70. Pursuant to Articles 1 and 2 of the Parent Company Guarantee, Respondent 2 guaranteed
Respondent 1’s performance of the SPA and indemnified Claimant for any damages
incurred due to Respondent 1’s breaches of the SPA.
71. As such, it is clear that both Respondents are liable vis-à-vis Claimant.
VII. QUANTUM
72. Claimant requests damages related to the value lost due to Respondents’ breach of the SPA.
This is computed by comparing the purchase prices as of the closing dates for both
transactions (the failed transaction with Respondents, which was scheduled for 16
November 2021, and the completed transaction with Transcryptic, which occurred on 18
February 2022). Each purchase price is updated to the date of valuation (1 June 2022),
using Cryptotech’s cost of borrowing of 5.25%. Taking the difference between the updated
purchase prices yields a value of US$ 80.5 million in damages owed to Claimant as of 1
June 2022.49
VIII. MISCELLANEOUS
73. Claimant reserves its right to raise any other claims that may properly be raised in the
arbitration and reserves its right to amend, vary or alter the pleas and claims or relief and to
file documents or witness statements as may be necessary.
IX. CLAIMANT’S PRAYER FOR RELIEF
74. Claimant respectfully requests that the Arbitral Tribunal renders an award:
a. declaring that Respondent 1 breached Article 2 of the SPA and unlawfully terminated
the SPA;
49
CER-1.
16
137
b. declaring that Respondent 2 is jointly and severally liable for Respondent 1’s breach of
the SPA;
c. declaring that Respondents’ corruption allegation is unfounded;
d. ordering Respondents to pay Claimant the amount of USD 80.5 million for the direct
losses suffered by Claimant due to Respondent 1’s breach;
e. awarding Claimant’s costs in these proceedings; and
f. ordering any further or additional relief that the Arbitral Tribunal deems appropriate.
1 June 2022

Samantha Denöel
Romain Gäry
17
138
STATEMENT OF CLAIM
(Skeleton form)
EXHIBITS (full list)
Request for Arbitration
C-1 Share Purchase Agreement between Cryptotech Inc. and Bitcoin Investors Company
Pte. Ltd. (BIC)
C-1 bis Guarantee issued by Digital Gold Pte. Ltd.
C-2 Claimant’s rejection of SPA’s purchase price adjustment
C-3 Termination of the Share Purchase Agreement
Statement of Claim
C-4 Expression of Interest from BIC
C-5 Term Sheet
C-6 Due Diligence Request List
C-7 Letter from BIC to Cryptotech
C-8 Request from RED to Ministry of Energy
C-9 Emails between BIC and Cryptotech on breach of Energy Regulations
C-10 Emails between Dylan Dayal and Xing Lee on readiness for closing
C-11 Letter from Cryptotech to BIC and Digital Gold
C-12 Email from Dylan Dayal to Bitmine employees
C-13 The Cryptasian Times, 21 January 2021
CL-1 Regulation 22/2019
CL-2 Amendment to Regulation 22/2019
CL-3 Article 313 of Cryptasian Sales Law
CL-4 Articles 2, 5 and 8 of Cryptasian Civil Code
18
139
Witness Statements
CWS-1 Witness Statement of Charlie Hong
CWS-2 Witness Statement of Wang Chen
Expert Reports
CER-1 Expert Report of Dr. Cris Garcia
19
140
Exhibit C-4
[BIC Letterhead]
CRYPTOTECH INC
1 Central Square
Cryptasia
5 July 2021
Dear Sir / Madam,
Expression of interest in acquisition of Bitmine
1. We understand that Cryptotech is looking for a buyer to acquire all of its shares in Bitmine
Inc.
2. We are pleased to introduce our company, Bitcoin Investors Company Pte. Ltd. (BIC).
BIC is a private equity company that specializes in investments in the cryptocurrency
sector. You will no doubt have heard of our parent company, Digital Gold Pte. Ltd., which
is a major player in the cryptocurrency industry and owns one of the world’s leading
cryptocurrency exchange, MintCoins.com.
3. BIC is very interested in acquiring Bitmine and is prepared to offer up to USD 200 million
for the company, subject to our findings during the due diligence process. We already have
the necessary funds for the deal and will be able to make an all-cash offer. In addition, if
the deal goes through, BIC is prepared to collaborate with Cryptotech on future projects,
including by making further investments in the cryptocurrency sector in Cryptasia.
4. If our offer is of interest to you, we would be happy to sign a non-binding term sheet with
you to formalize our intentions and thereafter commence the due diligence process. We
would request an exclusivity right during this period in order for us to make relevant
investments in the analysis of the operation, knowing that there are no parallel competitors
making the same analysis.
5. This letter is not intended to be and will not create any legally binding obligation on either
side. The acquisition of Bitmine is subject to the negotiation and execution of a legal
agreement in the terms to be negotiated in due course.
6. We look forward to hearing from you.
Yours sincerely,
[Signature]
Mukesh Thiru
Chairman of BIC
141
Exhibit C-5
NON-BINDING TERM SHEET
This Term Sheet (this “Term Sheet”) is an expression of interest only and is not meant to be binding on the
parties now or in the future. Accordingly, the parties understand and agree that unless and until a definitive
share purchase agreement (the “SPA”) has been executed by Cryptotech Inc. (the “Seller”) and Bitcoin
Investors Company Pte. Ltd. (the “Buyer”) and delivered, no contract or agreement providing for a
transaction between the parties shall be deemed to exist between the parties, and neither party will be under
any legal obligation of any kind whatsoever with respect to a transaction, including any obligation to
negotiate, by virtue of this Term Sheet or any written or oral expression thereof.
Transaction: The Buyer proposes to acquire 100% of the Seller’s shares in

Bitmine Inc. (the “Company”) pursuant to the terms and
conditions outlined in this Term Sheet (the “Transaction”).
Consideration: Aggregate consideration to be paid by the Buyer will be USD 200

million.
SPA: The parties expect to enter into a definitive and binding SPA for
the Transaction. Such SPA will contain the necessary
representations, warranties, and covenants.
Due Diligence: The Seller will allow the Buyer access to various due diligence
materials of the Company, including but not limited to its
properties, operating and financial data, records, agreements and
other relevant information. The Seller will also make available to
the Buyer members of the Company’s management team,
accountants, attorneys, partners, and consultants, financing
sources and all other relevant representatives, to the extent
reasonably requested by the Buyer. The Seller will use their best
efforts to keep the Buyer informed of any material changes that
have occurred or may occur affecting the business, results of
operations, condition or prospects of the Company.
Conduct of Business: Until consummation of the definitive SPA or termination of this

Term Sheet, the Seller and its shareholders shall not directly or
indirectly: (i) offer for sale, sell, assign, pledge, distribute or enter
into any contract for the sale of or otherwise dispose of the shares
of the Company without the express written consent of the Buyer;
(ii) issue or cause to be issued additional shares or options or
warrants to purchase shares of the Company to any persons or
parties; (iii) offer for sale, sell, assign, pledge, distribute or enter
into any contract for the sale of or otherwise dispose of all or
substantially all of a material portion of the assets of the Company;
or (iv) assume or incur a significant amount of liabilities or take
any other actions outside the ordinary course of its business.
In witness whereof, the parties have executed this Term Sheet as of 12 July 2021.
[Signatures]
142
Exhibit C-6
Due Diligence Request List - Bitmine - 2 August 2021
SELLER’S
AREA QUESTION STATUS / NPM LAW COMMENTS
ANSWER
Based on public records, the company
amended the bylaws through shareholders
A copy of all amendments to the
meeting dated February 15, 2019. Please
Company's by-laws as of the date
CORPORATE Sent. provide evidence of its registration with the
hereof, including their registration with
Public Registry of Commerce. In case the
the Public Registry of Commerce.
registration is not completed, please inform
current status of the procedure.
Composition of the Company´s board Please provide evidence of the registration of
of directors. Evidence of the the board of directors appointed through
CORPORATE registration of the Company´s board of Sent. shareholders meeting dated February 15, 2019.
directors with the local Public Registry In case the registration is not completed,
of Commerce. please inform current status of the procedure.
A corporate management organization
chart including title, function and
responsibility. List of board of
CORPORATE directors' members and documents Sent.
evidencing the registration of their
appointment with the Public Registry
of Commerce.
Summary of the equity structure of the
Company including the number of Please confirm if there have been any changes
issued and outstanding shares, and in the participation interest of the company or if
CORPORATE Sent.
information regarding all related the documentation uploaded in the VDR are
options, warrants and other rights to updated.
acquire capital stock.
Summary and copies of all
shareholders' agreements,voting
agreements, voting trusts, joint
venture or similar arrangements
CORPORATE relating, directly or indirectly, to the Sent.
stock of the Company, and all
agreements imposing restrictions on
the free transferability of the
Company’s stock.
Copies of all corporate books and
records of the Company, including, (i)
CORPORATE minutes and resolutions of the Board Sent.
of Directors and Shareholders, and (ii)
stock ledger of the Company.
Copies of the documentation
supporting the payment of capital
CORPORATE Sent.
contributions and/or share purchases
by shareholders of the Company.
List of any irrevocable capital

CORPORATE Sent.
contribution made into the Company.
Description of any pledge or restriction

of any kind that may affect the voting
There is
CORPORATE or economic rights of the Company's
none.
shares. Please include copies of the
relevant agreements.
Copies of all delegations of powers,
CORPORATE including all powers of attorney Sent.
granted by the Company.
143
Please confirm that the Company is
not a party in any agreement relating
to a pending merger or acquisition or
CORPORATE sale of any asset, other than with Confirmed
respect to the purchase or sale of
assets in the ordinary course of its
day-to-day trading operations
LABOR Organization chart of the Company. Sent.
Please confirm if any labor relations have been

Provide a list of employees under the terminated during the current year and if so,
LABOR Sent.
Company's payroll. please provided supporting evidence in this
regard.
Provide a list (and underlying
documents) of independent
contractors and other individuals not
included in any of the Company’ s
payroll that render personal services
LABOR Sent.
to the Company (such as
representatives, professionals, etc.)
detailing activities rendered since the
time such persons began rendering
such services.
A schedule of all employee benefits
plans and programs, together with Please indicate in which folder has this list
relevant underlying documentation, been uploaded. Please describe any benefits
LABOR Sent.
including with respect to health, that the Company's employees are currently
welfare, pension, retirement, vacation, receiving.
leave, meals, travel, taxes, etc.
Detail of outsourced services, with
indication of tax identification number,
company name, service provided by
each of the suppliers, current accounts
LABOR Sent.
and contracts subscribed with the
respective outsourcing company.
Detail of the personnel asigned to the
Company.
Information regarding loans to
employees, officers and directors,
LABOR including a list of outstanding loans Sent.
(including the date of such loans) and
the outstanding balances.
List of personnel who have suffered
accidents or occupational diseases
There are
LABOR during the last three years. If possible,
none.
indicate name and surname, ailment
and license date.
Governmental permits, licences and
REGULATORY &
authorizations related to the Sent.
ENVIRONMENTAL
Company's business.
Please provide all agreements with the
Company's top 20 suppliers/vendors
and customers and all the statement of
MATERIAL
work orders applicable to the Sent.
AGREEMENTS
Company, including the invoices
issued under those agreements during
the last four (4) years.
Material contracts containing
termination or other provisions
triggered by a change of control of the
MATERIAL Company and contracts requiring the
Sent.
AGREEMENTS consent of any third party in the event
of a change in the capital structure
(including, but not limited to, a change
of control) of the Company.
MATERIAL Material indemnification agreements
Sent.
AGREEMENTS and guarantees.
144
Please provide all the active business
MATERIAL There are
loan agreements entered into by the
AGREEMENTS none.
Company.
MATERIAL Material license and royalty There are
AGREEMENTS agreements. none.
A list of all material contracts of the
MATERIAL There are
Companies which impose a penalty for
AGREEMENTS none.
early termination.
List of real property and assets owned
or leased by the Company including
supporting documentation thereof
such as (i) title deeds and
REAL ESTATE registrations, (ii) lease or sub-lease Sent.
agreements, (iii) copies of all loan
agreements, mortgages and
assignments, if any, encumbering any
property owned by the Company.
A schedule of all threatened,
outstanding and concluded litigation
and arbitration proceedings involving There are
LITIGATION
the Company, including a summary of none.
each matter and supporting
documentation thereof.
All settlement agreements material to There are
LITIGATION
the activity of the Company. none.
All attorney audit response letters from
outside counsel to the independent
auditors delivered in connection with
LITIGATION Sent.
the preparation of financial statements
for the Company since January 1,
2018.
A schedule of all insurance currently
carried by the Company, indicating the
carrier, scope, amount of coverage
INSURANCE Sent.
and expiration date, and a description
of any claims pending under any such
policies.
List of any patents, copyrights,
trademarks, trade names, design
patents and industrial designs owned,
INTELECTUAL used or exploited by the Company
Sent.
PROPERTY (“Intellectual Property Rights”),
whether registered or not-registered,
and any applications for registration
regarding the same.
Documents (certificates from the
register / notary deeds) establishing
the ownership of the Intellectual
Property Rights, copies of the
INTELECTUAL
administrative files related to their Sent.
PROPERTY
processing and certificates of being
current in the payment of the
corresponding fees in each
registration.
License agreements of the Intellectual
Property Rights used by the Company
which are owned by third parties, or of
the Intellectual Property Rights owned
INTELECTUAL
by the Company, and evidence of their Sent.
PROPERTY
filing with the relevant administrative
bodies, as well as technology or know-
how transfer agreements entered into
by the Company.
145
Incidents vis-à-vis third parties
(oppositions, etc) or administrative
INTELECTUAL There are
bodies concerning the application,
PROPERTY none.
allowance or renewal of Intellectual
Property Rights.
A list of any legal actions or judicial
proceedings of any jurisdictional kind
related to Intellectual Property Rights,
INTELECTUAL There are
with a brief description of the case,
PROPERTY none.
and identification of the affected
Intellectual Property right and the
parties.
List of material pending tax
TAX Sent.
issues/claims.
Any investigation, litigation and/or
proceedings by Tax Authorities, There are
TAX
Customs Authorities, Tax Court and/or none.
judicial courts.
Description and documentation of any
tax audit and ex officio assessments
by the corresponding federal,
TAX Sent.
provincial or municipal fiscal
authorities, if any, with respect to the
Company.
There are
TAX Material tax indemnity agreements.
none.
Audited Financial Statements of the
The audited financial statements/annual reports
MISCELLANEOUS Company for the last four (4) fiscal Sent.
were not uploaded in the VDR.
years.
146
Exhibit C-7
[BIC Letterhead]
CRYPTOTECH INC
1 Central Square
Cryptasia
16 August 2021
Dear Sir / Madam,
Completion of Bitmine due diligence process
1. We are pleased to inform you that the due diligence investigations on Bitmine were
completed on 10 August 2021 and we are satisfied with the results. We are grateful to
you and Bitmine for providing us with the necessary access to Cryptotech’s employees,
documentation and mining sites, which was all very helpful.
2. We further confirm that we have obtained the necessary regulatory approvals in

Cryptasia as well as internal approvals to proceed with the purchase of the shares in
Bitmine at a price of USD 200 million.
3. We have the full support of our Parent Company, Digital Gold Pte Ltd, which will be
willing to provide a guarantee to secure BIC’s obligations.
4. We consider this offer to be quite generous and in the best interest of both parties. We
look forward to collaborating with you to negotiate and finalize the terms of the sale.
Yours sincerely,
[Signature]
Mukesh Thiru
Chairman of BIC
147
Exhibit C-8
Document Date and Number: 28/11/2021-E.38460
People’s Republic of Cryptasia

Renewable Energy Directorate
To: Minister of Energy
Subject: Proposed Amendment to Regulation 22/2019
Bitcoin Investors Company Pte Ltd (BIC), a private equity company

incorporated in The Tech Republic, entered into an agreement with
Cryptotech Inc to acquire of all Cryptotech’s shares in Bitmine Inc. The
transaction is supported by the Cryptasian government and forms part of
Cryptotech’s approved strategy to transition from energy-intensive
businesses like bitcoin mining. It is scheduled for completion on 16
November 2021.
However, BIC has expressed concerns about Bitmine’s breach of Regulation
22/2019, which imposes certain limits on the energy that cryptocurrency
mining companies can use from non-renewable sources. Bitmine has been
unable to meet those limits in both 2020 and 2021 and is potentially
exposed to significant penalties under the Regulation.
It is well known that the referenced situation is a general problem and
other bitcoin mining companies have also been requesting an amendment to
Regulation 22/2019 since it came into force. Based on the RED’s assessment,
the limits currently stipulated in the Regulation are too difficult to
meet given the lack of renewable energy in the country, with many sources
yet to come online. The RED therefore recommends that the limits be
revised as follows:
Year 2021 2022 2023 2024 2025

onwards
Limit on 90% 85% 80% 70% 60%
non-renewable
energy
It is anticipated that these limits will be achievable by most bitcoin

mining companies.
It is requested that the Regulation 22/2019 be amended on an expedited
basis, considering that the Bitmine deal is scheduled to close on 16
November 2021.
Respectfully submitted for your urgent consideration please.
<signed>
Wang Chen
Director
Renewable Energy Directorate
148
Exhibit C-9

Sent: Monday, November 15, 2021 8:50 PM
Cc: Magoo, Max <m.magoo@digitalgold.com>
Subject: RE: Breaches of renewable energy regulations by Bitmine
Hi Nico,
The 2020 breach really should not raise any concerns as there is basically no chance that the Cryptasian
government will penalize anyone for it. But in any case, I have just asked Chen to push through another
amendment to change the 2020 limits on an urgent basis. Chen promised to raise a request with the
Ministry tomorrow. We expect this to be done extremely quickly, just like the last amendment. In the
meantime, please confirm that BIC is ready to close on 16 November. We are happy to discuss this issue
further if needed.
Charlie
Sent from my iPhone

Subject: Breaches of renewable energy regulations by Bitmine
Dear Charlie
Thank you for your email. We are grateful for the efforts of you and the Cryptasian government in
pushing through this amendment. However, the amendment did not retroactively change the
applicable limit on non-renewable energy in 2020, which remains at 80%. Therefore, Bitmine remains
exposed to a potential penalty of USD 11.83 million for its breach of the regulations in 2020.
In view of the significant financial risk, this issue will need to be resolved before BIC can proceed to close
the transaction.
Sincerely
Nico
149
Exhibit C-9

Sent: Friday, November 5, 2021 9:01 AM
Hi Nico,
Following your call with Wang Chen, the Cryptasian government has amended the energy regulations
yesterday to increase the limits on non-renewable energy as follows:
Year 2021 2022 2023 2024 2025

onwards
Limit on 90% 85% 80% 70% 60%

non-renewable
energy
As you can see, these limits are much more reasonable and Bitmine’s current energy usage already
satisfies the 2021 limit. We understand your concerns about this issue, but thankfully this amendment
resolves them and demonstrates the Cryptasian government’s strong support for Bitmine and this
transaction.
As there are no longer any obstacles to closing, could you please confirm that your team is ready to
close the deal on 16 November? Thanks!
Best Regards,
Charlie
Charlie Hong
Cryptotech Inc

Sent: Tuesday, October 26, 2021 2:42 PM
Hi Nico,
150
Exhibit C-9
You don’t have to worry about this issue. The caps set out in the energy regulations that you mentioned
are merely aspirational targets which were enacted to signal Cryptasia’s commitment to the
environment. They are not enforced strictly in practice as there is not enough renewable energy in
many parts of Cryptasia (an issue that the Cryptasian government is well aware of). Virtually all
cryptocurrency mining companies in Cryptasia are in breach of the regulations but no company has been
penalized to date.
To give you further assurance, I have reached out to the Director of the Renewable Energy Directorate,
Mr Wang Chen, who is responsible for enforcing the energy regulations. I have known Mr Chen for
years through working with him while I was in the civil service, and he is happy to speak with you to
address your concerns. He will contact you directly to set up a call.
Best Regards,
Charlie
Charlie Hong
Cryptotech Inc
From: Mansor, Nico<Nico.Mansor@bic.com>

Sent: Monday, October 25, 2021 10:15 AM
Subject: Breaches of renewable energy regulations by Bitmine
Dear Charlie
As you know, after signing the SPA, we formed a Transition Committee of BIC employees who have been
posted to Bitmine’s offices. Over the past weeks, they have been working with Bitmine’s employees to
better understand Bitmine’s operations and prepare for a smooth transition.
In recent days, we were informed by Bitmine staff that Bitmine is in breach of Cryptasian energy
regulations which impose a cap on the energy that cryptocurrency mining companies can use from non-
renewable sources as set out in the table below:
Year 2020 2021 2022 2023 2024

onwards
Limit on 80% 75% 70% 65% 60%

non-renewable
energy
151
Exhibit C-9
Specifically, we were told that Bitmine exceeded the 2020 cap by 15% and is exposed to a significant
penalty of USD 11.83 million as a result. Bitmine is also on track to exceed the 2021 cap by 15% and is
therefore exposed to a similar penalty for 2021.
As you can appreciate, these violations are a great cause for concern, particularly since they were not
disclosed to us before the SPA was signed. We would be grateful for your proposal as to how these
breaches could be addressed so that the transaction can move forward.
Sincerely
Nico
152
Exhibit C-10
From: Lee, Xing <Xing.Lee@cryptotech.com>

Sent: Tuesday, November 16, 2021 9:38 AM
Cc: Hong, Charlie <Charlie.Hong@cryptotech.com>
Subject: RE: [URGENT] Bitmine closing
Dear Dylan,
Noted – please do let us know if there is any issue that you would like to discuss. We can postpone the
closing for a short while to resolve any issues. Look forward to hearing from you.
Regards,
Xing Lee
Senior Legal Counsel
Cryptotech

To: Xing, Lee <Lee.Xing@cryptotech.com>
Subject: RE: [URGENT] Bitmine closing
Dear Xing,
Apologies, we are busy dealing with some issues internally and will get back to you regarding the closing
as soon as possible.
Regards,
Dylan Dayal
From: Lee, Xing <Xing.Lee@cryptotech.com>

Subject: [URGENT] Bitmine closing
153
Exhibit C-10
Dear Dylan,
We refer to the Bitmine acquisition, which is scheduled to be closed today at 10am under the terms of
the SPA. Could you please confirm that BIC will be attending the closing at Cryptotech’s offices at the
appointed time?
Regards,
Xing Lee
Senior Legal Counsel
Cryptotech
154
Exhibit C-11
LETTER OF DEMAND
REGISTERED COURIER
22 November 2021
BIC / DIGITAL GOLD
Dear Nico and Dylan,

Dear Max,
We refer to the Share Purchase Agreement dated 3 September 2021 (the “SPA”).
In breach of the SPA, BIC failed to attend the Closing scheduled for 16 November 2021.
This is a formal and final demand letter on behalf of Cryptotech requiring BIC to close the
transaction contemplated by the Share Purchase Agreement on 25 November 2021 at 10 A.M.
Cryptasia time at Cryptotech’s offices. All conditions for closing the transaction have been
satisfied.
If BIC does not comply with our request, we will have no choice but to take legal action and
initiate arbitration proceedings to ensure compliance with the SPA, also against Digital Gold
in the terms of the Parent Company Guarantee.
We hope to resolve this matter as soon as possible.
Thank you for your prompt attention to this letter.
Regards,
<signed>
Charlie Hong
Cryptotech Inc
155
Exhibit C-12

Sent: Wednesday, July 21, 2021 9:15 AM
To: sunwk@bitmine.net; tangsz@bitmine.net; zhubj@bitmine.net
Cc: jason.li@ath.com; annette.wong@ath.com
Subject: List of questions for Bitmine employees
Attachments: ATH list of questions.docx
Dear Bitmine team,
Please find attached a list of questions that our technical due diligence advisors, ATH Consulting, would
like to go through during the site visits and interviews with Bitmine’s managers next week. Grateful if
you could circulate these questions to the relevant people so that they can prepare answers to the
questions in advance.
Regards,
Dylan Dayal
156
Exhibit C-12
List of questions regarding Bitmine’s operations
I. Physical property Overview
1. Provide a list of all real property owned and leased by Bitmine, including details
regarding purchase/lease price, current market value, and contract terms.
2. Provide a list of all hardware used for mining operations, including details regarding asset
ages, maintenance costs, replacement costs, and replacement schedule.
II. Power Grid Overview
3. Provide detailed power system information of the company, including transformers

substations, lines, transformers and the blueprint of other self-regulated transmission and
distribution equipment and related technical parameters. Specific to the year of duration
and operational status of the main transmission and distribution equipment, the value of
fixed assets, etc.
4. Provide the national relevant electricity metering standards, and the details of meters
installed at the mining sites. The detail includes the meter model, level of accuracy,
installation time and terms of validity.
5. Provide reliable calculation basis of power supply, and the corresponding calculation of
basic data, as well as details of power supply contracts, including but not limited to
contract price, duration, and reliability of supply.
6. Provide monitoring records of electrical load. Analyse and interpret the annual
maximum load of power supply and situations where peak demand of power appears.
III. Human Resource Overview
7. Provide the organizational structure of the company. Describe division of responsibilities

among all employees in detail and their professional quality.
8. Provide detailed information of all Bitmine staff in terms of age, gender, nationality,
salary, and notice periods under their respective employment contracts.
9. Provide information of any disputes and claims brought by Bitmine employees against
the company in the past three years.
157
Exhibit C-13
THE CRYPTASIAN TIMES

The Official Cryptasian Journal
20 years of existence
N° 115, Issue 3054, 21 January 2021
CRYPTASIA WINS ITS FIGHT AGAINST CORRUPTION

A World Example from the Little Giant
By: Jordan Newton
In 2000, Cryptasia was buffeted by corruption scandals and a decelerating

economy, which had negative consequences for the political standing of the President
Sergio Brula.
The “Cryptasian Papers” revelations apparently showed how a Cryptasian firm

helped set up more than 200,000 shell corporations, many of them allegedly used by
corrupt politicians, criminals and tax abusers around the world. The law firm,
Cryptosek, is just one of hundreds of firms that is said to be used to facilitate corruption,
illicit financial transactions, drug trafficking, terrorism, tax evasion and the surge in
economic inequality. Cryptasia’s old law tax environment and open economy,
combined with its sophisticated banking system, provided the perfect platform for
avoiding taxation or cleaning illicit gains.
In response tothese acts of corruption, Cryptasia has taken a leading role in the
fight against them since the 2010’s, praising the anti-money laudering efforts: “As of
2020, the government of Cryptasia was able to defeat corruption with effective
administration and good governance”, recently affirmed former President Sergio Brula
during in a press conference.
Alongside the statutory measures dealing with corrupt offenders, a proactive

approach to curb corruption was adopted in the government. With the full support of
parliament and the heads of government departments, strict rules and regulations have
been published to govern the conduct of public officers. A high standard of discipline
is demanded of these officers such as:
a) a public officer cannot borrow money from any person who has official dealings
with him or her;
b) a public officer’s unsecured debts and liabilities cannot at anytime be more than
three times his or her monthly salary;
c) a public officer cannot use any official information to further his or her private
interest;
d) a public officer is required to declare his or her assets at his or her first appointment
and also annually;
e) a public officer cannot engage in trade or business or undertake any part-time

employment without approval; and
158
Exhibit C-13
f) a public officer cannot receive entertainment or gifts in any form from members of
the public.
The commitment of ministers and heads of government departments similarly

resulted in the establishment of administrative measures to reduce the chances of public
officers getting involved in corruption and wrongdoings. These measures include:
a) identifying and removing opportunity for corruption in government work

procedures;
b) streamlining cumbersome administrative procedures and slashing red tape to

provide an efficient and transparent civil service so that no one needs to recourse to
corrupt civil servants to get things done, with the average time taken for issuing and
amending routine regulations being reduced from more than two years to just a few
months;
c) reviewing public officers’ salary regularly to ensure that they are paid adequately
and comparable to that of the private sector; and
d) reminding government contractors at the time when contracts are signed that bribing
public officers administering the contract may render their contracts to be
terminated. A clause to this effect forms part of the standard contract conditions.
As a result, in recent years, Cryptasia is the country who has escalated the most in the
prominent Transparency International Index, from 170 in 2017 to 102 in 2020, receiving
the praise of the international community for its efforts to fight corruption.
159
Exhibit CL-1
Regulation 22/2019 of 1 June 2019
Preamble
1. The existential threat posed by climate change requires
enhanced ambition and increased climate action by states.
Cryptasia is committed to taking the necessary steps to tackle
climate change and to deliver on the implementation of the
Paris Agreement adopted under the United Nations Framework
Convention on Climate Change (the ‘Paris Agreement’).
2. The Intergovernmental Panel on Climate Change (IPCC) provides

in its 2018 Special Report on the impacts of global warming
of 1.5 °C above pre-industrial levels and related global
greenhouse gas emission pathways, in the context of
strengthening the global response to the threat of climate
change, sustainable development, and efforts to eradicate
poverty, a strong scientific basis for tackling climate change
and illustrates the need to rapidly step up climate action and
to continue the transition to a climate-neutral economy. That
report confirms that greenhouse gas emissions need to be
urgently reduced, and that climate change needs to be limited
to 1.5 °C, in particular to reduce the likelihood of extreme
weather events and of reaching tipping points from which we
cannot return.
3. A fixed long-term objective is crucial to contribute to

economic and societal transformation, high-quality jobs,
sustainable growth, and the achievement of the United Nations
Sustainable Development Goals, as well as to reach in a just,
socially balanced, fair and cost-effective manner the long-
term temperature goal of the Paris Agreement.
4. Climate action should be an opportunity for all sectors of the

economy. Without prejudice to binding legislation and other
initiatives adopted by Cryptasia, all sectors of the economy
– including energy, industry, transport, heating and cooling
of buildings, agriculture, waste and land use, land-use change
and forestry, etc. should play a role in contributing to the
achievement of climate neutrality by 2050.
[…]
Article 1: Subject matter and scope
This Regulation establishes a framework for the irreversible and

gradual reduction of greenhouse gas emissions.
[…]
Article 5: Cryptocurrency mining companies

(1) Cryptocurrency mining companies are required to reduce the
proportion of energy used at their mining sites from non-
160
Exhibit CL-1
renewable sources (calculated as an average throughout each

calendar year). This shall be done gradually and in accordance
with the following table, starting from 2020:
Year 2020 2021 2022 2023 2024

onwards
Limit on 80% 75% 70% 65% 60%
non-
renewable
energy
(2) The penalty for non-compliance with Article 5 is a fine of

60,000 Cryptasian dollars1 per 1 gigawatt hours of electricity
consumed from non-renewable sources above the applicable limit,
to be applied strictly by the Enforcing Authority.
[…]
Commencement date: 1 January 2020
1
Equivalent to USD 10,000.
161
Exhibit CL-2
Official Gazette
4 November 2021 (No. 3435)
Amendment to Regulation 22/2019 of 1 June 2019
Article 5 of Regulation 22/2019 is amended as follows:
“Article 5: Cryptocurrency mining companies

(1) Cryptocurrency mining companies are required to reduce the
proportion of energy used at their mining sites from non-
renewable sources (calculated as an average throughout each
calendar year). This shall be done gradually and in accordance
with the following table, starting from 2020:
Year 2020 2021 2022 2023 2024 2025

onwards
Limit on 80% 90% 85% 80% 70% 60%
non-
renewable
energy
(2) The penalty for non-compliance with Article 5 is a fine of

60,000 Cryptasian dollars1 per 1 gigawatt hours of electricity
consumed from non-renewable sources above the applicable limit,
to be applied strictly by the Enforcing Authority.”
Commencement date: 11 November 2021
1
Equivalent to USD 10,000.
162
CL-3
Cryptasian Sales Law
Article 313
A seller shall not be held liable for defects of which the buyer knew or should have
known when executing the sales agreement.
163
Exhibit CL-4
Cryptasian Civil Code
Article 2
(1) Everyone must obey the principle of good faith while exercising their rights
and performing their obligations.
(2) The exercise of a right in violation of the principle of good faith is invalid.
[…]
Article 5
Legislation provides only for the future; it has no retroactive effect.
[...]
Article 8
A court or tribunal may refuse to enforce a contract tainted by illegality or otherwise

contrary to public policy after having regard to all the relevant circumstances,
including the relative fault of the parties.
164
CWS-1
CLAIMANT’S WITNESS STATEMENT 1
CHARLIE HONG
A. INTRODUCTION
1. I am the Chief Executive Officer (CEO) of Cryptotech Inc (Cryptotech). I have been in
this role since 1 January 2021. Before joining Cryptotech, I was the Director of the
Cryptasia’s Agency for Information Technology.
2. I have been asked by Cryptotech to provide this witness statement for use in the arbitration
against Bitcoin Investors Company Pte Ltd (BIC) and Digital Gold Pte Ltd (Digital Gold)
regarding the terminated sale of Bitmine.
3. I declare that the facts and matters set out in my witness statement are true to the best of
my knowledge and belief. This witness statement has been prepared with the assistance of
counsel for the Claimant based on interviews with me.
B. EVENTS LEADING UP TO THE SIGNING OF THE SPA
4. I was involved in the decision to sell Bitmine and the negotiations with BIC leading up to
the signing of the SPA on 3 September 2021.
5. After becoming the CEO of Cryptotech, I led a thorough strategic review of its businesses
which resulted in our decision to transition away from capital- and energy-intensive
businesses. Bitcoin mining was one such business as it required mining facilities equipped
with advanced graphics cards and cooling systems which consume large amounts of
energy, which meant that the profitability of the business depended a great deal on rapidly
rising energy prices. Accordingly, Cryptotech decided to sell Bitmine and started looking
for buyers in June 2021.
6. In total, Cryptotech received three expressions of interests, including one from BIC on 5
July 2021.1 As BIC made the most attractive offer, we proceeded to sign a term sheet with
BIC on 12 July 2021.2
7. BIC proceeded to perform extensive due diligence on Bitmine between 14 July and 10
August 2021. BIC requested a lot of documents from Bitmine, and we provided them to
BIC in a data room. We also granted BIC access to Bitmine’s mining sites and allowed
BIC to interview Bitmine’s employees. BIC was assisted in its due diligence review by
legal, financial, and technical advisors, as well as by its parent company, Digital Gold.
1
Exhibit C-4.
2
Exhibit C-5.
165
CWS-1
8. On 16 August 2021, BIC informed us that it was satisfied with the results of its due
diligence investigations and had obtained all the necessary regulatory and internal
approvals to purchase the shares in Bitmine from Cryptotech.3 The parties then proceeded
to negotiate the terms of the SPA.
9. One of the key issues negotiated between us and BIC was the purchase price. Given
Cryptotech’s mission of promoting the use of cryptocurrency as a medium of exchange for
commercial transactions, we proposed that the purchase price be denominated in bitcoin.
BIC accepted this proposal. After negotiations, the parties eventually agreed on a purchase
price of 4,000 bitcoin.
10. The Parties signed a Share Purchase Agreement (SPA) on 3 September 2021.4
C. POST-SPA EVENTS
11. On 16 October 2021, I received an email from the Chief Financial Officer of BIC, Nico
Mansor.5 In the email, Nico noted that the price of bitcoin had risen by 22% since the SPA
was signed. BIC therefore suggested adjusting the purchase price on the closing date based
on the change in the USD value of bitcoin since the SPA was signed.
12. Cryptotech rejected this proposal. As I explained to Nico in my reply of 19 October 2021,6
when the parties agreed to a purchase price denominated in bitcoin, we both knew that the
price of bitcoin could fluctuate somewhat between the date of the SPA and the date of the
closing. That was a risk that each party assumed when they agreed to price the transaction
in bitcoin. We also assumed that BIC would not have agreed to the transaction unless it
had sufficient bitcoin available to complete the deal. The increase in the price of bitcoin
was therefore not a valid reason for BIC to renegotiate the SPA.
13. On 25 October 2021, I received another email from Nico.7 This time, BIC expressed
concerns about Bitmine’s breach of the Cryptasian Energy Regulations, which BIC
claimed exposed Bitmine to a potential penalty of USD 11.83 million in 2020 and a similar
penalty in 2021 (the Energy Issue).
14. This was the first time that I heard of the issue. After receiving Nico’s email, I spoke to
Bitmine’s Chief Operating Officer, who informed me that virtually all cryptocurrency
mining companies in Cryptasia were unable to comply with the Energy Regulations
because of a lack of renewable energy supply in the country.
3
Exhibit C-7.
4
Exhibit C-1.
5
Exhibit C-2.
6
Exhibit C-2.
7
Exhibit C-9.
166
CWS-1
15. I also called the Director of the Cryptasian Renewable Energy Directorate (RED), Wang
Chen, to find out more about the issue. Chen told me that the Cryptasian government was
well aware of the difficulties that cryptocurrency mining companies faced in complying
with the Energy Regulations and did not enforce the regulations strictly. As a result, to
date, no company has ever been penalized for breaching the regulations. I asked Chen if
he could speak with BIC to give them further assurance on the issue. Chen agreed to do
so. I communicated this to Nico in my email dated 26 October 2021.8
16. While I did not join the call between BIC and the RED, I met Chen on 27 October 2021 to
follow up on the issue. He said that he spoke with Nico Mansor and agreed to propose
certain amendments to the Energy Regulations to address BIC’s concerns. Those
amendments were enacted promptly by the Cryptasian authorities on 4 November 2021.9
The speed at which the government acted was consistent with the government’s support
for the transaction, and its desire to do all that was necessary to give Cryptotech what it
needed as a state-owned entity to achieve its goals.
17. The next day, on 5 November 2021, I wrote to Nico to highlight the amendment made to
the Energy Regulations.10 I noted that, with this amendment, there were no longer any
obstacles to closing the transaction and asked Nico to confirm BIC’s readiness to close the
transaction on 16 November.
18. Nico only responded to my email on 15 November 2021.11 Nico claimed that the
5 November 2021 amendment was insufficient, and that BIC remained concerned about
Bitmine’s historical breach of the 2020 cap (which remained unchanged). The response
further stated that this issue needed to be resolved before BIC could proceed with the
closing.
19. I was surprised by the position that Nico was taking and the lateness of the reply. It seemed
to me that Nico was creating an issue out of nothing to frustrate the deal. Nonetheless, I
immediately called Wang Chen to inform them of BIC’s position. I asked if Chen could
seek another amendment to the Energy Regulations to retroactively amend the applicable
limit for 2020 as well. Chen promised to do so.
20. I informed Nico of this development on 15 November 2021 and asked Nico to confirm that
BIC will proceed to close the deal on the next day.12 I also offered to discuss the issue
further if needed. We did not receive any response.
8
Exhibit C-9.
9
Exhibit CL-4.
10
Exhibit C-9.
11
Exhibit C-9.
12
Exhibit C-9.
167
CWS-1
21. One of Cryptotech’s in-house counsel, Xing Lee, also wrote to Dylan Dayal from BIC on
16 November 2021 to ask whether BIC would proceed to close the transaction that day,
but we received only a vague response claiming that BIC was busy dealing with some
internal issues.13 BIC did not tell us what those issues were or respond to our offer of
assistance.
D. BIC’S UNJUSTIFIED TERMINATION OF THE DEAL
22. Ultimately, BIC did not attend the scheduled closing on 16 November 2021 or at all. We
subsequently learned that the BIC employees who had been posted to Bitmine’s offices to
prepare for the transition stopped going into the offices from 8 November onwards.
23. Two days went by in which we did not hear anything from BIC.
24. On 18 November 2021, Nico belatedly called me to let me know that a director of BIC,
Mahatma Singh, would be in Cryptasia the following day and would like to meet with
Cryptotech to discuss the status of the deal.
25. I met Mahatma Singh at our offices on 19 November 2021. At the meeting, Mahatma Singh
informed us that BIC had decided to withdraw from the transaction. I expressed strong
unhappiness with BIC’s decision, especially considering all the efforts and work we did to
resolve their purported concerns regarding the Energy Issue. In response, he simply said
that BIC had made the decision for ‘commercial reasons’, while promising to recommend
Bitmine to BIC’s contacts in the industry who might be interested in acquiring it. In my
opinion, it makes no sense for BIC to be claiming in this arbitration that Cryptotech
committed serious breaches of contract when Mahatma Singh was saying at the time that
he would recommend the acquisition of Bitmine to BIC’s contacts.
26. As BIC had no legal basis for terminating the deal, I asked our lawyers to issue a demand
letter on 22 November 2021 requiring BIC to close the transaction on 25 November 2021.14
27. BIC did not attend the closing on 25 November 2021 as requested. Instead, it sent us a
letter on that day, stating that it would not be attending the closing meeting and purporting
to terminate the SPA because of alleged breaches of Cryptotech’s representations and
warranties.15 BIC did not specify what those breaches were other than listing certain SPA
terms.
28. Given BIC’s refusal to close the deal, Cryptotech had no choice but to find another buyer
for Bitmine. After making significant efforts to find alternative buyers, Cryptotech
eventually sold Bitmine to Transcryptic Inc on 18 February 2022 for 3,500 bitcoin (worth
13
Exhibit C-7.
14
Exhibit C-10.
15
Exhibit C-3.
168
CWS-1
USD 140.1 million at the time),16 which was the highest offer that Cryptotech received
after BIC’s unjust termination of the SPA.
E. COMMENTS ON ENERGY ISSUE
29. BIC has claimed in this arbitration for the first time that it was relying on the Energy Issue
to terminate the SPA. Specifically, BIC claims that the Energy Issue gave rise to material
breaches of Cryptotech’s representations and warranties in Articles 4(4) (‘Compliance with
Laws’) and 4(5) (‘Full Disclosure’). I do not agree.
30. First, while it is true that Cryptotech breached the Energy Regulations in 2020, BIC knew
or should have known about it, as they conducted a thorough due diligence. In any case,
that breach was not material as there was no chance that Bitmine would be penalized for
the breach. Given how quickly the Cryptasian government made the first round of
amendments to the Energy Regulations on 5 November 2021 to address BIC’s concerns, I
believe that a further amendment could have been made by the closing date if BIC had told
us earlier that the first round of amendments was not enough. Moreover, Cryptotech was
prepared to postpone the closing date to allow the issue to be resolved or find another
solution. BIC’s decision to terminate the SPA without giving us a chance to do so is totally
unjustified.
31. Second, I was not aware of the Energy Issue when Cryptotech signed the SPA. Apart from
Bitmine, Cryptotech owns five other companies which conduct different businesses. As the
CEO of Cryptotech, I maintain broad oversight of these businesses but do not have intimate
knowledge of the operational details of each company, which I leave to the managers of
each company. I am quite certain that the first time I had heard of the issue directly was
when BIC raised it on 25 October 2021.
32. In any case, the risk of any penalty being imposed on Bitmine was virtually zero. It is well
known that Cryptasia’s climate change policies are not serious and are merely designed to
satisfy an international audience. Everyone in Cryptasia knows that the renewable energy
goals in the regulations are merely aspirational and cannot realistically be achieved at this
point. I am sure BIC’s executives or those advising them knew this too when BIC agreed
to acquire Bitmine.
F. COMMENTS ON CORRUPTION ALLEGATIONS
33. BIC also claims that it was entitled not to close the transaction because of alleged “red
flags” which supposedly constitute evidence of corruption. These allegations are
completely outrageous.
34. First, there is nothing improper about the pre-SPA communications between me and BIC’s
consultant, Adam Smith, which the Respondents have reproduced at Exhibit R-3. Adam is
an old friend of mine whom I met when we both worked in the Cryptasian civil service.
He left the government a few years ago to work as a private consultant specializing in
16
Annex A.
169
CWS-1
public sector contracts. He knew Cryptotech was looking for buyers for Bitmine and told
me in early July 2021 that one of his clients, BIC, was interested. In view of our long
friendship, I gave him some informal tips on how best to position BIC for success when
making its bid for Bitmine. This was entirely in the interests of Cryptotech since I was
encouraging Adam to get BIC to put in a higher bid, as the emails reflect.
35. On 6 July 2021, I met Adam for lunch at the Imperial Kitchen restaurant in Cryptasia. This
was a long-awaited personal catch-up lunch and he brought a rare bottle of wine that he
had been promising to let me try. During the meeting, I took the opportunity to tell him
that BIC’s offer was the most competitive and it could expect some good news soon.
Needless to say, BIC’s offer was evaluated on its own merits.
36. Second, I am not aware of anything improper that occurred in relation to the amendment
to the Energy Regulations. When BIC’s CFO raised the Energy Issue with me on 25
October 2021, I was taken aback and asked Adam Smith what was going on. He said that
he would check with BIC and see if the issue could be resolved. I do not know what he did
after that. In particular, I do not know what “additional services” he provided.
37. In any case, even if anything improper was done by Adam (which is denied), that is clearly
the responsibility of BIC since Adam is their consultant. I fail to see how BIC can rely on
alleged acts of corruption by their own consultant to avoid their contractual obligations. I
also note that so-called Whistleblower Report that BIC relies upon was conveniently made
on 18 November 2021, shortly after BIC decided to withdraw from the contract.
38. For the foregoing reasons, BIC had no legal basis for withdrawing from the transaction. Its
failure to close must have been because of the rise in the value of bitcoin, which is not a
valid basis for terminating the SPA.
[signed]
Charlie Hong
1 June 2022
170
CWS-1, Annex A
SHARE PURCHASE AGREEMENT (this “Agreement”), dated 7 February 2022, between

Cryptotech Inc. (the “Seller”), a company incorporated in Cryptasia, and Transcryptic Inc. (the
“Buyer”), a company incorporated in Cryptasia.
WHEREAS the Seller owns all the issued and outstanding ordinary shares (the “Bitmine Shares”)
in Bitmine Inc., a company incorporated in Cryptasia and engaged in the business of bitcoin mining
(“Bitmine”, the “Target Company”).
WHEREAS the Seller wishes to sell to the Buyer and the Buyer wishes to purchase from the Seller
the Bitmine Shares upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set
forth, and intending to be legally bound, the Seller and the Buyer hereby agree as follows:
ARTICLE 1
Definitions
For the purposes of this Agreement:
“Business”: means Bitmine’s business of using computer systems to mine bitcoin.
[…]
“Law” means any federal, national, supranational, state, provincial, local or similar statute, law,
ordinance, regulation, communiqué, rule, code, order, requirement or rule of law, but excludes
Cryptasia Regulation No 22/2019.
“Liabilities”: means any and all debts, liabilities and obligations, including those arising under
any Law and those arising under any contract, agreement, arrangement, commitment or
undertaking.
[…]
“Material Adverse Effect”: means any change in or effect on the Business of the Target
Company that: (a) is or is reasonably likely to be materially adverse to the business, operations,
assets or liabilities or the condition (financial or otherwise) of the Business or (b) is reasonably
likely to materially and adversely affect the ability of the Purchaser to operate or conduct the
Business in the manner in which it is currently or contemplated to be operated or conducted by
the Target Company, but excludes any penalty under Cryptasia Regulation No 22/2019.
[…]
171
CWS-1, Annex A
ARTICLE 2
Sale and purchase
1. Upon the terms and subject to the conditions of this Agreement, the Seller shall sell to the
Buyer the Bitmine Shares and the Buyer shall purchase such Bitmine Shares.
2. Subject to the conditions of this Agreement, the sale and purchase of the Bitmine Shares
shall take place at a closing (the “Closing”) to be held at the offices of Cryptotech on
18 February 2022 at 10:00 A.M. Cryptasia time, or at such other place or at such other
time or on such other date as the Seller and the Buyer may mutually agree upon in
writing.
3. The purchase price for the Bitmine Shares is 3,500 bitcoin (the “Purchase Price”).
Unless agreed otherwise, payment shall be made by Buyer’s delivery of bitcoin to the
Seller’s wallet at or before 6:00 p.m. (Cryptasia time), free and clear of liens and other
encumbrances. The Seller’s wallet means the location, wallet, address, account or storage
device designated by the Seller in a written notice given to the Buyer as the location to
which the bitcoins should be sent.
[…]
ARTICLE 4
[…]
4. Compliance with Laws. The Target Company has conducted and continues to conduct
the Business in accordance with all applicable Laws and is not in violation of any such
Law.
5. Full Disclosure. None of the Seller’s officers is aware of any facts relating to the Seller
or the Target Company that could reasonably be expected to have a Material Adverse
Effect and which have not been disclosed in this Agreement or in the Disclosure
Schedule.
[…]
172
CWS-1, Annex A
ARTICLE 5
1. Due Diligence. The Buyer has entered into this Agreement after having conducted a legal
and financial due diligence review and obtaining full independent legal and financial
professional advice in respect of the investment made herein and the applicable Law
relating to the Business.
intermediary in connection with the transaction contemplated by this Agreement which
who be entitled to a broker’s, finder’s, or similar fee or commission in connection
therewith or upon the consummation thereof.
[…]
ARTICLE 6
1. The Buyer agrees to close the transaction in the manner contemplated subject to:
[…]
ARTICLE 7
Additional Agreements
[…]
5. Notice of Developments. Prior to the Closing, the Seller shall promptly notify the Buyer
in writing of (a) all events, circumstances, facts and occurrences, whether arising before
or after the date of this Agreement, which could result in any breach of a representation
or warranty or covenant in this Agreement or which could have the effect of making any
representation or warranty in this Agreement untrue or incorrect in any respect and (b) all
other material developments affecting the assets, Liabilities, business, financial condition,
operations, results of operations, customer or supplier relations or employee relations of
the Target Company.
6. Further Action. Each of the Parties hereto shall use all reasonable efforts to take, or
cause to be taken, all appropriate action, do or cause to be done all things necessary,
173
CWS-1, Annex A
proper or advisable under applicable Law, and to execute and deliver such documents and
other papers, as may be required to carry out the provisions of this Agreement and
consummate and make effective the transactions contemplated hereby and thereby.
[…]
ARTICLE 8
Termination
1. This Agreement may be terminated by the Buyer at any time prior to the Closing if any of
the following events occur:
[…]

therein;
[…]
ARTICLE 9
Dispute resolution
1. This agreement is governed by the laws of Cryptasia.
2. Any action arising out of or relating to this Agreement or its subject matter shall be
Commerce (the “ICC”) in accordance with the arbitration rules of the ICC in force at the
date of commencement of the arbitration (the “ICC Rules”). The arbitration shall be
decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance
with the ICC Rules. The Parties agree, pursuant to Article 30(2)(b) of the ICC Rules, that
the Expedited Procedure Rules shall apply irrespective of the amount in dispute. The
arbitration proceedings shall be in English. The award of the arbitration shall be final and
conclusive and binding upon the parties as from the date rendered.
3. All awards and procedural orders made in the arbitration may be published in due course.
A party may request the anonymization of any such award or procedural order before
publication.
[…]
174
CWS-1, Annex A
ARTICLE 10
Anti-Corruption1
1. Each Party hereby undertakes that, at the date of the entering into force of the Contract,
itself, its directors, officers or employees have not offered, promised, given, authorized,
solicited or accepted any undue pecuniary or other advantage of any kind (or implied that
they will or might do any such thing at any time in the future) in any way connected with
the Contract and that it has taken reasonable measures to prevent subcontractors, agents
or any other third parties, subject to its control or determining influence, from doing so.
2. The Parties agree that, at all times in connection with and throughout the course of the
Contract and thereafter, they will comply with and that they will take reasonable
measures to ensure that their subcontractors, agents or other third parties, subject to their
control or determining influence, will comply with Part I of the ICC Rules on Combating
Corruption 2011, which is hereby incorporated by reference into the Contract, as if
written out in the Contract in full.
3. If a Party, as a result of the exercise of a contractually-provided audit right, if any, of the

other Party’s accounting books and financial records, or otherwise, brings evidence that
the latter Party has been engaging in material or several repeated breaches of the
provisions of Part I of the ICC Rules on Combating Corruption 2011, it will notify the
latter Party accordingly and require such Party to take the necessary remedial action in a
reasonable time and to inform it about such action. If the latter Party fails to take the
necessary remedial action, or if such remedial action is not possible, it may invoke a
defence by proving that by the time the evidence of breach(es) had arisen, it had put into
place adequate anti-corruption preventive measures, as described in Article 10 of the ICC
Rules on Combating Corruption 2011, adapted to its particular circumstances and capable
of detecting corruption and of promoting a culture of integrity in its organization. If no
remedial action is taken or, as the case may be, the defence is not effectively invoked, the
first Party may, at its discretion, either suspend the Contract or terminate it, it being
understood that all amounts contractually due at the time of suspension or termination of
the Contract will remain payable, as far as permitted by applicable law.
4. Any entity, whether an arbitral tribunal or other dispute resolution body, rendering a
decision in accordance with the dispute resolution provisions of the Contract, shall have
the authority to determine the contractual consequences of any alleged non-compliance
with this ICC Anti-corruption Clause.
IN WITNESS WHEREOF the Parties have executed this Agreement on 7 February 2022.
[Signatures]
1
ICC Anti-Corruption Clause, 2012 © International Chamber of Commerce.
175
CWS-2
CLAIMANT’S WITNESS STATEMENT 2
WANG CHEN
A. INTRODUCTION
1. I was the Director of the Renewable Energy Directorate (the RED) of Cryptasia (which is
an agency under the purview of the Ministry of Energy) between April 2018 and January
2022. In February 2022, I left the RED to join the private sector as a consultant. Throughout
my 15-year career in the civil service, I have worked in various ministries and government
agencies, such as the Ministry of Energy, the Ministry of Law, and the Agency for
Information Technology. My curriculum vitae is exhibited Annex A.
2. I have been asked by the Claimant to provide this witness statement for use in the
arbitration with Bitcoin Investors Company Pte Ltd (BIC) and Digital Gold Pte Ltd (DG)
regarding the terminated sale of Bitmine.
3. I declare that the facts and matters set out in my witness statement are true to the best of
my knowledge and belief. This witness statement has been prepared with the assistance of
counsel for the Claimant based on interviews with me.
B. THE 2019 ENERGY REGULATIONS
4. Cryptasia has a large cryptocurrency mining industry, with industry observers estimating
that 65% of the global bitcoin mining takes place in Cryptasia. The industry has been
negatively affected by increasing pressure from environmentalists in recent years, who
have criticised the high levels of carbon emissions produced by bitcoin mining companies.
5. Cryptasia strives to be a responsible global citizen and is a signatory to the 2015 Paris
Accords. In 2017, Cryptasia pledged to reduce its carbon emissions by 30% (compared to
2015 levels) by 2030.
6. To realise its commitment towards the environment, Cryptasia’s Ministry of Energy

introduced Regulation 22/2019 on 1 June 2019 (the Energy Regulations),1 which seeks to
reduce cryptocurrency-related carbon emissions. Among other things, the Energy
Regulations imposes a limit on the proportion of energy that cryptocurrency mining
companies can use from non-renewable sources (calculated as an average throughout each
calendar year).
1
Exhibit CL-1.
176
CWS-2
7. The penalty for non-compliance is a fine of 60,000 Cryptasian dollars (equivalent to USD
10,000) per 1 gigawatt hours of electricity consumed from non-renewable sources in excess
of the relevant caps.
8. As the Director of the RED, I was closely involved in the drafting of the Energy
Regulations and familiar with the thinking behind it. Instead of taking the route of banning
cryptocurrency mining altogether like what some other countries have done, we considered
it preferable to encourage cryptocurrency mining companies to switch to renewable energy
sources, thereby reducing emissions from mining activities without eliminating the
industry (which is brings in a lot of revenue for Cryptasia). We hoped that the increased
demand for renewable energy would also stimulate greater investment by the private sector
in renewable energy projects.
9. At the same time, however, the government recognized that there was not enough
renewable energy in many parts of the country. Thus, under the Energy Regulations, the
permitted proportion of non-renewable energy decreases gradually over time, to allow for
cryptocurrency companies to adapt and source alternative energy supply.
10. As things transpired, however, it took longer than expected for renewable energy sources
to come online in Cryptasia. As a result, most cryptocurrency mining companies were
unable to secure enough renewable energy to comply with the limits set by the Energy
Regulations. The RED, which is responsible for enforcing the Energy Regulations, was
well aware of the difficulties faced by the miners. To date, the RED has not penalised any
company for breaching the Energy Regulations.
C. THE NOVEMBER 2021 AMENDMENT TO THE ENERGY REGULATIONS
11. On 26 October 2021, I received a call from the Chief Executive Officer of Cryptotech,
Charlie Hong. Charlie told me that BIC, which had agreed to acquire Bitmine, had
expressed concerns about Bitmine’s breaches of the Energy Regulations and the potential
penalties that Bitmine could face as a result. I was asked if there was anything I could do
to help resolve this issue.
12. I informed Charlie that our policy was not to enforce the Energy Regulations strictly given
the lack of renewable energy in Cryptasia, and no mining company has been penalised for
breaching the caps so far. The targets were something to be gradually worked towards as
more renewable energy sources came online. I also told Charlie that I was happy to meet
with BIC to address its concerns. As I am personally acquainted with Charlie for many
years now, and I was also keen to help Cryptotech as it is a state-owned entity looking to
exit energy-intensive businesses as the world embraces a decarbonisation future, I thought
this was also a nice gesture for both parties. Charlie agreed that this would be helpful and
gave me the contact details of Nico Mansor of BIC to set up a call.
177
CWS-2
13. I had a Zoom call with Nico on 27 October 2021. During the call, I explained to Nico the
RED’s ‘light-touch’ approach towards enforcing the Energy Regulations and pointed out
that no company has ever been penalised for breaching the regulations.
14. In response, Nico noted that the government policy could change and that presents a
significant regulatory risk for BIC’s intended investment. To assuage these concerns, and
given that this was an industry-wide issue, I told Nico that I would consult with the Ministry
of Energy on the possibility of lowering the renewable energy requirements to more
achievable levels. Nico thanked me for the offer and appeared satisfied with this possible
solution. Before concluding the call Nico noted that the closing of the deal was scheduled
for 16 November 2021 and that it would be good if an amendment could be enacted before
that date.
15. The next day, I promptly submitted a request to the Ministry of Energy, recommending
that the limits on non-renewable energy under the Energy Regulations be amended as
follows:2
Year 2021 2022 2023 2024 2025

onwards
Limit on 90% 85% 80% 70% 60%
non-renewable
energy
16. These new limits were determined based on the RED’s assessment of what could more
realistically be achieved by cryptocurrency mining companies given the amount of
renewable energy available in Cryptasia. At the time, I did not see the need to request an
amendment to the 2020 limit, given that there was no intention to penalise cryptocurrency
mining companies for their past breaches. My focus was on the targets that the companies
should meet going forward. There was also an unresolved legal question as to whether we
could retroactively change the law, particularly if any companies had incurred costs in 2020
in an effort to comply with the prevailing regulations at the time.
17. The Ministry of Energy accepted my request and enacted the amendment on 4 November
2021.3
18. In the evening of 15 November 2021, I received a call from Charlie Hong, informing me
that BIC was not satisfied with the 4 November amendment as the 2020 limit had not been
amended, and Bitmine technically remained in breach of the Energy Regulations and
2
Exhibit C-8.
3
Exhibit CL-2.
178
CWS-2
continued to be exposed to a sizeable penalty. I was asked whether I could request another
amendment on an urgent basis to remedy the situation. I agreed to do so, while also
reminding Charlie that it was a non-issue from the government’s perspective as we were
not about to start fining companies for a failure to comply with the renewable energy
requirements when we knew that there was an insufficient supply in Cryptasia.
19. In the end, we did not bother to amend the Energy Regulations again as we found out the
following week that the deal with BIC had collapsed and no other crypto-mining company
was seeking a retroactive amendment to the 2020 regulatory requirements.
D. CORRUPTION ALLEGATIONS
20. I am personally acquainted with Adam Smith as he was a colleague of mine at the Ministry
of Energy for over three years. Adam also knows my wife from official events and my kids
as they attend the same school as his daughter. Since we stopped working together, we
have had very sporadic contact as we do not have a habit of meeting up or socializing with
each other.
21. He contacted me out of the blue in late October 2021. He said that he was assisting BIC
with the proposed acquisition of Bitmine and wanted to meet with me to discuss an issue
regarding the Energy Regulations. I did not see the need to meet him at the time because
Charlie had already spoken to me about the same issue and I was working with him to
resolve the issue. There was therefore no improper contact between me and Adam at all in
relation to the Bitmine deal.
22. As Director of RED for almost four years I can proudly say that, during my tenure, the
Directorate has not been subject to any investigation for corruption, bribery, money
laundering or similar activities. Furthermore, no public officer in the Directorate has been
convicted of a crime in the past five years.4 We have our own Governance, Compliance
and Ethics policies which we strictly apply.
23. I am not aware of any other contacts that Adam Smith may have had with members of the
Directorate.
[signed]
Wang Chen
1 June 2022
4
Annex B.
179
https://www.wcadvisors.com/professionals/wc-cv.html CWS-2,
Annex A
457 York Street

28576 Cryptasia
(718) 555–0100
wangchen@wcadvisors.com
Wang
Chen
Provide consulting services to a variety of businesses (from large multinationals
to start-up companies), with a special focus on investments in Cryptasia in the
energy, technology, and public sectors.
WORK EXPERIENCE
Principal 2022-present
WC Advisors LLP
Director 2018-2022
Renewable Energy Directorate (Cryptasia)
Deputy Director 2012-2018

Agency for Information Technology
Special Advisor 2008-2012

Ministry of Energy (Cryptasia)
Assistant State Counsel 2007-2008

Ministry of Law (Cryptasia)
Legal Assistant 2003-2005

Tech Solutions Inc
EDUCATION
Advanced Course on Innovation and Technologies 2009

Institute of Applied Sciences
Master in Energy Law 2006-2007

National University of Cryptasia
Law Degree
National University of Cryptasia 1999-2003
180
CWS-2, Annex B
General Coordination of Prevention and Social Readaptation

General Directorate for the Execution of Sanctions
Directorate of the National Archive of Sentences and Penitentiary Statistics
Subdirectorate of Archives
1 January 2022
Renewable Energy Directorate (RED)

Cryptasia.-
On this date, RED requested to this Institution, the issuance of a record of

criminal records at the national level.
In view of the foregoing, in accordance with the provisions of Articles 6 of

the Political Constitution of the Republic of Cryptasia, of the General Law of
Transparency and Access to Public Information, 13 section XI, of the Regulations
of the Decentralized Administrative Body of Prevention and Social Readaptation;
you are hereby informed that taking into consideration the information contained
in the official records of said Directorate, an exhaustive search was made in the
database of the National Archive of Sentenced Persons, and it was found that as
of the date of issuance of this document, there is NO record of an irrevocable
criminal conviction sentence pronounced against any public officer of the
Cryptasian Renewable Energy Directorate for the past five years.
Respectfully,
The Deputy Director of Archives
Commissioner of the Decentralized Administrative Body for Prevention and Social Readaptation
General Director of Execution of Sanctions
Director of the National Archive of Sentencing and Penitentiary Statistics
181
Assessment of Damages to Cryptotech
Cryptotech, Inc. vs.

Bitcoin Investors Company Pte. Ltd. & Digital Gold Pte. Ltd
by
Dr. Cris Garcia

Focus Economics
June 1, 2022
182
These materials have been prepared for the 2022 Edition of the Cross-Examination Moot
Assessment of Damages to Cryptotech by Cris Garcia
Table of Contents
I. EXECUTIVE SUMMARY ....................................................................................................................... 3
II. CREDENTIALS ..................................................................................................................................... 6
III. BACKGROUND ..................................................................................................................................... 7
IV. VALUATION OF DAMAGES ................................................................................................................ 10
IV.1 Damages to Cryptotech ............................................................................................................... 10
IV.2 Evaluation of Counterclaim ........................................................................................................ 14
V. DECLARATION .................................................................................................................................. 15
APPENDIX A LIST OF DOCUMENTS CITED .............................................................................................. 16
Confidential 2 June 1, 2022
183
I. EXECUTIVE SUMMARY
1. I have been instructed by DENöEL - GäRY Intl. LLP, counsel to Cryptotech, Inc.
(Cryptotech or Claimant) in the arbitration proceedings against Bitcoin Investors Company
Pte. Ltd. (BIC) and Digital Gold Pte. Ltd., parent company to BIC (Digital Gold) (together,
the Respondents), to provide an objective and independent assessment of damages suffered
by Claimant as a direct consequence of BIC’s breach of the Share Purchase Agreement (SPA)
between Cryptotech and BIC relating to the acquisition of a group of Bitcoin mining farms.
Additionally, counsel to Claimant has requested me to review and comment on Respondents’
counterclaim as presented in the Answer to Request for Arbitration.
2. Cryptotech and BIC signed the SPA on September 3, 2021, with Digital Gold guaranteeing
BIC’s performance as specified in the Parent Company Guarantee issued on the same date.
Under the contractual terms, BIC agreed to pay Cryptotech a sum of 4,000 Bitcoin (BTC) to
acquire 100% of Bitmine, Inc (Bitmine), a subsidiary of Cryptotech focused on Bitcoin
mining operations. At the time of signing, each Bitcoin was valued at USD 50,025.
3. On September 3, 2021, at the time of signing the SPA, BIC provided a down payment of
USD 20 million, equivalent to 10% of the purchase price, or BTC 400. This down payment
was to secure the SPA with Cryptotech.
4. On October 16, 2021, in response to the rising value of Bitcoin in US Dollar terms, BIC
proposed an amendment to the SPA that would fix the contract price in dollar terms. By this
date, the value of Bitcoin had increased by 21.7%, to USD 60,892, compared to its value on
the date the SPA was signed. This amendment was rejected three days later by Cryptotech,
which noted that the purchase price was denominated in Bitcoin in the SPA.
5. On November 16, 2021, the date on which the transaction between Cryptotech and BIC was
to be executed, and payment was to be processed, BIC did not complete the transaction, and
instead terminated the agreement nine days later. By November 16, 2021, Bitcoin had
increased 20.3% in value, to USD 60,161, since the signing of the SPA.
184
6. Cryptotech later found another buyer for Bitmine, Transcryptic Inc., which purchased all
shares of Bitmine for BTC 3,500 on February 18, 2022. At the time of this transaction, the
value of Bitcoin had fallen to USD 40,031.
7. First, I calculate damages to Claimant based on the purchase price that Cryptotech could
have gotten for Bitmine for 3,600 Bitcoin under the terms of the SPA signed by both
Cryptotech and BIC (excluding the down payment already made). On November 16, 2021,
BTC 3,600 were worth USD 216.6 million. Compared to this, the BTC 3,500 that Cryptotech
received when it finalized the sale of Bitmine on February 18, 2022, with Transcryptic were
only worth USD 140.1 million. I take the difference between these two purchase prices to
compute nominal losses to Cryptotech, in the amount of USD 76.5 million.
8. Second, I update the nominal losses to Cryptotech until the date of this report, May 1, 2022
(the Valuation Date), using Cryptotech’s cost of financing in 2021 of 5.25%, which is
comprised of the prime lending rate of 3.25 % plus a spread of 2%. I calculate interest in the
amount of USD 4.0 million, yielding a total of damages owed to Cryptotech as of June 1,
2022, at USD 80.5 million.
9. In the Answer to the Request for Arbitration, Respondents presented a counterclaim for USD
22.5 million plus interest, related to the down payment, as well as the costs incurred during
the aborted transaction, such as payroll and travel expenses, arguing that Claimant had failed
to disclose Bitmine’s breach of Cryptasia’s energy regulations. I do not compute any
damages owed to Respondents. First, regarding the down payment, this was made so that
BIC could secure the SPA with Cryptotech. If not for such contractual agreement,
Cryptotech could have found other potential buyers for Bitmine while the value of Bitcoin
was approaching all-time highs. Second, regarding the costs incurred by BIC, I have been
instructed by Claimant’s counsel that Cryptotech did not breach the energy regulations and
that if there were a breach, the technical breach was not material because Bitmine had been
given assurances that it would not be penalized.
10. Table 1 below summarizes the damages computed in favor of each party as of June 1, 2022.
185
Table 1: Summary of Damages
Damages Summary
June 1, 2022
Damages Owed to Cryptotech
Proposed Deal with Respondents- November 16, 2021
Purchase Price USD [a] $216,580,486
Update Factor [b] 1.03
Updated Total as of June 1, 2022 USD [c] = [a] × [b] $222,645,116
Finalized Deal with Transcryptic, February 18, 2022

Purchase Price USD [d] $140,108,418
Update Factor [e] 1.01
Updated Total as of June 1, 2022 USD [f] = [d] × [e] $142,146,158
Damages as of June 1, 2022 USD [g] = [c] - [f] $80,498,958
Source: Garcia Damages Model (CG-01).
186
II. CREDENTIALS
11. Dr. Cris Garcia is a Managing Director in the Rolando office of Focus Economics Group.
Dr. Garcia primarily conducts economic analysis centering on the valuation of technology
and cryptography assets around the world.
12. Dr. Garcia has provided independent assessments and has testified for 35 arbitration cases to
date, including testifying before ICSID, ICC and UNCITRAL. Dr. Garcia has significant
experience in the technology sector, including data centers, fabrication and testing facilities,
and cryptocurrency mining farms. Dr. Garcia also works as an adjunct professor of
Quantitative Finance at the University of Cryptero and has worked in an advisory capacity
to multiple projects focused on the development, expansion, and regulation of
cryptocurrency mining farms.
13. Prior to their role at Focus Economics Group, Dr. Garcia served as Vice President of the
Global Markets division at Renew Bank and worked as an Investment Manager for
Cryptocurrency Assets at Coin Surge Investments. Dr. Garcia holds a PhD in Quantitative
Finance from the University of Cryptero and an MBA from the University of Ethbitius.
14. Dr. Garcia’s curriculum vitae is enclosed as CG-02.
187
III. BACKGROUND
15. In July 2021, Cryptotech began prospecting buyers for its subsidiary, Bitmine Inc. Bitmine
is a company which uses specialized computer equipment within factories and warehouses
to mine cryptocurrencies. On July 5, 2021, Cryptotech received a letter from BIC, a private
equity fund specializing in the acquisition and management of cryptocurrency ventures,
expressing its interest in Bitmine. 1 BIC is wholly owned by Digital Gold Pte. Ltd., an
investment firm focused on cryptocurrency assets and provision of capital for cryptocurrency
mining.
16. Upon receipt of the letter, Cryptotech invited BIC to review all necessary records and
documents as part of its due diligence process. BIC conducted its due diligence from July to
August of 2021, before notifying Cryptotech on August 16, 2021, that it was satisfied with
the results of its due diligence process and had secured approval from its parent company to
buy all shares of Bitmine.2
17. Cryptotech proceeded to negotiate the purchase price with BIC and Digital Gold, with
Cryptotech proposing the final price be denominated in Bitcoin. This was accepted by the
Respondents, and ultimately both parties signed an SPA on September 3, 2021, noting an
initial down payment of 10% or BTC 400 as of the same date, and a final payment of BTC
3,600, to be transferred on November 16, 2021.3 On the date of the SPA signature, BIC
provided the down payment through a wire transfer of USD 20 million to Cryptotech,
equivalent to BTC 400.4
18. On October 16, 2021, BIC wrote to Cryptotech proposing an amendment to the SPA which
would effectively offset any changes to the Bitcoin value between the SPA signing date and
1
See Witness Statement of Charlie Hong, ¶ 6 (CWS-1).
2
See Ibid, ¶ 8.
3
See Share Purchase Agreement, p. 2 (C-1).
4
See BIC Down Payment Wire Transfer to Cryptotech, September 3, 2021 (CG-03). Note that BIC transferred the
down payment amount in US Dollars, and not in Bitcoin as stipulated in the SPA. See Share Purchase Agreement,
Art.2, cl.3. (C-1).
188
the closing date, to maintain the same purchase price in USD for the remaining BTC 3,600.5
Between the date of this letter and the SPA signing date, the value of Bitcoin in USD had
increased by 9.5%.6 Cryptotech summarily rejected this proposition on October 19, 2021,
noting that the inherent fluctuations in Bitcoin value was assumed when selecting the
denomination of Bitcoin for the final purchase price.7
19. A few days later, on October 25, 2021, BIC wrote to Cryptotech expressing concerns
regarding Bitmine’s breach of Cryptasia’s energy regulations, which could lead to a USD 12
million penalty for 2020 activity and a similar penalty for 2021 activity. 8 In a meeting
between the Cryptasia Renewable Energy Directorate (RED) and BIC arranged a few days
later, the Cryptasia RED noted that no cryptocurrency mining firm has been penalized for
excessive use of non-renewable energy, and proposed amendments to the energy regulations
that would render Bitmine compliant for its energy use from 2021 onwards. These
amendments were swiftly approved by the Cryptasian government on November 4, 2021,
well in advance of the closing date.9 Following the approval of the amendments, Cryptotech
asked BIC to confirm its intent to complete the transaction on November 16, 2021, as
originally agreed upon.10
20. Despite the enactment of the amendment, on November 15, 2021, BIC expressed
reservations regarding closing due to the breach of the Cryptasian energy regulations in 2020,
which was still subject to a potential retroactive financial penalty.11 In response, Cryptotech
5
See Nico Mansor Email to Charlie Hong, October 16, 2021 (C-2).
6
See Garcia Damages Model, “Bitcoin Value Ledger” (CG-01).
7
See Charlie Hong Email to Nico Mansor, October 19, 2021 (C-2).
8
See Nico Mansor Email to Charlie Hong, October 25, 2021 (C-9).
9
10
See Ibid., ¶ 17 (CWS-1).
11
See Ibid., ¶ 18 (CWS-1).
189
connected with the Cryptasia RED to request an additional amendment to dismiss potential
penalties stemming from 2020 energy use.12
21. On November 16, 2021, the date on which the transaction between Cryptotech and BIC was
to be executed, and payment was to be processed, BIC did not complete the transaction.
Instead, on November 19, 2021, BIC notified Cryptotech of its intent to terminate the
agreement, citing commercial factors.13 This was followed by a formal termination letter
sent by BIC to Cryptotech on November 25, 2021, in which BIC cited breaches of
Cryptotech’s representations and warranties as reasons for its withdrawal.14
22. On February 18, 2022, Cryptotech completed the sale of Bitmine to a separate firm,
Transcryptic Incorporated, for a total of BTC 3,500.15
12
13
See Ibid., ¶25 (CWS-1).
14
See Letter from Mukesh Thiru to Cryptotech, November 25, 2021 (C-3).
15
See Witness Statement of Charlie Hong , ¶ 28 (CWS-1).
190
IV. VALUATION OF DAMAGES

23. I am instructed by Counsel to assess the damages owed to Cryptotech as a result of the
unlawful termination of the SPA by BIC, and to comment on Respondent’s counterclaim.
IV.1 DAMAGES TO CRYPTOTECH
24. On September 3, 2021, Cryptotech and Respondents agreed to a final purchase price of BTC
4,000. Of this, 10% or USD 20 million (equivalent to BTC 400) was paid on the same date
and the remaining BTC 3,600 was to be paid on November 16, 2021. I compute the amount
Claimant would have received for Bitmine, but-for Respondents’ breach of the SPA. On
November 16, 2021, one Bitcoin was valued at USD 60,161, meaning the total amount
Cryptotech would have received on that day is USD 216.6 million.16
25. Following termination of the SPA, Claimant had to find another buyer to acquire Bitmine.
Cryptotech eventually conducted a sale, but not before demand for Bitmine waned, in
response to a decrease in Bitcoin value and increased concerns about the volatility of Bitcoin.
26. On February 18, 2022, Transcryptic Inc. completed its transaction with Cryptotech to
purchase all shares of Bitmine for BTC 3,500. Each Bitcoin was valued at USD 40,031, for
a total purchase price in USD terms of 140.1 million.17 As a result of Respondents’ actions,
Claimant lost USD 80.5 million in the sale.
27. Figure 1 shows the timeline of events, as well as the value of Bitcoin at each stage.
16
See Share Purchase Agreement (C-1). See also Garcia Damages Model, “Bitcoin Value Ledger” (CG-01).
17
See Garcia Damages Model, “Bitcoin Value Ledger” (CG-01).
191
Figure 1: Timeline of Events Against Bitcoin Value
28. I calculate damages by updating each purchase price to the date of this report using the cost
of financing of Cryptotech, based on the United States prime lending rate as reported by
Bloomberg, plus a spread of 2%.18 This was the pre-determined rate that Cryptotech entered
into in 2021 when obtaining external financing to expand operations related to other business
segments.19 Thus, it accurately reflects Claimant’s cost of funding at the time of BICs breach
of the SPA. The prime lending rate was 3.25% on both transaction dates, the original
18
The prime lending rate represents the average lending rate in USD offered by the top 25 banks by asset value to the
most creditworthy of corporate customers. Therefore, this represents the lower bound of interest rates offered to
companies and is used as a benchmark across the financial industry.
19
See Cryptotech Financial Statements 2021 (CG-04).
192
transaction date of November 16, 2021, on which the transaction should have closed with
BIC and the actual transaction date of February 18, 2022, when the transaction was closed
with Transcryptic.20 I convert each purchase price to USD (USD 216.6 million and USD
140.1 million) and add interest from the date of each transaction until June 1, 2022. Finally,
I take the difference between both updated purchase prices to calculate the damages owed to
Cryptotech.
29. Table 2 below shows the computation of damages stemming from the difference in the
purchase prices between the two scenarios. Based on my calculations, Cryptotech is owed
USD 80.5 million in damages as of June 1, 2022.
20
See Garcia Damages Model, “Prime Lending Rate” (CG-01).
193
Table 2: Damages Owed to Cryptotech

Summary- Damages Owed to Cryptotech
Date of Report [a] 01-Jun-2022

Proposed Deal with Respondents
Date of Proposed Purchase [b] 16-Nov-2021
Purchase Price BTC [c] 4,000
Downpayment BTC [d] = [c] x 10% 400
SPA Balance BTC [e] = [c] - [d] 3,600
Bitcoin Value in USD USD [f] $60,161
SPA Balance USD [g] = [e] × [f] $216,580,486
Prime Lending Rate % [h 1 ] 3.25%
Spread % [h 2 ] 2.00%
Interest Rate % [h] 5.25%
Years Elapsed Between Proposed
yrs [i] = ([a] - [b])/365 0.54
Purchase Date and Report Date
Updated Total as of June 1, 2022 USD [j] = [g] × [(1+[h]) ^ [i]] $222,645,116
Finalized Deal with Transcryptic

Date of Purchase [k] 18-Feb-2022
Purchase Price BTC [l] 3,500
Bitcoin Value in USD USD [m] $40,031
Purchase Price USD [n] = [l] × [m] $140,108,418

Prime Lending Rate + 2% % [h] 5.25%
yrs [o] = ([a] - [k])/365 0.28
Updated Total as of June 1, 2022 USD [p] = [n] × (1+[h]) ^ [o] $142,146,158
Damages as of June 1, 2022 USD [q] = [j] - [p] $80,498,958
194
IV.2 EVALUATION OF COUNTERCLAIM
30. Counsel to Respondents asserts that the termination of the agreement was appropriately
conducted in accordance with Article 8 of the SPA.21 Additionally, Counsel to Respondents
explains that material breaches in representations and warranties related to the breach of
Cryptasia’s energy regulations make Cryptotech the responsible party for the termination of
the SPA. 22 In the Answer to the Request for Arbitration, Counsel to Respondents
preliminarily estimates USD 22.5 million plus interest in damages allegedly owed to
Respondents. 23 These damages are computed based on the down payment, as well as
expenses accrued by BIC members during the due diligence and transition processes for
Bitmine.
31. After reviewing the Answer to the Request for Arbitration, I do not compute any damages
to Respondents given that the alleged liabilities are not likely to ever materialize.
32. Even if the Tribunal finds that Respondents are owed damages, I understand that Claimant’s
position is that the down payment cannot be claimed due to Respondents’ failure to conduct
the due diligence appropriately given that the Energy Law is public. Therefore, in the case
the Tribunal awards any damages to Respondents, should be limited to the expenses
actually incurred by Respondents (USD 2.5 million). While Respondents claim USD 2.5
million were incurred in relation to the transaction, they have not presented any proof of
such expense.
21
See Share Purchase Agreement, Article 8 (C-1).
22
See Answer to Request For Arbitration, ¶ 21.
23
See Answer to Request For Arbitration, ¶ 26.
195
V. DECLARATION
I declare that:
a. I understand that my duty in giving evidence in this arbitration is to assist the arbitral
tribunal decide the issues in respect of which expert evidence is adduced. I have
complied with, and will continue to comply with, that duty.
b. I confirm that this is my own, impartial, objective, unbiased and independent opinion
which has not been influenced by the pressures of the dispute resolution process or by
any party to the arbitration.
c. I confirm that all matters upon which I have expressed an opinion are within my area
of expertise.
d. I confirm that I have referred to all matters which I regard as relevant to the opinions I
have expressed and have drawn to the attention of the arbitral tribunal to all matters, of
which I am aware, which might adversely affect my opinion.
e. I confirm that my remuneration is not contingent on the outcome of this arbitration.
f. I confirm that I have not worked on nor am I actively working on any other matters
involving Claimant other than the subject matter of this arbitration.
g. I confirm that, at the time of providing this written opinion, I consider it to be complete
and accurate and constitute my true, professional opinion.
Cris Garcia
Cris Garcia
Focus Economics
196
APPENDIX A LIST OF DOCUMENTS CITED
Annex # Description
CG-01 Garcia Damages Model
CG-02 Curriculum Vitae of Cris Garcia
CG-03 BIC Wire Transfer of Down Payment to Cryptotech, September 3, 2021
CG-04 2021 Financial Statement of Cryptotech Inc.
197
CG - 01
Excel spreadsheets can be found in separate file
198
CG - 02
CRIS GARCIA, PH. D

Phone: +97 2948 5982 40 5720 W. Alticea Rd.
crisgarcia@focuseconomics.com Cryptorua, CR 48752-1498
Dr. Cris Garcia currently serves as the Managing Director in the Rolando office of Focus Economics
Group. In this role, Dr. Garcia primarily conducts valuation analysis for technology and financial
assets all around the world as a damages’ expert.
Dr. Garcia has served as a testifying expert for 8 years and has testified before tribunals belonging to
UNCITRAL, PCA, and the ICC. They primarily specialize in cases pertaining to the finance and
technology sectors and have previously testified on data centers, fabrication and testing facilities,
and cryptocurrency mining farms. Dr. Garcia has also served as an advisor for the development of
cryptocurrency mining farms in multiple countries.
Prior to their role at Focus Economic Group, Dr. Garcia served as Vice President of the European
International Arbitration practice at Prosper Economics and worked as an Investment Manager for
Cryptocurrency Assets at Coin Surge Investments. Dr. Garcia holds a Ph. D in Quantitative Finance
from the University of Cryptero and an MBA from the University of Ethbitius.
Education
PhD University of Cryptero, Quantitative Finance May 2011
MBA University of Ethbitius, Economics May 2008
BS University of Solanus, Finance May 2004
PROFESSIONAL EXPERIENCE
Focus Economics 2018-Present

Managing Director
Prosper Economics 2015-2018

Vice President, European International Arbitration Practice
Coin Surge Investments 2012-2015

Investment Manager, Cryptocurrency Assets
LANGUAGES
English: Native Language
199
CG - 02
RELEVANT EXPERIENCES
1. 2021 Technology: Expert testimony (Claimant) in an international arbitration related to

unfair treatment and expropriation claims regarding data storage centers in Kazakhstan.
2. 2021 Mining: Expert Testimony (Claimant) in a dispute concerning contractual payments

and currency exchange mechanisms for a mining concession in Sudan.
3. 2020 Technology: Expert testimony (Claimant) in an investment treaty arbitration related to

the expropriation of an offshore cloud network facility in Guyana.
4. 2020 Finance: Expert testimony (Claimant) in an ICC commercial arbitration related to the
early termination of a business contract in Italy.
5. 2019 Technology: Expert testimony (Claimant) in an international arbitration related to

expropriation and unfair treatment measures of a federal telecommunications and
technology equipment provider in Uzbekistan.
6. 2019 Technology: Expert testimony (Claimant) related to the seizure of data storage assets
in Morocco.
200
CG - 03
Bank Transfer
SSB Reference
Number SSB24857063-673856
Memo Bitmine Transaction- Down Payment
Transaction Status Processed
Transaction Date 03 September 2021 02:37 P.M ECT
Account Number Account Name Bank Amount (USD)

From: 82938749113 Digital Gold Sunspear Bank
Incorporated
20,010,150.00
To: 99287340175 Cryptotech Bank of Cryptasia
Incorporated
201
CG - 04
Cryptotech Consolidated Balance Sheets ‐ USD ($) $ in Thousands Dec. 31, 2021 Dec. 31, 2020

Current assets
Cash and cash equivalents $ 349,285 $ 305,716
Accounts receivable, net 20,587 10,937
Prepaid expenses and other current assets 8,187 4,238
Costs and estimated earnings in excess of billings 2,209 2,185
Cryptocurrencies 60,361 72,266
Investments in marketable equity securities, at fair value 25,992 22,484
Future power credits, current portion 37,629 30,472
Total current assets 504,250 448,298
Noncurrent Assets
Property and equipment, net 20,476 18,499
Deposits 103,203 94,850
Long‐term investments 447 384
Right of use assets 15,198 12,285
Derivative asset 33,523 28,201
Intangible assets, net 28,641 26,714
Goodwill 310,790
Future power credits, less current portion 25,748 21,576
Total assets 1,042,276 650,807
Current liabilities
Amounts payable‐ trade debts 39,965 32,104
Amounts payable‐ financial debts* 60,275 20,949
Accrued expenses 21,493 17,754
Billings in excess of costs and estimated earnings 42,289 36,482
Deferred revenue, current portion 4,658 3,941
Operating lease liability, current portion 3,571 2,867
Contingent consideration liability ‐ future power credits, current portion 60,347 32,951
Total current liabilities 232,598 147,048
Amounts payable after one year‐ financial debts* 232,759 89,591
Deferred revenue, less current portion 18,753 43,749
Operating lease liability, less current portion 16,544 10,984
Contingent consideration liability ‐ future power credits, less current portion 30,359 30,581
Other long‐term liabilities 4,174 3,857
Total liabilities 535,187 325,810
Shareholders Equity
Common Stock 238,780 150,970
Retained Earnings 268,309 174,027
Total Shareholder's Equity 507,089 324,997
*On April 5, 2021, Cryptotech entered into a loan for USD 250 million with a 5.25% interest rate
202
Cryptotech Inc.
Claimant
v.

Respondent 1

Respondent 2
Statement of Defence
and Counterclaim
1 July 2022
Ayaki & Brothers Inc.
Counsel for Respondent
1
203
STATEMENT OF DEFENCE AND COUNTERCLAIM
(Skeleton form)
TABLE OF CONTENTS
I. Introduction
II. Factual background
a. Pre-AGREEMENT events
b. Post-AGREEMENT events
III. Contractual provisions
IV. Respondent 1 was not required to close and was entitled to terminate the
AGREEMENT
a. Claimant’s excuses for its admitted breach of Article 4(4) are
unavailing
b. Claimant breached Article 4(5)
V. Respondent 1 exercised its right of termination in good faith
VI. In any event, the AGREEMENT should not be enforced because of
illegality / breach of public policy
VII. Quantum
VIII. Respondents’ prayer for relief
2
204
STATEMENT OF DEFENCE AND COUNTERCLAIM
(Skeleton form)
The Respondents respectfully submit the present Statement of Defence and Counterclaim in
accordance with the Procedural Timetable.
I. INTRODUCTION
1. Bitcoin Investors Company Pte. Ltd. (the “Respondent 1” or “BIC”) and Digital Gold Pte.
Ltd. (the “Respondent 2” or “Digital Gold”), hereby submit their Skeleton Arguments
concerning the claim filed by Cryptotech Inc. (the “Claimant” or “Cryptotech”) pursuant to
the Share Purchase Agreement (the “AGREEMENT”).
2. The purpose of the Skeleton Arguments is to provide a brief overview of the most relevant
factual, legal, and evidential issues to be examined at the Hearing.
II. FACTUAL BACKGROUND
A. Pre-AGREEMEENT events
3. In June 2021, BIC was informed that Cryptotech was looking to sell Bitmine, which owns
and operates one of the largest bitcoin mining farms in the world. BIC was extremely
interested in this opportunity and submitted a letter to Cryptotech on July 5, 2021,
expressing its interest in acquiring Bitmine and requesting an opportunity to conduct due
diligence on the company (C-4).
4. Cryptotech selected BIC’s bid as the winning bid and signed a term sheet with BIC on July
12, 2021 (C-5). Thereafter, BIC conducted due diligence on Bitmine between 14 July and
10 August 2021 (RWS-2, para. 9).
5. On August 16, 2021, BIC wrote to Cryptotech informing it that it was satisfied with the
results of its due diligence investigations and had received the necessary approvals to
proceed with the transaction (C-7). The parties then proceeded to finalize the terms of the
sale.
3
205
6. While BIC initially offered USD 200 million for Bitmine, Cryptotech proposed on August 20,
2021 that the purchase price be denominated as 4,000 bitcoin for marketing reasons (R-
6), contrary to what the parties had agreed in the term sheet.
7. Cryptotech’s proposal appeared favourable given the exchange rate of bitcoin at the time.
Accordingly, BIC agreed to the proposal on the understanding that it would not change the
underlying economics of the transaction and there would be flexibility in the event of
unforeseen fluctuations in the price of bitcoin (RWS-1, para. 10).
8. The parties signed the AGREEMENT on September 3, 2021 (R-1).
B. Post-AGREEMENT events
9. On September 13, 2021, BIC sent a team of employees to Bitmine’s offices (the
“Transition Committee”) to familiarise themselves with Bitmine’s operations and prepare
for the transition of ownership. The team was headed by a Deputy Manager in BIC’s
Investment Department, Dylan Dayal (RWS-1, para. 12).
10. On September 14, 2021, one of Bitmine’s managers informed Dylan Dayal that Bitmine
was in breach of Cryptasian regulations that imposed limits on the amount of non-
renewable energy that it could use at its mining sites (the “Energy Regulations”) (RWS-
2, para. 12; R-7).
11. BIC was extremely concerned about these breaches and sought advice from a lawyer in
Cryptasia regarding the issue. The lawyer advised that Bitmine’s breach in 2020 exposed
it to a potential penalty of USD 11.83 million (R-6).
12. On October 25, 2021, BIC emailed Cryptotech to bring the issue to Cryptotech’s attention
and seek its views on how the issue could be resolved (C-9).
13. In response, Cryptotech got the Director of the Renewable Energy Directorate (the “RED”),
Wang Chen, to request an amendment to the Energy Regulations to increase the limit on
non-renewable energy to levels that Bitmine would be able to comply with (RWS-1, paras.
17-19). The amendment was made on November 4, 2021 (CL-2).
4
206
14. Inexplicably, however, the November 4, 2021 amendment did not retroactively change the
applicable limit for 2020, which meant that Bitmine remained exposed to a potential penalty
of USD 11.83 million for its breach of the limit in 2020.
15. On November 15, 2021, BIC sent an email to Cryptotech, pointing out the significant risk
exposure that Bitmine continued to face as a result of the incomplete amendment that was
made to the Energy Regulations (C-9).
16. Cryptotech replied that it would ask Wang Chen to push through another amendment to
change the 2020 limits on an urgent basis (C-9). However, this turned out to be an empty
promise as no such amendment has been made even up to this day, let alone in time for
the Closing scheduled for November 16, 2021.
17. On November 12, 2021, BIC’s Investment Committee (the “IC”) met to discuss whether to
close the Bitmine deal in light of the new discoveries since the signing of the AGREEMENT
(RWS-1, para. 21). After due deliberation, and having regard to the material breaches
committed by Cryptotech, the majority of the IC voted to recommend to the Board of
Directors not to proceed with the transaction (R-8).
18. Despite the outcome of the IC meeting, the decision to withdraw from the deal would not
be official until BIC’s Board of Directors deliberated and took a decision on the IC’s
recommendation. Accordingly, BIC could not express a concluded view on the transaction
to Cryptotech until the Board of Directors made its decision (RWS-1, para. 28).
19. On November 16, 2021, the Board of Directors met and approved the IC’s recommendation
to withdraw from the deal (RWS-1, para. 29). Thereafter, BIC sent one of its directors to
Cryptasia on November 19, 2021 to deliver the news to Cryptotech in person (R-2).
20. On November 22, 2021, Cryptotech issued a letter of demand requiring BIC to close the
transaction on November 25, 2021 (C-11).
21. In its reply of November 25, 2021, BIC rejected Cryptotech’s baseless request and
terminated the AGREEMENT on the basis of Cryptotech’s breaches of the AGREEMENT
(C-3).
5
207
III. CONTRACTUAL PROVISIONS
22. Article 4 of the AGREEMENT provides as follows:

[...]
4. Compliance with Laws. The Target Company has conducted and continues
to conduct the Business in accordance with all applicable Laws and is not in
violation of any such Law.
5. Full Disclosure. None of the Seller’s officers is aware of any facts relating to
the Seller or the Target Company that could reasonably be expected to have a
Material Adverse Effect and which have not been disclosed in this Agreement
or in the Disclosure Schedule.
1. The Buyer agrees to close the transaction in the manner contemplated
subject to:
[...]
Termination
1. This Agreement may be terminated by the Buyer at any time prior to the
Closing if any of the following events occur:
[...]
therein;
6
208
IV. RESPONDENT 1 WAS NOT REQUIRED TO CLOSE AND WAS ENTITLED
TO TERMINATE THE AGREEMENT
25. It is undisputed that, as of the scheduled date of the Closing (and, indeed, to this date),
Bitmine was in breach of the Energy Regulations in 2020 and was exposed to a penalty of
USD 11.83 million because of that breach (the “Energy Issue”).
26. As explained in greater detail below, the Energy Issue gave rise to two materials breaches
of Cryptotech’s representations and warranties in Article 4(4) and 4(5) of the AGREEMENT.
This meant that:
a. the conditions to Closing under Article 6(1)(a) of the AGREEMENT were not
satisfied and BIC was not required to close the transaction; and
b. BIC was entitled to terminate the AGREEMENT under Article 8(1)(a).
A. Claimant’s excuses for its admitted breach of Article 4(4) are unavailing
27. Cryptotech does not dispute that it breached Article 4(4) (SOC, para. 47). Instead, it raises
three excuses as to why that admitted breach did not entitle BIC to terminate the
AGREEMENT:
a. the breach was allegedly not material;
b. the breach allegedly could have been cured before the Closing; and
c. BIC allegedly knew of should have known about the Energy Issue when it signed
the AGREEMENT, thereby absolving Cryptotech from liability under Article 313 of
the Cryptasian Sales Law.
28. Each of these excuses are without merit.
29. First, the breach was clearly material given that BIC was exposed to a potential penalty of
USD 11.83 million, which represents almost 6% of BIC’s valuation of Bitmine (RWS-1, para.
14). This is clearly a significant liability that would affect the decision of any reasonable
investor.
30. Cryptotech’s assertion that the risk of any penalty being imposed was non-existent carries
no weight. While it is true that no cryptocurrency mining company has ever been penalized
for a breach of the Energy Regulations, there is no guarantee that this state of affairs will
continue in the future as Cryptasia comes under increasing pressure to honour its climate
7
209
change commitments. Moreover, while the Cryptasian government might have exercised
latitude towards Bitmine while it was a state-owned company, the same might not apply
once Bitmine came under foreign ownership. Actually, it has become public that RED is
now investigating a private company (R-9).
31. Second, there is no evidence that the breach could have been cured before the scheduled
Closing (or any extended time period agreed by the parties). The fact is that the 2020 limits
in the Energy Regulations have not been amended even to this date. It is reasonable to
infer that the Cryptasian government is unable or unwilling to make such a retroactive
amendment, or they would have done it the first time.
32. Third, BIC did not know, nor should it have known, about the Energy Issue before signing
the AGREEMENT. The Energy Issue is not a defect that could easily have been discovered
during the due diligence process and it was incumbent on Cryptotech and/or Bitmine to
expressly disclose the issue. However, at no point during the due diligence process did
they inform BIC about the issue (RWS-2, para. 10).
B. Claimant breached Article 4(5)
33. In addition, Cryptotech also failed to disclose the Energy Issue to BIC, thus breaching
Article 4(5) of the AGREEMENT.
34. Cryptotech’s CEO denies any knowledge of the Energy Issue before the AGREEMENT
was signed. This is wholly unconvincing given that the issue was highly significant, so much
so that a Bitmine employee specifically brought it to the attention of BIC’s Transition
Committee shortly after it was deployed to Bitmine’s offices. As the CEO of Bitmine’s parent
company, Charlie Hong must have been briefed about the issue as well.
35. The facts relating to the Energy Issue could reasonably be expected to have a Material
Adverse Effect on Bitmine’s business given the magnitude of the penalties involved (USD
11.83 million for the 2020 breach alone), and therefore should have been disclosed to BIC
before the AGREEMENT was signed. If BIC had known about the Energy Issue, it certainly
would not have agreed to purchase Bitmine (RWS-1, para. 15).
8
210
V. RESPONDENT 1 EXERCISED ITS RIGHT OF TERMINATION IN GOOD
FAITH
36. Cryptotech argues that, even if BIC had a right to terminate the AGREEMENT because of
the Energy Issue, BIC exercised its termination right in bad faith for an improper purpose,
namely, the rise in the price of bitcoin which made the acquisition of Bitmine more
expensive.
37. Cryptotech’s contention must be rejected on two grounds.
38. First, while BIC did consider the risks arising from fluctuations in the price of bitcoin, the
Energy Issue was the key reason why it ultimately decided to terminate the AGREEMENT
(RWS-1, para. 26). Therefore, BIC did not terminate the AGREEMENT for an improper
purpose.
39. Second, before the AGREEMENT was signed, Cryptotech had assured BIC of some
flexibility in case of significant unforeseeable fluctuations in the price of bitcoin (R-6), which
Cryptotech ultimately refused to honour (C-2). While BIC accepts that it did not have an
express contractual right to terminate the AGREEMENT because of the rise in the price of
bitcoin, Cryptotech’s failure to honour the informal assurances that it gave to BIC is a fact
that the Tribunal should take into account when deciding whether BIC acted in “good faith”,
in the event the Tribunal finds that BIC terminated the AGREEMENT because of the rise
in bitcoin prices (which is denied).
VI. IN ANY EVENT, THE AGREEMENT SHOULD NOT BE ENFORCED

BECAUSE OF ILLEGALITY / BREACH OF PUBLIC POLICY
40. Article 8 of the Cryptasian Civil Code provides: “A court or tribunal may refuse to enforce
a contract tainted by illegality or otherwise contrary to public policy after having regard to
all the relevant circumstances, including the relative fault of the parties.” (CL-4)
41. There is significant evidence to conclude that the AGREEMENT was tainted by illegality or
otherwise contrary to public policy.
42. First, it appears that the CEO of Cryptotech accepted a bribe in exchange for causing
Cryptotech to select BIC’s bid for Bitmine.
9
211
a. On July 5 and 6, 2021, BIC’s former consultant, Adam Smith, engaged in suspicious
email communications with Cryptotech’s CEO, Charlie Hong, regarding BIC’s bid
for Bitmine (R-3).
b. It appears from these communications that Adam Smith and Charlie Hong agreed
to meet at a restaurant in Cryptasia for lunch on July 6, 2021, and Charlie Hong
instructed Adam Smith to “bring what [he] promised” to the restaurant (R-3).
c. Immediately after the restaurant meeting, Adam Smith informed BIC’s Deputy
Manager, Dylan Dayal, that BIC had won the bid for Bitmine (R-3).
43. Second, it appears that the CEO of Cryptotech facilitated a bribe from Adam Smith to the
Director of the RED, Wang Chen, so that the latter would push for an urgent amendment
to the Energy Regulations.
a. On October 25, 2021, Adam Smith contacted Dylan Dayal about the Energy Issue
and said that he was “working on fixing it ASAP”. He then indicated that he was in
contact with Cryptotech’s CEO about the issue and asked if he could be paid an
additional $50,000 for “additional services” (R-3).
b. Dylan Dayal rejected Adam Smith’s request as it was not clear what “additional
services” Adam Smith was referring to (R-3, RWS-2, para. 26).
c. Subsequently, Adam Smith revealed in an email dated November 22, 2021 that he
had paid a bribe of $50,000 to Wang Chen to “help expedite the regulatory
amendments”. He further stated that Cryptotech’s CEO helped arrange the
payment (R-10).
44. BIC did not authorize, and had no knowledge of, these corrupt and illegal payments by its
former consultant (RWS-2, para. 29). The Consultancy Agreement expressly prohibited the
consultant from engaging in such conduct (R-1ter), and BIC terminated his contract
immediately after learning of the unauthorized payments (R-10).
45. It is also noted that the Whistleblower Report that brought some light into this issue (R-3)
is in line with best practices on Ethics and Compliance programmes (RL-2).
46. Accordingly, the Tribunal should refuse to enforce the AGREEMENT on the basis that it
was tainted by illegality and/or contrary to public policy, for which Claimant is at fault.
10
212
VII. QUANTUM
47. Respondents request damages pertaining to two items due to Claimant’s breach of the
Energy Regulations: down payment recovery and reimbursement of expenses related to
the terminated transaction.
48. Given Claimant’s breach of the AGREEMENT, Respondents are entitled to recovery of the
down payment of USD 20 million originally paid to Claimant on September 3, 2021. Given
that Claimant is a state-owned entity, these damages are updated at the Cryptasian Cost
of Debt of 4.7% for 2021 to compute USD 20.7 million in damages as of June 1, 2022
(RER-1).
49. Taking into consideration Claimant’s unlawful termination of the AGREEMENT due to
Claimant’s breaches, it is natural that Respondent be entitled to recover its wasted costs
in the performance of the transaction until its termination. Dr. Rochelle’s Report sums the
expenses related to the failed transaction, and updates these using the Cryptasian cost of
debt to find a total of USD 2.6 million owed to Respondents (RER-1).
50. In addition, Respondents consider that Claimant’s expert may be unduly influenced in its
assessment of the situation by circumstances which are extrinsic to this case (R-11).
VIII. RESPONDENTS’ PRAYER FOR RELIEF
51. BIC and Digital Gold respectfully request that the Arbitral Tribunal:
a) Dismiss Cryptotech's claims in their entirety;

b) Declare that Cryptotech was involved, directly or indirectly, on suspicious activities
which may constitute acts of corruption, in breach of public policy;
c) Declare that BIC was not obliged to close the AGREEMENT given that the condition to
closing under Article 6(1)(a) of the AGREEMENT was not satisfied;
d) Declare that BIC was entitled to terminate the AGREEMENT under Article 8(1)(a) and
did so validly;
e) Declare that Digital Gold is not liable under the Parent Company Guarantee;
f) Order Cryptotech to pay to BIC USD 23.3 million for the down payment and wasted
costs relating to the aborted transaction, as well as accumulated interest;
g) Order Cryptotech to pay to BIC and Digital Gold’s costs of the arbitration, including
counsel's fees, with interest thereon at an appropriate commercial rate to be
11
213
determined by the Arbitral Tribunal, as of the date of the Award until payment in full by
Cryptotech.
July 1, 2022
Yours faithfully,
Sae Youn Ayaki

James Brothers
Counsel for Respondent
12
214
STATEMENT OF DEFENCE (AND COUNTERCLAIM)
EXHIBITS (consolidated)
Answer to Request for Arbitration

R-1 Share Purchase Agreement
R-1bis Parent Company Guarantee
R-1ter Consultancy Agreement
R-2 Minutes of Meeting between Cryptotech and BIC
R-3 Anonymized Whistle-Blower Report
R-4 Transparency International Corruption Index, 2020
R-5 World Arbitration Review
RL-1 ICC Guidelines on Agents, Intermediaries and Other Third Parties
Statement of Defence and Counterclaim

R-6 Email from Charlie Hong to Nico Mansor
R-7 Email from Dylan Dayal to Bitmine employees
R-8 Minutes of BIC Investment Committee Meeting
R-9 The Cryptasian Times, February 20, 2021
R-10 Email from Dylan Dayal to Adam Smith
R-11 Web Page of Denoël Garÿ
RL-2 ICC Guidelines on Whistleblowing
Expert Reports
RER-1 Expert Report of Dr. Taylor Rochelle
Witness Statements
RWS-1 Witness Statement, Nico Mansor
RWS-2 Witness Statement, Dylan Dayal
13
215
Exhibit R-6

Sent: Thursday, August 26, 2021 3:31 PM
Cc: Li, Sharon <Sharon.Li@cryptotech.com>; Dayal, Dylan <Dylan.Dayal@bic.com>; Magoo, Max
<m.magoo@digitalgold.com>; <asmith@hotmail.com>
Subject: RE: Purchase Price currency
Sure! Let the lawyers do the drafting. I’ll ask our lawyers to prepare a draft and send it to yours.
I’m copying my secretary to arrange a dinner so that all of us can celebrate once the SPA is signed!!
All the best,
Charlie
Charlie Hong
Cryptotech Limited

Sent: Thursday, August 26, 2021 3:15 PM
Subject: RE: Purchase Price currency
Dear Charlie
We’ve been discussing internally and we can agree on denominating the purchase price in bitcoin, but
there should be some flexibility in the SPA in case of any significant unforeseeable fluctuations. Hope
this is not an issue.
Happy to do business together.
Sincerely
Nico

Sent: Friday, August 20, 2021 10:01 AM
Subject: Purchase Price currency
216
Exhibit R-6
Dear Nico,
I am so glad that we are close to an agreement on the sale of Bitmine to BIC.
As discussed over the phone, we consider that USD 200 million is fair, but we should denominate the
purchase price in bitcoin. I know you were hesitant about this, but we believe it would be to the
benefit of both parties.
Cryptotech is a state-owned company and the transaction will not take long to become public, so
think about it from a marketing perspective. The market could perceive as incoherent that important
players from the industry close a deal over Bitmine, which produces bitcoin, in a currency other than
bitcoin. I think we need to give a strong signal for the market. What do you think?
We look forward to hearing from you and doing business together.
Best Regards,
Charlie
Charlie Hong
Cryptotech Inc
217
Exhibit R-7
From: sunwk@bitmine.net
Sent: Wednesday, September 15, 2021 1:08 PM
Subject: Information on energy issue
Attachments: Regulation 22/2019.pdf; Electricity bills Jan2020-Aug2021.pdf; Details of power purchase
agreements.docx
Dear Dylan,
As requested, the status of Bitmine’s compliance with the Regulation is as follows:
Period Legal limit Actual Excess amount

2020 80% 95% 1,183 gwhr
1 Jan – 30 Aug 2021 75% 90% 780 gwhr
The relevant supporting documents are attached.
Regards,
Sun Wukong
Manager (Operations)
Bitmine
218
Exhibit R-8
MINUTES OF INVESTMENT COMMITTEE MEETING
Date: 12 November 2021, 11:00 AM – 1.35 PM
The following Investment Committee members were present:
Mahatma Singh (Director)

Nico Mansor (CFO)
James Albright (General Counsel)
Hafiz Ismail (Manager, Investment Department)
Preeti Khan (Manager, Strategy Department)
Dylan Dayal presented the Bitmine Transition Committee’s report on the status of the Bitmine
acquisition and recommended that BIC close the transaction (see Annex A).
After due deliberation, the Investment Committee voted on whether to proceed with the closing of
the Bitmine transaction. Two were in favour of closing (Mahatma Singh; Hafiz Ismail) and three
were against (Nico Mansor; James Albright; Preeti Khan). The Investment Committee therefore
resolved to recommend to the Board of Directors not to proceed with the closing of the Bitmine
transaction.
219
Exhibit R-8
Annex A
This report has been prepared for the consideration of the Investment Committee to be discussed
at the scheduled meeting on 12 November 2021.
A. Summary
1. A Transition Committee of BIC staff has been deployed across three separate Bitmine sites
since 13 September 2021. The teams have made good progress in familiarising themselves
with Bitmine’s operations and developing post-closing operation and management plans.
2. The Transition Committee has identified some pre-closing risks and appropriate response
measures. These are not of major concern and should not delay the closing process.
3. According to current progress, the transaction is ready to be closed by 16 November 2021.
B. Commercial risk analysis

4. There is a major concern that the value of bitcoin will continue to rise prior to the transaction
and then drop significantly after closing, causing losses for BIC. Please see the attached
analysis by XEP Consulting.
5. Since the signing of the SPA, the value of bitcoin has risen significantly from USD 50,025.38
on 3 September 2021 to USD 64,995.23 on 10 November 2021 (see the enclosed Schedule
more details). As a result, the purchase price for Bitmine under the SPA has risen to almost
USD 260 million.
6. While initially we had sufficient bitcoin in our treasury to cover the purchase price, significant
amounts were sold in early October 2021 based on the Finance Department’s analysis that the
price had reached a peak at the time. Unfortunately, that has proven to be wrong, with bitcoin
prices rising to new heights since then. In order to complete the transaction, we would need to
acquire 1,800 bitcoin at today’s prices.
7. But because Bitmine produces bitcoin, the increase in the price of bitcoin has also increased
Bitmine’s forecast revenue by a corresponding amount, thus increasing our DCF valuation of
Bitmine. The value of Bitmine’s own existing holdings of 400 bitcoin has also increased.
8. The question to be considered is whether the current high bitcoin price can be sustained or
whether it represents a temporary phenomenon. If the price of bitcoin drops after BIC acquires
Bitmine, then BIC will fail to recoup the increased cost of investment. Based on XEP’s
calculations, bitcoin prices must remain at (or exceed) their current level for at least 11 months
in order for BIC to recoup the increased investment cost.
9. Some analysts suggest that the current run-up in the price of bitcoin is unsustainable. They
predict that bitcoin prices will fall next year as concerns about financial instability and the
environmental impact of bitcoin mining will prompt harsher regulatory action around the world
against the bitcoin industry. This could wipe out a significant proportion of our expected profit
margin.
220
Exhibit R-8
10. On the other hand, Cryptasia’s regulatory environment is relatively accommodating towards
the cryptocurrency mining industry. Crackdowns in other parts of the world on bitcoin mining
may in fact reduce competition for Bitmine and enable it to gain market share.
[…]
E. Other outstanding legal issues

21. There are some inaccuracies in Bitmine’s financial statements, chiefly relating to a failure to
record impairment charges to reflect historical declines in the value of bitcoin held by Bitmine.
Cryptasian accounting rules require Bitmine to write down the value of its bitcoin holdings if
the price declines, while any price increases cannot be recorded until the bitcoin is sold.
Nonetheless, these inaccuracies do not affect our valuation of Bitmine.
22. Energy regulations in Cryptasia impose annual caps on the non-renewable energy that bitcoin
mining companies may use for mining activities. Bitmine did not comply with the cap in 2020
and faced a possible penalty risk of USD 11.83 million. However, the Director of the
Renewable Energy Directorate has indicated that the Cryptasian government is not intending
to penalise companies for breaching the regulations. Furthermore, the regulations were
amended on 5 November 2021 at Bitmine’s request, which rendered Bitmine compliant with
the 2021 cap and made it easier to comply with the annual caps in future years. Our Consultant
has played a key role in such instances, liaising with Cryptotech, RED and the relevant Minister
to make the amendment possible.
F. Recommendation of the Transition Committee

23. In the Transition Committee’s view, Bitmine is a sound investment notwithstanding the legal
and financial risks outlined above. Accordingly, the Transition Committee recommends that
BIC proceed with the closing of the deal.
11 November 2021
[signed]
Dylan Dayal
Head, Bitmine Transition Committee
221
Exhibit R-8
Schedule – Bitcoin Price Changes
Date BTC Closing Price
1-Sep-21 48847.03
2-Sep-21 49327.72
3-Sep-21 50025.38
4-Sep-21 49944.63
5-Sep-21 51753.41
6-Sep-21 52633.54
7-Sep-21 46811.13
8-Sep-21 46091.39
9-Sep-21 46391.42
10-Sep-21 44883.91
11-Sep-21 45201.46
12-Sep-21 46063.27
13-Sep-21 44963.07
14-Sep-21 47092.49
15-Sep-21 48176.35
16-Sep-21 47783.36
17-Sep-21 47267.52
18-Sep-21 48278.36
19-Sep-21 47260.22
20-Sep-21 42843.8
21-Sep-21 40693.68
22-Sep-21 43574.51
23-Sep-21 44895.1
24-Sep-21 42839.75
222
Exhibit R-8
25-Sep-21 42716.59
26-Sep-21 43208.54
27-Sep-21 42235.73
28-Sep-21 41034.54
29-Sep-21 41564.36
30-Sep-21 43790.89
1-Oct-21 48116.94
2-Oct-21 47711.49
3-Oct-21 48199.95
4-Oct-21 49112.9
5-Oct-21 51514.81
6-Oct-21 55361.45
7-Oct-21 53805.98
8-Oct-21 53967.85
9-Oct-21 54968.22
10-Oct-21 54771.58
11-Oct-21 57484.79
12-Oct-21 56041.06
13-Oct-21 57401.1
14-Oct-21 57321.52
15-Oct-21 61593.95
16-Oct-21 60892.18
17-Oct-21 61553.62
18-Oct-21 62026.08
19-Oct-21 64261.99
20-Oct-21 65992.84
223
Exhibit R-8
21-Oct-21 62210.17
22-Oct-21 60692.27
23-Oct-21 61393.62
24-Oct-21 60930.84
25-Oct-21 63039.82
26-Oct-21 60363.79
27-Oct-21 58482.39
28-Oct-21 60622.14
29-Oct-21 62227.96
30-Oct-21 61888.83
31-Oct-21 61318.96
1-Nov-21 61004.41
2-Nov-21 63226.4
3-Nov-21 62970.05
4-Nov-21 61452.23
5-Nov-21 61125.68
6-Nov-21 61527.48
7-Nov-21 63326.99
8-Nov-21 67566.83
9-Nov-21 66971.83
10-Nov-21 64995.23
224
Exhibit R-9
THE CRYPTASIAN TIMES

The Official Cryptasian Journal
20 years of existence
N° 126, Issue 1078, 20 February 2022
AN ACCORD LEADING TO DISACCORD?

Strange actions in the era of climate change action
By: Alex Norton
Since Cryptasia signed the Paris Accord, the government has always kept climate
change action on its agenda. However, over time, public criticism has grown in relation
to the slow governmental action to achieve concrete results. In recent months, climate
change action has been at the core of the political debate, especially considering the
country's challenges of complying with the goals of the Paris Accord. Younger voters,
who are expected to have a massive influence in the presidential elections next year,
have been particularly active in this front. Organized in various NGOs, such as Clean
& Peace, they have been calling out the government for its slow action. In the past
weeks, this debate led to a number of demonstrations across the country, some of which
were particularly disruptive.
In the latest episode of this saga,

yesterday a group of almost 100
activists wearing hoods blocked
the Stone Hill Bridge, the main
entry point to the city center of
Crystasia's Capital. Chanting and
burning tires for over two hours,
the incident caused traffic delays
affecting all sorts of business
activities throughout the day and
a generalized negative reaction
from truck drivers. One of the
leaders of the organization was
detained for damage to the bridge
infrastructure and damage to
several vehicles. While some
drivers joined the demonstration, others declared that they felt intimidated by the
protesters. The situation polarized the community on social media, and ultimately
escalated to an overall social distress. Specialists expect similar incidents to take place
in the coming weeks.
Unexpectedly, one particular business that has divided public opinion on climate
change action is that of crypto companies.
Tax benefits and low costs have helped Crystasia turn into a crypto paradise,
with many local and foreign companies setting an increasing number of crypto shops
across the country. While part of society preaches about the benefits of
cryptocurrencies, environmentalists argue that crypto companies are one of the main
barriers to effective climate action. This relates to the fact that, despite having passed
regulations to require crypto mining companies to ensure energy supply from renewable
sources, the Renewable Energy Directorate (RED) does not appear to enforce this
regulation.
225
Exhibit R-9
This debate is gradually getting to the core of the political debate, as the country
prepares for the next presidential elections. In particular, congresswoman Alicia Turner
has been fast in turning this debate in favor of her candidacy for president. Responding
to the pressure from activists, Turner stated that “the decarbonization process is a
priority, and the country will not be shy in taking any necessary steps to achieve the
goals of the Paris Accord no matter the cost, and that the private sector should be ready
to make the most efforts, especially those whose business activities are profitable and
dependent on energy supplies”. Specialists consider that this bold move might help
Turner secure the support of young followers.
The government has defended its current position on the basis that it is publicly
known that Crystasia's renewable energy development programs are running slow and
the availability of clean energy is insufficient to allow compliance with the current
regulatory requirements. The government claims that strict policy enforcement would
be counterproductive and create regulatory chaos. They suggest that a proper but
smooth transition to renewable energy should be carefully implemented.
In the meantime, it became public that the Renewable Energy Directorate (RED),
along with the Secretary of Commerce, recently commenced investigations against
E-Coin, the second largest cryptocurrency mining company in Cryptasia, on the basis
of suspicions of violations to certain regulations. Sources indicate that the investigation
includes a strict scrutiny of the company's energy supply contracts. A senior officer
within the company, who declined to be named, has stated that they consider this to be
“a public relations exercise, with pure political motives given the recent protests”, and
that they did not anticipate any material impact on the company’s operations.
226
Exhibit R-10

Sent: Thursday, November 25, 2021 2:30 PM
Cc: Albright, James <James.Albright@bic.com>
Subject: RE: My payment
Dear Adam,
Unfortunately, we are not able to reimburse you for any payments of that sort, which BIC never
authorised. Please refer to the Consultancy Agreement, Articles 4(4), 10 and 11(1).
Given that the SPA has been officially terminated today, as well as the contents of your email below, we
consider the Consultancy Agreement terminated with immediate effect.
If you have any further queries, please contact our General Counsel, James Albright (copied), who will be
handling this matter going forward. Thanks.
All our rights are expressly reserved.
Regards,
Dylan Dayal

Sent: Thursday, November 25, 2021 9:17 AM
Any response????

I’m sorry Dylan but that’s bullshit and you know it. In my line of work you know that there are no
receipts!! How do you think BIC’s bid got chosen? How do you think I got the Cryptasian government to
amend the energy regulations in a few days when the process normally takes YEARS? Some payments
227
Exhibit R-10
need to be made when doing business in Cryptasia and I made those payments for you expecting to get
paid under our agreement. That’s what you hired me for.
All in all I spent at least $120,000 on this deal, of which $50,000 was post-SPA and went to Wang to help
expedite the regulatory amendments. I can send you my bank statement showing that I withdrew
$50,000 in cash from my account on 27 October. Charlie helped arrange the payment to Wang on the
same day and can confirm.
Adam

To: Adam Smith <adam.smith@hotmail.com>
Dear Adam,
Yes, I am afraid that senior management decided to terminate the deal in view of the commercial risks
involved. The decision was out of my hands.
I have consulted Legal about your $500k and their position unfortunately is that you are not entitled to
the payment since the SPA did not close. Please see Article 1(3)(b) of the Consultancy Agreement.
However, we might be able to reimburse you for any reasonable out-of-pocket expenses that you
incurred after the SPA was signed (the period before that is covered by the 500k which you have already
received) while performing services under the agreement. If you did, please let me know and attach any
proof of payment/receipts. Thanks.
Regards,
Dylan Dayal

Sent: Saturday, November 20, 2021 9:47 AM
Subject: My payment
Dylan,
228
Exhibit R-10
I was shocked and disappointed to hear from Charlie that BIC has decided to withdraw from the deal. I
worked so hard on this deal and spent my personal resources, even making sure that the Cryptasian
government amended the energy regulations in record speed when your side raised concerns about it.
As far as I’m concerned, BIC still owes me the remaining $500k under our agreement since I did my job,
you got all the government support you needed, and Cryptotech was fully ready to close. BIC was the
one that chose to walk away from the deal for no good reason.
Please tell when I can expect payment of the $500k?
Adam
229
DG DENöEL - GäRY Intl. LLP
RE C E NT C A SE S A N D
Exhibit R-11
RE C O G NI TI O N
+44 2879 3847

info@dgintl.com
Cryptibius, CR DENöEL – GäRY has a proven track record of
@Dgintl succeeding for clients in the most challenging of
Dgintl.com disputes in all corners of the world.
RECOGNITIONS CASES
#1 in International Arbitration – Commercial as ranked by 2021
Paramount Law Firms publication 2021
 Successfully argued in favor of a USD 300M award following the
First Band in International Arbitration Sector, 2021 as unlawful expropriation of a data storage facility in Kazakhstan.
recognized by Wesley, Green, and Partners 2020

#2 in International Arbitration Sector, 2021 as recognized  Successfully argued on behalf of a utilities company regarding unfair
by Legal 250 treatment by way of taxes and regulations introduced on ownership in
Egypt.
#4 in International Arbitration Category, 2021 as
recognized by International Arbitration Recap  Successfully argued on behalf of an offshore cloud network regarding
expropriation in Guyana.
 Successfully argued on behalf of a wind turbine construction company

regarding the early termination of a contract in Italy.
2019
 Successfully argued on behalf of a telecoms provider regarding
attempted expropriation in Uzbekistan.
230
Questions? Reach out to info@dgintl.com for more information.
Exhibit RL-2
231
>
>
>
>
>
232
233
234
235
236
Quantum Expert Report in the Matter of:
Cryptotech Inc.
vs.
Bitcoin Investors Company Pte. Ltd.

by
Taylor Rochelle
July 1, 2022
237
Taylor Rochelle Report
Table of Contents
I. EXECUTIVE SUMMARY ....................................................................................................................... 3
II. CREDENTIALS ..................................................................................................................................... 7
III. BACKGROUND INFORMATION ............................................................................................................. 8
IV. VALUATION OF DAMAGES ................................................................................................................ 12
IV.1 Review of Damages to Cryptotech ............................................................................................. 12
IV.2 Respondents’ Counterclaim ........................................................................................................ 16
V. DECLARATION .................................................................................................................................. 18
APPENDIX A LIST OF DOCUMENTS CITED .............................................................................................. 19
APPENDIX B CORRECTION TO DR. GARCIA’S ASSESSMENT (STANDALONE IMPACT) ........................... 20
Confidential 2 July 1, 2022
238
I. EXECUTIVE SUMMARY
1. I have been instructed by Ayaki & Brothers Inc., counsel to Bitcoin Investors Company Pte.
Ltd. (BIC) and its parent company Digital Gold Pte. Ltd. (jointly, Respondents), in the
arbitration proceeding against Cryptotech Inc. (Cryptotech or Claimant) to review Dr. Cris
Garcia’s report dated June 1, 2022 (Garcia Report) and offer my independent expert opinion
on the suitability and accuracy of its calculations in measuring Claimant’s alleged damages,
and to independently assess the damages suffered by Respondents as a result of
Cryptotech’s undisclosed breaches of the Energy Regulations.
2. Counsel to Claimant instructed Dr. Garcia to calculate damages assuming that BIC violated
the Cryptasian Civil Code by terminating the Share Purchase Agreement (SPA). Dr. Garcia
notes that the rising value of Bitcoin following the date of the signing of the SPA allegedly
prompted BIC to reconsider and ultimately terminate the agreement. Dr. Garcia computes
damages owed to Cryptotech based on the difference between the amount that Cryptotech
expected to receive at the closing date of the SPA of 3,600 Bitcoin on November 16, 2021,
and the amount that Cryptotech actually received from Transcryptic LLC of 3,500 Bitcoin on
February 18, 2022. Dr. Garcia then, inflates damages by converting the purchase price from
Bitcoin to US Dollars at the date of each transaction, (US$ 216.6 million on November 16,
2021, for the aborted transaction with BIC and US$ 140.1 million on February 18, 2021, for
the actual transaction with Transcryptic) and adding interest in US Dollars.
3. Dr. Garcia updates each of these purchase prices to the date of their report using
Cryptotech’s cost of financing at 5.25%, which is comprised of the United State prime
lending rate as reported by Bloomberg (at 3.25% for the entire period) and a 2% premium.
Dr. Garcia calculates damages to Cryptotech at US$ 80.5 million, the equivalent of 2,071
Bitcoin as of June 1, 2022.
239
4. I understand that Cryptotech’s failure to disclose its breach of the Energy Regulations
directly violates Article 4(5) of the SPA, since it represents a reasonable Material Adverse
Effect to the business and should have been disclosed by the Seller’s officers prior to
agreement.1 Given that I am instructed that BIC was entitled to terminate the SPA following
the discovery after the SPA was signed of violations related to Bitmine’s breach of the
Cryptasia Energy Regulations, I do not compute any damages to Cryptotech.
5. Even though I do not calculate any damages to Cryptotech, I have reviewed Dr. Garcia’s
report in detail and suggest the following corrections:
a. Deduct from the original price the US$ 11.8 million liability from Cryptotech’s breach
of the Cryptasian Energy Regulations in 2020. As of September 3, 2021, the date of
the SPA, the liability was worth 235 Bitcoin which should be deducted from the
original purchase price.
b. There is no support to calculate damages in US Dollars. Given that the SPA was
denominated in Bitcoin, as well as the value of Bitmine being directly tied to the price
of Bitcoin, the actual payments should be deducted in Bitcoin from the expected
payments in Bitcoin.2
c. Dr. Garcia references a Yahoo Finance database for historical Bitcoin prices; instead,
the prices provided by NASDAQ are more appropriate, as NASDAQ is an official trading
exchange for Bitcoin.
1
See Share Purchase Agreement (R-1).
2
Additionally, Dr. Garcia fails to take into account in his valuation that most of the alleged damages to Cryptotech
could have been avoided had Claimant adopted adequate mitigation measures. The subscription of futures contracts
for Bitcoin as of the original closing date would have eliminated any exposure to price volatility risk that Cryptotech
could have experienced. See ¶ 37.
240
d. Given that the price of Bitcoin has proven to be highly volatile, Cryptotech is partly
responsible for the damages related to the Bitcoin value depreciation given that it
could have entered into a futures contract at the time of the aborted transaction. The
futures contract would have allowed Cryptotech to sell Bitcoin for a fixed price after
three months and remain guarded against the eventual decrease in Bitcoin value.
Respondents should not be responsible for Cryptotech’s failure to mitigate damages.
6. Correcting these errors decreases damages to Claimant from US$ 80.5 million, or the
equivalent of 2,709 Bitcoin, to US$ 7.9 million, or the equivalent of 265 Bitcoin, as of June
1, 2022.
7. I note, however, that BIC paid Cryptotech a down payment of US$ 20 million, or the
equivalent of 400 Bitcoin, which is greater than the corrected damages. Given that Claimant
violated the SPA, I have been instructed to assume that Respondents are entitled to a full
reimbursement of the down payment plus any wasted costs during the transaction.
8. I update the down payment and BIC’s expenditures from the date of payment until the date
of this report using the 2021 Cryptasian cost of debt of 4.7% to arrive at a total of US$ 23.3
million in damages owed to Respondents. Given that Claimant is a state-owned entity, using
a rate lower than Cryptasia’s cost of debt not only results in a windfall to Claimant (as it is
able to access to funds at a rate below its own cost of borrowing), but would provide
Claimant with perverse incentives.
9. I present a summary of the results of my calculations regarding damages owed to

Cryptotech and Respondents in Table 1 below.
241
Table 1: Damages to Respondents
Damages Summary
June 1, 2022
Damages Owed to Cryptotech
Damages Resulting From Terminated Transaction Bitcoin [a] 265
Value of Bitcoin as of June 1, 2022 US$ [b] 29,717
Damages as of June 1, 2022 US$ Millions [c] = [a] x [b] 7.9
Damages Owed to Respondents

Downpayment Bitcoin [d] 400
Date of Downpayment [e] 9/3/2021
Value of BTC on Date of Downpayment US$ [f] $50,025
Total Value of Downpayment US$ Millions [g] = [d] x [f] $20.0
Interest Rate (Cryptasian Cost of Debt) % [h] 4.70%
Update Factor [i] 1.03
Damages Owed to Respondents from Downpayment US$ Millions [j] = [h] x [i] $20.7
Expenses Accrued During Transaction Period US$ Millions [k] 2.5

Interest Rate (Cryptasian Cost of Debt) % [l] 4.70%
Average Update Rate [m] 1.03
Damages Owed to Respondents from Accrued Expenses US$ Millions [n] = [k] x [m] $2.6
Total Damages Owed to Respondents as of June 1, 2022 US$ Millions [o] = [j] + [n] $23.3
Damages Owed to Cryptotech [p] = - [c] -7.9
Net Damages Owed to Respondents as of June 1, 2022 US$ Millions [q] = [o] + [p] $15.4
Source: Rochelle Damages Model (TR-01).
242
II. CREDENTIALS
10. Dr. Taylor Rochelle currently serves as the President of Quality Economic Research Group
(QERG). Rochelle has worked extensively as an expert testifying in international arbitration
cases for over 10 years, with particular focus in finance and mining.
11. Prior to their role as President, Dr. Rochelle represented the same firm for 5 years as a
Senior Vice President. Dr. Rochelle came to QERG after spending 4 years as a Vice President
at Cryptasia Economics Trust, an economic consulting firm primarily known for its work for
antitrust and competition cases. Dr. Rochelle holds a Doctorate Degree from the University
of Crypsinia and a Masters’ degree in Financial Statistics from the University of Etherinius.
Prior to obtaining these degrees, Dr. Rochelle began their career as an Equity Research
Manager at Tradeview Bank.
12. Dr. Rochelle’s Curriculum Vitae is enclosed as Exhibit TR-02.
243
III. BACKGROUND INFORMATION

13. In the following section I outline my understanding of the relevant facts of the case, which
I base on my reading of the relevant documents and on legal instructions from Counsel.
14. Following the solicitation of offers for the acquisition of Bitmine, BIC, a private equity fund
focused on cryptocurrency ventures, expressed its interest in acquiring the company in a
letter addressed to Cryptotech on July 5, 2021. 3 BIC was accompanied by its parent
company, Digital Gold Pte. Ltd., which invests in cryptocurrency mining firms and manages
cryptocurrency asset management funds. Immediately, Cryptotech invited BIC and Digital
Gold to review materials as part of a full due diligence process.4 From July 14 to August 10,
2021, BIC, through a team comprised of both internal members as well as external advisers,
reviewed internal Bitmine files, records, and financials as part of its vetting procedure prior
to deciding on investing. On August 10, 2021, the research team concluded its review and
disclosed the results with the Investment Committee, a five-person body tasked with the
final decision on the potential investment. 5 The findings did not exhibit any concerns;
accordingly, the Investment Committee voted to enter into negotiations with Cryptotech
to acquire Bitmine. This vote was summarily approved by the Board of Directors on August
16, 2021, which paved the path to negotiate with Cryptotech.6
15. Over the next 19 days, Cryptotech and both Respondents discussed terms of an acquisition,
including purchase price. One component of discussion was the denomination of the
purchase price, for which Respondents initially proposed a price in US Dollars, but
Cryptotech’s counterproposal to set the purchase price in Bitcoin to promote
3
See Witness Statement of Nico Mansor, ¶ 6 (RWS-1)
4
See Witness Statement of Dylan Dayal, ¶ 9 (RWS-2).
5
See Witness Statement of Nico Mansor, ¶ 8 (RWS-1).
6
Ibid., ¶ 9 (RWS-1).
244
cryptocurrency was approved by both sides.7 Finally, on September 3, 2021, both sides
agreed to a Share Purchase Agreement for the purchase of Bitmine for 4,000 Bitcoin, with
a date of November 16, 2021 set to complete the transaction.8 Additionally, Digital Gold
guaranteed BIC’s performance under the terms of the SPA. At the time of signing, each
Bitcoin was valued at US$ 50,267, meaning the total purchase price was equivalent to US$
200.1 million as of September 3, 2021. This Bitcoin value over US$ 50,000 almost reflected
a five-fold jump in Bitcoin value compared to 2020, when each Bitcoin was valued on
average at US$ 11,067. On September 3, 2021, at the time of signing the SPA, BIC provided
a down payment of 10% of US$ 20 million, equivalent to 400 Bitcoin.9
16. Following the SPA signing, BIC dispatched a small team led by Deputy Manager Dylan Dayal
to implement transition procedures and develop familiarity with existing internal processes
of Bitmine.10 It was during this transition period that BIC was made aware of Bitmine’s
existing breach of environmental regulations. Specifically, BIC’s transition team leader,
Dylan Dayal, was informed of Bitmine’s excessive use of energy from non-renewable
sources in 2020, when it eclipsed the allowable amount by 1,183 gigawatt hours. 11
Additionally, Bitmine was on pace to exceed the allowed quota of non-renewable energy
consumption in 2021 as well and Dylan Dayal quickly reported these breaches to BIC
management on September 20, 2021.12
17. On October 25, 2021, BIC relayed its concerns to Crypotech regarding its discovery of the
breaches of the Energy Regulations.13 In response, Cryptotech attempted to assuage these
7
8
Ibid., ¶¶ 10-11, 18.d (RWS-1).
9
See BIC Wire Transfer to Cryptotech, September 3, 2021 (CG-03).
10
Ibid., ¶ 12 (RWS-1).
11
Ibid., ¶ 13.a (RWS-1).
12
See Witness Statement of Dylan Dayal, ¶ 13 (RWS-2).
13
245
concerns by arranging a meeting between BIC members and the Director of the Renewable
Energy Directorate (RED), a government entity of Cryptasia, in which the Director noted
that despite overconsumption of non-renewable energy, no cryptocurrency mining
company within the country had been penalized to date.14 In the meeting, however, BIC
CFO Nico Mansour replied that administrative discretion on penalty imposition did not
alleviate investment concerns.15 This led to the proposal by the Director of the RED, and
subsequent approval by the Government of Cryptasia, of an amendment to raise allowable
non-renewable energy limits, approved on November 4, 2021.16 However, this amendment
adoption did not fully quell concerns of retroactive penalties, as it only raised limits for 2021
onwards, and did not address 2020, for which Bitmine still remained exposed to penalties.
BIC noted this concern in a letter addressed to Cryptotech on November 15, 2021, three
days after its Investment Committee had already voted to withdraw from the deal after
reviewing the accompanying liabilities and risks.17 In addition, these risks were further
amplified through the actions of Adam Smith, a consultant hired by BIC who I understand
bribed government officials without knowledge of Respondents in exchange for non-
enforcement of penalties associated with the Cryptasian Energy Regulations. The non-
enforcement would improve the possibilities of an agreement between Claimant and
Respondents, which would lead to a personal commission for Mr. Smith.
18. On November 16, 2021, BIC’s Board of Directors also voted to terminate the deal, which
was relayed to Cryptotech by way of Mahatma Singh, a representative for BIC and Digital
Gold, who notified Cryptotech of Respondents’ decision on November 19, 2021. 18
14
See Witness Statement of Nico Mansor, ¶ 18.a (RWS-1).
15
Ibid., ¶ 18.b.
16
See Email from Charlie Hong to Nico Mansor, November 5, 2021 (C-9).
17
See Email from Nico Mansor to Charlie Hong, November 15, 2021 (C-9). See also Witness Statement of Nico
Mansor, ¶ 27 (RWS-1).
18
See Witness Statement of Nico Mansor, ¶ 29 (RWS-1). See also Minutes of Meeting with Mahatma Singh, BIC
Representative, November 20, 2021 (R-2).
246
Respondents later formally gave notice of the termination of the deal on November 25,
2021.19 In total, BIC had spent US$ 2.5 million in salaries and expenses relating to the
Bitmine transaction before ultimately deciding to terminate the deal.20
19. Bitmine was later sold to another firm, Transcryptic, on February 18, 2022, for 3,500 Bitcoin.
19
See Formal Termination Letter, November 25, 2021 (C-3).
20
See BIC Monthly Billing Statements, July-November 2021 (TR-03).
247
IV. VALUATION OF DAMAGES
IV.1 REVIEW OF DAMAGES TO CRYPTOTECH
20. Dr. Garcia finds damages owed to Cryptotech due to BIC’s alleged breach of the SPA by way
of its termination of the agreement. Dr. Garcia alleges that this reneging was due to
Respondents’ pause with the rising value of Bitcoin, and such a basis for termination
violates Article 2 of the Cryptasian Civil Code pertaining to good faith. Dr. Garcia
accordingly calculates damages by erroneously taking the difference in
estimated/fabricated purchase prices in US Dollars for all Bitmine shares.
21. Table 2 below summarizes Dr. Garcia’s calculations of damages owed to Cryptotech as of
June 1, 2022.
248
Table 2: Dr. Garcia’s Assessment of Damages Owed to Cryptotech

Summary- Damages Owed to Cryptotech
Date of Report [a] 01-Jun-2022

Purchase Price BTC [c] 4,000
Downpayment BTC [d] = [c] x 10% 400
SPA Balance BTC [e] = [c] - [d] 3,600
Bitcoin Value in USD USD [f] $60,161
SPA Balance USD [g] = [e] × [f] $216,580,486
Prime Lending Rate % [h 1 ] 3.25%
Spread % [h 2 ] 2.00%
yrs [i] = ([a] - [b])/365 0.54
Updated Total as of June 1, 2022 USD [j] = [g] × [(1+[h]) ^ [i]] $222,645,116

Date of Purchase [k] 18-Feb-2022
Purchase Price BTC [l] 3,500
Bitcoin Value in USD USD [m] $40,031
Purchase Price USD [n] = [l] × [m] $140,108,418

Prime Lending Rate + 2% % [h] 5.25%
yrs [o] = ([a] - [k])/365 0.28
Updated Total as of June 1, 2022 USD [p] = [n] × (1+[h]) ^ [o] $142,146,158
Damages as of June 1, 2022 USD [q] = [j] - [p] $80,498,958
22. Dr. Garcia relies on interest assumed at Cryptotech’s cost of financing of 5.25%.
23. Cryptotech was aware of Bitmine’s breach of the Cryptasian Energy Regulations prior to the
signing of the SPA on September 3, 2021, yet it failed to disclose these violations with BIC
until after the SPA was signed by both parties. I am told that this delay in notification until
249
after the SPA signing represents a violation of Article 4.5 of the SPA, which states that
officers of the selling party are not aware of any items relating to the target company which
may have a Material Adverse Effect which have not already been disclosed. This violation
of the SPA allows BIC to terminate the SPA; therefore, I do not compute any damages owed
to Cryptotech.
24. Even if damages were to be found in Claimant’s favor, however, Dr. Garcia’s methodology
of calculating damages is flawed, and I note each error below.21
25. First, Dr. Garcia does not account for the penalty assigned to Bitmine for its violation of the
Cryptasian Energy Regulations, which impose a limit on the amount of energy consumed
from non-renewable sources. I understand that the government of Cryptasia passed an
amendment that would ensure Bitmine’s compliance with the Regulations from 2021
onwards, but Dr. Garcia fails to incorporate Bitmine’s outstanding liability of US$ 11.8
million in penalties stemming from non-renewable energy overuse in 2020. Using the
historical Bitcoin price provided by NASDAQ, at US$ 50,267 as of September 3, 2021, we
assume that the purchase price of Bitmine should have been 235 Bitcoin lower, at 3,765
Bitcoin instead of 4,000 Bitcoin.
26. Second, Dr. Garcia assumes that Cryptotech would have immediately converted Bitcoin into
dollars on the date of each transaction. This is highly speculative, as Cryptotech could have
very well retained the Bitcoin collected from each transaction. I recommend the calculation
of damages using the difference between each purchase price in Bitcoin. Bitcoin is also the
currency set forth in the SPA and better reflects the true value of Bitmine, being a company
whose revenues are contingent on the price of Bitcoin. Following the deduction of the
penalty from the purchase price, the difference between the corrected price of the SPA of
21
I include the standalone impact of each correction in Appendix B.
250
3,765 Bitcoin, and the completed transaction price with Transcryptic of 3,500 Bitcoin, is 265
Bitcoin.
27. Third, Dr. Garcia does not account for the down payment of 400 Bitcoin completed by BIC.
I am instructed that BIC is owed the reimbursement of the down payment as damages given
that Cryptotech violated the Share Purchase Agreement through its breach of energy
regulations. I compensate this down payment reimbursement into the existing
computation of damages owed to Cryptotech to find a credit of 135 Bitcoin in favor of BIC.
28. I summarize my revised calculations in Table 3 below.
Table 3: Revised Damages Owed to Cryptotech

Recomputation of Alleged Damages Owed to Cryptotech
SPA
Date of SPA [a] 03-Sep-2021
But-For Purchase Price Bitcoin [b] 4,000
Penalty for 2020 Breach US$ Millions [c] 11.8
Bitcoin Value in USD US$ [d] 50,267
Penalty for 2020 Breach Bitcoin [e] = [c] / [d] 235
Corrected But-For Purchase Price Bitcoin [f] = [b] - [e] 3,765

Date of Purchase [g] 18-Feb-2022
Actual Purchase Price Bitcoin [h] 3,500
Damages Owed to Cryptotech Bitcoin [i] = [h] - [f] 265

BIC Downpayment Bitcoin [j] = [b] × 10% 400
Credit in Favor of BIC Bitcoin [k] = [j] - [i] 135
Bitcoin Value in USD as of June 1, 2022 US$ [l] 29,717
Credit in Favor of BIC as of June 1, 2022 US$ Millions [m] = [k] x [l] 4.0
29. Ultimately, I do not find any damages owed to Cryptotech, because the value of the down
payment exceeds the computation of damages owed to Cryptotech. If the reimbursement
for the down payment per Respondents’ Counter Claim is awarded by the Tribunal, the 265
251
Bitcoin allegedly owed to Cryptotech should be compensated from the down payment and
the remainder of 135 Bitcoin, or the equivalent of US$ 4.0 million in damages as of June 1,
2022, should be returned to Respondents.
IV.2 RESPONDENTS’ COUNTERCLAIM
30. Given that Claimant violated the SPA, I have been instructed to assume that Respondents
are entitled to a full reimbursement of the down payment plus any wasted costs during the
transaction.
31. To update the down payment and expenses incurred during the transaction to the date of
this report, I use the Cryptasian cost of debt, which was 4.7% in 2021.22 The Cryptasian cost
of debt is the appropriate interest rate to update damages given that Claimant is a state-
owned entity. Using a rate lower than Cryptasia’s cost of debt would result in a windfall to
Claimant (as it is able to access to funds at a rate below its own cost of borrowing) and
would result in Claimant benefitting from its wrongful actions. Additionally, it would
provide Claimant with perverse incentives as Claimant would be motivated to pay
obligations that have a higher financial cost first, allowing Claimant to refinance at a lower
interest rate than the current market rate.
32. I calculate damages pertaining to the down payment by converting the down payment from
Bitcoin to US Dollars at the date of payment using the Bitcoin price as published by NASDAQ
and updating the full value of the down payment in US Dollars at the time of payment to
June 1, 2022. I calculate the damages owed to Respondents to be US$ 20.7 million. I display
my calculations of the damages pertaining to the down payment in the below Table 4.
22
Rochelle Damages Model (TR-01).
252
Table 4: Damages Related to Down Payment

Calculations for Downpayment
Value of Bitcoin on
Downpayment Total Value of Update Factor at Cryptasian As of June 1, 2022
Date Date of
(Bitcoin) Downpayment (US$) Cost of Debt (4.7%) (US$)
Downpayment
400 September 3, 2021 50,025 20,010,150 1.035 20,704,033
33. I calculate damages pertaining to the expenses accumulated by BIC team members in
evaluating and, later on, reporting on Bitmine as part of transition operations. I calculate
these expenses by summing the totals from invoices related to transportation, lodging,
meal reimbursement, and payroll hours pertaining to the Bitmine acquisition. I calculate
these to be US$ 2.5 million accumulated over the course of five months.
34. Using the Cryptasian cost of debt, I arrive at an updated total of US$ 2.6 million in damages
after updating costs from the date of each monthly statement to June 1, 2022. I display my
calculations below in Table 5.
Table 5: Expenses Related to Cryptotech Transaction

Expenses Related to Cryptotech Transaction
Update Factor at Cryptasian As of June 1, 2022
Invoice No. Date Nominal Totals (US$) Source
Cost of Debt (4.7%) (US$)
July 2021
42-857-8409 July 31, 2021 280,486 1.039 291,456
Monthly Statement (TR-03)
August 2021
42-857-8410 August 31, 2021 570,430 1.035 590,433
September 2021
42-857-8411 September 30, 2021 624,199 1.031 643,654
October 2021
42-857-8412 October 31, 2021 754,304 1.027 774,788
November 2021
42-857-8413 November 30, 2021 270,581 1.023 276,882
2,500,000 1.031 2,577,213
253
V. DECLARATION
I declare that:
a. I understand that my duty in giving evidence in this arbitration is to assist the arbitral
tribunal decide the issues in respect of which expert evidence is adduced. I have
complied with, and will continue to comply with, that duty.
b. I confirm that this is my own, impartial, objective, unbiased and independent opinion
which has not been influenced by the pressures of the dispute resolution process or
by any party to the arbitration.
c. I confirm that all matters upon which I have expressed an opinion are within my area
of expertise.
d. I confirm that I have referred to all matters which I regard as relevant to the opinions
I have expressed and have drawn to the attention of the arbitral tribunal all matters,
of which I am aware, which might adversely affect my opinion.
e. I confirm that my remuneration is not contingent on the outcome of this arbitration.
f. I confirm that I have not worked on nor am I actively working on any other matters
involving either Respondent other than the subject matter of this arbitration.
g. I confirm that, at the time of providing this written opinion, I consider it to be

complete and accurate and constitute my true, professional opinion.
Taylor Rochelle
Taylor Rochelle
254
APPENDIX A LIST OF DOCUMENTS CITED
Annex # Description
TR-01 Rochelle Damages Model
TR-02 Taylor Rochelle Curriculum Vitae
TR-03 BIC, Monthly Billing Statements, July-November 2021
TR-04 Sigalos, McKenzie. “Why is Bitcoin So Volatile?” CNBC, 19 May 2021
TR-05 CME Bitcoin Futures Index, Investing.com
255
APPENDIX B CORRECTION TO DR. GARCIA’S ASSESSMENT (STANDALONE

IMPACT)
35. Even if the Tribunal were to agree with Cryptotech claim, Dr. Garcia makes the following
errors.
36. First, Dr. Garcia relies on an unofficial source for the Bitcoin to US Dollar exchange rate. I
recommend the use of the Bitcoin price as listed by NASDAQ, which is an official exchange
for Bitcoin transactions, rather than Yahoo Finance. Using the NASDAQ price of US$ 58,999
per Bitcoin, the outstanding balance to be paid by BIC of 3,600 Bitcoin as of November 16,
2021, would have been US$ 218.3 million instead of US$ 216.6 million computed by
Dr. Garcia.23 Similarly, the purchase price of 3,500 Bitcoin by Transcryptic as of February 18,
2022, would have been US$ 142.6 million rather than Dr. Garcia’s computation of US$ 140.1
million. This results in a reduction of calculated damages from US$ 80.5 million to US$ 75.7
million. I show the updated figures using the NASDAQ prices in Table 6 below.
23
See Rochelle Damages Model (TR-01).
256
Table 6: Dr. Garcia Corrected for Source

Summary- Updated Damages Owed to Cryptotech
Date of Valuation [a] 01-Jun-2022

SPA Balance Bitcoin [c] 3,600
Bitcoin Value in USD US$ [d] $58,999
SPA Balance US$ [e] = [c] × [d] $212,396,400
Interest Rate % [f] 5.25%
Updated Total as of June 1, 2022 US$ [g] = [e] x [f] ^ ([a] - [h]/365) $218,343,868

Date of Purchase [h] 18-Feb-2022
Purchase Price Bitcoin [i] 3,500
Bitcoin Value in USD US$ [j] $40,170
Purchase Price US$ [k] = [i] × [j] $140,593,600
Prime Lending Rate + 2% % [l] 5.25%
Updated Total as of June 1, 2022 US$ [m] = [k] x [l] ^ ([a] - [h]/365) $142,638,396
Damages as of June 1, 2022 US$ [n] = [g] - [m] $75,705,472
37. Second, Dr. Garcia fails to take into account in their valuation that most of the alleged
damages to Cryptotech could have been avoided had Claimant adopted adequate
mitigation measures. It is widely understood that Bitcoin is incredibly volatile due to its
limited supply and lack of a central bank24, so Cryptotech could have eliminated this risk in
volatility by subscribing to a futures contract, which is a common practice among
companies that deal with assets that are susceptible to volatility risks. A futures contract is
an agreement to buy or sell a specific commodity at a later date for a set price already
agreed upon. The subscription of futures contracts for Bitcoin as of the original closing date
would have eliminated any exposure to price volatility risk that Cryptotech could have
experienced. By doing so, any difference observed in the Bitcoin price as of the original
24
See Sigalos, McKenzie. “Why is Bitcoin So Volatile?” CNBC, 19 May 2021 (TR-04).
257
closing date and as of the closing date of the transaction with Transcryptic would have been
offset. If Claimant had purchased a three-month futures contract on the original
completion date of November 16, 2021, it would have been able to convert acquired Bitcoin
from any future transaction at a value of US$ 59,730.25 Consequently, Claimant would have
collected US$ 209.1 million from its transaction with Transcryptic on February 18, 2022,
lowering the alleged damages to US$ 10.5 million as of June 1, 2022.26 I summarize the
estimated damages if Cryptotech had subscribed to a futures contract on November 16,
2022 in Table 7 below.
25
See CME Bitcoin Futures Index, Investing.com (TR-05).
26
See Rochelle Damages Model (TR-01).
258
Table 7: Dr. Garcia Computation Corrected for Mitigation


Bitcoin Value in USD US$ [d] $60,161
Interest Rate % [f] 5.25%
Updated Total as of June 1, 2022 US$ [g] = [e] x [f] ^ ([a] - [h]/365) $222,645,116

Date of Purchase [h] 18-Feb-2022
Purchase Price Bitcoin [i] 3,500
Bitcoin Value in USD US$ [j] $59,730
Purchase Price US$ [k] = [i] × [j] $209,055,000
Prime Lending Rate + 2% % [l] 5.25%
Updated Total as of June 1, 2022 US$ [m] = [k] x [l] ^ ([a] - [h]/365) $212,095,500
Damages as of June 1, 2022 US$ [n] = [g] - [m] $10,549,616
38. Third, Dr. Garcia fails to include the penalty assigned to Bitmine for its violation of the
Cryptasian Energy Regulations of US$ 11.8 million. I summarize the damages if the penalty
were to have been deducted from the purchase price below.
259
Table 8: Dr. Garcia Computation Corrected for Penalty


Bitcoin Value in USD Bitcoin [d] 60,161
Penalty for 2020 Breach US$ [f] 11,830,000
Updated SPA Balance US$ [g] = [e] - [f] 204,750,486
Updated Total as of June 1, 2022 US$ [i] = [g] x [h] ^ ([a] - [b]/365) $210,483,855

Date of Purchase [j] 18-Feb-2022
Purchase Price Bitcoin [k] 3,500
Bitcoin Value in USD US$ [l] $40,031
Purchase Price US$ [m] = [j] × [l] $140,108,418
Prime Lending Rate + 2% % [n] 5.25%
Updated Total as of June 1, 2022 US$ [o] = [m] x [n] ^ ([a] - [j]/365) $142,146,158
Damages as of June 1, 2022 US$ [p] = [o] - [g] $68,337,697
39. Finally, Dr. Garcia calculates damages by assuming Claimant would have converted the
Bitcoin purchase price into US Dollars as of the date of each transaction. This is unproven
and speculative, as Claimant could have retained the received Bitcoin and exchange into US
Dollars as of a later date. In Table 9 below, I update Dr. Garcia’s calculations using Bitcoin
figures, which is the only denomination noted within the Share Purchase Agreement, and
convert to US Dollars as of the date of Claimant’s Report.
260
Table 9: Dr. Garcia Computation Corrected for Bitcoin Conversion



Date of Purchase [d] 18-Feb-2022
Purchase Price Bitcoin [e] 3,500
Difference in Purchase Prices Bitcoin [f] = [c] - [e] 100
Bitcoin Value as of Report Date US$ [g] 29,799
Total as of June 1, 2022 US$ [h] = [f] x [g] $2,979,908
261
TR-01
Excel spreadsheets can be found in separate file
262
TR-02
DR. TAYLOR ROCHELLE

47 WALESIA WAY, BITNERIA 02589-3857
+97 0485.6851.10
TROCHELLE@QERG.COM
Dr. Taylor Rochelle currently serves as the President of the Quality Economic Research Group in
Bitneria. Dr. Rochelle has held the position of President for 7 years and has served as a testifying
expert on valuation and quantification of damages for arbitration cases for over ten years. Recently
Dr. Rochelle was recognized by Top Law Research as part of their series on top experts for the
mining sector. In addition to mining, Dr. Rochelle specializes in finance cases as well. They have
appeared before a variety of forums to present their damages assessments, including the
International Chamber of Commerce, the Permanent Court of Arbitration, and the International
Center for Settlement of Investment Disputes.
Prior to the role of President, Dr. Rochelle worked in QERG as a Senior Vice President for five years.
Before joining QERG, Dr. Rochelle worked at the Cryptasian Economics Trust as a Vice President,
specializing primarily in antitrust and competition cases.
Dr. Rochelle holds a Doctorate Degree from the University of Crypsinia and a Masters’ degree in
Financial Statistics from the University of Etherinius. Prior to obtaining these degrees, Dr. Rochelle
began their career as an Equity Research Manager at Tradeview Bank.
Education
PhD University of Crypsinia, Financial Economics December 2006
MA University of Etherinius, Financial Statistics May 2003
BS Avalon College May 1999
PROFESSIONAL EXPERIENCE
Quality Economics Research Group 2011-Present

President
Senior Vice President
Cryptasia Economics Trust 2007-2010

Vice President
Tradeview Bank 1999-2001

Equity Research Manager
LANGUAGES
English: Native Language
263
RECENT EXPERIENCES
1. 2021 Financial Sector: Expert testimony (Respondent) in a dispute related to mandatory

currency conversion affecting the value of a foreign-currency loan portfolio of a bank in
Slovakia.
2. 2020 Financial Sector: Expert testimony (Respondent) in an international arbitration

regarding unfair and inequitable treatment of investments in the market of loans and leases
of automotive and other goods in Turkey.
3. 2020 Natural Gas: Expert testimony (Respondent) regarding a contractual dispute related to
natural gas transportation capacity in a pipeline in Rwanda.
4. 2020 Financial Sector: Expert testimony (Respondent) in a political risk insurance claim
regarding foreign exchange transfer restrictions on the debt service in Cambodia.
5. 2019 Mining: Expert testimony (Respondent) in a commercial arbitration regarding

expropriation of investments in a gold mine in Australia.
6. 2019 Mining: Expert testimony (Respondent) in a treaty dispute related to alleged arbitrary
and discriminatory measures affecting a coal mine expansion project in Indonesia.
7. 2018 Telecommunications: Expert testimony (Respondent) in a treaty dispute related to

unfair treatment of shareholders due to the imposition of new taxes and regulations on a
mobile telecommunications company operating in Chile.
264
TR-03
Bitcoin Investment Monthly

Committee (BIC)
Billing Statement
2120 E. Wylin Blvd.
Tanglin, The Tech Republic STATEMENT NO. DATE
42-857-8409 July 31, 2021
Phone: +65 3042 1023 20
SUBJECT
Cryptotech Due Diligence Process
Lead: Nico Mansor
July 2021 Expense Review
DESCRIPTION ITEM CODE CURRENCY AMOUNT (USD)

Payroll 453-580-876 USD 197,630.46
Travel (Lodging/Flight/Rental Car/Rideshare) 453-987-475 USD 79,435.11
Meal Reimbursement 453-650-165 USD 3,420.65
SUBTOTAL 280,486.22
Adjustments 0.00
TOTAL (USD) 280,486.22
265
TR-03

Committee (BIC)
Billing Statement
2120 E. Wylin Blvd.
42-857-8410 August 31, 2021
Phone: +65 3042 1023 20
SUBJECT
Lead: Nico Mansor
August 2021 Expense Review

Payroll 454-580-876 USD 450,194.29
SUBTOTAL 570,429.76
Adjustments 0.00
TOTAL (USD) 570,429.76
266
TR-03

Committee (BIC)
Billing Statement
2120 E. Wylin Blvd.
42-857-8411 September 30, 2021
Phone: +65 3042 1023 20
SUBJECT
Lead: Nico Mansor
September 2021 Expense Review

Payroll 455-580-876 USD 520,663.91
SUBTOTAL 624,198.55
Adjustments 0.00
TOTAL (USD) 624,198.55
267
TR-03

Committee (BIC)
Billing Statement
2120 E. Wylin Blvd.
42-857-8412 October 31, 2021
Phone: +65 3042 1023 20
SUBJECT
Lead: Nico Mansor
October 2021 Expense Review

Payroll 456-580-876 USD 624,029.91
SUBTOTAL 754,304.39
Adjustments 0.00
TOTAL (USD) 754,304.39
268
TR-03

Committee (BIC)
Billing Statement
2120 E. Wylin Blvd.
42-857-8413 November 30, 2021
Phone: +65 3042 1023 20
SUBJECT
Lead: Nico Mansor
November 2021 Expense Review

Payroll 457-580-876 USD 188,692.33
SUBTOTAL 270,581.08
Adjustments 0.00
TOTAL (USD) 270,581.08
269
30/06/2022, 15:02 Why is bitcoin so volatile?

TR-04
TECH
Bitcoin’s wild price moves stem from its design — you’ll

need strong nerves to trade it
P U B L I S H E D W E D, M AY 1 9 2 0 2 1 • 7 : 5 3 P M E DT U P DAT E D T H U, M AY 2 0 2 0 2 1 • 8 : 3 7 A M E DT
MacKenzie Sigalos WATCH LIVE

@ K E N Z I E S I G A LO S
KEY POINTS
Bitcoin’s volatility is the price it pays for its limited supply and its lack of a central bank.
Because bitcoin is still a nascent asset class, it remains in the price discovery phase.
What happened Wednesday is pretty typical: Spot selling breaks a key level and
leverage gets liquidated, creating a more dramatic sell-off than the market would
otherwise indicate.
A Bitcoin logo seen displayed on a smartphone with stock market percentages in the background in this illustration taken April 26, 2021.
Omar Marques | SOPA Images | LightRocket | Getty Images
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https://www.cnbc.com/2021/05/19/why-is-bitcoin-so-volatile.html 1/7
TR-04
So you want to play in crypto and become a millionaire overnight? Brace yourself for more

days like Wednesday.
Bitcoin plunged as much as 30% to about $30,000, according to Coin Metrics. Ether dropped
more than 40% in less than 24 hours, breaking below $2,000 at one point. Both gained back
substantial ground by the end of the day.
But this is par for the course in the world of trading cryptocurrencies. Huge run-ups and
equally drastic falls. Over and over.
“Massive retracements are always scary, but seasoned investors tend to see them as buying
opportunities,” said Mati Greenspan, portfolio manager and founder of Quantum Economics.
Both crypto and market experts tell CNBC that this is the new normal of investing, and
traders should just get used to it.
Value and volatility

Bitcoin’s volatility has to do with a lot of things.
On Wednesday, for example, news of China cracking down on banks completing crypto
transactions, plus the tailwinds of Tesla’s decision to no longer accept bitcoin as a form of
payment, certainly helped drive the carnage among digital currencies. The overall crypto
market was also probably due for a correction after weeks of tweet-inspired record climbs,
courtesy of Elon Musk.
VIDEO 07:11
Coinshares’ Meltem Demirors says this is what really drove the sell-off in crypto
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30/06/2022, 15:02 TR-04 Why is bitcoin so volatile?
But volatility is also the price that bitcoin investors pay for its limited supply and its lack of a

central bank to control that supply — precisely the features proponents say give it value.
Part of what makes bitcoin valuable is the fact that it is scarce. There are 18.7 million bitcoin
in circulation, which is nearing its maximum threshold of 21 million.
New bitcoin are created as a reward for miners, who contribute their computing power to
verifying transactions across the decentralized network. Over time, the size of these rewards
decreases, so each new completed block earns miners less than it used to.
As a result, the supply of bitcoin is perfectly inelastic. “A rise in demand cannot result in the
increase in supply of bitcoin or increase the speed at which bitcoin is issued,” wrote Ria
Bhutoria, former director of research for Fidelity Digital Assets.
Bitcoin’s value is also derived from its decentralized network. There is no central authority
which has the power to intervene in the bitcoin market.
“No central bank or government can step in to support or prop up markets and artificially
subdue volatility,” continued Bhutoria. “Bitcoin’s volatility is a trade-off for a distortion-free
market.”
Plus, bitcoin is still very new.
″[It’s] only 13 years old and thus doesn’t have much of a trading history,” explained Peter
Boockvar, chief investment officer at Bleakley Advisory Group. “While a company that went
public yesterday in an IPO doesn’t have any history, a company can at least be evaluated on its
business prospects, earnings and cash flow.”
Because bitcoin is still a nascent asset class, it remains in the price discovery phase. ”[It’s] the
most volatile of any asset’s life cycle,” said Mike Bucella, Blocktower Capital general partner.
“Bitcoin has clearly established itself as a new form of value, but the terminal value is still
undefined,” continued Bucella. “That information gap lends itself towards a momentum, or
technically driven market, absent new information.”
The path to true price discovery is often fraught with seismic price swings, but Bhutoria points
out that the alternative is artificial stability, which can result in distorted markets that may
break down without intervention.
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Get used to it
Bucella thinks that today’s trading volatility will be repeated.
“There will be many periods like we’ve seen today, where a negative news cycle has taken out
technical levels (and momentum) in the price of BTC – and those are all the more exacerbated
when the market participants start taking on leverage,” continued Bucella.
What happened today is pretty typical: Spot selling breaks a key level and leverage gets
liquidated, creating a more dramatic sell-off than the market would otherwise indicate.
Bucella says it has been the same pattern, time and again, over the last decade, and he thinks
it will remain in place until we achieve a mature level of adoption.
Ultimately, “high-risk, high-reward” does tend to be the rule of investing, and it is especially
true of bitcoin.
“All investments carry risk, and just like stocks, crypto is subject to price swings,” said Noah
Perlman, Gemini’s chief operating officer. “Bitcoin is still a young asset class, but it’s one of
the best performing of the last decade.”
Playing the long game is crucial. “As with any market, crypto investors with a longer
timeframe and diversified portfolio will see more consistent results,” explained Greenspan.
Bitcoin’s volatility also has a sort of “halo effect” over companies with exposure to the
cryptocurrency.
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30/06/2022, 15:02
TR-04 Why is bitcoin so volatile?
Tesla, which has a $1.5 billion stake in bitcoin, fell roughly 2.5% Wednesday. Microstrategy,

another company that holds a large amount of bitcoin for its corporate treasury, ended the day
6.6% lower, and Coinbase, the newly public crypto exchange which specifically warned in its
S-1 that it was vulnerable to volatile moves in the price of cryptocurrencies, dropped 6%.
But to Bucella, this type of volatility is a gift that most fund managers in traditional markets
would salivate over. “As a fund manager, with proper risk management, infrastructure and
tooling, this level of volatility presents enormous opportunity,” said Bucella.
Whatever your risk tolerance, experts say the volatility won’t always be this bad.
Bitcoin trading is no longer dominated by retail buyers. Professional money managers and
corporate America have flooded the market in the last year, and they’re still getting started. As
more institutional investors adopt bitcoin, it lends newfound legitimacy to the
cryptocurrency, helping to erase its reputational risk. It also creates more stability overall.
“With greater adoption of bitcoin and the development of derivatives and investment
products, bitcoin’s volatility may continue to decrease, as it has historically,” noted Bhutoria.
And as longtime value investor Bill Miller pointed out in a CNBC interview earlier this year,
“One of the interesting things about bitcoin is that it gets less risky the higher it goes.”
VIDEO 13:08
Here’s what’s happening with bitcoin
Power Lunch WATCH IN THE APP
UP NEXT | Closing Bell 03:00 pm ET

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TR-05
Bitcoin Futures (As of Date)
Currency: USD
Source : https://uk.investing.com/crypto/bitcoin/bitcoin‐futures‐historical‐data
Date Price Open High Low Vol. Change % Date Price Open High Low Vol. Change %
Jun 23, 2022 20,275.00 19,960.00 20,780.00 19,877.50 ‐ 0.85% Feb 28, 2022 39,202.10 37,630.00 43,420.00 37,405.00 ‐ 4.17%
Jun 22, 2022 20,105.00 20,920.00 20,920.00 19,760.00 13.38K ‐3.62% Feb 27, 2022 37,632.50 38,950.00 38,982.50 37,210.00 ‐ ‐4.00%
Jun 21, 2022 20,860.00 20,390.00 21,715.00 19,600.00 18.03K 2.72% Feb 25, 2022 39,202.10 38,110.00 39,645.00 37,900.00 0.54K 2.20%
Jun 20, 2022 20,307.50 20,560.00 21,015.00 19,592.50 ‐ ‐1.23% Feb 24, 2022 38,360.00 37,670.00 39,740.00 34,295.00 14.20K 1.86%
Jun 19, 2022 20,560.00 20,600.00 20,722.50 20,387.50 ‐ 0.44% Feb 23, 2022 37,660.00 37,890.00 39,235.00 37,365.00 9.50K ‐0.67%
Jun 17, 2022 20,470.00 20,645.00 21,315.00 20,145.00 8.72K ‐1.54% Feb 22, 2022 37,915.00 38,860.00 39,460.00 36,340.00 12.99K 2.45%
Jun 16, 2022 20,790.00 22,165.00 22,945.00 20,435.00 9.77K ‐3.86% Feb 21, 2022 37,010.00 38,332.50 39,450.00 36,870.00 ‐ ‐3.44%
Jun 15, 2022 21,625.00 21,460.00 22,385.00 20,025.00 19.87K ‐2.26% Feb 20, 2022 38,327.50 40,010.00 40,010.00 38,295.00 ‐ ‐4.05%
Jun 14, 2022 22,125.00 23,010.00 23,290.00 20,775.00 16.48K ‐4.26% Feb 18, 2022 39,945.00 40,675.00 41,000.00 39,485.00 7.27K ‐2.33%
Jun 13, 2022 23,110.00 27,355.00 27,365.00 22,490.00 18.65K ‐12.80% Feb 17, 2022 40,900.00 44,075.00 44,275.00 40,090.00 6.68K ‐7.41%
Jun 12, 2022 26,502.50 27,235.00 27,367.50 26,487.50 ‐ ‐8.36% Feb 16, 2022 44,175.00 44,210.00 44,860.00 43,350.00 3.89K ‐0.09%
Jun 10, 2022 28,920.00 30,085.00 31,025.00 28,740.00 8.03K ‐3.42% Feb 15, 2022 44,215.00 42,665.00 44,620.00 42,495.00 4.09K 4.76%
Jun 09, 2022 29,945.00 30,320.00 30,665.00 29,880.00 4.17K ‐0.45% Feb 14, 2022 42,205.00 42,470.00 42,930.00 41,560.00 5.40K 0.29%
Jun 08, 2022 30,080.00 31,460.00 31,580.00 29,775.00 7.94K ‐3.11% Feb 13, 2022 42,082.50 42,617.50 42,617.50 42,040.00 ‐ ‐0.73%
Jun 07, 2022 31,045.00 31,500.00 31,575.00 29,130.00 11.27K ‐1.41% Feb 11, 2022 42,390.00 43,950.00 44,145.00 42,075.00 6.22K ‐4.05%
Jun 06, 2022 31,490.00 29,900.00 31,805.00 29,820.00 9.29K 5.46% Feb 10, 2022 44,180.00 44,640.00 45,905.00 43,270.00 8.45K ‐1.50%
Jun 05, 2022 29,860.00 30,002.50 30,030.00 29,820.00 ‐ 1.10% Feb 09, 2022 44,855.00 44,235.00 44,900.00 43,210.00 4.10K 1.16%
Jun 03, 2022 29,535.00 30,355.00 30,725.00 29,165.00 6.34K ‐2.49% Feb 08, 2022 44,340.00 44,110.00 45,605.00 42,780.00 5.87K 0.24%
Jun 02, 2022 30,290.00 29,535.00 30,435.00 29,480.00 6.67K 0.85% Feb 07, 2022 44,235.00 41,420.00 44,615.00 41,420.00 7.46K 4.20%
Jun 01, 2022 30,035.00 31,700.00 32,020.00 29,265.00 7.63K ‐5.61% Feb 06, 2022 42,450.00 41,635.00 42,730.00 41,535.00 ‐ 4.45%
May 31, 2022 31,820.00 31,767.50 32,455.00 31,225.00 ‐ 0.18% Feb 04, 2022 40,640.00 36,930.00 40,935.00 36,895.00 9.60K 12.06%
May 30, 2022 31,762.50 29,465.00 31,887.50 29,295.00 ‐ 9.37% Feb 03, 2022 36,265.00 36,970.00 37,100.00 36,235.00 4.22K ‐3.38%
May 27, 2022 29,042.20 29,550.00 29,605.00 28,630.00 0.69K ‐0.93% Feb 02, 2022 37,535.00 38,685.00 38,900.00 36,515.00 4.40K ‐2.72%
May 26, 2022 29,315.00 29,750.00 29,895.00 27,995.00 12.17K ‐0.74% Feb 01, 2022 38,585.00 38,450.00 39,275.00 38,055.00 4.10K 4.07%
May 25, 2022 29,535.00 29,585.00 30,225.00 29,300.00 9.66K 0.78% Jan 31, 2022 37,075.90 37,900.00 38,782.50 36,610.00 ‐ ‐2.19%
May 24, 2022 29,305.00 29,235.00 29,580.00 28,570.00 11.24K 1.00% Jan 30, 2022 37,905.00 38,147.50 38,255.00 37,887.50 ‐ 2.24%
May 23, 2022 29,015.00 30,010.00 30,680.00 28,960.00 11.29K ‐4.21% Jan 28, 2022 37,075.90 36,535.00 37,415.00 36,215.00 0.90K 4.25%
May 22, 2022 30,290.00 30,325.00 30,497.50 30,277.50 ‐ 3.52% Jan 27, 2022 35,565.00 36,555.00 37,210.00 35,485.00 8.33K ‐4.03%
May 20, 2022 29,260.00 30,235.00 30,715.00 28,635.00 9.10K ‐2.29% Jan 26, 2022 37,060.00 36,765.00 38,895.00 36,330.00 10.25K 0.56%
May 19, 2022 29,945.00 29,025.00 30,510.00 28,555.00 8.81K 2.60% Jan 25, 2022 36,855.00 36,490.00 37,550.00 35,725.00 8.97K ‐0.98%
May 18, 2022 29,185.00 30,560.00 30,650.00 28,650.00 7.23K ‐2.72% Jan 24, 2022 37,220.00 35,555.00 37,600.00 32,855.00 16.30K 2.42%
May 17, 2022 30,000.00 30,130.00 30,745.00 29,420.00 7.46K 1.68% Jan 23, 2022 36,340.00 36,620.00 36,620.00 35,430.00 ‐ ‐4.82%
May 16, 2022 29,505.00 31,000.00 31,400.00 29,020.00 6.18K ‐5.64% Jan 21, 2022 38,180.00 41,125.00 41,135.00 36,150.00 11.78K ‐10.53%
May 15, 2022 31,270.00 31,385.00 31,385.00 30,980.00 ‐ 4.11% Jan 20, 2022 42,675.00 41,940.00 43,545.00 41,260.00 7.23K 2.65%
May 13, 2022 30,035.00 28,255.00 31,000.00 28,230.00 6.90K 5.07% Jan 19, 2022 41,575.00 42,430.00 42,615.00 41,080.00 6.54K ‐0.22%
May 12, 2022 28,585.00 28,860.00 30,100.00 25,350.00 15.14K ‐2.09% Jan 18, 2022 41,665.00 43,270.00 43,315.00 41,175.00 6.82K ‐1.26%
May 11, 2022 29,195.00 30,195.00 32,140.00 28,105.00 19.28K ‐6.67% Jan 17, 2022 42,195.00 43,065.00 43,210.00 41,582.50 ‐ ‐2.02%
May 10, 2022 31,280.00 30,960.00 32,615.00 29,700.00 7.24K 1.13% Jan 16, 2022 43,065.00 42,972.50 43,292.50 42,460.00 ‐ ‐0.13%
May 09, 2022 30,930.00 34,455.00 34,455.00 30,300.00 12.90K ‐9.18% Jan 14, 2022 43,120.00 42,620.00 43,445.00 41,680.00 4.20K 1.04%
May 08, 2022 34,055.00 34,172.50 34,195.00 33,882.50 ‐ ‐5.21% Jan 13, 2022 42,675.00 43,880.00 44,450.00 42,280.00 4.07K ‐2.62%
May 06, 2022 35,925.00 36,405.00 36,595.00 35,180.00 5.71K ‐0.95% Jan 12, 2022 43,825.00 42,695.00 44,310.00 42,455.00 4.07K 2.38%
May 05, 2022 36,270.00 39,795.00 39,860.00 35,520.00 10.00K ‐9.10% Jan 11, 2022 42,805.00 41,595.00 43,155.00 41,220.00 6.19K 2.54%
May 04, 2022 39,900.00 37,725.00 40,100.00 37,535.00 8.01K 6.02% Jan 10, 2022 41,745.00 42,205.00 42,245.00 39,470.00 8.67K ‐0.16%
May 03, 2022 37,635.00 38,685.00 38,810.00 37,420.00 4.86K ‐3.49% Jan 09, 2022 41,810.00 41,755.00 42,340.00 41,527.50 ‐ ‐0.14%
May 02, 2022 38,997.30 38,670.00 39,155.00 38,025.00 ‐ 1.84% Jan 07, 2022 41,870.00 43,170.00 43,240.00 40,470.00 9.28K ‐3.11%
May 01, 2022 38,292.50 38,927.50 38,932.50 38,182.50 ‐ ‐1.81% Jan 06, 2022 43,215.00 43,405.00 43,720.00 42,375.00 5.22K ‐1.40%
Apr 29, 2022 38,997.30 39,785.00 39,840.00 38,595.00 0.86K ‐2.31% Jan 05, 2022 43,830.00 46,100.00 47,100.00 43,290.00 8.92K ‐5.34%
Apr 28, 2022 39,920.00 39,220.00 40,440.00 38,900.00 8.55K 2.62% Jan 04, 2022 46,305.00 46,205.00 47,650.00 45,485.00 5.05K ‐3.49%
Apr 27, 2022 38,900.00 38,210.00 39,475.00 37,665.00 6.78K 1.78% Jan 03, 2022 47,977.00 47,977.00 47,977.00 47,977.00 ‐ 0.00%
Apr 26, 2022 38,220.00 40,210.00 40,765.00 37,665.00 10.11K ‐4.95% Dec 31, 2021 47,977.00 47,055.00 48,590.00 46,915.00 0.49K 1.71%
Apr 25, 2022 40,210.00 39,595.00 40,400.00 38,190.00 7.33K 1.94% Dec 30, 2021 47,170.00 47,230.00 47,970.00 45,880.00 6.48K ‐0.42%
Apr 24, 2022 39,445.00 39,562.50 39,775.00 39,437.50 ‐ ‐0.03% Dec 29, 2021 47,370.00 47,585.00 48,095.00 46,550.00 6.91K ‐0.81%
Apr 22, 2022 39,455.00 40,650.00 40,815.00 39,165.00 4.53K ‐4.34% Dec 28, 2021 47,755.00 51,025.00 51,045.00 47,300.00 7.87K ‐6.86%
Apr 21, 2022 41,245.00 41,550.00 43,010.00 40,610.00 5.77K 0.02% Dec 27, 2021 51,275.00 51,040.00 52,200.00 50,520.00 5.51K 0.77%
Apr 20, 2022 41,235.00 41,335.00 42,295.00 40,895.00 3.73K ‐0.69% Dec 26, 2021 50,885.00 50,912.50 51,142.50 50,745.00 ‐ ‐0.02%
Apr 19, 2022 41,520.00 40,825.00 41,820.00 40,585.00 3.70K 2.01% Dec 24, 2021 50,895.00 50,895.00 50,895.00 50,895.00 ‐ ‐0.32%
Apr 18, 2022 40,700.00 40,150.00 41,125.00 38,535.00 5.80K 2.60% Dec 23, 2021 51,060.00 49,085.00 51,470.00 48,035.00 4.76K 4.11%
Apr 17, 2022 39,670.00 39,912.50 40,325.00 39,515.00 ‐ ‐0.54% Dec 22, 2021 49,045.00 49,280.00 49,635.00 48,500.00 2.81K 0.74%
Apr 15, 2022 39,885.00 39,885.00 39,885.00 39,885.00 ‐ 0.15% Dec 21, 2021 48,685.00 46,835.00 49,390.00 46,710.00 4.00K 3.45%
Apr 14, 2022 39,825.00 41,240.00 41,540.00 39,565.00 3.01K ‐3.15% Dec 20, 2021 47,060.00 47,280.00 47,555.00 45,515.00 4.30K 1.01%
Apr 13, 2022 41,120.00 39,650.00 41,590.00 39,560.00 5.02K 4.66% Dec 19, 2021 46,590.00 46,877.50 47,360.00 46,505.00 ‐ 0.74%
Apr 12, 2022 39,290.00 39,410.00 40,805.00 39,190.00 5.56K ‐1.66% Dec 17, 2021 46,250.00 47,870.00 48,010.00 45,415.00 4.53K ‐3.67%
Apr 11, 2022 39,955.00 42,710.00 42,805.00 39,460.00 5.95K ‐5.14% Dec 16, 2021 48,010.00 48,940.00 49,500.00 47,595.00 5.53K ‐2.72%
Apr 10, 2022 42,120.00 43,180.00 43,535.00 41,912.50 ‐ ‐1.39% Dec 15, 2021 49,350.00 48,350.00 49,605.00 46,570.00 8.30K 3.09%
Apr 08, 2022 42,715.00 43,565.00 44,090.00 42,445.00 5.08K ‐1.53% Dec 14, 2021 47,870.00 46,950.00 48,700.00 46,295.00 5.87K 2.74%
Apr 07, 2022 43,380.00 43,880.00 43,885.00 42,720.00 4.61K ‐0.90% Dec 13, 2021 46,595.00 50,205.00 50,480.00 45,700.00 6.83K ‐7.05%
Apr 06, 2022 43,775.00 45,995.00 46,060.00 43,130.00 7.11K ‐5.13% Dec 12, 2021 50,130.00 47,950.00 50,460.00 47,950.00 ‐ 3.38%
Apr 05, 2022 46,140.00 46,600.00 47,445.00 45,550.00 7.49K 0.12% Dec 10, 2021 48,490.00 47,940.00 50,265.00 47,325.00 6.04K 1.71%
Apr 04, 2022 46,085.00 47,225.00 47,610.00 45,205.00 5.29K ‐1.05% Dec 09, 2021 47,675.00 50,400.00 50,940.00 47,345.00 5.16K ‐6.38%
Apr 03, 2022 46,572.50 46,622.50 47,617.50 46,410.00 ‐ 0.05% Dec 08, 2021 50,925.00 50,600.00 51,370.00 48,645.00 4.85K 0.64%
Apr 01, 2022 46,550.00 45,865.00 46,910.00 44,345.00 5.69K 1.78% Dec 07, 2021 50,600.00 50,745.00 52,195.00 50,360.00 4.99K 3.35%
Mar 31, 2022 45,735.00 47,220.00 47,875.00 45,620.00 5.48K ‐3.19% Dec 06, 2021 48,960.00 49,265.00 50,730.00 47,215.00 9.34K ‐0.81%
Mar 30, 2022 47,240.00 47,430.00 48,000.00 46,715.00 4.07K ‐1.44% Dec 05, 2021 49,360.00 53,652.50 53,652.50 49,030.00 ‐ ‐7.82%
Mar 29, 2022 47,930.00 47,970.00 48,390.00 47,235.00 4.68K 7.70% Dec 03, 2021 53,545.00 57,030.00 57,945.00 51,585.00 11.18K ‐6.35%
Mar 28, 2022 44,504.00 47,045.00 48,465.00 46,867.50 ‐ ‐5.43% Dec 02, 2021 57,175.00 57,305.00 57,705.00 55,990.00 5.84K 0.32%
Mar 27, 2022 47,060.00 44,782.50 47,130.00 44,782.50 ‐ 5.74% Dec 01, 2021 56,990.00 57,660.00 59,545.00 56,650.00 6.55K ‐1.37%
Mar 25, 2022 44,504.00 43,975.00 45,170.00 43,625.00 0.69K 1.23% Nov 30, 2021 57,780.00 58,530.00 59,680.00 56,145.00 7.79K 6.09%
Mar 24, 2022 43,965.00 42,430.00 44,340.00 42,345.00 11.12K 4.06% Nov 29, 2021 54,465.60 57,785.00 59,255.00 57,095.00 ‐ ‐5.72%
Mar 23, 2022 42,250.00 42,880.00 42,985.00 41,815.00 8.00K ‐0.33% Nov 28, 2021 57,770.00 55,385.00 57,870.00 55,385.00 ‐ 6.07%
Mar 22, 2022 42,390.00 41,335.00 43,490.00 40,885.00 10.06K 2.84% Nov 26, 2021 54,465.60 57,000.00 59,470.00 53,625.00 2.82K ‐8.37%
Mar 21, 2022 41,220.00 41,445.00 41,595.00 40,555.00 5.71K ‐0.16% Nov 25, 2021 59,442.50 57,590.00 59,910.00 57,385.00 ‐ 3.53%
Mar 20, 2022 41,285.00 41,872.50 41,872.50 41,227.50 ‐ ‐1.92% Nov 24, 2021 57,415.00 57,650.00 57,765.00 55,825.00 10.09K ‐0.76%
Mar 18, 2022 42,095.00 41,050.00 42,360.00 40,180.00 5.11K 2.96% Nov 23, 2021 57,855.00 56,575.00 57,940.00 55,375.00 9.70K 3.65%
Mar 17, 2022 40,885.00 41,200.00 41,520.00 40,570.00 2.55K ‐0.09% Nov 22, 2021 55,815.00 59,100.00 59,645.00 55,585.00 11.80K ‐6.09%
Mar 16, 2022 40,920.00 39,725.00 41,765.00 38,810.00 8.47K 2.92% Nov 21, 2021 59,435.00 58,515.00 59,955.00 58,515.00 ‐ 2.65%
Mar 15, 2022 39,760.00 38,725.00 39,935.00 38,085.00 4.60K 2.40% Nov 19, 2021 57,900.00 56,450.00 58,410.00 55,600.00 8.25K ‐0.20%
Mar 14, 2022 38,830.00 38,725.00 39,340.00 37,495.00 4.21K 2.81% Nov 18, 2021 58,015.00 59,980.00 61,035.00 56,600.00 9.18K ‐4.08%
Mar 13, 2022 37,770.00 38,880.00 38,880.00 37,505.00 ‐ ‐1.45% Nov 17, 2021 60,485.00 60,700.00 60,890.00 58,475.00 6.30K 1.26%
Mar 11, 2022 38,325.00 39,530.00 40,260.00 38,240.00 5.47K ‐3.29% Nov 16, 2021 59,730.00 63,955.00 64,025.00 58,515.00 9.16K ‐6.54%
Mar 10, 2022 39,630.00 42,055.00 42,245.00 38,555.00 5.92K ‐5.46% Nov 15, 2021 63,910.00 64,625.00 66,555.00 63,415.00 5.44K ‐2.69%
Mar 09, 2022 41,920.00 38,540.00 42,715.00 38,540.00 7.47K 8.87% Nov 14, 2021 65,675.00 64,195.00 65,675.00 64,195.00 ‐ 2.24%
Mar 08, 2022 38,505.00 38,110.00 39,410.00 37,895.00 5.23K 2.57% Nov 12, 2021 64,235.00 65,400.00 65,720.00 62,385.00 6.90K ‐1.26%
Mar 07, 2022 37,540.00 39,060.00 39,540.00 37,180.00 5.83K ‐2.07% Nov 11, 2021 65,055.00 65,210.00 65,895.00 64,340.00 3.91K ‐1.54%
Mar 06, 2022 38,335.00 39,377.50 39,377.50 38,135.00 ‐ ‐3.06% Nov 10, 2021 66,075.00 67,670.00 69,355.00 63,020.00 7.71K ‐2.29%
Mar 04, 2022 39,545.00 42,495.00 42,640.00 39,090.00 5.66K ‐6.02% Nov 09, 2021 67,625.00 66,715.00 69,000.00 66,480.00 5.46K 1.71%
Mar 03, 2022 42,080.00 44,205.00 44,325.00 41,870.00 6.11K ‐4.20% Nov 08, 2021 66,485.00 62,910.00 67,035.00 62,905.00 6.02K 4.27%
Mar 02, 2022 43,925.00 44,205.00 45,455.00 43,420.00 6.40K ‐0.71% Nov 07, 2021 63,765.00 61,135.00 63,765.00 61,135.00 ‐ 3.89%
Mar 01, 2022 44,240.00 43,100.00 45,110.00 42,930.00 8.75K 12.85% Nov 05, 2021 61,380.00 61,435.00 62,865.00 60,905.00 3.53K 0.03%
275 1
Currency: USD
Nov 04, 2021 61,360.00 63,450.00 63,475.00 60,860.00 5.01K ‐2.70% Jul 12, 2021 32,760.00 34,430.00 34,830.00 32,600.00 3.83K ‐4.54%
Nov 03, 2021 63,065.00 63,580.00 63,965.00 60,945.00 5.50K ‐1.48% Jul 11, 2021 34,317.50 34,600.00 34,685.00 34,237.50 ‐ 2.58%
Nov 02, 2021 64,015.00 61,010.00 64,665.00 60,900.00 5.24K 4.69% Jul 09, 2021 33,455.00 32,680.00 33,740.00 32,295.00 2.66K 1.50%
Nov 01, 2021 61,149.30 61,687.50 62,827.50 59,700.00 ‐ ‐0.86% Jul 08, 2021 32,960.00 34,200.00 34,300.00 32,040.00 5.75K ‐5.01%
Oct 31, 2021 61,682.50 62,770.00 62,772.50 61,642.50 ‐ 0.87% Jul 07, 2021 34,700.00 33,800.00 35,140.00 33,675.00 3.87K 2.13%
Oct 29, 2021 61,149.30 61,295.00 62,030.00 60,220.00 0.64K ‐0.30% Jul 06, 2021 33,975.00 35,800.00 35,955.00 33,315.00 7.00K 0.50%
Oct 28, 2021 61,335.00 58,790.00 62,400.00 57,855.00 9.72K 3.84% Jul 05, 2021 33,805.00 35,335.00 35,335.00 33,312.50 ‐ ‐4.33%
Oct 27, 2021 59,065.00 61,255.00 61,450.00 57,855.00 12.93K ‐4.70% Jul 04, 2021 35,335.00 35,800.00 35,955.00 35,227.50 ‐ 6.16%
Oct 26, 2021 61,975.00 62,855.00 63,345.00 61,810.00 7.40K ‐1.20% Jul 02, 2021 33,285.00 33,460.00 33,995.00 32,620.00 3.49K 0.77%
Oct 25, 2021 62,725.00 61,080.00 63,865.00 60,820.00 7.18K 1.78% Jul 01, 2021 33,030.00 34,765.00 35,185.00 32,695.00 4.61K ‐4.88%
Oct 24, 2021 61,630.00 61,430.00 61,842.50 61,430.00 ‐ 0.90% Jun 30, 2021 34,725.00 36,215.00 36,215.00 34,020.00 3.88K ‐4.68%
Oct 22, 2021 61,080.00 62,890.00 63,950.00 60,210.00 10.13K ‐2.91% Jun 29, 2021 36,430.00 34,680.00 36,650.00 34,200.00 4.84K 5.52%
Oct 21, 2021 62,910.00 66,160.00 66,960.00 62,140.00 15.61K ‐5.63% Jun 28, 2021 34,525.00 32,775.00 35,325.00 32,750.00 5.52K ‐0.58%
Oct 20, 2021 66,665.00 64,490.00 67,680.00 63,830.00 15.20K 3.10% Jun 27, 2021 34,725.00 32,000.00 34,777.50 32,000.00 ‐ 4.97%
Oct 19, 2021 64,660.00 61,905.00 64,780.00 61,730.00 15.28K 4.88% Jun 25, 2021 33,079.40 34,700.00 35,300.00 32,630.00 0.54K ‐4.96%
Oct 18, 2021 61,650.00 61,120.00 63,230.00 60,100.00 10.02K ‐0.39% Jun 24, 2021 34,805.00 33,220.00 35,245.00 32,330.00 6.21K 5.79%
Oct 17, 2021 61,890.00 63,012.50 63,012.50 60,800.00 ‐ ‐0.30% Jun 23, 2021 32,900.00 32,560.00 34,835.00 31,780.00 7.18K 1.29%
Oct 15, 2021 62,075.00 58,150.00 63,525.00 57,250.00 11.67K 6.67% Jun 22, 2021 32,480.00 31,700.00 33,310.00 28,800.00 14.89K ‐0.25%
Oct 14, 2021 58,195.00 57,700.00 59,025.00 57,190.00 6.32K 0.77% Jun 21, 2021 32,560.00 35,555.00 35,790.00 31,715.00 9.30K ‐8.52%
Oct 13, 2021 57,750.00 56,350.00 57,950.00 54,700.00 6.94K 3.47% Jun 20, 2021 35,592.50 35,400.00 36,000.00 35,240.00 ‐ 0.87%
Oct 12, 2021 55,815.00 57,700.00 58,215.00 54,370.00 6.69K ‐3.75% Jun 18, 2021 35,285.00 37,695.00 38,175.00 35,100.00 5.72K ‐6.32%
Oct 11, 2021 57,990.00 55,330.00 58,355.00 54,820.00 5.69K 5.17% Jun 17, 2021 37,665.00 38,550.00 39,535.00 37,315.00 5.65K ‐2.33%
Oct 10, 2021 55,137.50 54,852.50 55,445.00 54,835.00 ‐ ‐0.08% Jun 16, 2021 38,565.00 40,025.00 40,480.00 38,270.00 6.33K ‐3.58%
Oct 08, 2021 55,180.00 54,925.00 56,815.00 54,155.00 5.06K 1.30% Jun 15, 2021 39,995.00 40,250.00 41,335.00 39,565.00 4.18K 0.72%
Oct 07, 2021 54,470.00 55,580.00 56,325.00 53,855.00 5.32K ‐2.21% Jun 14, 2021 39,710.00 38,900.00 41,070.00 38,705.00 5.94K 1.86%
Oct 06, 2021 55,700.00 52,165.00 55,935.00 50,855.00 9.66K 7.88% Jun 13, 2021 38,985.00 37,000.00 39,135.00 37,000.00 ‐ 4.45%
Oct 05, 2021 51,630.00 49,310.00 52,165.00 49,100.00 8.41K 3.56% Jun 11, 2021 37,325.00 36,725.00 37,700.00 35,955.00 3.33K 1.73%
Oct 04, 2021 49,855.00 48,070.00 50,000.00 47,180.00 5.87K 2.61% Jun 10, 2021 36,690.00 36,610.00 38,460.00 35,815.00 6.68K 0.87%
Oct 03, 2021 48,587.50 48,575.00 48,690.00 48,030.00 ‐ 0.41% Jun 09, 2021 36,375.00 33,485.00 36,945.00 32,420.00 8.45K 10.53%
Oct 01, 2021 48,390.00 43,735.00 48,705.00 43,330.00 9.40K 10.95% Jun 08, 2021 32,910.00 34,130.00 34,295.00 30,915.00 11.21K ‐7.67%
Sep 30, 2021 43,615.00 41,240.00 44,175.00 41,040.00 4.87K 5.98% Jun 07, 2021 35,645.00 36,205.00 37,015.00 34,000.00 6.68K ‐1.00%
Sep 29, 2021 41,155.00 41,890.00 42,735.00 40,785.00 3.69K ‐1.07% Jun 06, 2021 36,005.00 37,092.50 37,092.50 35,360.00 ‐ ‐2.57%
Sep 28, 2021 41,600.00 43,215.00 43,555.00 41,145.00 4.67K ‐3.59% Jun 04, 2021 36,955.00 38,840.00 39,330.00 35,590.00 8.16K ‐4.55%
Sep 27, 2021 43,150.00 43,635.00 44,580.00 42,770.00 5.22K ‐0.74% Jun 03, 2021 38,715.00 37,835.00 39,560.00 37,255.00 4.31K 1.77%
Sep 26, 2021 43,470.00 43,130.00 44,207.50 42,942.50 ‐ 2.62% Jun 02, 2021 38,040.00 36,205.00 38,340.00 35,940.00 4.03K 5.70%
Sep 24, 2021 42,359.40 44,790.00 45,115.00 40,855.00 1.10K ‐5.42% Jun 01, 2021 35,990.00 35,905.00 37,985.00 34,250.00 8.10K ‐3.83%
Sep 23, 2021 44,785.00 43,255.00 44,970.00 43,095.00 5.36K 3.23% May 31, 2021 37,425.00 35,647.50 37,592.50 34,232.50 ‐ 5.02%
Sep 22, 2021 43,385.00 41,330.00 44,025.00 40,145.00 7.83K 3.22% May 30, 2021 35,635.00 35,295.00 36,142.50 35,295.00 ‐ ‐3.27%
Sep 21, 2021 42,030.00 43,410.00 43,870.00 40,085.00 8.52K ‐4.00% May 28, 2021 36,841.40 38,800.00 39,180.00 35,160.00 0.52K ‐5.16%
Sep 20, 2021 43,780.00 47,415.00 47,620.00 42,365.00 8.33K ‐7.28% May 27, 2021 38,845.00 39,025.00 40,435.00 37,270.00 6.24K 0.78%
Sep 19, 2021 47,217.50 46,952.50 47,612.50 46,822.50 ‐ ‐0.57% May 26, 2021 38,545.00 38,055.00 40,895.00 37,875.00 9.28K 3.25%
Sep 17, 2021 47,490.00 47,600.00 48,225.00 46,670.00 3.89K ‐0.01% May 25, 2021 37,330.00 38,540.00 39,885.00 36,555.00 8.77K ‐6.09%
Sep 16, 2021 47,495.00 48,270.00 48,600.00 47,050.00 4.54K ‐1.44% May 24, 2021 39,750.00 34,280.00 39,950.00 33,720.00 10.87K 14.25%
Sep 15, 2021 48,190.00 46,700.00 48,510.00 46,635.00 3.08K 3.60% May 23, 2021 34,792.50 35,395.00 35,395.00 33,720.00 ‐ ‐3.58%
Sep 14, 2021 46,515.00 45,215.00 47,025.00 44,705.00 3.80K 3.79% May 21, 2021 36,085.00 40,720.00 42,370.00 35,135.00 12.91K ‐10.50%
Sep 13, 2021 44,815.00 45,240.00 46,945.00 43,310.00 7.36K ‐2.81% May 20, 2021 40,320.00 38,925.00 42,420.00 34,950.00 13.39K 2.49%
Sep 12, 2021 46,110.00 45,120.00 46,502.50 45,025.00 ‐ 0.95% May 19, 2021 39,340.00 42,915.00 43,530.00 30,205.00 26.73K ‐8.83%
Sep 10, 2021 45,675.00 46,545.00 47,065.00 44,750.00 4.85K ‐2.08% May 18, 2021 43,150.00 43,500.00 45,755.00 42,280.00 8.31K ‐2.07%
Sep 09, 2021 46,645.00 46,250.00 47,465.00 45,545.00 4.05K 0.27% May 17, 2021 44,060.00 45,295.00 46,620.00 42,050.00 11.15K ‐5.16%
Sep 08, 2021 46,520.00 46,590.00 47,440.00 44,500.00 5.68K ‐0.56% May 16, 2021 46,455.00 49,350.00 49,350.00 45,067.50 ‐ ‐7.44%
Sep 07, 2021 46,780.00 51,755.00 53,125.00 43,705.00 13.97K ‐11.50% May 14, 2021 50,190.00 49,215.00 51,475.00 48,370.00 5.43K 3.77%
Sep 06, 2021 52,857.50 51,975.00 52,985.00 51,182.50 ‐ 1.70% May 13, 2021 48,365.00 54,545.00 54,605.00 46,395.00 14.81K ‐11.17%
Sep 05, 2021 51,975.00 51,860.00 52,140.00 51,790.00 ‐ 2.49% May 12, 2021 54,445.00 56,735.00 58,140.00 53,355.00 8.67K ‐4.15%
Sep 03, 2021 50,710.00 49,900.00 51,260.00 48,445.00 5.12K 2.70% May 11, 2021 56,805.00 55,690.00 57,075.00 54,375.00 5.35K 1.97%
Sep 02, 2021 49,375.00 48,600.00 50,570.00 48,400.00 4.77K 2.18% May 10, 2021 55,705.00 58,200.00 59,900.00 53,595.00 7.95K ‐4.50%
Sep 01, 2021 48,320.00 46,940.00 49,270.00 46,530.00 4.28K 1.96% May 09, 2021 58,330.00 57,925.00 58,572.50 57,772.50 ‐ 0.99%
Aug 31, 2021 47,390.00 48,610.00 48,610.00 46,695.00 4.06K ‐2.82% May 07, 2021 57,760.00 56,350.00 58,845.00 55,340.00 4.97K 2.81%
Aug 30, 2021 48,765.00 49,070.00 49,510.00 47,460.00 3.42K ‐0.23% May 06, 2021 56,180.00 56,950.00 58,600.00 55,255.00 5.93K ‐1.95%
Aug 29, 2021 48,877.50 49,197.50 49,510.00 48,870.00 ‐ 1.93% May 05, 2021 57,295.00 54,365.00 58,110.00 52,830.00 6.06K 5.10%
Aug 27, 2021 47,952.00 47,205.00 48,210.00 46,420.00 ‐ 2.16% May 04, 2021 54,515.00 57,390.00 57,755.00 53,220.00 8.07K ‐5.63%
Aug 26, 2021 46,940.00 48,950.00 49,345.00 46,230.00 6.14K ‐3.62% May 03, 2021 57,765.00 56,985.00 59,305.00 56,380.00 5.62K 1.73%
Aug 25, 2021 48,705.00 48,205.00 49,135.00 47,065.00 6.13K 1.03% May 02, 2021 56,780.00 56,960.00 57,000.00 56,395.00 ‐ ‐0.38%
Aug 24, 2021 48,210.00 49,520.00 49,885.00 47,735.00 5.78K ‐2.17% Apr 30, 2021 56,995.00 53,710.00 57,507.50 53,175.00 ‐ 7.74%
Aug 23, 2021 49,280.00 48,815.00 50,585.00 48,640.00 5.96K ‐0.10% Apr 29, 2021 52,900.00 54,725.00 55,205.00 52,335.00 5.60K ‐4.53%
Aug 22, 2021 49,327.50 48,672.50 49,557.50 48,652.50 ‐ 1.23% Apr 28, 2021 55,410.00 55,265.00 56,500.00 53,905.00 6.40K 1.13%
Aug 20, 2021 48,730.00 46,545.00 49,185.00 46,370.00 5.40K 4.35% Apr 27, 2021 54,790.00 53,370.00 55,420.00 52,925.00 5.14K 1.33%
Aug 19, 2021 46,700.00 44,530.00 46,895.00 43,900.00 6.21K 4.11% Apr 26, 2021 54,070.00 47,440.00 54,410.00 47,440.00 8.34K 10.02%
Aug 18, 2021 44,855.00 44,795.00 46,105.00 44,155.00 5.15K ‐1.46% Apr 25, 2021 49,145.00 51,312.50 51,312.50 47,677.50 ‐ ‐3.34%
Aug 17, 2021 45,520.00 46,000.00 47,205.00 44,570.00 4.39K ‐1.25% Apr 23, 2021 50,845.00 51,505.00 52,150.00 47,395.00 10.38K ‐3.81%
Aug 16, 2021 46,095.00 46,905.00 48,100.00 45,670.00 4.13K ‐1.97% Apr 22, 2021 52,860.00 54,825.00 55,645.00 51,365.00 13.16K ‐4.95%
Aug 15, 2021 47,020.00 46,905.00 47,330.00 46,905.00 ‐ 1.11% Apr 21, 2021 55,610.00 56,900.00 57,160.00 54,325.00 5.86K ‐1.95%
Aug 13, 2021 46,505.00 44,310.00 48,005.00 43,830.00 3.80K 4.84% Apr 20, 2021 56,715.00 56,335.00 57,155.00 53,430.00 9.19K 1.20%
Aug 12, 2021 44,360.00 46,315.00 46,315.00 43,780.00 5.19K ‐4.51% Apr 19, 2021 56,045.00 57,120.00 57,750.00 54,450.00 10.37K ‐0.61%
Aug 11, 2021 46,455.00 45,755.00 46,835.00 45,250.00 3.45K 2.11% Apr 18, 2021 56,390.00 61,490.00 61,490.00 56,135.00 ‐ ‐9.02%
Aug 10, 2021 45,495.00 45,760.00 46,800.00 44,650.00 5.33K ‐1.19% Apr 16, 2021 61,980.00 63,765.00 64,000.00 60,165.00 6.63K ‐2.91%
Aug 09, 2021 46,045.00 44,255.00 46,520.00 42,890.00 7.17K 4.84% Apr 15, 2021 63,840.00 62,795.00 64,030.00 62,375.00 4.89K 2.31%
Aug 08, 2021 43,917.50 42,820.00 44,707.50 42,820.00 ‐ 2.21% Apr 14, 2021 62,400.00 63,885.00 65,520.00 61,565.00 8.43K ‐2.02%
Aug 06, 2021 42,970.00 41,095.00 43,430.00 39,910.00 6.63K 5.43% Apr 13, 2021 63,685.00 60,500.00 64,450.00 60,300.00 7.15K 5.19%
Aug 05, 2021 40,755.00 39,940.00 41,480.00 37,300.00 6.71K 2.30% Apr 12, 2021 60,545.00 60,000.00 61,945.00 59,915.00 6.63K 0.03%
Aug 04, 2021 39,840.00 38,265.00 39,945.00 37,465.00 3.67K 4.94% Apr 11, 2021 60,525.00 58,997.50 60,660.00 58,757.50 ‐ 3.00%
Aug 03, 2021 37,965.00 39,180.00 39,830.00 37,580.00 5.44K ‐3.10% Apr 09, 2021 58,760.00 58,010.00 59,405.00 58,000.00 3.95K 1.04%
Aug 02, 2021 39,180.00 41,185.00 41,500.00 38,715.00 4.78K ‐1.95% Apr 08, 2021 58,155.00 56,310.00 58,655.00 55,910.00 4.61K 3.28%
Aug 01, 2021 39,960.00 41,287.50 41,480.00 39,470.00 ‐ 2.41% Apr 07, 2021 56,310.00 58,300.00 59,080.00 55,675.00 11.42K ‐4.13%
Jul 30, 2021 39,020.90 39,640.00 40,240.00 38,455.00 0.41K ‐1.65% Apr 06, 2021 58,735.00 59,415.00 60,350.00 57,750.00 5.27K ‐1.85%
Jul 29, 2021 39,675.00 40,165.00 40,650.00 39,290.00 6.10K ‐1.72% Apr 05, 2021 59,840.00 58,550.00 60,100.00 57,155.00 5.91K 1.67%
Jul 28, 2021 40,370.00 38,340.00 40,940.00 38,150.00 10.48K 6.55% Apr 04, 2021 58,855.00 59,500.00 60,000.00 58,470.00 ‐ ‐1.27%
Jul 27, 2021 37,890.00 37,090.00 38,795.00 36,425.00 7.58K ‐4.03% Apr 02, 2021 59,615.00 59,455.00 61,000.00 59,110.00 2.18K 0.00%
Jul 26, 2021 39,480.00 34,475.00 40,580.00 34,420.00 17.25K 22.34% Apr 01, 2021 59,615.00 59,580.00 60,345.00 58,595.00 4.33K 0.56%
Jul 23, 2021 32,270.00 32,180.00 32,930.00 31,980.00 2.50K ‐0.45% Mar 31, 2021 59,285.00 59,360.00 60,540.00 57,380.00 6.92K ‐0.70%
Jul 22, 2021 32,415.00 31,920.00 32,590.00 31,680.00 3.23K 2.51% Mar 30, 2021 59,705.00 57,940.00 60,065.00 57,585.00 4.63K 2.57%
Jul 21, 2021 31,620.00 29,625.00 32,830.00 29,435.00 9.99K 6.41% Mar 29, 2021 58,210.00 55,360.00 59,000.00 55,110.00 7.08K 3.58%
Jul 20, 2021 29,715.00 30,680.00 31,015.00 29,215.00 4.34K ‐3.18% Mar 28, 2021 56,200.00 53,887.50 56,320.00 53,887.50 ‐ 5.35%
Jul 19, 2021 30,690.00 31,760.00 31,860.00 30,280.00 3.95K ‐3.31% Mar 26, 2021 53,346.30 52,425.00 53,765.00 51,305.00 ‐ 2.21%
Jul 18, 2021 31,740.00 31,770.00 31,882.50 31,377.50 ‐ ‐0.58% Mar 25, 2021 52,195.00 53,665.00 53,665.00 50,360.00 11.14K ‐4.48%
Jul 16, 2021 31,925.00 31,700.00 32,205.00 30,960.00 4.09K 1.64% Mar 24, 2021 54,645.00 54,580.00 57,225.00 53,135.00 8.67K ‐0.62%
Jul 15, 2021 31,410.00 32,930.00 33,180.00 30,970.00 6.73K ‐4.06% Mar 23, 2021 54,985.00 54,665.00 55,895.00 52,915.00 8.66K ‐1.12%
Jul 14, 2021 32,740.00 32,535.00 33,195.00 31,515.00 3.55K 1.63% Mar 22, 2021 55,605.00 58,195.00 58,460.00 54,105.00 7.20K ‐3.14%
Jul 13, 2021 32,215.00 32,830.00 33,330.00 32,150.00 3.08K ‐1.66% Mar 21, 2021 57,405.00 58,470.00 58,470.00 57,280.00 ‐ ‐2.66%
276 2
Currency: USD
Mar 19, 2021 58,975.00 57,950.00 59,575.00 56,315.00 6.55K 2.81%
Mar 18, 2021 57,365.00 58,500.00 60,280.00 57,090.00 9.66K ‐1.06%
Mar 17, 2021 57,980.00 56,695.00 58,490.00 54,285.00 7.70K 3.70%
Mar 16, 2021 55,910.00 57,005.00 57,175.00 53,475.00 7.10K ‐1.74%
Mar 15, 2021 56,900.00 58,755.00 61,255.00 54,915.00 10.37K ‐4.45%
Mar 14, 2021 59,550.00 57,180.00 61,252.50 57,180.00 ‐ 4.34%
Mar 12, 2021 57,075.00 58,365.00 58,725.00 55,380.00 7.97K ‐1.52%
Mar 11, 2021 57,955.00 56,980.00 58,390.00 54,685.00 7.79K 2.36%
Mar 10, 2021 56,620.00 54,530.00 57,815.00 53,430.00 7.10K 3.47%
Mar 09, 2021 54,720.00 51,995.00 55,265.00 51,895.00 5.57K 4.94%
Mar 08, 2021 52,145.00 50,580.00 52,425.00 49,500.00 7.53K 1.39%
Mar 07, 2021 51,430.00 49,372.50 51,957.50 49,372.50 ‐ 3.78%
Mar 05, 2021 49,555.00 48,125.00 49,745.00 46,295.00 8.93K 2.58%
Mar 04, 2021 48,310.00 50,970.00 52,190.00 47,425.00 11.80K ‐5.09%
Mar 03, 2021 50,900.00 48,035.00 53,000.00 47,955.00 6.34K 6.44%
Mar 02, 2021 47,820.00 49,425.00 50,550.00 47,245.00 5.99K ‐2.15%
Mar 01, 2021 48,870.00 45,500.00 49,985.00 45,150.00 7.20K 7.35%
Feb 28, 2021 45,522.50 45,700.00 46,125.00 45,160.00 ‐ ‐3.15%
Feb 26, 2021 47,001.60 48,165.00 48,300.00 44,270.00 0.75K ‐4.31%
Feb 25, 2021 49,120.00 48,810.00 52,040.00 48,010.00 7.07K ‐0.03%
Feb 24, 2021 49,135.00 48,450.00 51,310.00 47,010.00 8.08K 3.09%
Feb 23, 2021 47,660.00 54,515.00 54,515.00 44,900.00 18.21K ‐11.28%
Feb 22, 2021 53,720.00 57,450.00 57,790.00 48,320.00 18.52K ‐8.20%
Feb 21, 2021 58,520.00 57,920.00 58,580.00 57,920.00 ‐ 5.38%
Feb 19, 2021 55,530.00 52,035.00 56,575.00 50,695.00 11.46K 6.09%
Feb 18, 2021 52,340.00 52,680.00 53,080.00 51,250.00 8.34K ‐0.84%
Feb 17, 2021 52,785.00 49,300.00 53,210.00 49,115.00 9.78K 7.89%
Feb 16, 2021 48,925.00 49,415.00 51,065.00 45,950.00 15.41K 1.32%
Feb 15, 2021 48,287.50 49,000.00 49,490.00 46,005.00 ‐ ‐1.47%
Feb 14, 2021 49,007.50 48,440.00 49,492.50 48,440.00 ‐ 2.01%
Feb 12, 2021 48,040.00 48,000.00 49,500.00 46,500.00 7.53K 1.08%
Feb 11, 2021 47,525.00 45,615.00 49,215.00 44,345.00 9.07K 5.81%
Feb 10, 2021 44,915.00 47,500.00 48,060.00 43,950.00 9.74K ‐5.97%
Feb 09, 2021 47,765.00 45,210.00 48,885.00 45,175.00 11.11K 6.73%
Feb 08, 2021 44,755.00 39,025.00 45,500.00 38,305.00 14.37K 14.18%
Feb 07, 2021 39,197.50 37,875.00 39,457.50 37,875.00 ‐ 3.11%
Feb 05, 2021 38,015.00 37,700.00 38,755.00 36,895.00 4.77K 0.26%
Feb 04, 2021 37,915.00 37,660.00 39,200.00 36,435.00 6.04K 1.40%
Feb 03, 2021 37,390.00 36,015.00 37,790.00 35,740.00 4.81K 3.37%
Feb 02, 2021 36,170.00 33,680.00 36,370.00 33,605.00 5.83K 6.38%
Feb 01, 2021 34,000.00 33,315.00 35,005.00 32,530.00 6.29K 1.97%
Jan 31, 2021 33,342.50 34,232.50 34,330.00 33,060.00 ‐ ‐10.47%
Jan 29, 2021 37,242.30 33,515.00 38,755.00 32,000.00 ‐ 14.07%
Jan 28, 2021 32,650.00 30,640.00 33,355.00 29,860.00 7.27K 3.73%
Jan 27, 2021 31,475.00 32,655.00 32,925.00 29,075.00 13.65K ‐1.49%
Jan 26, 2021 31,950.00 32,665.00 32,845.00 30,800.00 8.49K ‐4.46%
Jan 25, 2021 33,440.00 32,300.00 34,930.00 32,035.00 8.77K 2.33%
Jan 24, 2021 32,680.00 33,617.50 33,617.50 32,420.00 ‐ ‐2.68%
Jan 22, 2021 33,580.00 30,825.00 33,860.00 28,900.00 12.90K 5.20%
Jan 21, 2021 31,920.00 35,200.00 35,740.00 30,930.00 13.37K ‐8.89%
Jan 20, 2021 35,035.00 36,700.00 36,845.00 33,435.00 9.62K ‐4.26%
Jan 19, 2021 36,595.00 36,250.00 38,155.00 34,890.00 14.76K ‐0.49%
Jan 18, 2021 36,775.00 35,915.00 37,637.50 34,875.00 ‐ 2.39%
Jan 17, 2021 35,915.00 36,425.00 36,565.00 35,765.00 ‐ 0.81%
Jan 15, 2021 35,625.00 39,205.00 39,980.00 34,555.00 14.05K ‐10.05%
Jan 14, 2021 39,605.00 37,500.00 40,365.00 36,915.00 10.51K 8.88%
Jan 13, 2021 36,375.00 34,055.00 37,580.00 32,610.00 9.79K 5.43%
Jan 12, 2021 34,500.00 34,840.00 37,050.00 32,780.00 14.58K 2.13%
Jan 11, 2021 33,780.00 38,925.00 39,165.00 31,105.00 22.21K ‐12.60%
Jan 10, 2021 38,650.00 40,350.00 40,350.00 38,422.50 ‐ ‐2.20%
Jan 08, 2021 39,520.00 40,275.00 42,730.00 37,000.00 15.38K ‐0.26%
Jan 07, 2021 39,625.00 36,445.00 41,000.00 36,445.00 16.83K 8.37%
Jan 06, 2021 36,565.00 34,655.00 37,035.00 33,780.00 19.47K 5.94%
Jan 05, 2021 34,515.00 31,655.00 34,680.00 30,250.00 8.15K 9.40%
Jan 04, 2021 31,550.00 33,405.00 34,170.00 28,440.00 15.00K ‐5.72%
Jan 03, 2021 33,465.00 29,197.50 34,095.00 29,197.50 ‐ 14.53%
Jan 01, 2021 29,220.00 29,220.00 29,220.00 29,220.00 ‐ ‐0.56%
277 3
RWS-1
RESPONDENTS’ WITNESS STATEMENT 1
NICO MANSOR
I. BACKGROUND
1. I provide this witness statement on behalf of the Respondents in this arbitration, Bitcoin
Investors Company Pte Ltd (BIC) and Digital Gold Pte Ltd.
2. The facts and matters set out in this statement are based on my first-hand knowledge of the
events in question or are based on information provided by others which I believe to be true.
While I have prepared this statement with the assistance of Respondents’ lawyers, I have
reviewed it carefully and confirm that it accurately expresses my testimony.
II. INTRODUCTION TO MY ROLE AT BIC
3. I joined BIC in October 2018 as the Manager of its Investment Department. On 1 January 2020, I
was appointed the Chief Financial Officer (CFO) and have remained in that role to date.
4. As CFO of BIC, my duties include overseeing the finance, accounting, and investment decisions
of the company. I am also closely involved in negotiating major deals on behalf of the company,
including the Bitmine deal in 2021.
III. BIC’S DECISION TO ACQUIRE BITMINE
5. In general, significant investment decisions at BIC must go through the Investment Committee
(IC). The IC is a five-person committee that is chaired by a BIC director. It scrutinises investment
proposals and makes a recommendation to the full Board of Directors on whether to proceed
with the investment. Once the IC makes a recommendation, the decision is usually approved by
the Board of Directors as a matter of course. As the CFO of BIC, I was a member of the
Investment Committee.
6. In late June 2021, BIC heard that Cryptotech was looking to sell Bitmine, which owns and
operates one of the largest bitcoin mining farms in the world. BIC was extremely interested in
this opportunity and submitted a letter to Cryptotech on 5 July 2021, expressing our interest in
acquiring Bitmine at a price of up to USD 200 million and requesting an opportunity to conduct
due diligence on the company.1
7. Cryptotech responded positively and, after signing a term sheet,2 they granted us access to
Bitmine’s documents, employees, and mining sites. BIC then assembled a team comprising BIC
employees and external legal, financial, and technical advisers to conduct due diligence on
Bitmine over a period of four weeks.
1 Exhibit C-4.
2 Exhibit C-5.
278
RWS-1
8. The due diligence team completed its investigations on 10 August 2021 and submitted reports
to the IC covering various aspects of Bitmine’s business and operations.3 The reports did not
disclose anything of major concern and the IC was satisfied that Bitmine was a worthwhile
investment. We therefore recommended to the Board of Directors that BIC proceed with the
purchase of the company at a purchase price of not more than USD 200 million. The Board of
Directors granted approval for the proposed investment on those terms.
9. We then wrote to Cryptotech on 16 August 2021, informing it that we were satisfied with the
results of our due diligence investigations and had received the necessary approvals to proceed
with the transaction, subject to agreement on financial terms.4
10. While we initially offered USD 200 million for Bitmine, Cryptotech proposed on 20 August 2021
that the purchase price be denominated in bitcoin instead and suggested a purchase price of
4,000 bitcoin. When Cryptotech made the proposal, one bitcoin was worth around USD 48,901,
which translated to a purchase price of USD 195.6 million. That was below the amount that we
were prepared to pay for Bitmine. Further, bitcoin appeared to be near its peak given that the
average price of one bitcoin was around USD 37,100 over the preceding 90 days (i.e., 22 May to
19 August 2021). Since the proposal appeared favourable and Cryptotech assured us flexibility
in the event of significant unforeseeable price fluctuations between the signing and closing of
the SPA,5 we agreed to denominate the purchase price in bitcoin.
11. The parties signed the Share Purchase Agreement (SPA) on 3 September 2021.6 On that date,
one bitcoin was worth around USD 50,000, which meant that the purchase price under the SPA
was equivalent to USD 200 million, which corresponded to our original offer.
IV. BIC’S DISCOVERY OF CRYPTOTECH’S BREACHES OF THE SPA
12. On 13 September 2021, BIC sent a team of employees to Bitmine’s offices (the Transition
Committee) to familiarise themselves with Bitmine’s operations and prepare for the transition
of ownership. The team was headed by a Deputy Manager in BIC’s Investment Department,
Dylan Dayal.
13. On 20 September 2021, I received an email from Dylan Dayal reporting on various issues that
the Transition Committee discovered during its first week at Bitmine.7 The most concerning of
these was the discovery that Bitmine was in breach of Cryptasian regulations that imposed limits
on the amount of non-renewable energy that it could use at its mining sites (the Energy
Regulations). Specifically, Dylan reported that:
3 See e.g. RWS-2, Annex 1.
4 Exhibit C-7.
5 Exhibit R-6.
6 Exhibit R-1.
7 RWS-2, Annex 2.
279
RWS-1
a. In 2020, Bitmine exceeded the applicable non-renewable energy cap by 1,183 gigawatt
hours.
b. In 2021, Bitmine was on track to exceed the applicable cap by a similar amount and
there was not enough time to reconfigure Bitmine’s energy mix to comply with the cap
by the end of 2021.
14. After learning of these breaches, BIC sought legal advice from its Cryptasian law firm, NMP Law.
We were advised that Bitmine’s breach in 2020 exposed it to a potential penalty of USD 11.83
million in 2020.8 This was obviously very alarming to BIC given that the penalty for one year
alone amounted to almost 6% of our valuation of Bitmine.
15. Bitmine’s breaches were not disclosed to BIC before the SPA was signed. Had BIC known of
these breaches at the time, we definitely would not have agreed to acquire Bitmine as the legal
risks were too great, especially for a foreign investor like BIC.
16. On 25 October 2021, I sent an email to the CEO of Cryptotech, Charlie Hong, raising the issue
with Cryptotech and seeking its views on how it could be resolved.9
17. Charlie replied on 26 October 2021, claiming that the issue was not a cause for concern given
that the Energy Regulations were not enforced strictly.10 Charlie helped set up a call with
between me and the Director of the Renewable Energy Directorate (the RED), Wang Chen, to
discuss the issue further.
18. I spoke with Chen on 27 October 2021. My recollection of our discussions is summarised below.
a. Chen sought to assure me that the RED adopted a lax approach towards enforcing the
Energy Regulations and has not penalised any company for failing to comply with the
limits on non-renewable energy.
b. I told Chen, however, that BIC could not rely on mere administrative forbearance in the
enforcement of a law when making its investment decisions. There was a possibility
that the regulatory posture could change (e.g., if there is a change in the officials in
charge) and this presented a significant legal risk for the company. I asked if they could
provide a written commitment that Bitmine would not be penalised for any breaches of
the Energy Regulations.
c. Chen replied that it might be possible to ask the Ministry of Energy to reduce the non-
renewable energy limits to levels that Bitmine would satisfy through a formal
amendment to the Energy Regulations.
8 Annex 1.
9 Exhibit C-9.
10 Exhibit C-9.
280
RWS-1
d. I thanked Chen and said that the SPA was scheduled to be closed on 16 November 2021
and we needed the issue to be resolved before then.
e. Chen said he would look into it but he could not make any promises in this regard.
19. On 5 November 2021, Charlie Hong informed me by email that the Energy Regulations had been
amended as promised by Wang Chen.11 The amendment increased the limits on non-renewable
energy from 2021 to 2025 so that they became more feasible to meet.
20. I was dismayed to see, however, that the limit for 2020 was inexplicably not amended. This
meant that Bitmine remained exposed to a potential USD 11.83 million penalty for its previous
breach in 2020.
V. BIC’S DECISION TO TERMINATE THE DEAL
21. On 12 November 2021, the IC met in BIC’s offices in the Tech Republic to discuss whether to
proceed with the acquisition of Bitmine in light of the new developments since the signing of the
SPA.
22. Before the meeting, the IC members were provided with a report from the Transition
Committee, which summarised the findings of the Transition Committee and recommended that
the IC approve the closing of the deal on 16 November 2021.12
23. Dylan Dayal, from the Transition Committee, gave a presentation on the status of the Bitmine
acquisition at the meeting. The presentation was consistent with the content of the Transition
Committee’s report and painted a broadly positive picture of Bitmine.
24. However, the report also outlined some outstanding areas of risk, which the Investment
Committee spent some time asking questions about. In particular, I recall that there were
questions from the IC members regarding the risks arising from fluctuations in the price of
bitcoin as well as breaches of Cryptotech’s representations and warranties under the SPA due to
accounting errors and Bitmine’s breach of the Energy Regulations.
25. BIC’s General Counsel, James Albright, noted that Cryptotech’s breaches of its representation
and warranties meant that the requirements for closing had not been satisfied. Accordingly, BIC
was not obliged to proceed with closing the transaction under the terms of the SPA and could in
fact terminate it.
26. After due consideration of all the matters discussed at the IC meeting, I expressed the view that
the risks were too great and BIC should not proceed with the acquisition of Bitmine. The key
reason for my decision was the fact that there were material breaches of Cryptotech’s
representations and warranties, particularly due to the energy issue, which remained
unresolved.
11 Exhibit C-9.
12 Exhibit R-8, Annex A.
281
RWS-1
27. In the end, the majority of the IC voted on 12 November 2021 to recommend to the Board of
Directors not to proceed with the transaction. Our recommendation was submitted to the Board
of Directors on the same day.
28. Despite the outcome of the IC meeting, the decision to withdraw from the deal would not be
official until the Board of Directors deliberated and took a decision on the IC’s recommendation.
Accordingly, we could not express a concluded view on the transaction to Cryptotech until the
Board of Directors made its decision.
29. The Board of Directors met on 16 November 2021 and approved the IC’s recommendation to
terminate the deal. The Board decided that the news should be conveyed in person to
Cryptotech by a BIC director, Mahatma Singh, who would travel to Cryptasia on 19 November
2021 for that purpose. I called Charlie Hong on 18 November 2021 to set up the meeting but
had no involvement in it thereafter.
30. Mahatma Singh was unavailable to give evidence in this arbitration as he retired from BIC on
1 January 2022. But I have spoken to him, and he confirmed that he informed Cryptotech of
BIC’s decision to terminate the SPA because of Cryptotech’s breaches of the SPA. He added that
he tried to convey the message in a diplomatic fashion so as to preserve the relationship
between the parties in case there are future opportunities for collaboration.
[signed]
Nico Mansor
1 July 2022
282
Exhibit RWS-1, Annex 1
From: Page, Karen <kpage@nmplaw.com>

Sent: Friday, October 22, 2021 5:15 PM
Cc: Albright, James <James.Albright@bic.com>
Subject: Advice on potential breaches of energy regulations by Bitmine
Dear Nico
I refer to our telephone conversation on Wednesday.
In 2020, the limit on non-renewable energy under Regulation 22/2019 (“Energy Regulations”) was 80%.
We understand that in 2020, Bitmine’s bitcoin mines consumed a total of 7,886.67 gigawatt hours of
electricity, of which 95% were from non-renewable sources. Accordingly, Bitmine exceeded the
applicable limit by 15%, or 1,183 gigawatt hours.
Under Article 5(2) of the Energy Regulations, the penalty for exceeding the caps on non-renewable
energy is 60,000 Cryptasian Dollars (equivalent to USD 10,000) per gigawatt hour. Thus, Bitmine is
potentially exposed to a penalty of USD 11,830,000 for its breach of the Energy Regulations in 2020.
The relevant authority responsible for enforcing the Energy Regulations is the Renewable Energy
Directorate, which is required to publish any decision to penalise a company. From our review of public
records, no company in Cryptasia has ever been penalised for exceeding the limits on non-renewable
energy under the Energy Regulations. This is despite the fact that many, and probably all, crypto-mining
companies have breached the regulations because of the lack of renewable energy in Cryptasia. The
likelihood of Bitmine being penalised for its 2020 breach is thus very low.
If the authority decides to impose a penalty on Bitmine for its breach of the Energy Regulations, it must
first issue to Bitmine a Notice of Infringement which specifies the breach and the proposed penalty to be
imposed. Bitmine must then be given at least 30 days to make representations to the authority. Under
Cryptasian administrative law, there are various grounds on which Bitmine could challenge the
authority’s decision, such as an unjustified and prejudicial delay in issuing the infringement decision or a
lack of equal treatment compared to other similarly situated companies. We would be happy to advise
you further on possible grounds for challenge should that become necessary.
Please let me know if you have any further questions or concerns.
Regards
Karen
Karen Page
Partner
NMP Law
283
RWS-2
RESPONDENTS’ WITNESS STATEMENT 2
DYLAN DAYAL
I. BACKGROUND
1. I provide this witness statement on behalf of the Respondents in this arbitration, Bitcoin
Investors Company Pte Ltd (BIC) and Digital Gold Pte Ltd.
2. The facts and matters set out in this statement are based on my first-hand knowledge of the
events in question or are based on information provided by others which I believe to be true.
While I have prepared this statement with the assistance of Respondents’ lawyers, I have
reviewed it carefully and confirm that it accurately expresses my testimony.
II. INTRODUCTION TO MY ROLE AT BIC
3. I am a Deputy Manager in BIC’s Investment Department. BIC’s Investment Department is

responsible for vetting all of the company’s proposed investments and making sure that the
investment process is completed smoothly.
4. Between June and November 2021, I was assigned to lead the Bitmine project and was closely
involved in the due diligence process for Bitmine. After the Share Purchase Agreement (SPA)
with Cryptotech was signed1 and the Parent Company Guarantee issued by Digital Gold Pte
Ltd.,2 I led the BIC Transition Committee that was posted to Bitmine’s offices to conduct
preparatory work in anticipation of the deal closing.
III. THE DUE DILIGENCE PROCESS FOR THE BITMINE DEAL
5. BIC commenced due diligence investigations on Bitmine on 14 July 2021.
6. We were assisted in the process by external legal, technical, and financial advisors who were
familiar with the regulatory framework and bitcoin mining industry in Cryptasia. The advisors
were instructed to carry out the due diligence investigations at a standard that was customary
for international share purchase transactions in the tech industry.
1 Exhibit R-1.
2 Exhibit R-1 bis.
284
RWS-2
7. As is customary for all our transactions today, we also engaged advisors to advise us on whether
the deal was consistent with the company’s policy of progressively decarbonising our business. I
personally took an active interest in that issue as 10% of my remuneration is linked to our
publicly stated goal of reducing carbon emissions by a minimum of 10% each year.
8. I was responsible for managing and coordinating the due diligence process. For example, I would
send requests and questions to Bitmine’s employees on behalf of the external advisors so that
they could obtain the information they needed to conduct their analysis.3
9. Between 14 July and 10 August 2021, BIC and its external advisors reviewed documents
provided to us by Bitmine, interviewed Bitmine’s staff, and inspected Bitmine’s mining facilities.
Based on the information gathered, BIC’s advisors prepared reports covering all material aspects
of Bitmine’s business and operations.4 The report did not reveal any significant risks concerning
the Bitmine acquisition.
10. At no point during the due diligence process did Bitmine inform us that it had breached the
energy regulations in Cryptasia and was exposed to a significant financial penalty as a result, nor
did it occur to us that it was necessary to even ask such a question. Our climate change advisors
noted the existence of the energy regulations, which reassured me that the company’s
decarbonisation goals (and my remuneration) would not be jeopardised by the deal. We
therefore did not feel it necessary to record in the SPA any express requirements regarding
Bitmine’s carbon emissions.
IV. BIC’S DISCOVERY OF BITMINE’S BREACHES OF THE ENERGY REGULATIONS
11. After the SPA was signed, I and a few other employees (the Transition Committee) were posted
to Bitmine’s offices with Bitmine’s consent beginning on 13 September 2021. Our role was to
familiarise ourselves with Bitmine’s operations and prepare for the transition of ownership to
BIC.
12. On 14 September 2021, during a briefing on various matters that BIC should attend to after
assuming control of Bitmine, one of Bitmine’s managers, Sun Wukong, informed me that:
a. under Cryptasian regulations that came into force since 1 January 2020 (the Energy
Regulations), Bitmine was required to comply with certain limits of the use of non-
renewable energy for bitcoin mining;
b. Bitmine exceeded the relevant limit in 2020;
c. Bitmine was on track to exceed the relevant limit in 2021 as well; and
3 See e.g. Exhibit C-12.
4 See e.g. Annex 1.
285
RWS-2
d. going forward, to ensure compliance with the Energy Regulations, Bitmine should start
switching some of its energy suppliers from non-renewable to renewable sources.
13. I was alarmed to hear that Bitmine had breached the Energy Regulations, which we had not
been previously told. I asked Sun to send me more information on this issue via email. He did so
the following day.5 Based on the information received, I reported the issue to BIC’s CFO in my
weekly report on 20 September 2021.6
V. BIC’S TERMINATION OF THE DEAL
14. The deal to acquire Bitmine was scheduled to be closed on 16 November 2021. According to
BIC’s internal procedures, the Board of Directors had to approve the closure of any significant
deal (such as the Bitmine acquisition) even though the Board had previously approved the
execution of the SPA. The reason for that is because new developments might have occurred
between the signing of the SPA and the date of the closing which might change management’s
view of the investment. The Board of Directors would of course consider the views of the
Investment Committee (IC) before making a decision.
15. Accordingly, on 11 November 2021, I submitted a written report to the IC which summarised the
Transition Committee’s findings and recommended that the IC approve the closing of the deal.7 I
also attended the IC meeting the following day where I presented the Transition Committee’s
findings and recommendation to close the transaction.
16. Ultimately, however, the majority of the IC took the view that BIC should not proceed with the
closing of the transaction because of the various legal and commercial risks, including the
penalty risk arising from Bitmine’s failure to comply with the Energy Regulations. The Board of
Directors endorsed the IC’s recommendation to terminate the Bitmine deal on 16 November
2021.
17. On 19 November 2021, one of BIC’s directors, Mahatma Singh, went to Cryptasia to meet with
Cryptotech’s executives and convey the news. I was assigned to accompany Mahatma Singh to
the meeting given my familiarity with the Bitmine project. On Cryptotech’s side, the meeting
was attended by its CEO, Charlie Hong.
18. At the meeting, Mahatma Singh informed Cryptotech that BIC had decided not to proceed with
the acquisition of Bitmine given its breaches of the SPA.8 While Charlie Hong expressed strong
dissatisfaction with BIC’s decision and suggested that it was baseless, Mahatma Singh chose not
5Exhibit R-7 (the attachments to this email have been omitted as they are voluminous and Claimant does not dispute that
Bitmine breached the regulations).
6 Annex 2.
7 Exhibit R-8.
8 Exhibit R-2.
286
RWS-2
to engage with Charlie Hong on the legality and merits of BIC’s decision so as not to aggravate
Hong any further.
19. In my view, it must have been obvious to Cryptotech that BIC was terminating the deal because
of Bitmine’s breach of the Energy Regulations, given that BIC had informed Cryptotech on
15 November 2021 that it remained concerned about Bitmine’s breach of the 2020 cap and
would not close the transaction until that issue was resolved.9 To date, the issue still has not
been resolved, as no further amendment has been made to the Energy Regulations in respect of
the 2020 cap.
VI. SUSPICION OF CORRUPT ACTIVITIES
20. Cryptotech has suggested that I would not appear and provide testimony in these proceedings.
As I have nothing to hide, and never engaged in any corrupt activities, I provide my testimony
and address specifically to address this sensitive matter.
21. In mid-June 2021, I met Adam Smith at a cryptocurrency conference in The Tech Republic. He
introduced himself as a consultant from Cryptasia with connections to important people in the
country, including senior public officials and CEOs. He told me that one of Cryptasia’s state-
owned companies was looking to sell Bitmine, which is a major bitcoin mining company that I
was aware of. When I indicated that BIC might be interested, he told me that he would be happy
to make the necessary introductions and advise on the deal if BIC engaged him as a consultant.
22. I brought this information to my superiors in BIC and got approval to engage Adam Smith as a
consultant. Since we were unfamiliar with Cryptasia, we thought his contacts and knowledge of
local conditions would be essential in helping us navigate the process of bidding for and
acquiring Bitmine. Although Adam Smith was seeking a fee of USD 1 million for his services, this
seemed reasonable given that value of the target company, which we estimated at around USD
200 million.
23. BIC signed the Consultancy Agreement with Adam Smith on 1 July 2021.10 The agreement
expressly required Adam Smith to comply with all applicable laws as well as BIC’s Code of
Conduct and Professional Ethics for BIC Employees and Anti-Fraud Policy, when performing the
services under the agreement.
24. After Adam Smith was appointed as consultant, I was the main person from BIC who worked
with him on the Bitmine deal. It was clear that he had contacts both at Cryptotech and at all
relevant levels of the Cryptasian administration and gave us valuable insights which helped us
formulate our winning bid for Bitmine and thereafter obtain the necessary governmental
approvals for the acquisition. And indeed, he was hired precisely for that reason.
9 Exhibit C-9.
10 Exhibit R-1 ter.
287
RWS-2
25. I started becoming uncomfortable when Adam sent me an email on 6 July 2021, which
forwarded an email exchange that he had with Charlie Hong of Cryptotech.11 The email
exchange mentioned a meeting that Adam had with Charlie on the same day. The purpose of
this meeting was unclear and it appeared that something might have changed hands during the
meeting, as Charlie told Adam “bring what you promised”. Immediately after the meeting, Adam
informed me that Cryptotech had decided to go with BIC’s bid for Bitmine. Out of an abundance
of caution, I forwarded a copy of this email to BIC’s Ethics & Compliance Department (ECD).
However, they told me that there was no need to take any further action as there was no direct
evidence of any wrongdoing.
26. On 25 October 2021, I had another email exchange with Adam that troubled me. During that
email exchange, he referred to the concerns that BIC had raised about the Energy Issue and said
that he was working to “fix” it. However, he also asked for his consultancy fee to be increased by
USD 50,000 for “additional services” that he needed to perform. I did not know what he was
referring to and rejected the request, making it clear that BIC could not be responsible for any
such services. Again, I forwarded this email to BIC’s ECD. They told me that I was right to reject
Adam’s request and to be careful when dealing with him in the future.
27. I note that these email exchanges were reproduced in the Whistleblower Report dated 18
November 2021.12 To be clear, this report was not filed by me and I do not know who filed it.
Several people had access to the emails, including but not limited to the ECD (which has seven
members) and BIC’s IT personnel (who has access to all our email accounts).
28. On 20 November 2021, Adam sent me another email.13 In the email, he expressed unhappiness
that BIC chose to withdraw from the deal and asked for payment of the remaining USD 500,000
under the Consultancy Agreement. I replied to Adam stating that he was not entitled to the USD
500,000 since the deal did not close, but we could reimburse him for reasonable out-of-pocket
expenses which were supported by receipts.
29. I was shocked when Adam responded on 22 November 2021 implying that he made an illicit
payment to the Director of the Renewable Energy Directorate (which Cryptotech’s CEO
apparently facilitated) in order to expedite the amendments to the Energy Regulations. It also
sounded like he had paid someone to ensure that BIC’s bid for Bitmine was chosen. Needless to
say, none of these payments were authorised by BIC, and we had no knowledge that Adam
would be making these payments when we hired him.
30. On 25 November 2021, I responded to Adam stating that BIC would not be reimbursing him for
the unauthorised payments. I also informed him that the Consultancy Agreement was
terminated with immediate effect and that he should direct any further queries to our General
Counsel. Adam did not respond to that email, and I have not heard from him since then.
11 Exhibit R-3.
12 Exhibit R-3.
13 Exhibit R-10.
288
RWS-2
31. Ultimately, I tend to think that the actions of Adam Smith, along with relevant officials from
Cryptotech and the Cryptasian Government, pose a significant risk to BIC’s reputation (and
potentially those of Digital Gold as well), as BIC can be seen as engaging in corrupt activities.
Thus, even if I was in favour of the acquisition of Bitmine at the time, I now believe that the
termination of the deal with Cryptotech was in the best interests of BIC and fully justified.
[signed]
Dylan Dayal
1 July 2022
289
Technical Due Diligence Report

ATH Consulting
3 August 2021
Introduction
This report is based on ATH’s review and analysis of key documents (listed in Appendix A);
information that is generally or publicly available; interviews with Bitmine employees; and site
visits. In July 2021, ATH visited three out of five Bitmine mining sites in Cryptasia. We conducted
onsite inspection and interviews with Bitmine personnel. We were assisted by Dylan Dayal from
BIC who also attended the interviews and site visits.
[…]
Mining operations
1. In all of the sites visited, the computer systems were in good working order and operating at a
satisfactory level.
2. The cooling systems were upgraded in 2019 across all sites and the hardware is in good
condition, in accordance with required specifications.
3. The reliability of the power supply is high and there are no reports of significant and/or regular
power outages.
4. About 80% of Bitmine’s power purchase agreements may be terminated by either party with
one month notice, while the remaining 20% are long-term contracts with durations of between
2-4 years.
5. The meters used by Bitmine were last inspected in 2017 and will need to be inspected again
by December 2022 under the applicable regulations.
[…]
Asset information
1. Tangible assets mainly include computer systems and support equipment and construction in
progress of the new mining site in West Cryptasia. Intangible assets primarily comprise digital
bitcoins (400 BTC as of 23 July 2021).
2. In the 2019 and 2020 accounts, no impairment charges were recorded to reflect the fall in the
value of Bitmine’s bitcoin holdings during those years.
[…]
290
Appendix A
List of key documents reviewed
In addition to the documents provided in the data room, the following key documents were
provided to us by Bitmine and formed part of our review:
No. Filename
1. Details of computer equipment.docx
2. Details of lease agreements.docx
3. Details of power purchase agreements.docx
4. Electricity bills Jun2018-Jun2021.pdf
5. 30 06 21 Asset Maintenance Table.xlsx
6. 2019_Annual Report.pdf
7. 2020_Annual Report.pdf
8. Key personnel_employment terms.docx
9. […]
291

Sent: Monday, September 20, 2021 11:20 AM
Subject: RE: Bitmine Transition: Week of 13-17 September 2021
Thanks Dylan. Good work and please keep me posted.

Sent: Monday, September 20, 2021 10:42 AM
Subject: Bitmine Transition: Week of 13-17 September 2021
Dear Nico,
By way of update, our first week in Bitmine went smoothly. Here are some outstanding issues:
1. There are some inaccuracies in Bitmine’s financial statements regarding the value of bitcoin held by
Bitmine. Cryptasian accounting rules require Bitmine to write down the value of its bitcoin holdings if
the price declines, while any price increases cannot be recorded until the bitcoin is sold, but it appears
that Bitmine did not do so in previous years. Nonetheless, these accounting irregularities do not affect
our valuation of Bitmine since the price of bitcoin now has far exceeded their value as recorded on
Bitmine’s books.
2. You may recall that Cryptasian energy regulations limit the amount of non-renewable energy that
Bitmine is allowed to use at its mining sites. Bitmine exceeded the applicable limits by 1,183 gigawatt
hours in 2020. It is also likely to exceed the cap by a similar amount this year as there is not enough time
to reconfigure Bitmine’s energy mix to comply with the cap. However, we are assured by Bitmine’s
employees that this does not raise any concerns since the regulations are just for show and have not
been enforced. In fact, it seems that none of the miners in Cryptasia are able to comply with this
regulation since there is not enough renewable energy in the country.
3. Since the SPA was signed, two of Bitmine’s employees have tendered resignation notices. None of
them are key personnel and Bitmine is in the process of searching for replacements. They will consult us
before hiring anyone new.
Regards,
Dylan Dayal
292

Claimant
vs.

(The Tech Republic)
Respondent 1
and
Digital Gold Pte Ltd (The Tech Republic)

Respondent 2
7 July 2022
Arbitral Tribunal
293
1. PROCEDURAL BACKGROUND
1.1 By an email dated 22 June 2022, Respondents requested the Claimant to produce the
following categories of documents, which Respondents contend are relevant and material to
the bribery/corruption issue in the case:
(a) Request 1: All documents recording any offers and/or expressions of interest received by
Claimant for Bitmine on and between 1 June 2021 and 12 July 2021.
(b) Request 2: All documents recording communications between Claimant’s CEO, Charlie
Hong, and Respondent 1’s Consultant, Adam Smith, relating to Respondent 1’s interest in
the acquisition of Bitmine, on and between 1 June 2021 and 12 July 2021.
(c) Request 3: All documents recording communications between Charlie Hong and (i) Adam
Smith and/or (ii) the Director of the Renewable Energy Directorate, Wang Chen, relating to
amendments to be made to the Energy Regulations, on and between 25 October 2021 and
15 November 2021.
1.2 By an email dated 30 June 2022, Claimant responded to Respondents’ document production
requests as follows:
(a) Request 1: Claimant agrees to produce the documents requested (which were included as
attachments to Claimant's email).
(b) Request 2: Apart from those communications which are recorded in Exhibit R-3
submitted by Respondents, no other responsive documents exist.
(c) Request 3: No responsive documents exist.
1.3 By an email dated 4 July 2022, Respondents applied to the Tribunal for the following orders:
(a) That the documents produced by Claimant in response to Request 1 be marked as
Exhibits R-12 and R-13 and included within the evidentiary record of the arbitration;
(b) That the Tribunal issue an order requiring Claimant to produce the documents requested
in Requests 2 and 3.
1.4 By email of the same date, Claimant did not object to the inclusion of Exhibits R-12 and R-
13 in the evidentiary record of the arbitration, but objected to the further order requested by
Respondents.
2. THE TRIBUNAL’S DECISION

2.1 The Tribunal notes that Claimant has not objected to the principle of the document
production request, which was not initially provided in the procedural calendar, and has not
objected to the inclusion of Exhibits R-12 and R-13 in the record of the case.
294
2.2 As such, having considered the Parties’ submissions, the Tribunal decides as follows:
(a) The documents produced by Claimant in response to Request 1 shall be marked as
Exhibit R-12 and R-13, respectively, and included within the evidentiary record of the
arbitration; and
(b) Claimant is ordered to conduct a diligent search for documents which are responsive to
Requests 2 and 3 (other than those documents which are already reproduced in Exhibit R-
3), and to either (i) produce any responsive documents found or (ii) to provide a confirmation
that it has not been able to locate any responsive documents despite having conducted a
diligent search, by 28 July 2022.
Place of arbitration: Minerville, The Tech Republic

Date: 7 July 2022

President
[Note: It should be assumed that Claimant provided a confirmation on 28 July 2022 that it
was not able to locate any responsive documents to Requests 2 and 3 (other than those
documents which are already reproduced in Exhibit R-3) despite having conducted a diligent
search.]
295
Exhibit R-12
[Transcryptic Letterhead]
Date: 2 July 2021
To: Cryptotech Inc.

1 Central Square
Cryptasia
Sale of Bitmine
Dear Sirs
We refer to the potential sale of Bitmine Inc by Cryptotech.
As you know, Transcryptic Inc is the largest operator of cryptocurrency mines in Cryptasia.
Transcryptic Inc believes that Bitmine would be a valuable addition to its existing network of mines
and would be interested in exploring a potential deal. We are willing to offer a range of 1.1-1.3
billion Cryptasian Dollars (negotiable), of which up to 80% will be in cash and the remaining in
Transcryptic stock, although we are exploring other funding options that may enable us to make
an all-cash offer as well.
We look forward to hearing from you.
Sincerely
[Signature]
Transcryptic Inc.
296
Exhibit R-13
From: gene@virtualdollar.biz
Sent: Monday, June 28, 2021 2:12 PM
To: info@cryptotech.com
Subject: Interested in buying Bitmine
Hello,
I heard that your company is looking for a buyer for Bitmine. I am a private investor looking to
invest in crypto mining facilities all around the world. I have a sizeable war chest of bitcoin to
invest – around 4447 BTC and growing – and can pay. You can find more about my company in
the link below. Interested ? Let me know and we can discuss further !
Regards,
Gene Parmigiana
VirtualDollar LLC
www.virtualdollar.biz
297
From: c.tjones@jonesassociates.adv
Sent: Friday, 15 July, 2022 13:52
To: sdenoel@d-g.com; rgary@d-g.com; sy@ayaki.sn; jb@ayaki.sn
Cc: ica1000 <ica1000@iccwbo.org>; andrea-saddemi@italo-arbiter.com; d-xi-
tzang@nationaluni.edu.tr
Subject: ICC Case 2700B/EZA
Dear Counsel,
The Pre-Hearing Case Management Conference will be held by video conference (MS Teams)
on 29 July 2022 at 2.00 p.m. Dial-in details will be circulated to the Parties’ counsel in due
course.
The Parties’ counsel are invited to provide, during the Pre-Hearing Case Management
Conference, the list of attendees including a final list of witnesses and experts to be cross-
examined at the Hearing scheduled on 15 August 2022.
Thank you.
Yours Sincerely,
298

Claimant
vs.

(The Tech Republic)
Respondent 1
and
Digital Gold Pte Ltd

(The Tech Republic)
Respondent 2
1 August 2022
Online Hearing Protocol
Arbitral Tribunal
299
1. GENERAL
1.1 The Parties have agreed to hold remotely the hearing scheduled on 15 August 2022
(the “Hearing”).1
1.2 The Hearing will be conducted in accordance with this protocol (the “Protocol”), which
is intended to supplement to the extent necessary the existing procedural orders, or
procedural terms, that otherwise govern the conduct of the proceeding.
2. HEARING TIMETABLE (SUBJECT TO CHANGE, IF NECESSARY)
2.1 The hearing will take place from 9:00 a.m. until 12:30 and 2:00 p.m. until approx. 6:00 p.m.
2.2 The Parties agree that an additional hour shall be held as reserved time in the event there
are any technical issues which delay the proceedings.
3. PLATFORM
3.1 The Parties have agreed that the Hearing will be held by videoconference using the Zoom
platform. For all purposes, the Hearing will be deemed to have taken place in Minerville,
The Tech Republic, the place of the arbitration.
3.2 The President of the Tribunal shall be made the host and moderator of the Hearing to the
extent possible.
3.3 A trial videoconference shall be held at 12:00 noon on 11 August 2022 with the Participants
to verify the proper functioning of the platform.
3.4 The Parties shall use all reasonable efforts to ensure that all locations (if different) for their
Participants meet the logistical and technological requirements as stated in this Protocol.
3.5 The Parties shall ensure that all the Participants who attend the Hearing for that Party have
been made aware of the Protocol and confirm that they will abide by the Protocol.
4. PARTICIPANTS
4.1 An indicative list of the persons who will be attending the Hearing:
On behalf of Claimant
i. Legal Counsel - DENöEL - GäRY INTL. LLP
Samantha Denoel
Romain Gary
ii. Claimant's witnesses
Charlie Hong, CEO of Cryptotech
Wang Chen, Director of the Cryptasian Renewable Energy Directorate
iii. Claimant's expert: Cris Garcia, Focus Economics
1This procedural order establishes that the hearing will take place on 15 August 2022 in attention to Article 4(1) of
Appendix VI of the Rules. However, please disregard that date and keep in mind that the oral hearings of the Cross-
Examination Moot will take place between 28 November and 2 December 2022.
300
On behalf of Respondents
i. Legal Counsel - Ayaki & Brothers Inc.
Sae Youn Ayaki
James Brothers
ii. Respondents’ witnesses
Nico Mansor, Chief Financial Officer of BIC
Dylan Dayal, Deputy Manager of BIC's Investment Department
iii. Respondents’ expert: Taylor Rochelle, QERG
i. Andrea Saddemi, Co-arbitrator

ii. Dominique (Dom) Xi-Tzang, Co-arbitrator
iii. Camille Taylor-Jones, President
4.2 No persons other than individuals previously identified and accepted by the Tribunal as
attendees shall be allowed to view or listen in on the Hearing.
4.3 On the day of the Hearing, each Participant shall use the following format for their
username on the videoconference platform: [First name] [Last name]
(Claimant/Respondent/Tribunal).
4.4 Participants may not use a ‘Virtual Background’. Instead, the remote room in which they
are located must be visible at all times.
5. INTERNET CONNECTION, DEVICES AND BACK-UPS IN CASE OF

TECHNICAL FAILURE
5.1 All Participants should ensure that their Ethernet or wireless internet connection is secure
and table throughout the Hearing.
5.2 All Participants shall make reasonable efforts to ensure that there will be clear video and
audio transmission during the Hearing.
5.3 The Parties shall provide a telephone number to be used as a back-up option in the event
of a breakdown in communications or technical difficulties.
6. DEMONSTRATIVE EXHIBITS
All exhibits and documents used in the course of the Hearing shall be made available via
screensharing from the Party presenting the document.
7. WITNESS AND EXPERT EXAMINATION
7.1 The examination of fact witnesses and experts (‘Witnesses’) shall be governed by the rules
set out in the Cross-Examination Moot Rules.
7.2 Witnesses’ faces must be clearly visible while testifying. To the extent possible, a witness’
webcam should be positioned at face level, relatively close to the witness (e.g. by
positioning a laptop on a stack of books). If two cameras are used for the purpose of
examining a witness, the second camera shall be placed behind the witness, in a location
301
that allows a view of the entire room, as well as of the witness’ desk or table. Witnesses
should give evidence from a clear desk or table. If this is not strictly possible, the Tribunal
may ask a witness to orient their webcam to provide a closer view of any materials in the
witness’ environment in order to verify that the witness is not referring to or relying upon
unsanctioned information while testifying. At any time, the Tribunal may ask a witness to
orient their webcam to provide a 360-degree view of the remote venue in order to confirm
that no unauthorised persons are present and that no unauthorised devices or notes are
being used or relied upon.2
7.3 Prior to any Witness providing their evidence, the Arbitral Tribunal will ask each Witness
to make an oath or affirmation as to the truth of their evidence and that they act in
accordance with the Arbitral Tribunal’s procedures.
8. ONLINE ETIQUETTE
To achieve the necessary level of cooperation and coordination for a successful hearing by
videoconference, each Participant undertakes to observe the following:
(i) identify its lead speaker(s);

(ii) refrain from interrupting any speaker;
(iii) use the videoconference facilities reasonably and responsibly;
(iv) avoid using equipment that interferes with connectivity;
(v) refrain from any unauthorised recording;
(vi) avoid wasting time during the hearing;
(vii) mute microphones when not speaking;
(viii) require the Participants which it brings to the hearing to observe the same
obligations; and
(ix) take whatever measures or practices are necessary to support the procedural
efficiency of the Hearing.
9. CONFIDENTIALITY, PRIVACY AND SECURITY
Password-protection
9.1 The log-in details for the videoconference shall be circulated the President of the Arbitral
Tribunal at least three business days prior to the start of the Hearing. The log-in details
should only be communicated to the individuals listed on the list of Participants.
Attendance of Participants
9.2 As a matter of principle, attendance at the hearing will be restricted to the Participants. In
the event that a party wishes any other person to attend any portion of the hearing, it shall
submit a request well in advance with the reasons such attendance is necessary or desirable.
The parties shall attempt to reach agreement on such requests, failing which the tribunal
shall decide whether to authorise the request.
Recording
9.3 No recording of any part of the hearing (including the audio track) may be made unless
2https://iccwbo.org/publication/icc-arbitration-and-adr-commission-report-on-leveraging-technology-for-fair-
effective-and-efficient-international-arbitration-proceedings/
302
authorised in advance by the tribunal. An audio recording of the hearing shall be made by
the stenographers retained for the purposes of preparing a common transcript. Any other
proposed recording shall be requested at least 48 hours in advance of the relevant portion
of the hearing.
9.4 In any event, the official record of the hearing shall be the written transcript as corrected
or commented upon by the parties.
Compliance with Privacy Laws
9.5 The parties are responsible for jointly considering and raising well in advance of the hearing
(no less than two weeks) any laws applicable at the location of any Participant that may
present an obstacle or issue of legal compliance with privacy, confidentiality, data
protection and security requirements. After consulting the parties, the tribunal shall decide
on what measures, if any, to take to address any applicable privacy and security
requirements or standards that may impact the access or connectivity of any of the
Participants.
Privacy
9.6 To safeguard the privacy of the video hearing, no Participant shall join from a public setting
or use unsecured, public Wi-Fi.
Further security measures
9.7 In the event that any party considers that further security measures are required to
safeguard the integrity of the Hearing or reduce the risk of cyber-attacks, infiltration or
unauthorised access to the hearing, that party must raise such concerns immediately upon
learning of the reason for such concerns. After consulting the parties, the tribunal shall
decide what further measures, if any, shall be taken in this regard.3
10. COSTS
The Parties agree to equally share costs associated with the remote Hearing.
11. AGREEMENT NOT TO CHALLENGE THE AWARD ON THE BASIS OF A

VIRTUAL HEARING
The Parties agree not to challenge the Tribunal’s decision or award in any subsequent proceeding
on the basis that the Hearing was held remotely rather than in person.
Place of Arbitration: Minerville, The Tech Republic
Date: 1 August 2022
On behalf of the Tribunal

President
3https://iccwbo.org/content/uploads/sites/3/2020/12/icc-checklist-cyber-protocol-and-clauses-orders-virtual-
hearings-english.pdf
303
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2022 EDITION

Dear Madame and Sir,

The Secretariat of the International Court of Arbitration of the International Chamber of

We acknowledge receipt of the US$ 5 000 non-refundable filing fee.

VAT payable on ICC Administrative Expenses

Requirements under Article 4(4)

Your Case Management Team

Elina Zlatanska, Counsel ........................................................ (direct dial number + 0 123 1000)

encl. - ICC Rules of Arbitration (click here to download them)

Further to the Secretary General’s correspondence to CRYPTOTECH INC. (“Claimant”) dated

Notification of a Request for Arbitration

Expedited Procedure Provisions

Answer to the Request

Joinder of Additional Parties

Funding of Claims or Defences

Constitution of the Arbitral Tribunal

We invite Respondents’ comments on Claimant’s suggestion in the Answer or in any request

The amount in dispute is currently estimated at BTC 100.

VAT payable on ICC Administrative Expenses

Note on VAT Applicable on ICC Administrative Expenses (“Explanatory Note”) available on

Publication of Information on the Website

Pursuant to section “Publication of Information Regarding Arbitral Tribunals, Industry Sector

Pursuant to section “Publication of Awards, Procedural Orders, Dissenting and/or Concurring

Efficient Conduct of the Arbitration

If Respondents are represented by counsel, we invite Respondents to provide the relevant

Communication with the Secretariat

Your Case Management Team

Elina Zlatanska, Counsel ........................................................ (direct dial number + 0 123 1000)

encl. - ICC Rules of Arbitration (click here to download them)

2021 ICC Arbitration Rules

Bitcoin Investors Company Pte. Ltd. (BIC)

Digital Gold Pte. Ltd.

DENöEL - GäRY Intl. LLP

5. Cryptotech is a state-owned technology company 3 involved in various crypto-related

6. Claimant is represented in these proceedings by DENöEL - GäRY International LLP. All

Samantha Denöel – sdenoel@d-g.com

7. BIC is a private equity company specializing in cryptocurrency assets and investment in

10. BIC’s contact details pursuant to the SPA are:

11. Digital Gold’s contact details pursuant to the Guarantee are:

 Max Magoo – m.magoo@digitalgold.com

STATEMENT OF CLAIMANT'S CASE

14. Article 2 of the SPA provides that:

a. 400 bitcoin immediately upon the signing of this Agreement; and

b. 3,600 bitcoin at the Closing.

Unless agreed otherwise, payment shall be made by Buyer’s delivery of bitcoin

17. On 19 October 2021, Cryptotech rejected BIC’s proposal.5

Respondent 1's Breaches of the SPA

Respondent 2's Liability for Respondent 1’s Breaches of the SPA

Claimant's Requests for Relief

The Arbitration Agreement, Law, Language and Place of Arbitration

Article 9.2 of the SPA

Article 14 of the Guarantee

27. Claimant and Respondents are signatories to the arbitration agreements.

“This Agreement is governed by the laws of Cryptasia.”

Constitution of the Arbitral Tribunal

35. The contact details are as follows: andrea-saddemi@italo-arbiter.com.

Submission and Notification of the Request for Arbitration

Respectfully submitted for and on behalf of Cryptotech Inc.

DENöEL - GäRY International LLP

C-3 Termination of the Share Purchase Agreement dated 25 November 2021

SHARE PURCHASE AGREEMENT (this “Agreement”), dated 3 September 2021, between

For the purposes of this Agreement:

“Business”: means Bitmine’s business of using computer systems to mine bitcoin.

Sale and purchase