TBW - EXCLUSIVE: Mara's Exaion acquisition includes clause barring EDF from AI and Bitcoin Computing
The now high-profile "Mara-Exaion" deal could take a new turn. According to information from The Big Whale, the contract for the sale of Exaion to US bitcoin miner Mara Holdings contains a provision that has gone almost unnoticed but is fraught with consequences for EDF and France: for two years, the Tricolor giant would no longer be allowed to carry out the slightest activity related to high-performance computing (HPC).
Behind this technical wording potentially lies a ban on operating any HPC activity, be it bitcoin mining, artificial intelligence or sovereign cloud.
A measure that could fuel a little more debate at a time when high-performance computing capabilities are particularly prized. OpenAI (ChatGPT) and French champion Mistral IA are very big consumers of it.
A fuzzy exclusivity clause
The document signed on 11 August 2025 and filed with the US SEC (which The Big Whale was able to view) specifies that EDF undertakes not to engage in "computing, cloud, or HPC-related activity" for 24 months, whether "as a service provider, agent, consultant or otherwise".
A total exclusivity clause, with sufficiently broad contours to block any competing project from Exaion, in which Mara would hold 64% of the capital (for 168 million euros) if the sale is validated in November by Bercy under the control of foreign investments (IEF).
The contract provides for EDF to retain a minority stake and a customer role. But according to several internal sources, the state-owned group would only receive around $20 million net, once capital contributions and internal distributions are deducted.
An amount deemed "ridiculously low" by a source close to the matter, "given the strategic value of the HPC market".
"The most credible interpretation is that EDF would no longer be allowed to do HPC in any form for two years," explains Alexandre Stachtchenko, director of the Institut National du Bitcoin. "But the most worrying interpretation is that the clause could be understood as prohibiting EDF from supplying any HPC business."
Such a reading would be tantamount to prohibiting EDF not only from relaunching a sovereign cloud project, but also from supplying energy to computational players, whether they specialise in AI, industrial simulation, or bitcoin mining.
Contacted, Mara declined to comment.
A competing internal project being abandoned
Also according to our information, this exclusivity clause comes at the worst possible time: "A year ago, EDF launched an internal mining project called FlexMine, with the ambition of using surplus energy from the grid to power flexible computing infrastructures."
The project, led by a small team of five or six engineers, is said to have gradually gained momentum.
"The land was identified, RTE (the French electricity transmission system operator) and DOAAT (EDF's Optimisation, Purchasing and Trading Department) were integrated into the working group to adjust electricity prices. It was a real industrial project, validated by EDF Pulse (EDF's innovation subsidiary) and supported by the public group's executive committee", the same source details, claiming that it was to lead to the creation of a dedicated subsidiary.
FlexMine was to enable EDF to make local use of its surplus electricity production (particularly during periods of negative market prices) by connecting flexible computing uses to it, including AI and bitcoin mining. "But since signing with Mara, the project has come to a standstill. The teams have been discreetly invited to transfer their work to Mara France", confides the source.
EDF Pulse Ventures (already an investor in Exaion) is said to have favoured the sale to Mara, judged to be quicker to complete. "It's all the more galling because we had an in-house project that was financed, validated and ready for launch. And now everything is going to an American player subject to the Cloud Act", says a source.
>> La France paie des millions pour se débarrasser-de son surplus d'électricité
The paradox of sovereignty
The affair is enough to make one cringe, so much so has Exaion been presented until now as a French flagship of sovereign digital.
Founded in 2020 to "give a second life" to EDF's supercomputers, the subsidiary provided secure cloud and blockchain services from France and Canada. By 2024, it had obtained its PSAN (Prestataire de Services sur Actifs Numériques) registration with the Autorité des marchés financiers (AMF), a guarantee of compliance with French law.
For Claire Balva, managing director of Adan, "the scope of the clauses in the sale should be clarified as it could conflict with national digital sovereignty objectives".
Mara's CEO, Fred Thiel, had appeared at the Choose France summit organised by Emmanuel Macron last May, promising "massive investment in green computing and artificial intelligence".
Would bitcoin mining in France be excluded from the equation?
Questioned on this subject several times by us, Mara's teams have always maintained the vagueness without ruling it out.
"It is impossible to date to determine what proportion of its European activities will be devoted to bitcoin mining versus high-performance computing", breathed a representative in Le Figaro.
According to our information, Mara is planning to invest up to $5 billion in France and Europe over the next five years.
But internally, the contrast is stark.
"It's a deal you don't sign at that price when you're talking about sovereignty and strategic electricity," bellows an internal source. "The global HPC market is worth billions, and we're blocking it for two years for 20 million euros net? It's absurd."
Contacted, EDF was unable to respond.
A lock against the tide of political ambitions
Problem: this clause comes at a time when several French political parties (from Rassemblement National to Éric Ciotti's UDR) are calling for France to reinvest in high energy density computing, whether for AI research or "made in France" bitcoin mining.
>> The French government opens the door to Bitcoin mining by EDF
"You can't talk about digital sovereignty and at the same time sign contracts that prohibit EDF from doing computing for two years," continues Alexandre Stachtchenko. "It's a strategic abdication at a time when everyone is fighting to secure computing capacity."
This situation also raises the issue of the Cloud Act, the US law that allows US authorities to access certain data held by companies under their jurisdiction, even if it is stored abroad.
By selling Exaion to a US player subject to this legislation, has EDF de facto weakened the promise of a French sovereign cloud?
A possible internal investigation?
According to our information, several players are now questioning the legality and real scope of the exclusivity clause, while Bercy is "reassessing" the case as part of its foreign investment control.
"The Ministry of the Economy did not have access to all the annexes to the contract when it was signed", says a source close to the case. "Since the question asked by MP Philippe Latombe (Modem) this summer (see his column), the official response has been that we are 'waiting for a counter-offer'. In reality, EDF has already undertaken not to consider one with Mara", confides a source close to the matter.
Former Economy Minister Antoine Armand was already concerned on 17 August about seeing "the sovereign tech nuggets that are growing in France" being sold off.
An explosive issue at the crossroads of energy and digital
Mara's takeover of Exaion illustrates both the appetite of American mining giants for European infrastructure and French contradictions between industrial ambitions and energy dependency.
By locking EDF out of HPC for two years, France would be temporarily depriving itself of a major public player in a field where demand is exploding: computing for artificial intelligence, scientific modelling, or bitcoin mining.
And while some dream of "sovereign mining" making the most of France's electricity surpluses, the Exaion affair could, on the contrary, mark a discreet but profound retreat from France's digital sovereignty.
