Exhibit 107

Calculation of Filing Fee Tables

FORM S-3
(Form Type)

TERAWULF INC.
(Exact Name of Registrant as Specified in its Charter)

Security Type

Security
Class
Title

Fee
Calculation
or Carry
Forward Rule

Amount
Registered(1)

Proposed
Maximum
Offering Price
Per Unit

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee (2)

Carry
Forward
Form Type

Carry
Forward
File Number

Carry
Forward
Initial
effective date

Filing Fee
Previously Paid
In Connection
with Unsold
Securities
to be Carried
Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common stock, par value $0.001 per share

457(c)

17,631,172(3)

$1.05(4)

$18,512,730.6

$110.20 per $1,000,000

$2,040.10

Fees Previously Paid

N/A

Carry Forward Securities

Carry Forward Securities

N/A

Total Offering Amounts

$2,040.10

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

$2,040.10

Table 1: Newly Registered and Carry Forward Securities

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of common stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by $0.00011020.

(3)

Consists of up to 17,631,172 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), comprised of (i) 7,481,747 Shares, which are issuable upon exercise of the warrants held by certain selling stockholders pursuant to the terms of the Subscription Agreements and the Warrant Agreement, each dated as of October 6, 2022, by and among the Company and certain persons listed therein (the “Subscription Agreement” and the “Warrant Agreement”, respectively), (ii) 7,481,747 Shares, which are issuable pursuant to the terms of Subscription Agreements and (iii) 2,667,678 Shares, which are issuable upon exercise of certain warrants issued to the Company’s lenders pursuant to the terms of the Amended and Restated Lender Warrant Agreement, dated as of October 7, 2022, by and among the Company and certain persons listed therein (the “A&R Lender Warrant Agreement”).