TORONTO, Sept. 18, 2023 /PRNewswire/ -- Hut 8 Mining Corp.
(Nasdaq: HUT) (TSX: HUT) ("Hut 8" or the "Company")
one of North America's largest,
innovation-focused digital asset mining pioneers and high
performance computing infrastructure providers, is pleased to
announce that, in connection with its previously announced business
combination (the "Transaction") with U.S. Data Mining Group,
Inc. dba US Bitcoin Corp ("USBTC") to be effected
by way of a court-approved plan of arrangement (the
"Arrangement") under the Business Corporations
Act (British Columbia),
the Supreme Court of British
Columbia has issued a final order approving the Arrangement.
Pursuant to the Transaction, Hut 8 and USBTC will combine in an
all-stock merger of equals and the combined company will be named
Hut 8 Corp. ("New Hut") and be a U.S.-domiciled entity.
Closing of the Transaction remains subject to certain conditions,
including USBTC's registration statement becoming effective, the
approval of USBTC's stockholders, and other closing conditions
customary in transactions of this nature. If all necessary
conditions to the completion of the Transaction are satisfied or
waived, it is expected that the Transaction will be completed
during the fourth quarter of 2023. New Hut intends to list its
shares on Nasdaq and the TSX under the trading symbol "HUT"
following the completion of the Transaction, subject to the
approval of Nasdaq and the TSX.
The Company reminds registered shareholders to promptly deliver
a duly completed and signed letter of transmittal ("Letter of
Transmittal") to Computershare Investor Services Inc., in order
to receive their shares of New Hut common stock upon closing of the
Transaction.
A copy of the Letter of Transmittal, including instructions on
its completion, and the Company's management information circular
dated August 11, 2023, which contains
further information on the Transaction, can each be found on the
Company's website at www.hut8.com, and on the Company's profile on
SEDAR+ at www.sedarplus.com or on EDGAR at www.sec.gov.
About Hut 8
Through innovation, imagination, and passion, Hut 8's seasoned
executive team is bullish on building and operating computing
infrastructure that powers Bitcoin mining, traditional data
centres, and emerging technologies like AI and machine learning.
Hut 8's infrastructure portfolio includes seven sites: five high
performance computing data centres across British Columbia and Ontario that offer cloud, co-location, managed
services, AI, machine learning, and VFX rendering computing
solutions, and two Bitcoin mining sites located in Southern
Alberta. Long-distinguished for its unique treasury strategy,
Hut 8 has one of the highest inventories of self-mined Bitcoin of
any publicly-traded company globally. For more information, visit
www.hut8.com and follow us on X (formerly known as Twitter) at
@Hut8Mining.
Cautionary Note Regarding Forward–Looking Information
This press release includes "forward-looking information" and
"forward-looking statements" within the meaning of Canadian
securities laws and United States
securities laws, respectively (collectively, "forward-looking
information"). All information, other than statements of historical
facts, included in this press release that address activities,
events or developments that the Company expects or anticipates will
or may occur in the future, including such things as future
business strategy, competitive strengths, goals, expansion and
growth of the Company's businesses, operations, plans and other
such matters is forward-looking information. Forward-looking
information is often identified by the words "may", "would",
"could", "should", "will", "intend", "plan", "anticipate", "allow",
"believe", "estimate", "expect", "predict", "can", "might",
"potential", "predict", "is designed to", "likely" or similar
expressions. In addition, any statements in this press release that
refer to expectations, projections or other characterizations of
future events or circumstances contain forward-looking information
and include, among others, statements with respect to the expected
outcomes of the Transaction, the ability of Hut 8 and USBTC to
complete the Transaction on the terms described herein, or at all,
including, receipt of required regulatory approvals, USBTC
stockholder approvals, stock exchange approvals and satisfaction of
other closing conditions.
Statements containing forward-looking information are not
historical facts, but instead represent management's expectations,
estimates and projections regarding future events based on certain
material factors and assumptions at the time the statement was
made. While considered reasonable by Hut 8 as of the date of this
press release, such statements are subject to known and unknown
risks, uncertainties, assumptions and other factors that may cause
the actual results, level of activity, performance or achievements
to be materially different from those expressed or implied by such
forward-looking information, including but not limited to, security
and cybersecurity threats and hacks, malicious actors or botnet
obtaining control of processing power on the Bitcoin network,
further development and acceptance of the Bitcoin network, changes
to Bitcoin mining difficulty, loss or destruction of private keys,
increases in fees for recording transactions in the Blockchain,
erroneous transactions, reliance on a limited number of key
employees, reliance on third party mining pool service providers,
regulatory changes, classification and tax changes, momentum
pricing risk, fraud and failure related to digital asset exchanges,
difficulty in obtaining banking services and financing, difficulty
in obtaining insurance, permits and licenses, internet and power
disruptions, geopolitical events, uncertainty in the development of
cryptographic and algorithmic protocols, uncertainty about the
acceptance or widespread use of digital assets, failure to
anticipate technology innovations, the COVID19 pandemic, climate
change, currency risk, lending risk and recovery of potential
losses, litigation risk, business integration risk, changes in
market demand, changes in network and infrastructure, system
interruption, changes in leasing arrangements, failure to achieve
intended benefits of power purchase agreements, potential for
interrupted delivery, or suspension of the delivery, of energy to
the Company's mining sites, and other risks related to the digital
asset and data centre business. For a complete list of the factors
that could affect the Company, please see the "Risk Factors"
section of the Company's Annual Information Form dated March 9, 2023, and Hut 8's other continuous
disclosure documents which are available on the Company's profile
on the System for Electronic Document Analysis and Retrieval at
www.sedar.com and on the EDGAR section of the U.S. Securities
and Exchange Commission's website at www.sec.gov.
Additional Information about the Transaction and Where to
Find It
In connection with the Transaction of Hut 8 and USBTC, that, if
completed, would result in Hut 8 Corp. ("New Hut") becoming a new
public company, New Hut has filed a registration statement on Form
S-4 (the "Form S-4") with the U.S. Securities and Exchange
Commission (the "SEC"). USBTC and Hut 8 urge investors,
shareholders, and other interested persons to read the Form S-4,
including any amendments thereto, the Hut meeting circular, as well
as other documents to be filed with the SEC and documents to be
filed with Canadian securities regulatory authorities in connection
with the Transaction, as these materials will contain important
information about USBTC, Hut 8, New Hut and the Transaction. New
Hut also has, and will, file other documents regarding the
Transaction with the SEC. This press release is not a substitute
for the Form S-4 or any other documents that may be sent to Hut's
shareholders or USBTC's stockholders in connection with the
Transaction. Investors and security holders will be able to obtain
free copies of the Form S-4 and all other relevant documents filed
or that will be filed with the SEC by New Hut through the website
maintained by the SEC at www.sec.gov or by contacting the
investor relations department of Hut 8 at info@hut8.io and of
USBTC at info@usbitcoin.com.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the "Securities Act") or in a transaction
exempt from the registration requirements of the Securities
Act.
Hut 8 Investor Relations, Sue Ennis, sue@hut8.io; Hut 8
Media Relations, Erin Dermer, erin.dermer@hut8.io
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