Hut 8 Corp. (Nasdaq | TSX: HUT), ("
Hut 8” or the
“
Company”) one of North America’s largest, most
innovative digital asset mining pioneers and high performance
computing infrastructure providers, has been informed by KSV
Restructuring Inc. ("
KSV") that the Company's
previously announced stalking horse bid (the "
Stalking
Horse Bid") has been declared the successful bid in
accordance with a sale and investment solicitation process (the
"
SISP") carried out by KSV. The Stalking Horse Bid
was submitted in partnership with Macquarie Equipment Finance Ltd.
(“
Macquarie”), a subsidiary of Macquarie Group
Limited, a global financial services group.
The SISP was conducted in respect of the sale of certain assets
of Validus Power Corp. (“Validus”) and the assets
and operations of certain Validus’ subsidiaries (collectively, the
“Validus Entities”). If Hut 8’s Stalking Horse Bid
receives final approval from the Ontario Superior Court of Justice
(Commercial List) (the “Court“) and is completed
in accordance with its terms, a new Ontario subsidiary of Hut 8
("BidCo") will become the owner of the assets of
certain Validus Entities. Macquarie will receive a minority equity
interest in BidCo of approximately 20% and a subsidiary of Hut 8
will be the majority owner with the remaining approximately 80%. On
completion of the Stalking Horse Bid, BidCo would acquire, free and
clear of any encumbrances (excluding certain permitted
encumbrances) four natural gas power plants located in Ontario:
- 40 MW facility in Kapuskasing
- 110 MW facility in Kingston
- 120 MW facility in Iroquois Falls
- 40 MW facility and Bitcoin mine in North Bay
Completion of the Stalking Horse Bid would also include a new
secured funding arrangement with Macquarie and BidCo in the form of
an operating lease facility. The completion of the Stalking Horse
Bid is also expected to result in the full and final resolution of
all litigation claims and counterclaims currently pending between
Hut 8 and certain Validus Entities.
Completion of the Stalking Horse Bid is subject to several
conditions, including: (i) the Court issuing an approval and
vesting order in respect of the Stalking Horse Bid, and (ii) the
satisfaction of standard conditions to closing. The Company will be
seeking final approval of the Court for the Stalking Horse Bid and
completion of the Stalking Horse Bid is anticipated to occur in
January 2024.
About Hut 8 Corp.
Through innovation, imagination, and passion, Hut 8 Corp.’s
seasoned executive team is bullish on creating value at the
intersection of infrastructure and energy through Bitcoin mining
and hosting, groundbreaking managed services, energy arbitrage,
operating traditional data centers, and capitalizing on emerging
technologies like AI and machine learning. Headquartered in Miami,
Florida, Hut 8 Corp.’s infrastructure portfolio includes eleven
sites: five high performance computing data centers across British
Columbia and Ontario that offer cloud, co-location, AI, machine
learning, and VFX rendering computing solutions, and six Bitcoin
mining, hosting, and managed services sites located in Alberta, New
York, Nebraska, and Texas. Long-distinguished for its unique
treasury strategy, Hut 8 Corp. 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 Hut 8
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 business, 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. Specifically, such forward-looking information
included in this press release includes, but is not limited to,
statements relating to the timing and completion (if at all) of the
Stalking Horse Bid and statements with respect to the SISP; the
terms of any new secured funding arrangement with BidCo; and the
resolution of litigation claims between Hut 8 and certain Validus
Entities.
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 Registration Statement on Form S-4 dated
November 7, 2023, available under the Company's EDGAR profile at
www.sec.gov, in addition to 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 under the
Company's SEDAR+ profile at www.sedarplus.ca and under the
Company's EDGAR profile at www.sec.gov.
Hut 8 Corp. Investor Relations
Sue Ennis
sue@hut8.io
Hut 8 Corp. Media Relations
Erin Dermer
erin.dermer@hut8.io
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