TORONTO, March 13, 2023 /PRNewswire/ — Hut 8 Mining Corp. (Nasdaq: HUT) (TSX: HUT) (“Hut 8” or the “Company”), one of in North America largest, innovation-focused digital asset mining pioneers, and high performance computing infrastructure provider, is pleased to announce the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the proposed the Company’s business combination pursuant to which Hut 8 and US Data Mining Group, Inc. dba US Bitcoin Corp. (“USBTC”) will join together in an all-stock merger in common (the “Transaction”). The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Transaction.
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Completion of the Transaction remains subject to remaining regulatory approvals, shareholder approvals, court approvals, and other customary closing conditions of the Transaction.
About Hut 8
Hut 8 is one of the in North America largest innovation-focused digital asset miners, led by a team of business-building technologists, bullish on bitcoin, blockchain, Web 3.0 and linking the new and traditional high performance computing worlds. With two operational digital asset mining sites located at Southern Alberta, Hut 8 has one of the highest capacity in the industry and one of the highest self-mining Bitcoin inventories of any digital asset miner or publicly-traded company worldwide. With over 36,000 square feet of geo-diverse data center space and cloud capacity connected to electrical grids powered by significant renewable and mostly zero-emission sources, Hut 8 transforms conventional assets to create first hybrid data center model that serves traditional high. performance compute (Web 2.0) and nascent digital asset computing sectors, blockchain gaming, and Web 3.0. Hut 8 is the first Canadian digital asset miner to be listed on the Nasdaq Global Select Market. Through innovation, imagination, and passion, Hut 8 is helping to define the digital asset revolution to create value and positive impact for its shareholders and generations to come.
Cautionary Note About 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 addresses activities, events or developments that the Company expects or expects to occur or may occur in the future, including those things like future business strategy, competitive strength, purpose, expansion. and the growth of the Company’s businesses, operations, plans and other matters are forward-looking information. Forward-looking information is often identified by the words “may”, “will”, “could”, “should”, “will”, “intend”, “plan”, “expect”, “allow” , “believe”, “estimate”, “expect”, “forecast”, “may”, “could”, “potential”, “forecast”, “designed to”, “likely” or similar expressions. In addition, any statements that refer to expectations, projections or other characteristics of future events or conditions contain forward-looking information. In particular, such forward-looking information included in this news release includes, but is not limited to, statements relating to the ability of Hut 8 and USBTC to complete the Transaction, including, receiving the necessary approvals of regulatory, shareholder approval, court approval, stock exchange approval and satisfaction of other customary closing conditions of the Transaction.
Forward-looking statements are not historical facts, but instead represent management’s expectations, estimates and projections about future events based on certain material factors and assumptions at the time they are made. statement. Material assumptions include: assumptions about the level of demand and financial performance of the digital asset industry; the ability to obtain the necessary approvals (including shareholder, stock exchange, regulatory, and court approval) and the satisfaction of other conditions for the implementation of the Transaction on the proposed terms or at all and the expected timeline for completing the Transaction. The forward-looking information must be based on a number of opinions, assumptions and estimates that, while considered reasonable by Hut 8 as of the date of this press release, subject to known and unknown risks, are uncertain. , assumptions and other contributing factors. actual results, levels of activity, performance or achievements that may be materially different from those expressed or implied in such forward-looking information, including but not limited to: the ability to obtain the necessary -shareholder approval and the satisfaction of other conditions for the implementation of the Transaction in the proposed terms or at all; the ability to obtain the necessary stock exchange, regulatory, government or other approvals at the time assumed or at all; the expected timeline for completion of the Transaction; the ability to realize the expected benefits of the Transaction or implement the business plan for Hut 8 Corp. (“New House”), including as a result of delays in completing the Transaction or difficulty in integrating the businesses of the companies involved (including the retention of key employees); the ability to realize synergies and cost savings at times, and to the extent, expected; the potential impact of mining activities; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers, competitors and other important stakeholders; the outcome of any litigation proceedings in connection with USBTC’s legal dispute with City of Niagara Falls, New York; security and cybersecurity threats and hacks; malicious actors or botnets gaining control over the processing power of the Bitcoin network; further development and acceptance of the Bitcoin network; change in Bitcoin mining difficulty; loss or destruction of private keys; increasing fees for recording Blockchain transactions; internet and power outages; geopolitical events; uncertainty in the development of cryptographic and algorithmic protocols; uncertainty about the acceptance or widespread use of digital assets; failure to anticipate technological innovations; the COVID-19 pandemic; climate change; currency risk; lending risk and recovery of potential losses; litigation risk; business integration risk; changing market demand; network and infrastructure changes; system breakdown; change of lease arrangements; failure to achieve the intended benefits of power purchase agreements; potential for interrupted delivery, or suspension of energy delivery to the New Hut mining sites. For a complete list of factors that could affect the Company, please see the “Risk Factors” section of the Company’s Annual Information Form dated. March 9, 2023in the “Risks and Uncertainties” section of the Company’s Management Discussion and Analysis for the year ended. December 31, 2022 and other ongoing Hut 8 disclosure documents available on the Company’s website at www.hut8.io, under the Company’s SEDAR profile at www.sedar.com and under the Company’s EDGAR profile at www.sec.gov .
These factors are not intended to represent an exhaustive list of factors that may affect Hut 8 or its business; however, these factors should be carefully considered. There can be no assurance that such estimates and assumptions will prove to be correct. If one or more of these risks or uncertainties materialize, or if the assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from those described in this news release as intended, planned, expected, believed, sought, proposed, estimated, predicted, expected, planned or targeted and such forward-looking statements included in this press release should not be relied upon. The effect of any assumption, risk, uncertainty, or other factor on a certain forward-looking statement cannot be determined with certainty because they are interdependent and Hut 8’s future decisions and actions will depend on the assessment to manage all the information at the right time. The forward-looking statements contained in this press release were made as of the date of this press release, and Hut 8 expressly disclaims any obligation to update or revise the statements with any information on forward, or the reasons or assumptions underlying it, whether as a result of new information, future events or otherwise, unless required by law. Except where indicated herein, the information provided herein is based on matters existing at the date of preparation and not at any future date, and will not be updated or modified to reflect information that may be available, or circumstances. that exists. or changes that occur after the date of preparation.
More Information About the Transaction and Where to Find It
In connection with the Transaction, which, if completed, will result in New Hut becoming a new public company, New Hut has filed a registration statement on Form S-4 (the “Form S-4”) with the US Securities Exchange Commission ( the “SEC”). USBTC and Hut 8 encourage investors, shareholders, and other interested persons to read the Form S-4, including any amendments thereto, the Hut 8 meeting circular, as well as other documents to be filed or filed with the SEC and documents to be filed. with the Canadian securities regulatory authorities in connection with the Transaction, such as these materials and 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 Form S-4 or any other documents that may be sent to Hut 8 shareholders or USBTC stockholders in connection with the Transaction. Investors and security holders may obtain or obtain free copies of Form S-4 and all other related documents filed or to 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 at Hut 8 at [email protected] and the USBTC at [email protected].
No Offer or Solicitation
This press release is not intended and does 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 any sale of securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. No offer of securities shall be made except by way 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 Securities Act.
Investor contact: Sue Ennis, [email protected]; Media contact: Yamini Coen, [email protected]
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