FILED BY HUT 8 MINING CORP.
COMMISSION FILE NO. 001-40487
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
1933, AS AMENDED
SUBJECT COMPANY: U.S. DATA MINING GROUP, INC.
AND HUT 8 CORP.
The
following is a partial transcript of an interview made available by Paul Barron Network on YouTube on March 6,
2023.
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Partial Transcript: Hut 8 Game NFTs Sold Out
Instantly | Crypto Market Update w/ Sue Ennis
Paul Barron Network
YouTube
…
Sue
Ennis: Yeah, so I would certainly say that we're up there. And I should say that we are in the middle of a proposed merger
with an incredible company south of the border. So I'm a little bit limited as to sort of what I can say now. But I would say that, you
know, in terms of renewables in terms of looking at energy hedging in terms of looking at treasury management strategy, that is all a
big part of how we run our business, and obviously, on top of our diversified High Performance Computing play. So certainly, looking at
increasing that mix of renewables and diversifying our energy portfolio is a big priority for us. With this proposed merger, with this
company called USBTC, south of the border, really sort of hits a lot of those priorities for us. So it grows our pipeline of opportunities.
It advances our commitment to driving improvements across all ESG and energy mix, metrics. The deal also improves our energy expertise
and hedging capabilities. They have an in house energy and hedging team that we're incredibly excited about. They have a purpose built
platform and software layer that's focused on you know, how do we make sure that you're arbitraging electrons in an efficient way, what
is now good. But I think, again, in a post-merger world, if this merger does get approved, which we're hoping to in Q2, it goes from good
to excellent, is how I feel.
Interviewer:
Just for our audience, I went through this, available over on the Hut 8 website, too, you can just go over there and look
at this presentation. It's pretty insightful in kind of the strategy. This is the merger that Sue is referencing, again, Hut 8 didn't
ask us to talk about this, but I'm curious all the time. But I was looking at this, you know, just looking at the sites across North America,
the market cap on what's happening with this particular merger, and you can kind of see some of the expertise areas. These guys are based
here in Miami, which is of course, our home turf. So that's good with a US-based company. Lots happening here. I'm very excited about
this for you guys. I think this will be interesting to watch over the evolution because I think mining is going to be not only a critical
component for the next happening, it's going to be a critical component for being able to get regulation in line so people can get away
from this a stigma that we have around these ESG scenarios that play out. So good luck to what you guys have going there for sure. Okay,
so I want to talk about some other things here. And one of the scenarios that I want to get into is, in general, is Eth. And then you
look, obviously, you guys used to be a massive Eth miner, that all has changed. You've repositioned your business, going more into cloud
computing, the potential of web3 plays into that. How is that coming for you guys right now?
…
Cautionary note regarding Forward–Looking Information
This communication
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 communication 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 Hut 8’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 communication 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: (i) the expected outcomes of the Transaction, including New Hut's assets and financial position;
(ii) 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, shareholder approvals, court approvals, stock exchange approvals and satisfaction of other closing customary conditions;
(iii) the expected synergies related to the Transaction in respect of strategy, operations and other matters; (iv) projections
related to expansion; (v) expectations related to the Combined Company's hashrate and self-mining capacity; (vi) acceleration
of ESG efforts and commitments; and (vii) the ability of the Combined Company to execute on future opportunities, among others.
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 and USBTC as of the date of this communication, 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: the ability to obtain requisite
shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms or at all;
the ability to obtain necessary stock exchange, regulatory, governmental or other approvals in the time assumed or at all; the anticipated
timeline for the completion of the Transaction; the ability to realize the anticipated benefits of the Transaction or implementing the
business plan for the Combined Company, including as a result of a delay 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
the times, and to the extent, anticipated; the potential impact on 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 key stakeholders;
the outcome of any litigation proceedings in respect of USBTC's legal dispute with the City of Niagara Falls, New York; 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; 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 COVID-19 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 Combined Company’s mining sites. 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 17, 2022 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 ("SEC") website at
www.sec.gov.
These
risks are not intended to represent a complete list of the factors that could affect Hut 8, USBTC, or New Hut; however, these factors
should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. Should one or
more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual
results may vary materially from those described in this communication as intended, planned, anticipated, believed, sought, proposed,
estimated, forecasted, expected, projected or targeted and such forward-looking statements included in this communication should not be
unduly relied upon. The impact of any one assumption, risk, uncertainty, or other factor on a particular forward-looking statement cannot
be determined with certainty because they are interdependent and New Hut’s future decisions and actions will depend on management’s
assessment of all information at the relevant time. The forward-looking statements contained in this communication are made as of the
date of this communication, and each of Hut 8 and USBTC expressly disclaims any obligation to update or alter statements containing any
forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise,
except as required by law. Except where otherwise indicated herein, the information provided herein is based on matters as they
exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information
that subsequently becomes available, or circumstances existing or changes occurring after the date of preparation.
Additional information about the transaction
and where to find it
In connection with the transaction, 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 Exchange Commission (the “SEC”). U.S. Data Mining Group, Inc.
(“USBTC”) and Hut 8 Mining Corp. (“Hut 8”) urge 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 filed or to be filed with
the SEC and documents to be filed with Canadian securities regulatory authorities in connection with the transaction, as these materials
do 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 communication is not a substitute for the Form S-4 or any other documents that may be
sent to Hut 8’s shareholders or USBTC's stockholders in connection with the transaction. Investors and security holders are or 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 communication 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.
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