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.
Hut 8 Provides Update on Business Combination
with USBTC
TORONTO, ON, March 10, 2023 -- Hut 8 Mining Corp. (Nasdaq |
TSX: HUT) ("Hut 8" or the "Company"), one of North America's largest, innovation-focused digital asset mining pioneers,
and high performance computing infrastructure provider, is pleased to announce that it has received a no-action letter from the Competition
Bureau of Canada ("Competition Bureau") in respect of the Company’s previously announced proposed business combination
pursuant to which Hut 8 and U.S. Data Mining Group, Inc. dba US Bitcoin Corp. (“USBTC”) will combine in an all-stock merger
of equals (the “Transaction”). The no-action letter confirms that the Competition Bureau does not, at this time, intend to
challenge the Transaction before the Competition Tribunal under the merger provisions under the Competition Act.
"As we continue to work towards closing the proposed transaction
with USBTC, the issuance of this no-action letter is a positive development as it satisfies the Competition Act Approval condition in
the business combination agreement. We appreciate the Competition Bureau's professionalism throughout its review process," said Jaime
Leverton, CEO of Hut 8.
Completion of the Transaction remains subject to the remaining regulatory
approvals, shareholder approval, court approval, and other customary closing conditions of the Transaction.
About Hut 8
Hut 8 is one of North America’s largest
innovation-focused digital asset miners, led by a team of business-building technologists, bullish on bitcoin, blockchain, Web 3.0 and
bridging the nascent and traditional high performance computing worlds. With two operational digital asset mining sites located in Southern
Alberta, Hut 8 has one of the highest capacity rates in the industry and one of the highest inventories of self-mined Bitcoin of any digital
asset miner or publicly-traded company globally. With over 36,000 square feet of geo-diverse data centre space and cloud capacity connected
to electrical grids powered by significant renewables and predominantly emission-free sources, Hut 8 is revolutionizing conventional assets
to create the first hybrid data centre model that serves both the traditional high performance compute (Web 2.0) and nascent digital asset
computing sectors, blockchain gaming, and Web 3.0. Hut 8 was the first Canadian digital asset miner to list 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
impacts for its shareholders and generations to come.
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 communication that refer to expectations, projections
or other characterizations of future events or circumstances contain forward-looking information. Specifically, such forward-looking information
included in this press release include, but are not limited to, 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. Material assumptions include:
assumptions regarding the level of demand and financial performance of the digital asset industry; the ability to obtain requisite
approvals (including shareholder, stock exchange, regulatory, and court approvals) and the satisfaction of other conditions to the
consummation of the Transaction on the proposed terms or at all and the anticipated timeline for the completion of the Transaction.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates. 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 9, 2023, in
the “Risks and Uncertainties” section of the Company’s Management’s Discussion and Analysis for the year
ended December 31, 2022 and Hut 8’s other continuous disclosure documents which are available on 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 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 press release as intended, planned, anticipated, believed, sought, proposed, estimated, forecasted, expected, projected or targeted
and such forward-looking statements included in this press release 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 press release are made as of the date of this press release, 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.
Investor Contact:
Sue Ennis
sue@hut8.io
Media Contact:
Yamini Coen
yamini.coen@hut8.io
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”). USBTC
and 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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