TORONTO, March 13,
2023 /CNW/ - 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 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
Company's 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 expiration of the waiting period under the HSR
Act satisfies one of the conditions to the closing of the
Transaction.
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 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 the ability of Hut 8 and USBTC to complete the
Transaction, including, receipt of required regulatory approvals,
shareholder approvals, court approvals, stock exchange approvals
and satisfaction of other closing customary conditions of the
Transaction.
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 that, while considered reasonable by Hut
8 as of the date of this press release, 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 Hut 8 Corp. ("New Hut"), 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 New Hut'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 or its business; 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 Hut 8'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 Hut 8 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 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 press
release 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 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.
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SOURCE Hut 8 Mining Corp