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 Anthony Pompliano on YouTube on June 28, 2023.
Transcript: The Ultimate Bitcoin Mining Masterclass
…
Interviewer: We just talked about the differences, but the similarities
are pretty obvious in the sense of you're running servers or computers and it’s hardware. You got to plug them in, you've got to
take power, and then you got to do different things with them. That's right. Talk a little bit as to kind of the story, right for public
markets.
So much of public market investing is about the narrative, is about
the story of a company and being able to say, look, it is two different things and there are differences in those things. But also there
is this commonality that positions you all at kind of the forefront or the tip of the spear of computing for this next generation of all
of these different applications.
How do you think about what that story really is and the power of being
able to share that versus just being, you know, kind of a single focused Bitcoin miner?
Jaime Leverton: Yeah, I think really the power comes in
our ability to flex as market demand and economics evolve. We also can drive synergies from things like a network operations centre that
is there to monitor our data center sites 24/7. There are things that they can do to help on the Bitcoin mining side as well, which are
also running 24/7, but with a different type of manpower outlay.
And of course you always have synergies when you're looking at the
corporate structure. So from all of the corporate functions that support our Bitcoin mining side of the business can equally support our
data center side of the business. And again, I do think we're going to see an increased world of convergence and there's all kinds
of innovation happening behind the scenes and, you know, can potentially GPUs go into a container type of environment and take advantage
of some of the lower cost power available at Bitcoin mining sites?
How do we handle some of the network connectivity issues for those
types of applications? But that’s certainly work that's being done and I think we're in the infancy of it. But over the next 2 to
4, 3 to 5 years, we'll continue to see products and offerings and potentially even hardware that starts to bridge these worlds in a more
meaningful way than we've seen today.
Interviewer: When you start thinking about capital allocation
decisions, obviously you have a dollar to spend. How do you think about the return or the risk that you take by diverting it to either
side of the business? It's kind of this fascinating exercise where maybe there's not just one answer and there's some, you know, variables
there, but how do you think about that capital allocation?
Jaime Leverton: Yeah, in the Bitcoin mining side of the world
when we think about allocating capital, how we look at it, you have to you have to run massive sensitivity analysis where you’re
really guessing on where the price of bitcoin and global hash rate are going to be at any given point in time in that in that return profile
that you're building for the investment in the mining hardware in particular.
And that's why we're actually in the middle of a merger that’s
pending final approvals with a private bitcoin mining company called USBTC. And one of the things that we love about the USBTC model,
they're diversified just like Hut is, but rather than being diversified into HPC, USBTC is diversified into, they do prop mining, but
then they also do hosting for other miners and they have a managed infrastructure operations business which is really just, think about
it almost as professional services.
They bring their bodies and their purpose built software in to manage
mines for other people. And all three of those businesses have a much, much different capital profile. The most intensive business across
both Hut 8’s and USBTC’s operations is prop mining. Prop mining is highly capital intensive, a ton of variables that you're
really just kind of running sensitivity analysis and making your best guess on where the returns will go over a period of time.
Whereas, hosting much less capital requirements because the client
brings the mining equipment and then the case of MIO, really no capital investment at all. And then as I said on the Hut side, prop mining,
we also have a repair center and then the HPC side. So it gives us a lot of flexibility based on what we're seeing in the macro environment,
either on traditional HPC or on the Bitcoin mining side.
And we can kind of flex between the different the different lines when
we think about what's the best allocation of capital, obviously in a go forward state, assuming we're successful in our merger.
…
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 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 and include, among others, statements
regarding: (i) expectations related to New Hut’s hashrate and self-mining capacity; (ii) the expected outcomes of the
Transaction, including New Hut's assets and financial position; (iii) 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; (iv) the expected synergies related to the Transaction
in respect of strategy, operations and other matters; (v) projections related to expansion; (vi) expectations related to the
Combined Company's hashrate and self-mining capacity; (vii) acceleration of ESG efforts and commitments; and (viii) 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 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, 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
Annual Information Form dated March 9, 2023, 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 website at www.sec.gov.
These factors are not intended to represent a
complete list of the factors that could affect Hut 8; 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 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 communication are made as of the date of this communication, 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.
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, Hut 8 Corp. ("New Hut”) has filed a registration statement on Form S-4
(the “Form S-4”) with the U.S. Securities and 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 meeting circular, as well
as other documents to be filed with the SEC and documents to be filed with Canadian securities regulatory authorities in connection with
the Transaction, as these materials 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’s shareholders or USBTC's stockholders in connection with the Transaction. Investors
and security holders 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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