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 Mining Corp. made available on Twitter the
following link on July 6, 2023: https://cointelegraph.com/news/uae-emerges-as-a-pro-bitcoin-mining-destination-in-the-middle-east.
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: Bitcoin network dynamics; the Company’s ability to advance its longstanding HODL strategy; the Company’s ability
to produce additional Bitcoin and maintain existing rates of productivity at all sites; the Company’s ability to continue mining
digital assets efficiently; the sale of the Company’s Bitcoin production and the proposed use of proceeds from such sale; the Company’s
plans with respect to the energization of the miners that were removed from the North Bay facility; the Company’s expected recurring
revenue and growth rate from its high performance computing business; the remediation of the operational issues at the Company’s
Drumheller facility, and the timing thereof; expectations related to Hut 8 Corp.’s hashrate and self-mining capacity; 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; and the Company’s ability to successfully navigate
the current market.
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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