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 17, 2023: https://www.sec.gov/Archives/edgar/data/1964789/000110465923081328/tm235928-13_s4a.htm.
![](https://www.sec.gov/Archives/edgar/data/1731805/000110465923081754/tm2320793d10_425img001.jpg)
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 press release 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;
(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) acceleration of ESG efforts and commitments; (vii) the ability of USBTC to resume mining activities
in Niagara Falls, New York, and (viii) the ability of New Hut 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 press release, 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 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; 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 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 SEC’s 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 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 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 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 press release
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 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.
Hut 8 Investor Relations
Sue Ennis
sue@hut8.io
Hut 8 Media Relations
Erin Dermer
erin.dermer@hut8.io
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