| IF YOU WISH TO ATTEND THE MEETING OR DESIGNATE ANOTHER PERSON TO ATTEND, VOTE AND ACT ON YOUR BEHALF AT THE MEETING, OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF, OTHER THAN THE PERSON(S) SPECIFIED ABOVE, PRINT YOUR NAME OR THE NAME OF THE OTHER PERSON
ATTENDING THE MEETING IN THE SPACE PROVIDED HEREIN. UNLESS YOU INSTRUCT OTHERWISE, THE PERSON WHOSE NAME IS WRITTEN IN THIS SPACE
WILL HAVE FULL AUTHORITY TO ATTEND, VOTE AND OTHERWISE ACT IN RESPECT OF ALL MATTERS THAT MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF, EVEN IF THESE MATTERS ARE NOT SET OUT IN THE FORM OR THE CIRCULAR. FOR VIRTUAL MEETINGS, YOU
MAY NEED TO COMPLETE ADDITIONAL INFORMATION OR TAKE ADDITIONAL ACTION FOR YOU OR YOUR APPOINTEE TO ATTEND THE MEETING.
CONTROL NO.: ➔
PLEASE PRINT APPOINTEE NAME ABOVE
APPOINT A PROXY (OPTIONAL)
STEP 4 THIS DOCUMENT MUST BE SIGNED AND DATED
SIGNATURE(S) *INVALID IF NOT SIGNED* M M D D Y Y
COMPLETE YOUR VOTING DIRECTIONS
STEP 2
STEP 3
APPOINTEE(S): Jaime Leverton, or failing this person, Shenif Visram, or failing this person, Aniss Amdiss
E-R3
VOTING INSTRUCTION FORM
ACCOUNT NO: CUSIP:
CUID:
RECORD DATE:
PROXY DEPOSIT DATE:
August 8, 2023
September 8, 2023
MEETING DATE: Tuesday, September 12, 2023 at 10:00 am EDT
MEETING TYPE: Special Meeting
Hut 8 Mining Corp. (the “Corporation”)
ITEM(S): HIGHLIGHTED TEXT
01
02
To consider and, if deemed advisable, to pass, with or without variation, an
ordinary resolution, the full text of which is set forth in “Schedule “E” –
Incentive Plan Resolution” to the accompanying Circular, to approve the
adoption of the New Hut incentive plan (the “Incentive Plan Resolution”,
together with the Arrangement Resolution and New Hut Resolution, the “Hut
8 Resolutions”).
03
To consider and, if deemed advisable, to pass, with or without variation, pursuant
to an interim order of the Supreme Court of British Columbia dated August 11,
2023, a special resolution (the “Arrangement Resolution”), the full text of
which is set forth in “Schedule “C” – Arrangement Resolution” to the
accompanying management information circular (the “Circular”), approving a
plan of arrangement under Division 5 of Part 9 of the Business Corporations
Act (British Columbia), involving, among others the Corporation, Hut 8
Holdings Inc., its direct wholly-owned subsidiary existing under the laws of
British Columbia, and Hut 8 Corp., a Delaware corporation (“New Hut”), in
accordance with the terms of the business combination agreement dated
February 6, 2023 by and among the Corporation, U.S. Data Mining Group, Inc.,
a Nevada corporation doing business as “US Bitcoin Corp.” (“USBTC”), and
New Hut (the “Business Combination Agreement”).
To consider and, if deemed advisable, to pass, with or without variation, an
ordinary resolution, the full text of which is set forth in “Schedule “D” –
New Hut Resolution” to the accompanying Circular, to authorize the issuance
of up to 49,665,834 shares of common stock of New Hut (the “New
Hut Shares”), consisting of: (i) up to 44,161,669 New Hut Shares issuable
to USBTC stockholders pursuant to the Business Combination Agreement
and up to 4,530,326 New Hut Shares issuable upon the exercise of USBTC
replacement options to be issued to USBTC stockholders in exchange for their
USBTC options outstanding immediately prior to the Merger Effective Time (as
defined under the Circular), which figures represent approximately 50% of the
common stock of New Hut expected to be outstanding upon completion of the
Business Combination (as defined under the Circular), and (ii) and up to
973,839 New Hut Shares, which represents an additional 2% buffer to
account for clerical and administrative matters (the “New Hut Resolution”).
VOTING RECOMMENDATIONS ARE INDICATED BY OVER THE BOXES (FILL IN ONLY ONE BOX “ ” PER ITEM IN BLACK OR BLUE INK)
FOR AGAINST
FOR
FOR AGAINST
34
AGAINST |