UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2023
Commission File Number: 001-40487
HUT 8 MINING CORP.
(Exact Name of Registrant as Specified in Its Charter)
24 Duncan Street, Suite 500, Toronto, Ontario,
M5V 2B8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
¨ Form 40-F x
Exhibit
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HUT 8 MINING CORP. |
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By: |
/s/ Jaime Leverton |
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Name: |
Jaime Leverton |
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Title: |
Chief Executive Officer |
Date: August 29, 2023
3
EXHIBIT 99.1
Independent Proxy Advisory Firm ISS Recommends
Hut 8 Shareholders Vote for Merger of Equals with US Bitcoin Corp
Votes must be received no later
than 4 p.m. ET September 8, 2023
TORONTO, Aug. 29, 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, announced today that Institutional
Shareholder Services Inc. ("ISS"), the world's leading provider of corporate governance and responsible investment solutions,
has recommended that Hut 8 shareholders vote in favour of the resolutions approving the proposed business combination (the "Transaction")
with U.S. Data Mining Group, Inc. dba US Bitcoin Corp ("USBTC").
The recommendation comes as Hut 8 continues to make
progress on the Transaction, 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 combined company will be named "Hut 8 Corp." ("New Hut")
and will be a U.S.-domiciled entity. New Hut intends to list its shares on Nasdaq and the TSX under the trading symbol "HUT"
following the completion of the Transaction, subject to the approval of Nasdaq and the TSX. The Transaction is expected to establish New
Hut as a large scale, publicly traded Bitcoin miner focused on economical mining, highly diversified revenue streams, and industry leading
environmental, social, and governance (ESG) practices.
New Hut's combined balance sheet is expected to provide
New Hut with greater financial stability, enhance its ability to navigate market cycles and increase its ability to expand and invest
in new opportunities.
"We continue to make progress toward closing
the Transaction with USBTC and are very pleased that ISS has recommended that Hut 8 shareholders vote in favour of all resolutions to
establish New Hut," said Jaime Leverton, CEO of Hut 8. "We believe that once completed, the merger will establish a strengthened,
dynamic business backed by both Bitcoin and fiat revenues generated from robust North America-wide operations."
The completion of the Transaction is subject to certain
conditions, including the receipt of the requisite approval from the shareholders of Hut 8 and the stockholders of USBTC, the final order
of the Supreme Court of British Columbia at an application which is scheduled for September 15, 2023, the S-4 becoming effective, and
other closing conditions customary in transactions of this nature. If all necessary approvals are obtained and the conditions to the completion
of the Transaction are satisfied or waived, it is currently anticipated that the Transaction will be completed by September 30, 2023.
Shareholder Voting Instructions
All shareholders of record have been sent their confidential
control number by mail. Any shareholders who have not received their control number should contact our proxy solicitation agents, Alliance
Advisors, at 1-888-511-2641 toll free in North America or by email at Hut8@allianceadvisors.com.
Shareholders can vote in the following ways:
| 1. | Online at proxyvote.com using the control number
sent to the shareholder address on file |
| 2. | By telephone at 1-800-474-7493 (English)
or 1-800-474-7501 (French) |
| 3. | By mail by returning the voting instruction
form that has been sent to the shareholder address on file |
Shareholder Questions and Assistance
If you have any questions or require more information
with respect to the procedures for voting, please contact our proxy solicitation agents, Alliance Advisors at 1-888-511-2641 toll free
in North America or by email at Hut8@allianceadvisors.com.
About Hut 8
Through innovation, imagination, and passion, Hut
8's seasoned executive team is bullish on building and operating computing infrastructure that powers Bitcoin mining, traditional data
centres, and emerging technologies like AI and machine learning. Hut 8's infrastructure portfolio includes seven sites: five high
performance computing data centres across British Columbia and Ontario that offer cloud, co-location, managed services, A.I., machine
learning, and VFX rendering computing solutions, and two Bitcoin mining sites located in Southern Alberta. Long-distinguished for
its unique treasury strategy, Hut 8 has one of the highest inventories of self-mined Bitcoin of any publicly-traded company globally.
Follow us on X (formerly known as Twitter) at @Hut8Mining.
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 with respect to the timing and completion (if
at all) of a Stalking Horse Bid, the timing and completion (if at all) of a proposed sale and investment solicitation process, the
timing of the proceedings in respect of the Receiver and the expected resolution of litigation claims between Hut 8 and certain Validus
Entities.
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, 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.
View original content to download multimedia:https://www.prnewswire.com/news-releases/independent-proxy-advisory-firm-iss-recommends-hut-8-shareholders-vote-for-merger-of-equals-with-us-bitcoin-corp-301911970.html
SOURCE Hut 8 Mining Corp
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2023/29/c2459.html
%CIK: 0001731805
For further information: Hut 8 Investor Relations: Sue Ennis, sue@hut8.io;
Hut 8 Media Relations: Erin Dermer, erin.dermer@hut8.io
CO: Hut 8 Mining Corp
CNW 06:30e 29-AUG-23
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