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 X.com the following link on November
9, 2023:
https://hut8.com/2023/11/09/hut-8-announces-effectiveness-of-registration-statement-on-form-s-4-in-connection-with-merger-with-us-bitcoin-corp/.
Hut 8 Mining Corp. made available on LinkedIn the following link on
November 8, 2023:
https://hut8.com/2023/11/09/hut-8-announces-effectiveness-of-registration-statement-on-form-s-4-in-connection-with-merger-with-us-bitcoin-corp/.
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 with respect to the expected
outcomes of the Transaction, 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, USBTC stockholder approvals, stock exchange approvals and satisfaction of other closing conditions.
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, AI 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.
Additional Information About the Transaction and Where to Find It
In connection with the Transaction of Hut 8 and USBTC, that, if completed, would result in Hut 8 Corp. (“New Hut”) becoming
a new public company, 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.
Hut 8 Investor Relations
Sue Ennis
sue@hut8.io
Hut 8 Media Relations
Erin Dermer
erin.dermer@hut8.io
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