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 10, 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/.
![A screenshot of a social media post
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1731805/000110465923116914/tm2330459d3_425img001.jpg)
Hut 8 Mining Corp. made available on X.com
the following link on November 10, 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/.
![A screenshot of a social media post
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1731805/000110465923116914/tm2330459d3_425img002.jpg)
Hut 8 Mining Corp. made available on LinkedIn
the following link on November 10, 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/.
![A screenshot of a social media post
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1731805/000110465923116914/tm2330459d3_425img003.jpg)
Hut 8 Mining Corp. made available on LinkedIn
the following link on November 10, 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/.
![A screenshot of a social media post
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1731805/000110465923116914/tm2330459d3_425img004.jpg)
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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