Hut 8 Mining Corp. (Nasdaq | TSX: HUT), ("
Hut
8” or the “
Company”) one of North
America’s largest, most innovative digital asset mining pioneers
and high performance computing infrastructure providers, proudly
announces the completion of its business combination pursuant to
which Hut 8 and U.S. Data Mining Group, Inc. dba US Bitcoin Corp
(“
USBTC”) have combined in an all-stock merger of
equals (the “
Transaction”). The combined company
is named “Hut 8 Corp.” (“
New Hut”) and is a
U.S.-domiciled entity.
“This business combination is the largest M&A transaction
that has ever transpired within our industry and represents a
highly strategic union of two organizations with complementary
strengths, that together, will prove to equal more than the sum of
their parts,” said New Hut CEO Jaime Leverton. “We are excited to
move forward and continue growing, with a pipeline of greenfield
and brownfield opportunities, integration across the mining value
chain, leading operational leverage and expertise, and diverse and
uncorrelated fiat revenue streams.”
As a result of the Transaction, Hut 8 common shares will cease
trading on Nasdaq and the Toronto Stock Exchange
(“TSX”) prior to the open of trading on December
4, 2023. As of the open of trading on December 4, 2023, shares of
New Hut common stock will trade on Nasdaq and the TSX under the
ticker symbol “HUT.” Shareholders of Hut 8 received, for each Hut 8
share held, 0.2 of a share of New Hut common stock, which
effectively resulted in a consolidation of the Hut 8 shares on a 5
to 1 basis. Stockholders of USBTC received, for each share of USBTC
capital stock, 0.6716 of a share of New Hut common stock.
“Together, the strengthened New Hut team will work to drive
growth in economical mining operations, high performance computing,
extensive hosting operations, and our groundbreaking managed
services business: an end-to-end enterprise model for energy
infrastructure partnerships that covers everything from design and
site construction to energy and property management,” said Asher
Genoot, President of New Hut. “New Hut is laser-focused on driving
efficiency and improvement across our spectrum of operations to
ensure that we are well positioned and uniquely nimble as we
approach the halving and beyond.”
New Hut has access to approximately 825 MW of gross energy
across six sites with self-mining, hosting, and managed service
operations:
- It has 7.5 EH/s of installed self-mining capacity at six sites
with current self-mining operations: Medicine Hat, AB; Drumheller,
AB; Niagara Falls, NY; Kearney, NB; Granbury, TX; and King
Mountain, TX. The 1.7 EH/s installed self-mining production at the
King Mountain, TX site is owned by the King Mountain Joint Venture
in which Hut 8 has a 50% membership interest alongside a leading
energy partner (the “King Mountain JV”).
- New Hut will manage 220 MW of hosting infrastructure at its
King Mountain, TX site, powered by a mix of energy sources
including wind and nuclear, supporting multiple clients, including
some of the industry’s largest miners. Hosting is owned by the King
Mountain JV.
- New Hut will manage 680 MW of energy under its managed services
division, powered by energy from a mix of sources including
renewable and zero-emission in Kearney, NB and Granbury and King
Mountain, TX. This unique, leading-edge service offering gives
Bitcoin mine site owners the opportunity to have experts manage all
day-to-day operations, hosting, site management, and maintenance
using purpose-built site management software.
In addition, New Hut will offer enterprise customers cloud,
colocation, AI, and Machine Learning services at its five high
performance computing data centers located in Vancouver and
Kelowna, British Columbia, and in the Greater Toronto Area in
Ontario, Canada.
Jaime Leverton will serve as Chief Executive Officer of New Hut;
Bill Tai will serve as Chair of New Hut’s Board of Directors; Asher
Genoot will serve as President of New Hut; Mike Ho will serve as
Chief Strategy Officer of New Hut; and Shenif Visram will serve as
Chief Financial Officer of New Hut.
Advisors
Bennett Jones LLP and Skadden, Arps, Slate, Meagher & Flom
LLP acted as legal counsel to Hut 8 and Stifel GMP served as
financial advisor to Hut 8.
Stikeman Elliott LLP and Greenberg Traurig acted as legal
counsel to USBTC and Needham & Company served as financial
advisor to USBTC.
Analyst Call
New Hut will host a webcast call announcing details of the
closing of the transaction at 10 a.m. EST on Monday, December 4,
2023. The call is open to analysts, media, and investors who can
join through the following link: https://ow.ly/pggV50Q9XgM.
About Hut 8 Corp.
Through innovation, imagination, and passion, Hut 8 Corp.’s
seasoned executive team is bullish on creating value at the
intersection of infrastructure and energy through Bitcoin mining
and hosting, groundbreaking managed services, energy arbitrage,
operating traditional data centers, and capitalizing on emerging
technologies like AI and machine learning. Headquartered in Miami,
Florida, Hut 8 Corp.’s infrastructure portfolio includes eleven
sites: five high performance computing data centers across
British Columbia and Ontario that offer cloud, co-location, AI,
machine learning, and VFX rendering computing solutions, and six
Bitcoin mining, hosting, and managed services sites located in
Alberta, New York, Nebraska, and Texas. Long-distinguished for
its unique treasury strategy, Hut 8 Corp. has one of the highest
inventories of self-mined Bitcoin of any publicly-traded company
globally. For more information, visit www.hut8.com and 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 Hut 8
and New Hut expect or anticipate will or may occur in the future,
including such things as future business strategy, competitive
strengths, goals, expansion and growth of the business, 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. Specifically, such forward-looking information
included in this press release includes statements relating to the
anticipated complementary strengths of the parties to the
Transaction, combined valuation of New Hut and the expectation that
it will exceed the sum of its parts, pipeline of greenfield,
brownfield and integration opportunities, trading of New Hut, and
future growth in economical mining operations, high performance
computing, extensive hosting operations, and the managed services
business.
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 and New Hut 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 realize the anticipated benefits of the
Transaction or implement the business plan for New Hut, including
as a result of difficulty in integrating the businesses of the
companies involved (including the retention of key employees); the
ability to realize synergies and cost savings, and to the extent,
anticipated; the potential impact of the Transaction on mining
activities; the potential impact of the announcement of
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; 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 mining sites; failure of
the Celsius transaction to receive the necessary legal approvals or
failure of the Celsius transaction to otherwise close; failure to
achieve the intended benefits of the Celsius transaction; failure
to implement business plans, forecasts, and other expectations; and
failure to identify and realize additional opportunities and other
risks related to the digital asset mining and data centre business.
For a complete list of the factors that could affect New Hut,
please see the “Risk Factors” section of New Hut’s Registration
Statement on Form S-4 dated November 7, 2023, available under New
Hut’s EDGAR profile at www.sec.gov, in addition to the “Risk
Factors” section of Hut 8’s Annual Information Form dated March 9,
2023, and Hut 8 Mining Corp.’s other continuous disclosure
documents which are available under Hut 8 SEDAR+ profile
at www.sedarplus.ca and under Hut 8 Mining Corp.’s EDGAR
profile at www.sec.gov.
Hut 8 Corp. Investor Relations
Sue Ennis
sue@hut8.io
Hut 8 Corp. Media Relations
Erin Dermer
erin.dermer@hut8.io
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