TORONTO, Aug. 17, 2022 /PRNewswire/ -- Hut 8 Mining Corp.
(Nasdaq: HUT) (TSX: HUT) ("Hut 8" or the "Company")
is pleased to announce that it has entered into an equity
distribution agreement dated August 17,
2022 (the "ATM Agreement") with Canaccord Genuity and
Stifel (the "Agents"), pursuant to which the Company
established an at-the-market equity program (the "ATM
Program").
Pursuant to the ATM Program, the Company may, at its discretion
and from time-to-time during the term of the ATM Agreement, sell,
through the Agents, such number of common shares of the Company
("Common Shares") as would result in aggregate gross
proceeds to the Company of up to US$200,000,000. Sales of Common Shares, if any,
through the Agents will be made through "at-the-market" issuances,
including without limitation, sales made directly on the Nasdaq
Stock Market in the United States
at the market price prevailing at the time of each sale. No Common
Shares will be offered or sold under the ATM Program on the Toronto
Stock Exchange or any other marketplace in Canada. The ATM Program may be terminated,
with notice, by either party at any time.
The Company intends to use the net proceeds of the ATM Program,
if any, principally for general corporate purposes (including
funding ongoing operations and/or working capital requirements).
The net proceeds of the ATM Program may also be used to repay
indebtedness outstanding from time to time, discretionary capital
programs, and potential acquisitions. Since the Common Shares will
be distributed at market prices prevailing at the time of the sale,
prices may vary between purchasers and during the period of
distribution. The volume and timing of sales, if any, will be
determined at the sole discretion of the Company and in accordance
with the terms of the ATM Agreement.
Prior to commencing the ATM Program, the Company terminated the
at the market offering agreement between the Company and H.C.
Wainwright & Co., LLC related to its previous at-the-market
offering of Common Shares for aggregate proceeds of up to
US$65 million, which was launched on
February 11, 2022.
The offer and sale of the Common Shares under the ATM Program
will be made by means of a prospectus supplement dated August 17, 2022 (the "Prospectus
Supplement") which supplements the Company's existing short
form base shelf prospectus dated August 5,
2022 (the "Base Shelf Prospectus") included in the
Company's U.S. registration statement on Form F-10 (File No.
333-266608) under the U.S.-Canada
multijurisdictional disclosure system (the "Registration
Statement"). The Registration Statement was declared effective
by the United States Securities and Exchange Commission (the
"SEC") on August 10, 2022.
Copies of the Registration Statement and the Prospectus Supplement
can be found on EDGAR at www.sec.gov and copies of the
Base Shelf Prospectus and the Prospectus Supplement can be found on
SEDAR at www.sedar.com. Copies of such documents may also be
obtained from: Canaccord Genuity LLC, Attention: Syndicate
Department, 99 High Street, 12th Floor, Boston MA 021990 or by email
at prospectus@cgf.com.
Such documents contain important information about the ATM
Program. Prospective investors should read the Base Shelf
Prospectus and the Prospectus Supplement as well as the
Registration Statement before making an investment decision.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these Common Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Hut 8 Mining Corp.
Hut 8 is one of North America's
largest innovation-focused digital asset miners, led by a team of
business-building technologists, bullish on bitcoin, blockchain,
Web 3.0 and bridging the nascent and traditional high performance
computing worlds. With two digital asset mining sites located in
Southern Alberta and a third site
in North Bay, Ontario, all located
in Canada, Hut 8 has one of the
highest capacity rates in the industry and one of the highest
inventories of self-mined Bitcoin of any crypto miner or
publicly-traded company globally. With 36,000 square feet of
geo-diverse data centre space and cloud capacity connected to
electrical grids powered by significant renewables and
emission-free resources, Hut 8 is revolutionizing conventional
assets to create the first hybrid data centre model that serves
both the traditional high performance compute (Web 2.0) and nascent
digital asset computing sectors, blockchain gaming, and Web 3.0.
Hut 8 was the first Canadian digital asset miner to list on the
Nasdaq Global Select Market. Through innovation, imagination, and
passion, Hut 8 is helping to define the digital asset revolution to
create value and positive impacts for its shareholders and
generations to come.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain "forward looking statements"
and certain "forward-looking information" as defined under
applicable Canadian securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management's current
expectations and plans relating to the future.
Specifically, such forward-looking information included in this
press release include, but are not limited to, statements with
respect to the following: including statements regarding the
aggregate value of Common Shares which may be issued pursuant to
the ATM Program and the Company's expected use of the net proceeds
from the ATM Program, if any. Readers are cautioned that such
information may not be appropriate for other purposes. 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.
Material assumptions include: assumptions regarding the level of
demand for the Common Shares under the ATM Program, the
U.S./Canadian dollar exchange rate, the expected impact of the
COVID-19 pandemic and transaction costs.
Forward-looking information is necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by Hut 8 as of the date of this press release, 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: market conditions and other factors that may
affect the Company's ability to utilize the ATM Program and the
prices at which the Company may sell Common Shares in the ATM
Program; the dilutive effect of issuances of Common Shares in the
ATM Program; future capital needs and uncertainty of additional
financing; the competitive nature of the industry; currency
exchange risks; the need for the Company to manage its planned
growth and expansion; risks related to the COVID-19 pandemic and
its impact on the Company, economic conditions and global markets;
other unforeseen events, developments, or factors causing any of
the aforesaid expectations, assumptions, and other factors
ultimately being inaccurate or irrelevant and those factors
described in greater detail in our most recent annual and interim
management's discussion and analysis, and in the "Risk Factors"
section of the, Base Shelf Prospectus, the Prospectus
Supplement and the Company's annual information form dated
March 17, 2022, which are available
at www.sedar.com, and should be considered carefully by prospective
investors.
If any of these risks or uncertainties materialize, or if the
opinions, estimates or assumptions underlying the forward-looking
information prove incorrect, actual results or future events might
vary materially from those anticipated in the forward-looking
information. Although we have attempted to identify important risk
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
risk factors not presently known to us or that we presently believe
are not material that could also cause actual results or future
events to differ materially from those expressed in such
forward-looking information. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. No forward-looking statement is a guarantee of future
results. Accordingly, you should not place undue reliance on
forward-looking information, which speaks only as of the date made.
The forward-looking information contained in this press release
represents our expectations as of the date specified herein and are
subject to change after such date. However, we disclaim any
intention or obligation or undertaking to update or revise any
forward-looking information whether as a result of new information,
future events or otherwise, except as required under applicable
securities laws.
All of the forward-looking information contained in this press
release is expressly qualified by the foregoing cautionary
statements.
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Investor contact: Sue Ennis, sue@hut8mining.com; Media
contact: Erin
Dermer, erin.dermer@hut8mining.com