Hut 8 and US Bitcoin Announce Merger of Equals

Hut 8 Mining Corp. (Hut 8) and US Bitcoin Corp. (USBTC) announced an all-stock merger of equals to create a preeminent digital asset mining, hosting, managed infrastructure operations, and high performance computing organization. The combined company will be named Hut 8 Corp. and will be a U.S.-domiciled entity.

The transaction will be effected by way of a court-approved plan of arrangement involving Hut 8 under the Business Corporations Act (British Columbia) and a statutory merger involving USBTC under the laws of the State of Nevada.

Shareholders of Hut 8 will receive, for each Hut 8 share, 0.2 of a share of New Hut common stock (the Hut Consideration), which will effectively result in a consolidation of the Hut 8 shares on a 5 to 1 basis. Stockholders of USBTC will receive, for each share of USBTC capital stock, 0.6716 of a share of New Hut common stock (the USBTC Consideration and together with the Hut Consideration, the Consideration). Based on the five-day VWAP for the Hut 8 shares on the Nasdaq as of the last trading day prior to the date of announcement, the aggregate Consideration implies a combined market capitalization of approximately US$990 million.

Hut 8 is a large, innovation-focused digital asset mining pioneer and high performance computing infrastructure provider. USBTC is a builder and strategic operator of four Bitcoin mining centres across the United States.

Bennett Jones is acting as Canadian legal advisor to Hut 8 Mining Corp. on the deal. The Bennett Jones team is led by Curtis Cusinato (Corporate/M&A) and includes Matthew Hunt, Jeffrey Kerbel, Gordon McKenna, Osie Ukwuoma, Monique Murray and Doug Scully (Corporate/M&A); Thomas Bauer and Philip Ward (Tax); and Adam Kalbfleisch and Zirjan Derwa (Competition).

More details on the transaction are available on Hut 8's press release.