Ms. Jaime Leverton reports

HUT 8 AND USBTC ANNOUNCE COMPLETION OF BUSINESS COMBINATION

Hut 8 Mining Corp. has completed its business combination pursuant to which Hut 8 and U.S. Data Mining Group Inc., doing business as U.S. Bitcoin Corp. (USBTC), have combined in an all-stock merger of equals. The combined company is named Hut 8 Corp. (New Hut) and is a United States-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 chief executive officer 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 the Nasdaq Stock Market and the Toronto Stock Exchange prior to the open of trading on Dec. 4, 2023. As of the open of trading on Dec. 4, 2023, New Hut common stock will trade on the 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 1:5 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 megawatts of gross energy across six sites with self-mining, hosting and managed service operations:

• It has 7.5 EH/s (exahashes per second) of installed self-mining capacity at six sites with current self-mining operations: Medicine Hat, Alta.; Drumheller, Alta.; Niagara Falls, N.Y.; Kearney, N.B.; Granbury, Tex.; and King Mountain, Tex. The 1.7 EH/s installed self-mining production at the King Mountain, Tex., site is owned by the King Mountain joint venture (JV) in which Hut 8 has a 50-per-cent membership interest alongside a leading energy partner.
• New Hut will manage 220 megawatts of hosting infrastructure at its King Mountain, Tex., 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 megawatts of energy under its managed services division, powered by energy from a mix of sources, including renewable and zero-emission in Kearney, N.B., and Granbury and King Mountain, Tex. 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, co-location, AI (artificial intelligence) and machine learning services at its five high performance computing data centres located in Vancouver and Kelowna, B.C., 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.

Advisers

Bennett Jones LLP and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Hut 8, and Stifel GMP served as financial adviser to Hut 8.

Stikeman Elliott LLP and Greenberg Traurig acted as legal counsel to USBTC, and Needham & Company served as financial adviser 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, Dec. 4, 2023. The call is open to analysts, media and investors.

About Hut 8 Corp.

Through innovation, imagination and passion, Hut 8'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 centres, and capitalizing on emerging technologies like AI and machine learning. Headquartered in Miami, Fla., Hut 8's infrastructure portfolio includes 11 sites: five high performance computing data centres 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 has one of the highest inventories of self-mined bitcoin of any publicly traded company globally.

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