U.S. Data Mining Group, Inc. (USBTC) signed the Letter of Intent to acquire Hut 8 Mining Corp. (TSX:HUT) in a reverse merger of equals transaction on December 30, 2022. U.S. Data Mining Group, Inc. entered into a definitive business combination agreement to acquire U.S. Data Mining Group, Inc. in a reverse merger of equals transaction for approximately $510 million in a merger of equals transaction on February 6, 2023. Pursuant to the business combination agreement, shareholders of Hut 8 will receive, for each Hut 8 share, 0.2 of a share of New Hut common stock 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 aggregate consideration implies a combined market capitalization of approximately $990 million. In conjunction with the Proposed Transaction, Hut 8 will provide USBTC with $6.0 to $6.5 million in secured bridge financing, subject to definitive documentation. Upon consummation of the transaction existing Hut 8 shareholders and USBTC stockholders will each collectively own, on a fully diluted in the money basis, approximately 50% each of the stock of the Combined Company. Following the completion of the transaction, Hut 8 and USBTC will each become wholly owned subsidiaries of New Hut. The shares of New Hut will trade on the Toronto Stock Exchange and the Nasdaq Stock Market, subject to approval or acceptance of each exchange in respect of the transaction. The combined company will be named Hut 8 Corp. and will be a U.S. domiciled entity. If the Business Combination agreement is terminated under certain circumstances and conditions, Hut 8 may be required to pay USBTC a termination fee of $10 million. The Board of Directors of New Hut will consist of 10 directors, comprised of 5 directors from Hut 8 and 5 directors from USBTC. The key senior management team and directors will include Chair of the Board ? Bill Tai, Chief Executive Officer ? Jaime Leverton, President ? Asher Genoot, Chief Strategy Officer ? Michael Ho, Chief Financial Officer ? Shenif Visram. As of August 8, 2023, Hut 8 Mining Corp has obtained an interim order from the Supreme Court of British Columbia to schedule a special meeting among the Company Shareholders" to approve the Arrangement, to be held on September 12, 2023.

Completion of the transaction is subject to the parties have obtained a final order of the Supreme Court of British Columbia, approvals of any requisite governmental entity, the required USBTC stockholder approvals and Hut 8 shareholder approvals have been received, approval under the Competition Act (Canada) and the United States Hart-Scott-Rodino Antitrust Improvements Act, the Registration Statement has become effective, approvals have been obtained to list shares of New Hut common stock on Nasdaq and the TSX, holders of not more than 5% of the shares of USBTC common stock and holders of not more than 5% of the Hut Shares have exercised dissent rights, the executive employment agreements for New Hut have been executed. Each of their Boards of Directors have unanimously approved the business combination agreement. As of March 10, 2023, Hut 8 Mining received a no-action letter from the Competition Bureau of Canada in respect of the Hut 8 Mining's announced proposed business combination pursuant to which Hut 8 and U.S. Data Mining Group, Inc. dba US Bitcoin Corp. On March 10, 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is expired which satisfies one of the conditions for the closing of the transaction. As of March 14, 2023, the transaction received Court approval. As of April 27, 2023, the completion of the transaction remains subject to the remaining regulatory approvals, shareholder approval, court approval, and other customary closing conditions of the transaction. Hut 8 Mining shareholders voted in favour of the transaction on September 12, 2023. As of September 18, 2023, the Supreme Court of British Columbia has issued a final order approving the arrangement. The proposed transaction is currently expected to close in Q2 2023. As of August 14, 2023, it is anticipated that the transaction will be completed by September 30, 2023. As of November 8, 2023, Hut 8 and USBTC expect the business combination to close in the second half of 2023. The registration statement on Form S-4, initially filed with the U.S. Securities and Exchange Commission, was declared effective by the SEC on November 9. 2023. The Transaction is expected to close by November 30, 2023, subject to USBTC stockholder approval and other customary closing conditions. The stockholders of U.S. Data Mining approved the deal on November 21, 2023.

Matthew Gaasenbeek, Ruben Sahakyan and Greg Mumford of Stifel Nicolaus Canada Inc. acted as financial advisors and rendered fairness opinion to Hut 8 Board. Curtis Cusinato and Matthew Hunt of Bennett Jones LLP and Ryan J. Dzierniejko and June S. Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Hut 8 Mining Corp. in connection with the transaction. USBTC has engaged Needham & Company to act as its exclusive financial advisor and Amanda Linett of Stikeman Elliott LLP, Daniella G. Silberstein and Raffael M. Fiumara of Greenberg Traurig, P.A., and Brown Rudnick LLP as its legal advisors on the transaction. Needham & Company also provided due diligence services. Stifel Nicolaus Canada Inc. also acted as a due diligence provider to Hut 8. Hut 8 Mining Corp. has engaged Kroll, LLC (?Duff & Phelps?), operating through its Duff & Phelps Opinions Practice, to serve as an independent financial advisor to the Board of Directors to provide an opinion from a financial point of view. Kroll became entitled to a fee of $350,000 for its services, half of which became payable in connection with its engagement and the remainder of which became payable upon Duff & Phelps informing the Hut 8 Board that it was prepared to deliver its opinion. Davies Ward Phillips & Vineberg LLP acted as advisor to Kroll, LLC in the transaction. Stifel GMP will be paid by Hut 8 for the services provided thereunder, including (i) a success fee of CAD 5,250,000 ($3.9 million) if, during the term of the Stifel GMP Engagement Letter, or within 12 months thereafter, the merger is completed (the ?Transaction Fee?), (ii) a monthly work fee of CAD 50,000 ($0.04 million) lasting for three months, which amount shall be credited against the Transaction Fee, and (iii) an opinion fee of C$250,000 ($0.19 million) payable upon delivery of the Stifel GMP Opinion, which amount shall be credited against the Transaction Fee.

U.S. Data Mining Group, Inc. (USBTC) completed the acquisition of Hut 8 Mining Corp. (TSX:HUT) in a reverse merger of equals transaction on November 30, 2023. As a result of the Transaction, Hut 8 common shares will cease trading on Nasdaq and the Toronto Stock Exchange prior to the open of trading on December 4, 2023. Jaime Leverton will serve as Chief Executive Officer of combined company; Bill Tai will serve as Chair of combined company?s Board of Directors; Asher Genoot will serve as President of combined company; Mike Ho will serve as Chief Strategy Officer of combined company; and Shenif Visram will serve as Chief Financial Officer of combined company.