Quarterly revenue of $19.1 million including
$4.2 million from
the high performance computing business
9,136 self-mined Bitcoin held in
custody or pledged as collateral on
June 30
TORONTO, Aug. 14,
2023 /PRNewswire/ - Hut 8 Mining Corp. (Nasdaq: HUT)
(TSX: HUT) ("Hut 8" or the "Company"), one of North America's largest, innovation-focused
digital asset mining pioneers, and high performance computing
infrastructure provider, announced its financial results for the
quarter ended June 30, 2023 ("Q2
2023"). All dollar figures are in Canadian Dollars ("CAD"), unless
otherwise stated.
"We continued to build momentum toward closing our transaction
with USBTC by progressing toward receiving regulatory approvals to
proceed and improving our projected post-merger self-mining
capacity to 7.5 EH/s," said Jaime
Leverton, CEO of Hut 8. "That said, we are not here to
simply chase exahash: we have been unique in our approach to
growing our business primarily through inorganic means, and have
done so with an infrastructure-first mindset. We believe that there
is value to be captured beyond proprietary mining, which is why we
acquired the HPC business. We are confident that this merger
positively positions us on a path to growth by expanding into more
stable energy markets and increasing our exposure to capex-light,
scalable, fiat-based revenue streams like hosting and managed
infrastructure operations, which includes purpose-built site
management software, while improving our self-mining
capabilities."
"While we continued to face mining challenges during the second
quarter at Drumheller, which are
reflected in decreased revenue and fewer Bitcoin
mined, we were successful in strategically managing our costs,"
said Shenif Visram, CFO of Hut 8. "In our high performance
computing business, we signed a significant five-year contract
during the period, and will begin to realize that revenue later
this year. In the meantime, we have more than 1 MW of data centre
capacity and existing infrastructure readily available to meet
customers' AI and other high performance computing demands."
Q2 2023 HIGHLIGHTS
- Revenue decreased by $24.6
million to $19.2 million
during the quarter ended June 30,
2023 compared to $43.8 million
during the quarter ended June 30,
2022 ("Q2 2022").
- The Company mined 399 Bitcoin in the quarter ended
June 30, 2023, an approximately 58%
decrease compared to the quarter ended June
30, 2022, primarily due to an increase in average
Bitcoin network difficulty resulting in decrease in
Bitcoin mined, the impact of the suspension of
operations at the Company's North Bay Facility, and ongoing
electrical issues at the Company's Drumheller facility.
- The Company's high performance computing ("HPC") operations
generated $4.2 million of primarily
monthly recurring revenue in Q2 2023 compared to $4.7 million in Q2 2022 as a result of the
discontinuation of certain low-margin products and service
offerings, customer churn, which were partially offset by new
sales. The new sales do not reflect the newly signed five-year
agreement with Interior Health, as the revenue earned from the
agreement will commence later in 2023.
- As previously reported, the Company encountered issues at the
Drumheller site, primarily
stemming from high energy input levels that have been causing
miners to fail. This has materially reduced operations, which are
currently at approximately 20% of our installed hash rate at the
site. The team has implemented new custom firmware across all miner
models designed to lower the power supply's maximum output voltage,
ensured our equipment operates within safe limits, increased repair
staff, added an additional repair centre shift, and procured new
hardware to expedite repairs and accelerate the speed at which we
bring miners back online. The electrical issues at the Drumheller site have been compounded by high
energy rates which further increased curtailment at the site.
- The Company's installed hashrate was 2.6 EH/s (excluding the
Company's North Bay facility) as
of June 30, 2023 compared to 2.6 EH/s
as of March 31, 2023.
BITCOIN INVENTORY AND
VALUE
As at June 30, 2023, the Company
had a total self-mined Bitcoin balance held in custody
or pledged as collateral of 9,136 with a market value of
$368.7 million. During the second
quarter of 2023, 399 Bitcoin were mined and 396
Bitcoin were sold, for which the Company received
proceeds of $14.7 million.
OPERATING AND FINANCIAL
OVERVIEW
For the periods
ended June 30
|
Three Months
Ended
|
|
Six Months
Ended
|
(CAD thousands,
except per share amounts)
|
2023
|
2022
|
|
2023
|
2022
|
Operating
results
|
|
|
|
|
|
Digital assets
mined
|
399
|
946
|
|
874
|
1,888
|
|
|
|
|
|
|
Financial
results
|
|
|
|
|
|
Total
revenue
|
$
19,183
|
$
43,845
|
|
$
38,204
|
$
97,178
|
Net (loss)
income
|
(16,713)
|
(88,067)
|
|
91,790
|
(32,359)
|
Mining Profit
(i)
|
3,200
|
14,906
|
|
5,790
|
47,813
|
Adjusted EBITDA
(i)
|
(2,690)
|
(98,136)
|
|
133,340
|
(71,027)
|
|
|
|
|
|
|
Per
share
|
|
|
|
|
|
Net income -
basic
|
$
(0.08)
|
$
(0.49)
|
|
$
0.42
|
$
(0.19)
|
Net income -
diluted
|
$
(0.08)
|
$
(0.49)
|
|
$
0.40
|
$
(0.19)
|
(i) Non-IFRS
measure - see "Non-IFRS Measures" section below. Certain
comparative figures have been restated
where necessary to conform with current period
presentation.
|
|
|
|
|
As at
|
(CAD
thousands)
|
|
|
|
June 30,
2023
|
December 31,
2022
|
Financial
position
|
|
|
|
|
|
Cash
|
|
|
|
$
26,687
|
$
30,515
|
Total digital
assets
|
|
|
|
368,942
|
203,627
|
Total
assets
|
|
|
|
557,549
|
412,937
|
Total
liabilities
|
|
|
|
86,383
|
61,547
|
Total shareholders'
equity
|
|
|
|
471,166
|
351,390
|
Working Capital
(ii)
|
|
|
|
345,314
|
215,490
|
(ii)
Calculated as current assets less current liabilities.
|
|
- Revenue decreased by $24.6
million to $19.2 million
during the quarter ended June 30,
2023 compared to $43.8 million
during the quarter ended June 30,
2022 ("Q2 2022"). The Company mined 399 Bitcoin
in the quarter ended June 30, 2023,
an approximately 58% decrease compared to the quarter ended
June 30, 2022, primarily due to an
increase in average Bitcoin network difficulty
resulting in decrease in Bitcoin mined, halt in the
Company's graphic processing units ("GPU") mining activities due to
the Ethereum network's change in consensus mechanism
from proof-of-work to proof-of-stake during the third quarter of
2022, the impact of the suspension of operations at the Company's
North Bay Facility, and ongoing electrical issues at the Company's
Drumheller facility which
continued from the fourth quarter of 2022. Revenue from the
Company's digital asset mining operations also declined as a result
of lower Digital Asset Revenue per Bitcoin
Mined(i) due to the decrease in the daily average
closing Bitcoin price in the current quarter versus
the comparative quarter. The Company's high performance computing
operations generated $4.2 million of
primarily monthly recurring revenue in Q2 2023 compared to
$4.7 million in Q2 2022 as a result
of the discontinuation of certain low-margin products and service
offerings, customer churn, which were partially offset by new
sales. The new sales do not reflect the newly signed five-year
agreement with Interior Health, as the revenue earned from the
agreement will commence later in 2023.
- Cost of revenue consists of site operating costs and
depreciation. The cost of revenue was $23.8
million for the second quarter of 2023 compared to
$47.7 million in the same period in
2022. Site operating costs consist primarily of electricity costs
as well as personnel, network monitoring, and equipment repair and
maintenance costs at our digital asset mining and high performance
computing operations. Site operating costs for the quarter ended
June 30, 2023 were $14.3 million, of which $11.8 million were attributable to our mining
operations and $2.5 million were
attributable to our high performance computing operations. The site
operating costs for the quarter ended June
30, 2022 were $26.8 million,
of which $24.5 million were
attributable to our mining operations and $2.3 million were attributable to our high
performance computing operations. The Mining Cost per
Bitcoin(i) for the second quarter of 2023
was $29,551 per Bitcoin,
compared to $25,611 per
Bitcoin in the prior year for the same quarter. The
increase was due to higher power consumption per
Bitcoin mined and ongoing electrical issues at the
Drumheller facility, which was
partially offset by the Company's decision to curtail, lower
average energy prices, and increased efficiencies in the miners
deployed compared to prior year same quarter. The increase in site
operating costs related to the high performance computing
operations is primarily due to increased repairs and maintenance to
improve the Company's facilities. Depreciation expense decreased to
$9.5 million during the second
quarter of 2023 compared to $20.9
million in the same quarter of 2022, primarily driven by the
lower net book value of digital asset mining assets after the
recognition of non-cash impairment charge during the fourth quarter
of 2022 as part of annual impairment testing.
- Net loss was $16.7 million and
net loss per share was $0.08 for the
three months ended June 30, 2023,
compared to net loss of $88.1 million
and net loss per share of $0.49 for
the same period in 2022. The change was primarily driven by the
lower non-cash revaluation loss on digital assets recorded to
income or loss, partially offset by the lower non-cash gain on
revaluation of warrant liability, resulting in lower net loss.
Additionally, the net loss per share was lower due to greater
weighted average number of shares outstanding for earnings per
share purposes under International Accounting Standards 33.
- Mining Profit(i) was $3.2
million for the quarter ended June
30, 2023, compared to $14.9
million in the prior year's quarter. The decrease in Mining
Profit(i) compared to the prior year's quarter is mainly
due to the decrease in price of Bitcoin, lower
quantity of Bitcoin mined due to increased
Bitcoin network difficulty, halt in the Company's GPU
mining activities due to the Ethereum network's change
in consensus mechanism from proof-of-work to proof-of-stake during
the third quarter of 2022, impact of the suspension of operations
at the Company's North Bay Facility, and the ongoing electrical
issues at the Company's Drumheller
facility noted above, and was partially offset by lower average
power prices.
- Adjusted EBITDA(i) was negative $2.7 million for the quarter ended June 30, 2023, compared to a negative Adjusted
EBITDA(i) of $98.1 million
in the prior year's quarter, primarily driven by a lower loss on
revaluation of digital assets, partially offset by a lower digital
asset Mining Profit(i), and the aforementioned
electrical issues at the Company's Drumheller facility. Contributions from HPC
operations were offset by lower margins in digital asset mining
operations.
For more information, please refer to the Company's management's
discussion & analysis (the "MD&A") and the Company's
unaudited condensed consolidated interim financial statements for
the six months ended June 30, 2023
and 2022. These documents are available on the Company's website at
hut8.io, under the Company's SEDAR profile at www.sedar.com, and
under the Company's EDGAR profile at www.sec.gov.
______________________________
|
(i) Non-IFRS measure or ratio - see
"Non-IFRS Measures and Ratios" section below. Certain comparative
figures have been restated where necessary to conform with current
period presentation.
|
|
NON-IFRS MEASURES AND
RATIOS
This press release makes reference to certain measures and
ratios that are not recognized under IFRS and do not have a
standardized meaning prescribed by IFRS. They are therefore not
necessarily comparable to similar measures or ratios presented by
other companies. The Company uses non-IFRS measures and ratios
including "Mining Profit", "Adjusted EBITDA", "Digital Asset
Revenue per Bitcoin Mined", and "Mining Cost per
Bitcoin" as additional information to complement IFRS
measures by providing further understanding of the Company's
results of operations from Management's perspective and should not
be viewed as alternatives to, or replacements of, measures of
operating results and liquidity presented in accordance with
IFRS.
The following tables and definitions reconcile non-IFRS measures
and ratios used by the Company to analyze the operational
performance of Hut 8 to their nearest IFRS measure and should be
read in conjunction with the Company's unaudited condensed
consolidated interim financial statements for the six months ended
June 30, 2023 and 2022.
Mining Profit
"Mining Profit" represents gross profit (revenue less
cost of revenue), excluding depreciation and revenue and site
operating costs directly attributable to hosting services and high
performance computing operations. Mining Profit shows profitability
of the Company's core digital asset mining operation, without the
impact of non-cash depreciation expense. Mining Profit measure
provides investors the ability to assess the profitability of the
mining operations exclusive of general and administrative
expenses.
The following table reconciles gross (loss) profit to our
non-IFRS measure, Mining Profit:
For the periods
ended June 30
|
Three Months
Ended
|
|
Six Months
Ended
|
(CAD
thousands)
|
2023
|
2022
|
|
2023
|
2022
|
Gross (loss)
profit
|
$ (4,651)
|
$
(3,841)
|
|
$ (10,858)
|
$
12,614
|
|
|
|
|
|
|
Add
(deduct):
|
|
|
|
|
|
Revenue from
hosting
|
–
|
–
|
|
–
|
(751)
|
Revenue from high
performance computing
|
(4,192)
|
(4,711)
|
|
(8,687)
|
(8,001)
|
Site operating costs
attributable to hosting
and high performance computing
|
2,551
|
2,554
|
|
4,984
|
4,682
|
Depreciation
|
9,492
|
20,904
|
|
20,351
|
39,269
|
Mining
Profit
|
$
3,200
|
$
14,906
|
|
$
5,790
|
$
47,813
|
Adjusted EBITDA
"Adjusted EBITDA" represents EBITDA (net income or
loss excluding net finance income or expense, income tax or
recovery, depreciation, and amortization) adjusted to exclude
non-cash share-based compensation, fair value gain or loss on
revaluation of warrants, non-recurring impairment charges or
reversals of impairment, and costs associated with one-time or
non-recurring transactions. Adjusted EBITDA is used to assess
profitability without the impact of non-recurring non-cash
accounting policies, capital structure, taxation, and one-time or
non-recurring transactions. This performance measure provides a
consistent comparable metric for profitability of the Company
across time periods.
The following table reconciles net (loss) income to our non-IFRS
measure, Adjusted EBITDA:
For the periods
ended June 30
|
Three Months
Ended
|
|
Six Months
Ended
|
(CAD
thousands)
|
2023
|
2022
|
|
2023
|
2022
|
Net (loss)
income
|
$
(16,713)
|
$ (88,067)
|
|
$
91,790
|
$
(32,359)
|
|
|
|
|
|
|
Add
(deduct):
|
|
|
|
|
|
Net finance
expense
|
1,437
|
1,543
|
|
2,869
|
2,835
|
Depreciation and
amortization
|
9,669
|
21,247
|
|
20,705
|
39,841
|
Share based
payment
|
2,477
|
1,977
|
|
5,512
|
3,276
|
Foreign exchange
(gain) loss
|
(298)
|
(27)
|
|
(291)
|
684
|
One-time transaction
costs
|
2,887
|
–
|
|
15,175
|
1,611
|
North Bay
decommissioning costs
|
245
|
–
|
|
919
|
–
|
Deferred income tax
(recovery) expense
|
(2,055)
|
8,472
|
|
(3,127)
|
9,593
|
Sales tax
expense
|
–
|
–
|
|
–
|
913
|
Gain on revaluation of
warrants
|
(339)
|
(43,281)
|
|
(212)
|
(97,421)
|
Adjusted
EBITDA
|
$
(2,690)
|
$ (98,136)
|
|
$
133,340
|
$
(71,027)
|
Digital Asset Revenue per Bitcoin
Mined
"Digital Asset Revenue per Bitcoin Mined"
represents revenue, excluding revenue from hosting services and
high performance computing operations, measured on a per
Bitcoin mined basis during a period. Digital Asset
Revenue per Bitcoin Mined is used and provides
investors the ability to assess the average revenue earned per
Bitcoin mined during a period by the Company's digital
asset mining operations.
The following table reconciles revenue to our non-IFRS ratio,
Digital Asset Revenue per Bitcoin Mined:
For the three months
ended
(CAD thousands,
except per Bitcoin
amounts)
|
June 30, 2023
Q2
|
Jun 30,
2022 Q2
|
Revenue
|
$
19,183
|
$
43,845
|
|
|
|
Deduct:
|
|
|
Revenue from high
performance computing
|
(4,192)
|
(4,711)
|
Digital asset
revenue
|
14,991
|
39,134
|
|
|
|
Divided by:
|
|
|
Number of Bitcoin
mined
|
399
|
946
|
Digital Asset Revenue
per Bitcoin Mined
|
$
37,571
|
$
41,368
|
Mining Cost per Bitcoin
"Mining Cost per Bitcoin" represents the cost of
revenue, excluding site operating costs attributable to hosting
services and high performance computing operations, and
depreciation, measured on a per Bitcoin mined basis
during a period. Mining Cost per Bitcoin is used and
provides the investors the ability to evaluate the efficiency of
the Company's digital asset mining operations exclusive of general
and administrative expenses.
The following table reconciles cost of revenue to our non-IFRS
ratio, Mining Cost per Bitcoin:
For the periods
ended June 30
|
Three Months
Ended
|
|
Six Months
Ended
|
(CAD thousands,
except per Bitcoin
amounts)
|
2023
|
2022
|
|
2023
|
2022
|
Cost of
revenue
|
$ (23,834)
|
$ (47,686)
|
|
$ (49,062)
|
$ (84,564)
|
|
|
|
|
|
|
Add
(deduct):
|
|
|
|
|
|
Site operating costs
attributable to high
performance computing and hosting
|
2,551
|
2,554
|
|
4,984
|
4,682
|
Depreciation
|
9,492
|
20,904
|
|
20,351
|
39,269
|
Mining cost
|
(11,791)
|
(24,228)
|
|
(23,727)
|
(40,613)
|
|
|
|
|
|
|
Divided by:
|
|
|
|
|
|
Number of Bitcoin
mined
|
399
|
946
|
|
874
|
1,888
|
Mining Cost per
Bitcoin
|
$ (29,551)
|
$
(25,611)
|
|
$ (27,148)
|
$ (21,511)
|
CORPORATE UPDATES
Hut 8 and U.S. Data Mining Group, Inc., doing business as US
Bitcoin Corp ("USBTC") continue to make progress on
the proposed business combination pursuant to which the two
companies will combine in all-stock merger of equals (the
"Transaction"). The combined company will be named "Hut 8 Corp."
("New Hut") and will be a U.S.-domiciled entity. The Transaction is
expected to establish New Hut as a large scale, publicly traded
Bitcoin miner focused on economical mining, highly
diversified revenue streams, and industry leading environmental,
social, and governance (ESG) practices.
On June 15, 2023, The Company
announced that it filed a further amendment to its Form S-4
Registration Statement (the "Amended Registration Statement") with
the U.S. Securities and Exchange Commission (the "SEC").
As disclosed in the Amended Registration Statement:
- New Hut's expected installed self-mining capacity has increased
from the previously disclosed 7.02 EH/s to 7.5 EH/s at mining
facilities in Medicine Hat and
Drumheller in Alberta; Niagara
Falls, New York; Kearney,
Nebraska; and Granbury and
King Mountain, Texas upon the
close of the Transaction. The improvement is due to the
energization of additional miners at USBTC's sites.
- The 1.7 EH/s installed self-mining capacity at the King
Mountain, Texas site is owned by
the King Mountain Joint Venture in which USBTC has a 50% membership
interest alongside a leading energy partner.
On July 17, 2023, The Company
announced that it filed a further amendment to its Form S-4
Registration Statement with the U.S. Securities and Exchange
Commission (the "SEC").
The Transaction is particularly strategic as it will establish
New Hut with geographic diversity across its self-mining business,
which will include differentiated energy sources in a variety of
markets, and improve efficiencies at the miner level by using
proprietary, purpose-built software that can identify and mitigate
machine and energy price issues in real-time. Notably, it will
further diversify capex-light fiat revenue lines of business by
adding USBTC's 220 MW hosting and 680 MW managed infrastructure
operations businesses to Hut 8's existing HPC and repair centre
operations. Completion of the Transaction is subject to obtaining
the remaining regulatory approvals, shareholder approval, court
approval, and other customary closing conditions. Hut 8 expects the
Transaction to close by September 30,
2023.
On August 11, 2023, The Company
announced that it has entered into a transaction support agreement
(the "Support Agreement") with Macquarie Equipment Finance Ltd.
("Macquarie") a subsidiary of Macquarie Group Limited, a global
financial services group, in support of an opportunity to
potentially acquire certain assets of Validus Power Corp.
("Validus") and Validus' subsidiaries (collectively, the "Validus
Entities"). Validus was previously a supplier of energy to the
Company's mining facility in North Bay,
Ontario. Macquarie is a secured creditor of the Validus
Entities under an existing secured lease and participation
agreement.
Pursuant to an order of the Ontario Superior Court of Justice
(Commercial List) (the "Court") issued on August 10, 2023, on application by Macquarie, KSV
Restructuring Inc. ("KSV"), a licensed insolvency trustee with
extensive experience in receivership mandates, has been appointed
as receiver of the property, assets, and undertakings of the
Validus Entities (KSV in such capacity, the "Receiver").
Subject to the satisfaction of certain conditions, under the
terms of the Support Agreement, a stalking horse bid (the "Stalking
Horse Bid") is to be submitted to the Receiver in support of a
proposed sale and investment solicitation process to be carried out
in respect of the Validus Entities.
A Stalking Horse Bid, if ultimately successful, is expected to
result in the full and final resolution of all litigation claims
and counterclaims currently pending between Hut 8 and certain
Validus Entities. Further details in respect of any Stalking Horse
Bid will be provided if and as conditions warrant and subject to,
among other things, the acceptance of a Stalking Horse Bid by the
Receiver and approval of the Court.
CONFERENCE CALL
Hut 8 Mining Q2 2023 conference call will commence at
10 a.m. ET, today.
To join the conference call without operator assistance, you may
register and enter your phone number at
https://ow.ly/vmjc50PqkLA to receive an instant, automated
call back that will place you in the conference
Those joining via operator should dial in 5-10 minutes early to:
1-888-664-6392 (toll-free, North
America) and use access code: 388162 #
Analyst Coverage of Hut 8 Mining:
A full list of Hut 8 Mining analyst coverage can be found here:
https://hut8.io/investors/
About Hut 8
Through innovation, imagination, and
passion, Hut 8's seasoned executive team is bullish on building and
operating computing infrastructure that powers Bitcoin
mining, traditional data centres, and emerging technologies like AI
and machine learning. Hut 8's infrastructure portfolio includes
seven sites: five high performance computing data centres
across British Columbia and
Ontario that offer cloud,
co-location, managed services, A.I., machine learning, and VFX
rendering computing solutions, and two Bitcoin mining
sites located in Southern Alberta.
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. Follow us on X (formerly
known as Twitter) at @Hut8Mining.
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 the Company expects or anticipates will
or may occur in the future, including such things as future
business strategy, competitive strengths, goals, expansion and
growth of the Company's businesses, 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",
"believe", "estimate", "expect" or similar expressions. In
addition, any statements that refer to expectations, projections or
other characterizations of future events or circumstances contain
forward-looking information. Specifically, such forward-looking
information included in this press release include, but are not
limited to, statements with respect to the following: the Company's
position and ability to seize opportunities in the digital asset
industry; the Company's ability to advance the HODL strategy in the
long-term; the Company's growth strategy; expectations for other
economic, business, regulatory and/or competitive factors related
to the Company or the Bitcoin industry generally;
projected hash rate, expenses and profitability; the ability of the
Company to react to digital asset price volatility; fluctuating
power and energy costs; the ability of the Company to navigate
increased network difficulty; the remediation of the operational
issues at the Company's Drumheller
facility, and the timing thereof; the expected outcomes of the
Transaction, including New Hut's assets and financial position; the
ability of Hut 8 and USBTC to complete the Transaction on the terms
described herein, or at all, including, receipt of required
regulatory approvals, shareholder approvals, court approvals, stock
exchange approvals and satisfaction of other closing customary
conditions; the expected timing of the closing of the Transaction;
the expected synergies related to the Transaction in respect of
strategy, operations and other matters; projections related to
expansion; expectations related to New Hut's hashrate and
self-mining capacity; expected ESG efforts and commitments; and the
ability of New Hut to execute on future opportunities; the timing
and completion (if at all) of a Stalking Horse Bid; the timing and
completion (if at all) of a proposed sale and investment
solicitation process; the timing of the proceedings in respect of
the Receiver; and the expected resolution of litigation claims
between Hut 8 and certain Validus Entities.
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 and financial performance of the digital asset industry;
effective tax rates; the U.S./Canadian dollar exchange rate;
inflation; access to capital; timing and receipt of regulatory
approvals; acquisition and divestiture activities, operational
expenses, returns on investments, transaction costs, fluctuations
in energy prices and the Company's energy requirements, the ability
to obtain requisite approvals (including shareholder, stock
exchange, regulatory, and court approvals) and the satisfaction of
other conditions to the consummation of the Transaction and the
Stalking Horse Bid on the proposed terms or at all; the anticipated
timeline for the completion of the Transaction and the Stalking
Horse Bid; the ability to realize the anticipated benefits of the
Transaction and the Stalking Horse Bid; the ability to implement
the business plan for New Hut, including as a result of a delay in
completing the Transaction or difficulty in integrating the
businesses of the companies involved (including the retention of
key employees); the potential impact of the consummation of the
Transaction on relationships, including with regulatory bodies,
employees, suppliers, customers, competitors and other key
stakeholders; and the outcome of any litigation proceedings in
respect of the Company's legal dispute with Validus Power Corp.
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: 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; erroneous transactions; reliance on a limited number of
key employees; reliance on third party mining pool service
providers; regulatory changes; classification and tax changes;
momentum pricing risk; fraud and failure related to
digital asset exchanges; difficulty in obtaining banking services
and financing; difficulty in obtaining insurance, permits and
licenses; 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; inflationary pressures and the rising
cost of capital; changes in network and infrastructure; system
interruption; changes in leasing arrangements; counterparty risk;
failure to achieve intended benefits of power purchase agreements;
potential for interrupted delivery, or suspension of the delivery,
of energy to the Company's mining sites; the ability to implement
business plans, forecasts, and other expectations; the ability 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 the Company, please
see the "Risk Factors" section of the Company's Annual Information
Form dated March 9, 2023, and Hut 8's
other continuous disclosure documents which are available on
Company's website at hut8.io, under the Company's SEDAR profile at
www.sedar.com and under the Company's EDGAR profile at
www.sec.gov.
These factors are not intended to represent a complete list of
the factors that could affect Hut 8, USBTC, or New Hut; however,
these factors should be considered carefully. There can be no
assurance that such estimates and assumptions will prove to be
correct. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described in this press release as intended, planned,
anticipated, believed, sought, proposed, estimated, forecasted,
expected, projected or targeted and such forward-looking statements
included in this press release should not be unduly relied upon.
The impact of any one assumption, risk, uncertainty, or other
factor on a particular forward-looking statement cannot be
determined with certainty because they are interdependent and Hut
8's future decisions and actions will depend on management's
assessment of all information at the relevant time. The
forward-looking statements contained in this press release are made
as of the date of this press release, and Hut 8 expressly disclaims
any obligation to update or alter statements containing any
forward-looking information, or the factors or assumptions
underlying them, whether as a result of new information, future
events or otherwise, except as required by law. Except where
otherwise indicated herein, the information provided herein is
based on matters as they exist as of the date of preparation and
not as of any future date, and will not be updated or otherwise
revised to reflect information that subsequently becomes available,
or circumstances existing or changes occurring after the date of
preparation.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
In connection with the transaction, that, if
completed, would result in New Hut becoming a new public company,
New Hut has filed a registration statement on Form S-4 (the "Form
S-4") with the U.S. Securities and Exchange Commission's
("SEC"). USBTC and Hut 8 urge investors, shareholders,
and other interested persons to read the Form S-4, including any
amendments thereto, the Hut 8 meeting circular, as well as other
documents filed or to be filed with the SEC and documents to be
filed with Canadian securities regulatory authorities in connection
with the transaction, as these materials do and will contain
important information about USBTC, Hut 8, New Hut and
the transaction. New Hut also has, and will, file other documents
regarding the transaction with the SEC. This press release is not a
substitute for the Form S-4 or any other documents that may be sent
to Hut 8's shareholders or USBTC's stockholders in
connection with the transaction. Investors and security holders are
or will be able to obtain free copies of the Form S-4 and all other
relevant documents filed or that will be filed with the SEC by New
Hut through the website maintained by the SEC at www.sec.gov
or by contacting the investor relations department of Hut 8
at info@hut8.io and of USBTC at
info@usbitcoin.com.
NO OFFER OR SOLICITATION
This press release is
not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the "Securities Act") or in a transaction exempt from the
registration requirements of the Securities Act.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/hut-8-reports-operating-and-financial-results-for-q2-2023-301899327.html
SOURCE Hut 8 Mining Corp