/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, June 10, 2020 /CNW/ - Hut 8 Mining
Corp. (TSX: HUT) (OTCQX: HUTMF) ("Hut 8" or the
"Company"), one of the world's largest public cryptocurrency
mining companies by operating capacity and market capitalization,
today announced it has filed a preliminary short form prospectus in
connection with an overnight marketed public offering (the
"Offering") of units of the Company (the
"Units").
The Offering is to raise a minimum $7.5
million from the sale of Units at a price of $1.45 per Unit. Each Unit will consist of
one (1) common share (a "Common Share") of the Company and
one (1) common share purchase warrant (a "Warrant"). Each
Warrant will entitle the holder thereof to purchase one common
share of the Company at an exercise price of $1.80 per share over a period of 18 months.
The Offering is being led by Stifel GMP with a syndicate of
underwriters including Canaccord Genuity Corp., Echelon Wealth
Partners Inc. Gravitas Securities Inc., Haywood Securities Inc.,
and Richardson GMP Limited (collectively, the "Underwriters"). The
final pricing, number of Units to be distributed and the exercise
price and term for each Warrant will be determined in the course of
marketing with final terms to be determined at the time of pricing.
It is expected that a definitive underwriting agreement will be
entered into between the Company and the Underwriters, following
the successful marketing of the Offering.
The Company has agreed to grant the Underwriters an
over-allotment option to sell up to an additional number of Units
at the offering price as is equal to 15% of the number of Units
sold pursuant to the Offering, exercisable in whole or in part, at
any time and from time to time on or prior to the date that is 30
days following the closing of the Offering to cover
over-allotments, if any, and for market stabilization purposes.
The Company plans to use the net proceeds from the Offering will
be used for upgrading existing mining equipment with more efficient
processing chips. Jimmy Vaiopoulos, Interim CEO, commented
"the proceeds from this Offering will enable Hut 8 to upgrade a
portion of its mining fleet by procuring and installing the most
competitive and efficient chips available on the market from
third-party suppliers, thereby maintaining the Company's global
leadership position in bitcoin mining. The modular and
interoperable nature of our BlockBox mining fleet, combined with
extensive testing undertaken to ensure compatibility with these new
chips, makes Hut 8 well prepared for this upgrade".
The Offering is scheduled to close on or about June 25, 2020, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the Toronto Stock
Exchange.
A preliminary short form prospectus containing important
information relating to the Offering has been filed with the
securities regulatory authorities in each of the provinces and
territories in Canada, other than
the Province of Québec and is still subject to completion or
amendment. The preliminary short form prospectus is available via
SEDAR at www.sedar.com. The Units may be offered in the United States on a private placement basis
pursuant to the exemption from the registration requirements the
United States Securities Act of 1933, as amended, and applicable
state securities laws, and certain other jurisdictions outside of
Canada and the United States.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
the 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. This press release does not constitute an offer
of securities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States absent registration under
U.S. federal and state securities laws or an applicable
exemption from such U.S. registration requirements.
Financial Statement Refiling
Hut 8 also announced that the Company has restated and refiled
its previously issued unaudited condensed consolidated interim
financial statements and management discussion and analysis for the
three months ended March 31, 2020.
The changes made are related to depreciation in the reporting and
comparative period due to a change in the allocation of the 2018
impairment in property and equipment across mining servers and
infrastructure. This was previously announced and corrected
in the audited consolidated financial statements for the year ended
December 31, 2019 but was not
reflected in the comparative period and a clerical error adjustment
was required in the reporting period in the most recent quarterly
filings. There is no impact to the Company's reported Adjusted
EBITDA.
Forward-looking Statements
This news 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 news 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 and
includes, among others, information regarding: completion of the
Offering; the intended use of proceeds from the Offering;
expectations regarding future revenues, earnings, capital
expenditures and operating and other costs; business strategy and
objectives; market trends; the sufficiency of cash and working
capital for future operating activities; expectations for other
economic, business, regulatory and/or competitive factors related
to the Company or the bitcoin industry generally; the anticipated
timing for the receipt of licences; anticipated production
capacity; and other events or conditions that may occur in the
future.
Investors are cautioned that forward-looking information is not
based on historical facts but instead is based on reasonable
assumptions and estimates of management of the Company at the time
they were made and involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking information. Such factors include, among
others, risks relating to investing in the Units; discretion in the
use of proceeds; the ability to raise additional funds; there being
no current market for the Warrants; investing in the Warrants being
speculative; volatility of the market price for the Common Shares
generally; risk of dilution; changes in the price of Bitcoin; the
Company's reliance on a limited number of key employees; and
fluctuations in energy prices as well as the risk factors described
in the Company's annual information form dated April 3, 2020 and other filings with the Canadian
securities regulators available under the Company's profile on
SEDAR at www.sedar.com.
About Hut 8
Hut 8 Mining Corp., headquartered in Toronto, Canada, is a cryptocurrency mining
company established through an exclusive arrangement with the
Bitfury Group, the world's leading full-service blockchain
technology company. Through the Bitfury Group, Hut 8 has access to
a world-leading proprietary mix of hardware, software and
operational expertise to construct, optimize and manage data
centers in low-cost and attractive jurisdictions. Hut 8 is led by a
team of industry experts and intends to provide investors with
exposure to blockchain processing infrastructure and technology
along with underlying cryptocurrency rewards and transaction
fees.
Hut 8 provides investors with direct exposur3e to bitcoin
without the technical complexity or constraints of purchasing the
underlying cryptocurrency. Investors avoid the need to create
online wallets, wire money offshore and safely store their bitcoin.
Hut 8 provides a secure and simple way to invest.
SOURCE Hut 8 Mining Corp.