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.
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.