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Hut 8 receives greenlight from Canadian Supreme Court for USBTC merger

The Supreme Court of British Columbia has given Hut 8 final clearance to complete proposed merger with USBTC.

Canadian Bitcoin mining firm Hut 8 is set to wrap up its planned merger with US Bitcoin (USBTC) following final approval from the Supreme Court of British Columbia.

Hut8 and USBTC had announced the move in February 2023 which was subject to shareholder and regulatory approval. The merger will see Hut 8 and USBTC form Hut 8 Corporation, or “New Hut”, which will become a publicly traded United States-based business.

An initial announcement from Hut 8 highlighted that the merger would open up 825 megawatts of capacity across six different Bitcoin mining and data center facilities.

While the Supreme Court of British Columbia has issued a final order approving the merger, the closing of the deal is subject to a handful of outstanding requirements, including the approval of USBTC shareholders.

Hut 8 anticipates that the final transaction confirming the merger and creation of New Hut is expected to take place before the end of 2023.

Related: Hut 8 CEO weighs in on the bull and bear markets from a mining perspective

New Hut also plans to list its shares on both the Nasdaq and Toronot stock exchanges, trading under the ticker $HUT. Shareholders will also need to complete and submit transmittal letters in order to receive shares of New Hut common stock once the merger is complete.

Hut 8 recently moved some 6,400 ASIC mining rigs from its inactive North Bay facility in Ontario to the U.S state of Texas as it looks to serve increased demand for artificial intelligence (AI) and high-performance computing.

The redeployment of hardware from the site was largely necessitated by an ongoing legal dispute between Hut 8 and third-party energy supplier Validus Power over alleged failure to meet contractual obligations. Operations at the mining facility have been suspended since November 2022.

Digital Currency Group’s institutional mining and staking subsidiary Foundry Digital also announced a formal partnership with Hut 8 in August 2023. The deal will see Hut 8 support a number of business offerings for Foundry using its Ontario-based data centre. Foundry has been using Hut 8 infrastructure to support its cryptocurrency mining pool since 2020.

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Hut 8 merger would’ve happened even without FTX or crypto turmoil, says CEO

Falling crypto prices have forced many crypto miners to cut costs or consolidate in order to survive the crypto winter.

Crypto exchange FTX’s collapse and overall crypto market turmoil were not key factors in the decision to merge crypto mining firm Hut 8 with US Bitcoin Corp., according to Hut 8 CEO Jamie Leverton. 

On Feb. 8, Leverton said that the merger was mainly about providing diversified revenue and helping scale the combined businesses, stating:

“I think this deal would have happened regardless. The ability for us to bring these businesses together we think is so incredibly complementary.”

The all-stock merger was announced on Feb. 7 with the combined company, now called Hut 8 Corp or “New Hut,” to be based primarily in the United States rather than Canada.

Regarding the FTX collapse in November, Leverton said that fears were “starting to subside a little bit,” and interest was returning to the crypto industry.

She added, “I think we're seeing a lot of interest come back into this space, we've seen significant appreciation across the space so far in 2023.”

Merging the two mining firms is “going to provide an incredible amount of scale,” she continued, adding that there will be “diversified revenue programs,” which is a good strategy for both companies independently.

New Hut will reportedly have access to around 825 megawatts across six facilities in New York, Texas, and Alberta province in Canada. Its total combined mining capacity will be 5.6 exahashes per second (EH/s).

Commenting on the choice of location, Leverton said that it was in the best interest of the business to have “diversified geographies,” adding:

“One of the advantages here is [that the merger is] giving us that geographic diversification. There's uncertainty in regulatory environments on both sides of the border,”

Hut 8 has a mining facility in North Bay, Ontario, however, operations have been suspended due to an ongoing court battle with its energy supplier.

US Bitcoin’s Niagara facility has issues of its own with an ongoing dispute with the City of Niagara Falls over complaints by residents regarding noise levels.

The firm provided more details on the merger in a presentation on Feb. 8. The transaction is expected to close in Q2, 2023, and is subject to shareholder, regulatory, and stock exchange approvals.

Earlier this week, Leverton said that during the interim period, the firm plans to cover its operating costs through a combination of selling the Bitcoin it mines, and exploring various debt options.

Related: Bitcoin miner Hut 8 takes stoush with Ontario power supplier to court

Hut 8 stock slumped 8% on the day the merger was announced. Furthermore, according to MarketWatch, Hut shares had fallen 1.2% on the day to $2.12 in after-hours trading. The stock is currently trading 86% down from its November 2021 all-time high of $15.28.

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Crypto mining firms Hut 8 and US Bitcoin plan merger

The merger, which will create the company 'New Hut', is still subject to court and regulatory approval by U.S. and Canadian authorities.

Canada-based cryptocurrency mining company Hut 8 Mining has announced plans to merge with U.S. Bitcoin to form Hut 8 Corp, or "New Hut".

In a Feb. 7 announcement, Hut 8 said the boards of directors of the two firms had unanimously approved a definitive business combination agreement aimed at combining the mining firms in what will become a United States-based business. Once the deal is finalized, Hut 8 Mining and U.S. Bitcoin, or USBTC, will become subsidiaries of New Hut, with shareholders collectively owning 50% of the new merged firm.

"Bringing together Hut 8's operational track record and diversified revenue streams with US Bitcoin's scalable mining sites, sizeable hosting business, and industry-leading managed infrastructure operations not only accelerates our diversified strategy and positions us for near-term growth, but also establishes us as a strong, U.S.-based player that is ready and able to seize additional opportunities as they arise,” said Hut 8 CEO Jaime Leverton.

Following the merger, the New Hut company will reportedly have access to roughly 825 megawatts across six facilities for crypto mining and other operations. This will include five sites in New York, Texas, and Canada’s Alberta province, with a self-mining capacity of 5.6 exahashes per second (EH/s).

Leverton added:

"This Transaction has given us the opportunity to leverage the significant, unencumbered Bitcoin stack we have HODLed to date [...] During the interim period, we plan to cover our operating costs through a combination of selling the Bitcoin we mine, selling from our stack and/or exploring various debt options.”

The merger is still subject to court and regulatory approval by U.S. and Canadian authorities. Hut 8 added that USBTC faced “a legal dispute” with the City of Niagara Falls in New York — many residents have reportedly criticized the mining operations for noise pollution.

Related: Bitcoin miner Hut 8 takes stoush with Ontario power supplier to court

WonderFi, another Canada-based crypto firm backed by Shark Tank star Kevin O’Leary, announced in January it was considering a merger with Coinsquare, reportedly aiming to “create a Canadian crypto giant”. In the United States, blockchain firm GammaRey also signed a merger agreement with analytics company GoLogiq, targeting wealth management for younger generations.

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