EX-99.1 2 tm225132d2_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

FORM 51-102F3

 

MATERIAL CHANGE REPORT

 

Item 1Name and Address of the Company

 

Hut 8 Mining Corp. (the "Company")

130 King Street West, Suite 1800

Toronto, Ontario

M5X 2A2

 

Item 2Date of Material Change

 

February 11, 2022

 

Item 3News Release

 

News release with respect to the material change referred to in this Material Change Report was disseminated by the Company through newswire on February 11, 2022, and subsequently filed under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

 

Item 4Summary of Material Change

 

On February 11, 2022, the Company announced that it has entered into an at-the-market offering agreement dated February 11, 2022 (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as agent, pursuant to which the Company established an at-the-market equity program (the “ATM Program”).

 

Item 5Full Description of Material Change

 

Pursuant to the ATM Program, the Company may, at its discretion and from time-to-time during the term of the ATM Agreement, sell, through the Agent, such number of common shares of the Company (“Common Shares”) as would result in aggregate gross proceeds to the Company of up to US$65 million. Sales of Common Shares, if any, through the Agent will be made through “at-the-market” issuances, including without limitation, sales made directly on the Nasdaq Stock Market in the United States at the market price prevailing at the time of each sale. No Common Shares will be offered or sold under the ATM Program on the Toronto Stock Exchange or any other marketplace in Canada. The ATM Program may be terminated, with notice, by either party at any time.

 

The Company intends to use the net proceeds of the ATM Program, if any, principally for general corporate purposes (including funding ongoing operations and/or working capital requirements). The net proceeds of the ATM Program may also be used to repay indebtedness outstanding from time to time, discretionary capital programs, and potential acquisitions.

 

Item 6Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

 

 

 

Item 7Omitted Information

 

Not applicable.

 

Item 8Executive Officer

 

The following senior officer of the Company is knowledgeable about the material change and this material change report, and may be contacted as follows:

 

Jaime Leverton, Chief Executive Officer

Telephone: (647) 521-7433

Email: info@hut8mining.com

 

Item 9Date of Report

 

February 21, 2022.