Hut 8 proceeding with full mining operations plan to provide managed services to Ionic Digital in connection with Celsius Network LLC bankruptcy proceedings
Company providing end-to-end managed services for all of Ionic Digital's mining operations, including four existing sites in Texas and Ionic's Cedarvale site, where construction is underway
Hut 8 to continue hosting 8,500 Ionic Digital miners at the Company's Alpha site
Hut 8 taking an equity stake in Ionic Digital
MIAMI, Feb. 01, 2024 -- Hut 8 Corp. (Nasdaq | TSX: HUT), ("Hut 8" or the "Company") one of North America's largest, most innovative digital asset mining pioneers and high performance computing infrastructure providers, today announced that it has signed a four-year agreement with Ionic Digital to provide end-to-end managed services across all of its Bitcoin mining operations. The agreement includes Ionic's four existing sites in Midland, Texas and the development and operation of its Cedarvale site located in Ward County, Texas, which is designed to reach approximately 240 MW. Hut 8 will also continue to host approximately 8,500 Ionic Digital miners at Hut 8's Alpha site in Niagara Falls, New York.
"Our managed services offering is distinct within the industry and ultimately differentiated Hut 8 as the best partner to manage Celsius' mining operations through Ionic Digital," said Jaime Leverton, CEO of Hut 8. "We have been designing Ionic's Cedarvale site since signing the interim management agreement in December and are thrilled to have construction underway and be actively managing the company's mining operations."
Hut 8 is providing end-to-end managed services for Ionic Digital's operations, including the design and development, engineering, financial modeling, budgeting, accounting, construction management, procurement, logistics, and RFP coordination at its Cedarvale site. It is expected that when construction is complete, Hut 8 will oversee approximately 127,000 miners with nameplate hashrate of approximately 12 EH/s and more than 300 MW of energy infrastructure in year one of the managed services agreement.
Under the agreement, Hut 8 is expected to earn an aggregate of $81,504,800 in cash payments in addition to reimbursement for direct passthrough operating expenses. The four year agreement includes a milestone to extend to a five year agreement if key targets are met. If the term extension is triggered, Hut 8 is expected to earn $101,881,000 in addition to reimbursement for direct passthrough operating expenses. In addition to the fees payable pursuant to the mining services agreement, Hut 8 expects to receive the following equity interests as compensation under the agreement: (i) up to 1.59405% in restricted Ionic Digital common stock, with 0.31881% of Ionic Digital stock vesting annually; provided that the last tranche of 0.31881% of stock will not vest if the agreement is not extended for the fifth year; and (ii) warrants to purchase up to 1.59405% of Ionic Digital common stock, with each tranche of 0.31881% Ionic Digital stock granted at the end of each year of the agreement; provided that the last tranche of 0.31881% of Ionic Digital stock will not be granted if the agreement is not extended for the fifth year.
Hut 8 has also entered into a contribution agreement with Ionic Digital pursuant to which Hut 8 has acquired 374,261 shares of Ionic Digital common stock in exchange for a cash payment of $6,378,000. Pursuant to the contribution agreement, Hut 8 will be required to acquire a further 374,261 shares of Ionic Digital common stock for a cash payment of $6,378,000 on the earlier of: (i) May 31, 2024, and (ii) the date on which Ionic Digital's Registration Statement of Form 10 is declared effective by the U.S. Securities and Exchange Commission.
Hut 8 has also been provided with certain customary investor rights, including, for so long as the agreement is in effect, the right to appoint two directors to the board of Ionic Digital, one of which will be assumed by Asher Genoot, President of Hut 8.
Ionic Digital will be a well-capitalized industrial mining company. Under the Celsius chapter 11 plan, Ionic Digital was valued at approximately $740 million on a net asset basis and will be vested with substantially all of the Celsius mining assets. Additionally, under the Celsius plan, Ionic will receive $225 million in cash (subject to certain adjustments) and have no debt.
About Hut 8
Through innovation, imagination, and passion, Hut 8 Corp.'s seasoned executive team is bullish on creating value at the intersection of infrastructure and energy through Bitcoin mining and hosting, groundbreaking managed services, energy arbitrage, operating traditional data centers, and capitalizing on emerging technologies like AI and machine learning. Headquartered in Miami, Florida, Hut 8 Corp.'s infrastructure portfolio includes eleven sites: five high performance computing data centers across British Columbia and Ontario that offer cloud, co-location, AI, machine learning, and VFX rendering computing solutions, and six Bitcoin mining, hosting, and managed services sites located in Alberta, New York, Nebraska, and Texas. Long-distinguished for its unique treasury strategy, Hut 8 Corp. has one of the highest inventories of self-mined Bitcoin of any publicly-traded company globally. For more information, visit www.hut8.com and follow us on X (formerly known as Twitter) at @Hut8Corp.
Cautionary Note Regarding 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 Hut 8 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 business, 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", "allow", "believe", "estimate", "expect", "predict", "can", "might", "potential", "predict", "is designed to", "likely" or similar expressions. Specifically, such forward-looking information included in this press release includes, but is not limited to, statements relating to the Cedarvale site, the mining management agreement with Ionic and the contribution agreement with Ionic, including expected revenue generation and equity interest.
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. While considered reasonable by Hut 8 as of the date of this press release, such statements 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, the COVID19 pandemic, climate change, currency risk, lending risk and recovery of potential losses, litigation risk, business integration risk, changes in market demand, changes in network and infrastructure, system interruption, changes in leasing arrangements, 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, and other risks related to the digital asset 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 Registration Statement on Form S-4 dated November 7, 2023, available under the Company's EDGAR profile at www.sec.gov, in addition to Hut 8's other continuous disclosure documents which are available under the Company's SEDAR+ profile at www.sedarplus.ca and under the Company's EDGAR profile at www.sec.gov.
Hut 8 Corp. Investor Relations
Sue Ennis
sue@hut8.io
Hut 8 Corp. Media Relations
Erin Dermer
erin.dermer@hut8.io
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