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Hut 8 Mining Corp. and U.S. Data Mining Group, Inc. dba US Bitcoin Corp are proposing to combine in an all-stock merger of equals. The combined company will be named Hut 8 Corp. and will be a U.S.-domiciled entity. The Transaction is expected to establish Hut 8 Corp. as a large scale, publicly traded Bitcoin miner focused on economical mining, highly diversified revenue streams, and industry leading environmental, social, and governance (ESG) practices. The completion of the Transaction remains subject to the remaining regulatory approvals, shareholder approval, and other customary closing conditions of the transaction.