Hut 8 Corp. entered into a Convertible Note Purchase Agreement to issue principal amount of $150 million of senior unsecured convertible notes for a gross proceeds of $150 million on June 21, 2024. The transaction includes participation from Coatue Tactical Solutions Lending Holdings AIV 3 LP and Hut 8 Mining Corp.

The Note bears interest at a rate of 8% per year, payable quarterly in arrears on each March 31, June 30, September 30 and December 31, commencing September 30, 2024 and matures on June, 2029. Interest may be paid in-kind or in cash, at the Company?s option. The Note will have an initial term of five years and may be extended, at the Company?s option, for up to three one-year terms. At maturity, the Company will pay the Purchaser the Accreted Principal Amount, together with any accrued and unpaid interest thereon.

The initial conversion price of the Note is $16.395 per share of Common Stock, subject to certain anti-dilution adjustments. Based on the initial conversion price, an aggregate of up to 9,149,131 shares of Common Stock may be issued upon the conversion in full of the Note. The Transaction is expected to be completed on or prior to July 11, 2024, subject to customary closing conditions.

The Note and the shares of Common Stock issuable upon conversion of the Note have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements. The Transaction is exempt from registration under the Securities Act of 1933, as amended (the ?Securities Act?) in reliance on an exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act.