Exhibit 99.1

Hut 8 Mining Advances High-Performance Computing Capabilities with Procurement of Tier 1 Server Hardware

TORONTO, May 25, 2021 /CNW/ - Hut 8 Mining Corp. (TSX: HUT) ("Hut 8" or the "Company"), one of North America's oldest and largest innovation-focused digital asset mining pioneers, is pleased to announce the procurement of new server hardware through Amulet Hotkey to be used in conjunction with the Nvidia GPUs announced on March 26, 2021.

This deal is significant for Hut 8 as it unlocks enterprise quality hardware, technical support, and a plethora of monitoring and control tools for the Company while it pursues additional computationally intensive applications in the high-performance computing space. This transaction serves to advance Hut 8's revenue diversification strategy and drive immediate short and long-term revenue growth objectives forward in FY2021.

The new hardware is standard purpose and can be used for not only GPU mining but for high- performance computing, artificial intelligence and machine learning applications in the future.

"The multi functionality of these servers is what attracted Hut 8 to this opportunity and motivated us to procure hardware through Amulet Hotkey," said Jaime Leverton, CEO of Hut 8 Mining. "Our executive leadership team will continue seeking out opportunities that foster long-term value for Hut 8 investors as we grow to meet and exceed the accelerated needs of the high-performance computing industry."

About Amulet Hotkey:

Amulet Hotkey designs, manufactures, and integrates solutions for remote physical or virtual workstations, as well as virtual and cloud desktops. The company's solutions are optimized for mission-critical and data-intensive applications to deliver robust, secure, and uncompromised performance backed up by world-class support.

Amulet Hotkey's customers include Fortune 500 and Global 2000 enterprises as well as local and national governments. The solutions are deployed in command and control, emergency call centers, investment banks, oil & gas, CAD designers, digital content creation, and postproduction studios around the world.

About Hut 8:

Hut 8 is one of North America's oldest, largest and innovation-focused bitcoin miners. Hut 8 has one of the highest installed capacity rates in the industry and is #1 globally in held, self-mined Bitcoin of any crypto miner or publicly traded company. Recently ranked 11th (of 10,000) on the 2021 OTCQX® Best 50, and the first publicly traded miner on the TSX, the Hut 8 leadership team is continually looking for ways to accelerate innovation in high performance computing, and the blockchain ecosystem. We are stewards of powerful, industry-leading solutions, and drivers of innovation in digital asset mining and high-performance computing. – Hut 8 applies a growth mindset to our revenue diversification, ESG and carbon footprint reduction strategy.

Forward-Looking Statements:

Statements made in this press release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as "may", "would", "could", "will", "believes", "plans", "anticipates", "estimates", "expects" or "intends" and other similar statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Such statements reflect Hut 8's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause Hut 8's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including among other things, those factors which are discussed under the heading "Risk Factors" in Hut 8's Annual Information Form dated March 25, 2021, as filed with applicable Canadian securities regulatory authorities and available on SEDAR under the Hut 8's profile at www.sedar.com and elsewhere in documents that Hut 8 files from time to time with such securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from the expectations expressed in these forward-looking statements. Hut 8 does not intend, and does not assume any obligation, to update these forward-looking statements except as required by applicable law or regulatory requirements.

SOURCE Hut 8 Mining Corp

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For further information: Media Contact: Hut 8, dea.masottipayne@northstrategic.com

CO: Hut 8 Mining Corp

CNW 08:07e 25-MAY-21

Exhibit 99.2

HUT 8 MINING CORP.

130 King Street W., Suite 1800

Toronto, Ontario

M5X 2A2

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the “Meeting”) of the shareholders of Hut 8 Mining Corp. (“Hut 8” or the “Company”) will be held virtually on June 23, 2021 at 10:00 a.m. (Toronto time). The Meeting will be held virtually via teleconference using the Accutel meeting platform by dialing 1-416-764-8658 or 1-888-886-7786 (North America Toll Free).

Again this year, as we continue to deal with the unprecedented public health impact of the COVID-19 pandemic, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our Meeting in a virtual only format, which will be conducted via teleconference.

AT THE MEETING YOU WILL BE ASKED TO:

The accompanying management information circular provides additional information relating to the matters to be considered at the Meeting. Also accompanying this notice is a form of proxy. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only Hut 8 shareholders of record at the close of business on April 26, 2021, will be entitled to receive notice of and vote at the Meeting. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed form of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the form of proxy accompanying this notice. If you are a non-registered shareholder of Hut 8 and receive these materials through your broker or through another Intermediary, please complete and return the materials in accordance with the applicable instructions. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

DATED this 21 day of May, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS

INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING

of

Hut 8 Mining Corp.

to be held on

Wednesday, June 23, 2021

Hut 8 Mining Corp.
MANAGEMENT INFORMATION CIRCULAR
For the Annual General and Special Meeting of Shareholders to be held on June 23, 2021

Management Solicitation

This Information Circular is furnished in connection with the solicitation by management of Hut 8 of proxies to be used at the Meeting referred to in the accompanying Notice of Annual and Special Meeting of Shareholders (the “Notice”) to be held virtually on June 23, 2021, at the time and place and for the purposes set forth in the Notice.

Solicitation of Proxies

The solicitation is made by the management of the Company and will be made primarily by mail, but proxies may also be solicited personally or by telephone by regular employees of the Company at nominal cost. The cost of solicitation by management will be borne by the Company. The information contained herein is given as of May 21, 2021, unless indicated otherwise.

The Persons named in the enclosed form of proxy are directors and/or officers of the Company. Each shareholder has the right to appoint a Person or company, who need not be a shareholder of the Company, other than the Persons named in the enclosed form of proxy, to represent such shareholder at the Meeting or any adjournment thereof. Such right may be exercised by inserting such Person’s name in the blank space provided and striking out the names of management’s nominees in the enclosed form of proxy or by completing another proper form of proxy.

All proxies must be executed by the shareholder or his or her attorney duly authorized in writing or, if the shareholder is a company, by an officer or attorney thereof duly authorized. The completed form of proxy must be deposited at the office of Computershare, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (the mailing address for Computershare), before 10:00 a.m. (Toronto time) on June 21, 2021 (the “Proxy Submission Deadline”).

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so either:

Exercise of Discretion by Proxies

Shares represented by properly executed proxies in favour of the Persons named in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, where the Person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, the shares will be voted or withheld from voting in accordance with the specifications so made. Where shareholders have properly executed proxies in favour of the Persons named in the enclosed form of proxy and have not specified in the form of proxy the manner in which the named proxies are required to vote the shares represented thereby, such shares will be voted in favour of the passing of the matters set forth in the Notice. The enclosed form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and with respect to other matters that may properly come before the Meeting. At the date hereof, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which at present are not known to management of the Company should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Non-Registered Holders and Delivery Matters

These securityholder materials are being sent to both registered and non-registered owners of the securities. However, only registered shareholders, or the Persons they appoint as their proxies, are permitted to vote at the Meeting. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

If you have received the Company’s form of proxy, you may return it to the Computershare: (i) by regular mail in the return envelope provided or (ii) by fax at 1-866-249-7775 (toll free within Canada and the U.S.) or 416-263-9524 (international).

The OBOs and other beneficial holders receive a VIF from an Intermediary by way of instruction of their financial institution. Detailed instructions of how to submit your vote will be on the VIF.

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the shares they beneficially own. Should a non-registered holder who receives either form of proxy wish to vote at the Meeting in person, the non-registered holder should strike out the Persons named in the form of proxy and insert the non-registered holder’s name in the blank space provided. Non- registered holders should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or VIF is to be delivered.

The Company is not using the “notice and access” provisions of NI 54-101 in connection with the delivery of the Meeting materials in respect of the Meeting. The Company is not sending such Meeting materials directly to Non-Objecting Beneficial Owners in accordance with NI 54-101, and it intends to pay for intermediaries to deliver such Meeting materials to OBOs.

Quorum

A quorum is required for the Meeting. Shareholders present in person or represented by proxy who, in the aggregate, hold at least 25% of the voting rights attached to issued Hut 8 Shares entitled to be voted at the Meeting will constitute a quorum, irrespective of the number of persons actually present at the Meeting.

Participation at the virtual meeting

How to Access and Vote at the Meeting

Shareholders will be able to participate in the Meeting using a telephone.

A shareholder can vote either at the Meeting or by proxy using its proxy or voting instruction form.

Even if you currently plan to participate in the virtual Meeting, you should consider voting your Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or in the event that you are unable to access the Meeting for any reason. If you access and vote on any matter at the Meeting during the teleconference, you will revoke any previously submitted proxy.

Asking Questions at the Meeting

The Company believes that the ability to participate in the Meeting in a meaningful way, including asking questions, remains important despite the decision to hold the Meeting virtually. Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves or a third-party as proxyholder), will have an opportunity to ask questions at the Meeting through the virtual platform. It is anticipated that Shareholders will have substantially the same opportunity to ask questions on matters of business before the Meeting as if the Meeting was held in person.

At the start of the Q&A session, the Operator will provide instructions on how to queue up, should you wish to ask a question. The participants will be instructed to press star 1 (*1) on their touchtone phone to register. They will hear a three tone prompt to confirm they are in the queue. The Operator will announce each person, one by one and open their line to pose their question.

Difficulties in Accessing the Meeting

Shareholders with questions regarding the teleconference or requiring assistance accessing the Meeting may contact Accutel’s technical support at customercare@accutel.com or pressing star 0 (*0) on their touchtone phone from within the meeting for additional assistance.

During the Meeting, you must ensure you are connected to the telephone network at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure connectivity. If you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before voting is completed. Therefore, even if you currently plan to access the Meeting and vote during the teleconference, you should consider voting your shares in advance or by proxy so that your vote will be counted in the event you experience any technical difficulties or are otherwise unable to access the Meeting.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Information Circular, none of the directors or executive officers of the Company, none of the Hut 8 Nominees, none of the Persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year and none of the associates or affiliates of any of the foregoing Persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than in respect of the proposed amendment and approval of the Omnibus Plan and the implementation and approval of the ESPP, in connection with which the directors and executive officers of the Company may have been granted and/or may be entitled to receive Awards.

VOTING SECURITIES AND PRINCIPAL HOLDERS

Each shareholder of record at the close of the Record Date will be entitled to vote at the Meeting or at any adjournment thereof, either in person or by proxy. As of the Record Date, the only voting securities issued by the Company are Hut 8 Shares, of which there were 119,513,437 issued and outstanding. Each Hut 8 Share carries the right to one vote. The outstanding Hut 8 Shares are listed on the TSX under the symbol “HUT”. Hut 8 also has warrants that are listed on the TSX under the symbol "HUT.WT".

To the knowledge of the directors and executive officers of the Company as of the Record Date, no Person beneficially owns, controls or directs, directly or indirectly, 10% or more of the outstanding shares, other than as set forth below

BUSINESS OF THE MEETING

Financial Statements

The Hut 8 Shareholders will receive and consider the audited financial statements of the Company for the fiscal year-ending December 31, 2020, together with the auditor’s report thereon.

Election of Directors

Under the constating documents of the Company, the Hut 8 Board is to consist of a minimum of three and a maximum of ten directors, to be elected annually. Shareholders will be invited to elect 5 directors at the Meeting. Each director holds office until the next annual meeting or until his or her successor is duly elected or appointed unless his or her office is vacated earlier in accordance with the Company’s by-laws. On any ballot that may be called for in the election of directors, the Persons named in the enclosed form of proxy intend to cast the votes to which the Hut 8 Shares represented by such proxy are entitled for the Hut 8 Nominees, unless the shareholder who has given such proxy has directed that the Hut 8 Shares be otherwise voted or withheld from voting in respect of the election of directors. Management does not contemplate that any of the Hut 8 Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Persons named in the enclosed form of proxy reserve the right to vote for other Hut 8 Nominees at their discretion.

Majority Voting Policy

In accordance with the requirements of the TSX, the Hut 8 Board has adopted, effective as of March 26, 2021, a majority voting policy to the effect that a nominee for election as a director of the Company who is not elected, in an uncontested election, by at least a majority of the votes cast by Hut 8 Shareholders entitled to vote on the nominee’s election will immediately tender his or her offer of resignation to the Chair of the Hut 8 Board promptly following the meeting of shareholders at which such director was elected. The Compensation and Governance Committee will consider the offer and make a recommendation to the Hut 8 Board whether to accept it or not. The Hut 8 Board will promptly accept the resignation unless it determines, in consultation with the Compensation and Governance Committee, that there are exceptional circumstances that should delay the acceptance of the offer to resign or justify rejecting it. The Hut 8 Board will make its decision and announce it in a press release within 90 days following the applicable meeting of shareholders. A director who tenders a resignation pursuant to the majority voting policy will not participate in any meeting of the Hut 8 Board or the Compensation and Governance Committee at which the resignation is considered. The majority voting policy does not apply in respect of any contested director elections, being elections in which the number of nominees for election as director is greater than the number of seats available on the Hut 8 Board.

Hut 8 Nominees

The following table sets out the names of management’s nominees for election as directors, each nominee’s principal occupation, business or employment, the year they began as a director of the Company, the number of Hut 8 Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular. On May 17, 2021, the Company announced that it had appointed Ms. Alexia Hefti to the Hut 8 Board, following the resignations of Mr. Sanjiv Samant and Mr. Chris Eldredge. Accordingly, the following five nominees will stand for election at the Meeting:

The following is a brief description of the director nominees:

Bill Tai – Director

Bill Tai is a co-founder Chairman of data science company Treasure Data. He is an early seed investor behind high profile start-ups including Canva, Color Genomics, Tweetdeck/Twitter, Wish.com and Zoom Video. Mr. Tai is a Partner Emeritus for Charles Rivers Ventures after establishing their Silicon Valley office. Previously he founded several successful technology companies and served as a Director of seven publicly listed companies. He holds a BSEE with Honors from the University of Illinois and an MBA from Harvard.

Joseph Flinn – Director

Joseph Flinn joins Hut 8 following 12 years of senior leadership at Sysco Corporation, where he played an integral role as both Chief Financial Officer of Sysco Canada, and President of Sysco Canada’s Eastern Division, and 2 years as President of Clarke Freight Transportation Group, a major national freight carrier. Mr. Flinn holds a business degree from Saint Mary’s University and is a chartered professional accountant. Currently, Mr. Flinn is the CFO of Seaboard Transportation Group, a major international bulk transportation group of companies.

Jeremy Sewell – Director

Jeremy Sewell is an accomplished & experienced international commercial, financial & operating executive, with extensive digital asset industry experience with former CFO roles at Bitfury Group & Silicon Valley CBDC platform fintech innovator eCurrency. His career also covers audit, compliance & governance expertise as a UK qualified accountant with 10 years in public practice in London.

Jaime Leverton – Chief Executive Officer & Director

Jaime Leverton is a highly accomplished technology executive and industry thought leader with a long history of driving high growth mandates. With more than 20 years of leadership in the Canadian technology industry, she is joining Hut 8 from her current role as the Chief Commercial Officer at eStruxture Data Centers. Her career also includes tenure as the General Manager of Canada and APAC with data center and cloud provider Cogeco Peer 1 (now Aptum) and leadership roles with National Bank, BlackBerry, Bell Canada and IBM Canada. She proudly sits on the boards of the Stratford Festival and Technation.

Alexia Hefti – Director

Alexia Hefti is a Canadian-Swiss entrepreneur, and the founder and CEO of eGovern.com, which assists governments prepare for, design and implement blockchain-enabled government services towards increased citizenry engagement and democratic governance. Ms. Hefti previously led Deloitte Dubai’s efforts designing blockchain tax solutions in the Middle East. Prior to moving to Dubai, Ms. Hefti was Deloitte Canada’s Blockchain Tax Lead. She co-founded Deloitte Canada's blockchain and cryptocurrency tax advisory practice assisting Canadian blockchain companies structure their operations globally. She sits on the boards of the Women Entrepreneurs Global Studios and the Bermuda Global FinTech Advisory Board. Ms. Hefti is a New York-qualified lawyer, and a graduate from McGill University (B.C.L/LL.B) and the University of British Columbia (BA).

Cease Trade Orders

To the knowledge of the Company and based upon information provided by the Hut 8 Nominees, none of the Hut 8 Nominees is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.

Bankruptcies

Except as disclosed below, to the knowledge of the Company and based upon information provided by the Hut 8 Nominees, none of the Hut 8 Nominees:

Securities Penalties or Sanctions

To the knowledge of the Company and based upon information provided by the Hut 8 Nominees, none of the Hut 8 Nominees has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The management representatives named in the attached form of proxy intend to vote the Hut 8 Shares represented by such proxy in favour of the election of the Hut 8 Nominees set forth in this Information Circular unless a shareholder specifies in the proxy that his or her Hut 8 Shares are to be withheld from voting in respect of such resolution.

Appointment and Remuneration of Auditors

DMCL have been the Company’s auditors since January 8, 2019. The Hut 8 Board recommends that DMCL continue as the Company’s auditors and hold office until the close of the next annual meeting of shareholders.

Prior to DMCL’s engagement, MNP LLP served as auditors for the Company for the 2018 and 2017 fiscal years.

In the past, the directors have negotiated with the auditors of the Company on an arm’s length basis in determining the fees to be paid to the auditors. Such fees have been based on the complexity of the matters in question and the time incurred by the auditors. The directors believe that the fees negotiated in the past with the auditors of the Company were reasonable and, in the circumstances, would be comparable to fees charged by other auditors providing similar services. For further information on fees paid by the Company to its external auditors, see “Audit Committee – Audit Fees”.

In order to appoint DMCL as auditors of the Company to hold office until the close of the next annual meeting and authorize the directors to fix the remuneration thereof, a majority of the votes cast at the Meeting must be voted in favour thereof.

The Hut 8 Board unanimously recommends that the Hut 8 Shareholders vote in favour of appointing DMCL as auditors of the Company and authorizing the directors to fix the remuneration of the auditors. The management representatives named in the attached form of proxy intend to vote in favour of the appointment of DMCL as the auditors of the Company and in favour of authorizing the directors to fix the remuneration of the auditors, unless a shareholder specifies in the proxy that his or her Hut 8 Shares are to be withheld from voting in respect of the appointment of auditors and the fixing of their remuneration.

Approval of Amendments to the Omnibus Plan

At the Meeting, the Hut 8 Shareholders will be asked to, if deemed appropriate, pass an ordinary resolution approving amendments to the Company's Omnibus Plan, as more particularly described herein. See: Summary of the Omnibus Plan. The complete text of the Omnibus Plan (as amended), which has been conditionally approved by the TSX subject to the receipt of customary documentation, is set out in Schedule B to this Circular and a summary of the material terms is provided below.

The shareholders of the Company initially approved the Omnibus Plan on February 15, 2018. As of the Record Date, the Company had outstanding Hut 8 Options to purchase 606,667 Hut 8 Shares, of which 540,000 have been granted to officers and directors of the Company. Also, as of the Record Date, the Company had outstanding 1,800,000 Hut 8 RSUs and 127,500 Hut 8 DSUs, all of which have been granted to officers and directors of the Company.

The executive officers, along with the Company's directors, employees and consultants, are eligible to participate in the Omnibus Plan, which is comprised of Hut 8 Options, Hut 8 RSUs and Hut 8 DSUs issued pursuant to the Omnibus Plan. The purpose of the Omnibus Plan is to promote greater alignment of interests between employees and shareholders, and to support the achievement of the Company's longer-term performance objectives, while providing a long-term retention element.

The Omnibus Incentive Plan is a "rolling plan" which provides that the maximum number of Hut 8 Shares issuable pursuant to the Omnibus Plan, and all other security-based compensation arrangements of the Company, may not exceed 10% of the aggregate number of issued and outstanding Hut 8 Shares from time to time.

The Hut 8 Board is responsible for administering the Omnibus Plan, and the Compensation and Governance Committee makes recommendations to the Hut 8 Board in respect of matters relating to the Omnibus Plan.

Proposed Amendments

In addition to general housekeeping changes to conform and bring the Omnibus Plan current, the key proposed amendments to the Omnibus Plan, subject to regulatory and shareholder approval to the extent necessary, include the following:

Shareholder Approval of the Omnibus Plan

In order to be passed, the amendments to the Company's Omnibus Plan must be passed by a simple majority of the votes cast in person or by proxy, at the Meeting. The Hut 8 Board believes that the Omnibus Plan is in the best interests of the Company and the Hut 8 Shareholders and, accordingly, recommends that the shareholders approve the following ordinary resolution:

"BE IT RESOLVED THAT:

1. The amended Omnibus Plan of Hut 8 Mining Corp. ("Hut 8") adopted by the Hut 8 Board on May 14, 2021, as more particularly described in the management information circular of Hut 8 dated May 21, 2021, is hereby ratified and approved and Hut 8 is authorized to grant awards pursuant thereto;

2. All unallocated Awards, rights and entitlements under the Omnibus Plan be and are hereby approved;

3. The Company has the ability to continue granting Awards under the Omnibus Plan until June 23, 2024, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought; and

4. Any one or more of the directors and officers of Hut 8 are hereby authorized and directed to execute and deliver all such documents and to do or cause to be done all such other acts and things as they may deem necessary or desirable to give effect to or carry out the intent of this resolution, including but not limited to making such filings as may be required by the rules and policies of the TSX."

Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the person designated in the accompanying form of proxy or voting instruction form intend to vote FOR the resolution adopting the Omnibus Plan.

Approval of the Employee Share Purchase Plan

At the Meeting, Hut 8 Shareholders will be asked to approve the adoption of an Employee Share Purchase Plan ("ESPP"). The complete text of the ESPP which has been conditionally approved by the TSX subject to the receipt of customary documentation is set out in Schedule C to this Circular and a summary of the material terms is provided below:

Purpose, Eligibility and Participation

Participation in the ESPP is voluntary for all eligible employees of the Company pursuant to the terms of the ESPP. The purpose of the plan is to encourage employees of the Company and its subsidiaries to participate in the growth and development of Hut 8 by providing such persons the opportunity, through purchases of Hut 8 Shares, to acquire an increased proprietary interest in the Company. Employees may contribute any amount of their eligible earnings up to (but not exceeding) an annual cap of 10% of aggregate base salary (excluding cash bonus, profit sharing, incentive pay, shift premiums, commissions, allowances or other special compensation payments) to the ESPP. The Company will match the contribution of the employee in an amount equal to 15% of the employee's contribution. Share purchases occur as soon as practicable after the receipt of the employee contributions and Company contributions by the administrative agent of the ESPP. The shares are purchased at the volume weighted average closing price on the TSX on the five trading days immediately preceding the date on which the Hut 8 Shares are purchased under the ESPP.

The interest of any participating employee under the ESPP will enure to the benefit of the employee and his or her legal representative.

Shares Subject to the ESPP

Up to 10% of the Hut 8 Shares issued and outstanding from time to time may be issued under the ESPP and any other share-based compensation arrangement of Hut 8. The maximum number of Hut 8 Shares that: (i) are issuable to reporting insiders (as defined in NI 55-104); and (ii) may be issued to reporting insiders within a one-year period, in each case, pursuant to the ESPP and any other share-based compensation arrangement of Hut 8 is 10% of the Hut 8 Shares outstanding from time to time. No participant will be issued Hut 8 Shares: (i) in any single calendar year with respect to more than 5% of the issued and outstanding Hut 8 Shares under this plan and any other share-based compensation arrangement, or (ii) if such purchase could result is such employee beneficially owning more than 5% of the issued and outstanding Hut 8 Shares.

Termination

The right of any employee to participate in the ESPP will terminate immediately on the first to occur of the following events: (a) the employee becomes totally and permanently disabled, unless he or she makes alternative arrangements with the Company for remittance of the contributions, (b) the employee retires from employment with the Company or applicable subsidiaries, (c) the employee dies, (d) the employee's employment with the Company or applicable subsidiary is terminated, (e) the employee has been placed on layoff and all recall rights or opportunities have been exhausted or (f) the ESPP is terminated.

The plan may also be terminated, or be deemed to have been terminated, by an employee in accordance with the ESPP. Once an employee has temporarily ceased participating in the ESPP, the employee may terminate his or her participation in the ESPP. If, at the end of any calendar year, an employee has not contributed during such calendar year to his or her personal account, RRSP account or TFSA account, the Company may elect to give written notice requiring that the employee terminate his or her participation in the ESPP.

Hold Period

The Hut 8 Board may make Hut 8 Shares issued to employees under the ESPP subject to any hold period as deemed appropriate or as required under applicable securities laws.

Amendments

Shareholder approval is required for amendments to the ESPP to: (i) remove or increase the insider participation limits; (ii) increase the maximum number of securities issuable, either as a fixed number or a fixed percentage of our outstanding capital represented by such securities; and (iii) amend an amending provision within the ESPP.

Subject to the requirements of the TSX and with the consent of Computershare as administrative agent with respect to the ESPP, the Hut 8 Board may, without Shareholder approval, discontinue or amend the ESPP with respect to (i) amendments of a “housekeeping nature”; (ii) changes to the hold period provisions; or (iii) any other amendment to the ESPP which is approved by the TSX on a basis which does not require Shareholder approval to be obtained.

Shareholder Approval of the ESPP

The Hut 8 Board believes that the adoption of the ESPP is in the best interests of the Company and the Hut 8 Shareholders and, accordingly, recommends that Shareholders approve the following ordinary resolution:

"BE IT RESOLVED THAT:

1. The adoption of the ESPP as described in the Company's management information circular dated May 21, 2021, is hereby approved ratified and confirmed;

2. The reservation and issuance of all unallocated Hut 8 Shares under the ESPP be and are hereby approved;

3. The Company is hereby authorized and directed to issue such Shares pursuant to the ESPP as fully paid and non-assessable common shares of the Company;

4. The Company has the ability to issue Hut 8 Shares under the ESPP until June 23, 2024, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought; and

5. Any one director or officer of the Company is hereby authorized and directed for an on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause all such acts and things, as such director or officer may deem necessary or desirable in connection with the foregoing resolution."

Unless contrary instructions are indicated on the form of proxy or the voting instruction form, the person designated in the accompanying form of proxy or voting instruction form intend to vote FOR the resolution adopting the ESPP.

DIRECTOR COMPENSATION

The Company’s director compensation program is designed to attract and retain global talent to serve on the Hut 8 Board, taking into account the risks and responsibilities of being an effective director. The Company’s objective regarding director compensation is to follow best practices with respect to retainers, the format and weighting of the cash and incentive components of compensation, and the implementation of share ownership guidelines. The Company believes that these approaches have helped to attract, and will help to attract and retain, strong members for the Hut 8 Board who will be able to fulfill their fiduciary responsibilities without competing interests.

The chart below outlines the Hut 8 Board compensation program for Fiscal 2020.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Company is party to executive employment agreements with each of its CEO and CFO. See EXECUTIVE COMPENSATION – Executive Employment Agreements which sets out the material terms of the contracts therewith.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company’s approach to executive compensation has been to provide suitable compensation for executives that is internally equitable, externally competitive and reflects individual achievement. The Company attempts to maintain compensation arrangements that will attract and retain highly qualified individuals who are able and capable of carrying out the objectives of the Company.

Named Executive Officers

The table below sets out the Hut 8 Named Executive Officers for the year ended December 31, 2020. It also details the principal occupation or employment of each of them for the past five years and the approximate number of Hut 8 Shares that each has advised are beneficially owned or subject to his or her control or direction (directly or indirectly) as at December 31, 2020.

The Company’s compensation arrangements for Hut 8’s Named Executive Officers may, in addition to salary, include compensation in the form of bonuses and, over the longer term, benefits arising from the grant of Hut 8 Options and Hut 8 RSUs pursuant to the Omnibus Plan. The Company takes into consideration matters such as the existing securities held by Hut 8 Named Executive Officers at the time of subsequent grants and the basis for each individual grant in respect of the Company’s overall compensation goals for the individual, in determining the quantum or terms of each subsequent grants.

The Hut 8 Board establishes and reviews the Company’s overall compensation philosophy and its general compensation policies with respect to officers, including the corporate goals and objectives and the annual performance objectives relevant to such officers. The Hut 8 Board evaluates each officer’s performance in light these goals and objectives and, based on its evaluation, determines and approves the salary, bonus, options and other benefits for such officers. In determining compensation matters, the Hut 8 Board may consider a number of factors, including the Company’s performance, the value of similar incentive awards to officers performing similar functions at comparable companies, the awards given in prior periods and other factors it considers relevant.

The Company also continuously adjusts its compensation strategy and programs to attract and retain the best people and to ensure that they are always incentivized to achieve results that are consistent with the corporate strategic plan which includes the examination of the implications of the risks associated with the corporate compensation policies and practices that are ultimately selected, followed or adopted. Such implications are considered by the Hut 8 Board on a case-by-case basis at such time as the Hut 8 Board considers it to be applicable. At this time the Hut 8 Board has not identified any specific risks with Hut 8’s compensation policies and practices.

NEOs and members of the Hut 8 Board are not authorized to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Performance Graph

The performance graphs below relates to the cumulative total Shareholder return of $100 invested in Hut 8 Shares from March 7, 2018 to December 31, 2020 as compared with the total cumulative return of the S&P/TSX Composite Index, and the total compensation awarded to NEOs for the same period. The Company started trading on the TSX Venture Exchange on March 6, 2018, and on the TSX on October 8, 2019, and therefore has limited history.

The NEOs’ compensation is determined in accordance with the principles set forth above and is not specifically based on the performance of the Hut 8 Shares on the TSX, mainly due to the fact that the price of the Hut 8 Shares is affected by external market factors beyond the Company’s and the NEOs’ control.

Option-Based Awards

Stock option grants are made on the basis of the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company's future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the officers of the Company and to closely align the personal interests of such persons to the interests of the shareholders.

The recipients of incentive stock options and the terms of the stock options granted are determined from time to time by the Hut 8 Board. The exercise price of the stock options granted is generally determined by the market price at the time of grant which, after the amendments to the Omnibus Plan become effective, will be based on the 5-day volume weighted average price of the Hut 8 Shares on the TSX.

Restricted Share Unit Awards

Hut 8 RSUs are made on the basis of other types of compensation currently paid or other types of equity held, position, overall individual performance, contribution to the Company's future success and the individual’s ability to influence corporate and business performance. The Company included Hut 8 RSUs in its Omnibus Plan to encourage directors, officers, employees and consultants of the Company to work towards and participate in the growth and development of the Company.

The recipients of Hut 8 RSUs are determined from time to time by the Hut 8 Board. The Hut 8 Board will set a performance period for the Hut 8 RSUs, and once the Hut 8 RSUs are granted, they will vest according to a vesting schedule approved by the Board throughout the performance period. The value of the Hut 8 RSUs is determined on the vesting date(s), and the price per share is computed on the basis of the closing price of Hut 8 Shares of the day prior to the vesting date and, after the amendments to the Omnibus Plan become effective, will be based on the 5-day volume weighted average price of the Hut 8 Shares on the TSX.

Deferred Share Unit Awards

Hut 8 DSUs are made on the basis of other types of compensation currently paid or other types of equity held, position, overall individual performance, contribution to the Company's future success and the individual’s ability to influence corporate and business performance. The Company includes Hut 8 DSU in its Omnibus Plan to encourage directors, officer and employees of the Company to work towards and participate in the growth and development of the Company.

The recipients of Hut 8 DSUs are determined from time to time by the Hut 8 Board. The value of the Hut 8 DSUs is determined on the settlement date(s), and the price per share is computed on the basis of the closing price of shares of the day prior to the settlement date and, after the amendments to the Omnibus Plan become effective, will be based on the 5-day volume weighted average price of the Hut 8 Shares on the TSX.

Executive Employment Agreements

On June 6, 2018 and superseded on December 6, 2019, the Company entered into an employment agreement with Jimmy Vaiopoulos, setting forth the terms and conditions of his employment, which provides for his base salary and annual bonus, and includes, among other things, provisions regarding confidentiality, and waiver of intellectual property rights. On April 8, 2021, Hut 8 announced that Mr. Vaiopoulos would be stepping down from his position as CFO but will continue to serve the company in an advisory role effective on April 26, 2021. Mr. Vaiopoulos has entered into a twelve-month consulting agreement with Hut 8 to assist with the transition of the new CFO and to serve as an ongoing advisor to the team on financial matters. The Company and Mr. Vaiopoulos' have mutually agreed to the waiver of Mr. Vaiopoulos' four-week notice period without further benefit or payment other than as set out in the consulting agreement. Mr. Vaiopoulos has provided the Company a full and final release of all matters relating to his employment with the Company and his cessation of employment. Mr. Vaiopoulos is not entitled to any termination or severance payment or benefit relating to his resignation.

On October 24, 2020, the Company entered into an employment agreement with Jaime Leverton, setting forth the terms and conditions of her employment as Chief Executive Officer of the Company, effective December 1, 2020, and which provides for her base salary and annual bonus, and includes, among other things, provisions regarding confidentiality, and waiver of intellectual property rights. The employment agreement with Ms. Leverton provides for the termination of Ms. Leverton’s employment for reasons of cause, early termination, and without cause or for good reason. In the event that Ms. Leverton’s employment is terminated without cause or for good reason, then (a) Ms. Leverton is entitled to any accrued and unpaid base salary, any accrued and outstanding vacation pay and reimbursement for business expenses properly incurred, (b) Ms. Leverton is entitled to any bonus awarded in the year preceeding the year of termination, if not yet paid, plus any bonus, if earned, for the year of termination, (c) Ms. Leverton is entitled to payment of Ms. Leverton’s base salary for a period of twelve months following the date of termination, (d) Ms. Leverton is entitled to the continuation of all of Ms. Leverton’s benefits and perquisites only for the minimum statutory notice period and thereafter, the Company will only continue Ms. Leverton’s group health and dental benefits for the remainder of the 12 month severance period and (e) long term incentive or other equity awards will be determined in accordance with the terms of the plan, it being understood that Ms. Leverton is not entitled to any damages or compensation in lieu of continued participation in the plan following her last day of active and actual employment. Where the termination occurs in connection with a change of control of the Company, and within twelve months following the closing of such change of control transaction, the Company or any successor terminates Ms. Leverton’s employment without cause or Ms. Leverton terminates her employment for either (a) the relocation of Ms. Leverton’s principal workplace to a location that is more than thirty kilometers from her then current principal workplace and homeworking is not agreeable to the Company, (b) a reduction of 10% or more in Ms. Leverton’s base salary, or (c) a material diminution in Ms. Leverton’s job duties, responsibilities or authority, then Ms. Leverton is entitled to the aforementioned entitlements.

Summary of the Omnibus Plan

The shareholders of the Company initially approved the Omnibus Plan on February 15, 2018. As of the Record Date, the Company had outstanding Hut 8 Options to purchase 606,667 Hut 8 Shares, of which 540,000 have been granted to officers and directors of the Company, which represents 0.51% of the issued and outstanding Hut 8 Shares. Also, as of the Record Date, the Company had outstanding 1,800,000 Hut 8 RSUs and 127,500 Hut 8 DSUs, all of which have been granted to officers and directors of the Company, which represents 1.51% and 0.11% of the issued and outstanding Hut 8 Shares, respectively.

The executive officers, along with the Company’s directors, employees and consultants, are eligible to participate in the Omnibus Plan. The purpose of the Omnibus Plan is to promote greater alignment of interests between employees and shareholders, and to support the achievement of the Company’s longer-term performance objectives, while providing a long-term retention element.

The Hut 8 Board is responsible for administering the Omnibus Plan, and the Compensation and Governance Committee makes recommendations to the Hut 8 Board in respect of matters relating to the Omnibus Plan.

The Omnibus Plan allows for a variety of equity-based awards that provide different types of incentives to be granted to the Company’s directors, executive officers, employees and consultants. The Omnibus Plan facilitates the granting of Hut 8 Options, Hut 8 RSUs or Hut 8 DSUs (collectively, the “Awards”) representing the right to receive one Hut 8 Share (or, in the case of Hut 8 DSUs, the cash equivalent of one Hut 8 Share, one Hut 8 Share, or a combination thereof) in accordance with the terms of Omnibus Plan. The following discussion is qualified in its entirety by the text of the Omnibus Plan.

Under the terms of the Omnibus Plan, the Hut 8 Board, or if authorized by the Hut 8 Board, the Compensation and Governance Committee, may grant awards to eligible participants. Awards may be granted at any time and from time to time in order to: (a) increase participants’ interest in the Company’s welfare; (b) provide incentives for participants to continue their services; and (c) reward participants for their performance of services. Participation in the Omnibus Plan is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death of the participant.

The Omnibus Plan provides that appropriate adjustments, if any, will be made by the Hut 8 Board in connection with a reclassification, reorganization or other change of Hut 8 Shares, consolidation, distribution, merger or amalgamation, in the Hut 8 Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the Omnibus Plan. In the event that a participant receives Hut 8 Shares in satisfaction of an Award during a black-out period, such participant shall not be entitled to sell or otherwise dispose of such Hut 8 Shares until such black-out period has expired.

The maximum number of Hut 8 Shares reserved for issuance, in the aggregate, under the Omnibus Plan is 10% of the aggregate number of Hut 8 Shares issued and outstanding. The aggregate number of Hut 8 Shares (i) issued to insiders under the Omnibus Plan or any other proposed or established share-based compensation arrangement within any one-year period and (ii) issuable to insiders at any time under the Omnibus Plan or any other proposed or established share-based compensation arrangement, shall in each case not exceed 10% of the aggregate number of issued and outstanding Hut 8 Shares (on a non-diluted basis), or such other number as may be approved by the TSX and the shareholders of the Company from time to time. The aggregate number of Hut 8 Shares issued to any one participant under the Omnibus Plan within any one-year period shall not exceed 5% of the aggregate number of issued and outstanding Hut 8 Shares (on a non-diluted basis).

Unless the Hut 8 Board decides or the grant agreement specifies otherwise, the Omnibus Plan provides that Hut 8 Options will vest as to 16.7% (1/6) every six month interval following the date of such grant for those participants who have provided their services to the Company for at least one year. For those participants who have provided their services to the Company for less than one year, Hut 8 Options will vest as to 33.3% (1/3) one year from the date of grant, and 16.7% (1/6) vesting every six months thereafter. The exercise price of any Hut 8 Option shall be fixed by the Hut 8 Board when such Hut 8 Option is granted, but shall not be less than the closing price of the Hut 8 Shares on the TSX on the day prior to the date of grant (and, after the amendments to the Omnibus Plan become effective, will be based on the 5-day volume weighted average price of the Hut 8 Shares on the TSX) (the “Market Value”). A Hut 8 Option shall be exercisable during a period established by the Hut 8 Board which shall commence on the date of the grant and shall terminate no later than ten years after the date of the granting of the Award or such shorter period as the Hut 8 Board may determine. The Omnibus Plan will provide that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a black-out period. In such cases, the extended exercise period shall terminate 10 business days after the last day of the blackout-period.

With respect to Hut 8 RSUs, unless otherwise inconsistent with the terms of the Omnibus Plan, the Hut 8 Board may impose in its sole and absolute discretion such vesting and other terms and conditions. With respect to Hut 8 DSUs, unless otherwise approved by the Hut 8 Board and except as otherwise provided in a participant’s grant agreement or any other provision of the Omnibus Plan, Hut 8 DSUs will vest 50% on the date that is six months from the date of grant and 50% on the anniversary of the date of grant.

The following table describes the impact of certain events upon the rights of holders of Awards under the Omnibus Plan (other than DSUs, which will be settled in accordance with the terms of Section 4 of the Omnibus Plan), including termination for cause, termination other than for cause and death, subject to the terms of a participant’s employment agreement:

In connection with a change of control of the Company, the Hut 8 Board has (i) the right to provide for the conversion or exchange of any outstanding Awards into equivalent Awards of substantially equivalent (or greater) value in any entity participating in or resulting from a change of control and (ii) the power, in its sole discretion, to modify the terms of the Omnibus Plan and/or the Awards to assist the participants to tender into a take-over bid or other transaction leading to a change of control. The Hut 8 Board may, in its sole discretion, change the performance criteria or accelerate the vesting and/or the expiry date of any or all outstanding Awards to provide that, notwithstanding the performance criteria and/ or vesting provisions of such Awards or any grant agreement, such designated outstanding Awards will be fully performed and/or vested and conditionally exercisable upon (or prior to) the completion of the change of control provided that the Hut 8 Board will not, in any case, authorize the exercise of Awards beyond the expiry date of the Awards. If a participant is terminated without cause or resigns for good reason during the 12 month period following a change of control, or after the Company has signed a written agreement to effect a change of control but before the change of control is completed, then any unvested Awards will immediately vest and may be exercised within 30 days of such date.

The Hut 8 Board may, in its sole discretion, suspend or terminate the Omnibus Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the Omnibus Plan or of any Award granted under the Omnibus Plan and any grant agreement relating thereto, subject to any required regulatory and TSX approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of Omnibus Plan or as required by applicable laws.

The Hut 8 Board may amend the Omnibus Plan or any Award at any time without the consent of a participant provided that such amendment shall: (a) not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Plan; (b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX; and (c) be subject to shareholder approval, where required by law, the requirements of the TSX or the Omnibus Plan, provided however that shareholder approval shall not be required for the following amendments and the Hut 8 Board may make any changes which may include but are not limited to:

provided that the alteration, amendment or variance does not:

Burn Rate

The Omnibus Plan was approved by shareholders on February 15, 2018. During the years ended December 31, 2018, December 31, 2019 and December 31, 2020, the Company’s annual burn rate with respect to the Awards granted under the Omnibus Plan was 2.64%, 0.58% and 0.50%, respectively. The burn rate is calculated in accordance with section 613(p) of the TSX Company manual, of each of the Company’s security-based arrangements for the three most recently completed fiscal years. The burn rate is equal to the total number of securities (Hut 8 Options, Hut 8 RSUs and Hut 8 DSUs) granted under the plan during the applicable fiscal year subject to the Omnibus Plan divided by the weighted average number of Hut 8 Shares outstanding as of December 31, 2020. The Company’s future burn rate under the Omnibus Plan is subject to change from time to time, based on the number of Awards granted and the total number of Hut 8 Shares issued and outstanding.

CORPORATE GOVERNANCE

Statement of Corporate Governance Practices

NI 58-101 addresses matters such as the constitution and independence of boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. NI 58-101 requires an issuer who solicits a proxy from a security holder for the purpose of electing directors to include specified corporate governance disclosure in its management information circular. Set out below is a description of the Company’s approach to corporate governance in relation to NI 58-101.

The Hut 8 Board

NI 58-101 defines an “independent director” as a director who has no direct or indirect material relationship with the Company. A “material relationship” is in turn defined as a relationship which could, in the view of the Hut 8 Board, be reasonably expected to interfere with such member’s independent judgment.

The Hut 8 Board believes that it functions independently of management. To enhance its ability to act independently of management, the Hut 8 Board may meet in the absence of members of management and the non-independent directors or may excuse such Persons from all or a portion of any meeting where a potential conflict of interest arises or where otherwise appropriate.

At the Meeting, a total of 5 director nominees will stand for election, of which the following are independent: Bill Tai, Joseph Flinn and Alexia Hefti. The following nominees are not independent within the meaning of "independence" set forth in NI 58-101 and NI 52-110: Jaime Leverton, who is the Chief Executive Officer and Jeremy Sewell, who is the nominee of Bitfury to the Hut 8 Board.

On March 2, 2018, the Company entered into an investor rights agreement (the “Investor Rights Agreement”) with Bitfury. Pursuant to the Investor Rights Agreement, among other things, Bitfury may designate one nominee to the Hut 8 Board if its beneficial ownership of the outstanding Hut 8 Shares is between 10% and 20%, on a non-diluted basis. As noted above, based on public filings, Bitfury holds an aggregate of 16.87% of the issued and outstanding Hut 8 Shares. See “Voting Securities and Principal Holders.”

The independent directors generally meet virtually on a monthly basis and hold meetings on an ad hoc basis from time-to-time, as needed in their determination, which is supported and encouraged by the Hut 8 Board.

The following table provides details regarding director attendance at the Hut 8 Board and the Audit Committee meetings during the year ended December 31, 2020 for all directors during 2020 (including for partial tenure).