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Oriana Resources Corporation and Hut 8 Mining Corp. Provide Update on Proposed Qualifying Transaction
[January 11, 2018]

Oriana Resources Corporation and Hut 8 Mining Corp. Provide Update on Proposed Qualifying Transaction


Oriana Resources Corporation (TSXV-NEX: OUP.H) ("Oriana" or the "Company"):

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Oriana Resources Corporation (TSXV-NEX: OUP.H) ("Oriana" or the "Company"), a capital pool company, and Hut 8 Mining Corp. ("Hut 8"), a private corporation incorporated under the Business Corporations Act (British Columbia) (the "BCBCA"), are pleased to provide an update with respect to their previously announced business combination and reverse takeover transaction (the "Proposed Qualifying Transaction") and related financing activities, including the closing by Hut 8 on December 20, 2017 of a private placement offering of common shares at a price of $2.50 per common share for gross proceeds of $38.0 million (the "First Offering") and the impending launch by Hut 8, on or about January 15, 2018, of a private placement offering of subscription receipts of Hut 8 (the "Subscription Receipts") at a price of $5.00 per Subscription Receipt for projected gross proceeds of approximately $70.0 million (the "Second Offering").

It is anticipated that, prior to the closing of the Proposed Qualifying Transaction (the "Closing"), and using the proceeds raised from the First Offering and the Second Offering, Hut 8 will have acquired, or will have executed purchase orders (the "Purchase Orders") in respect of the right to acquire, an aggregate of 57 proprietary BlockBox AC - Air Cooled Mobile Data Centers (the "BlockBox Data Centers") from Bitfury Holding BV ("Bitfury"), a corporation incorporated under the laws of the Netherlands, for the purpose of running diverse cryptographic hash functions in connection with the mining of cryptocurrency, such BlockBox Data Centers to be stationed on land leased by Hut 8 in Drumheller, Alberta. The purchase of the BlockBox Data Centers by Hut 8 is made pursuant to a master data center purchase agreement between Hut 8 and Bitfury dated November 29, 2017 (the "Master Purchase Agreement"), which agreement establishes an exclusive contractual relationship between the parties for the supply from Bitfury of BlockBox Data Centers within North America. A master services agreement between Hut 8 and Bitfury dated November 29, 2017 provides for a fully-managed service by Bitfury to configure, operate and maintain the BlockBox Data Centers on a 24/7 basis.

Commenting on the Proposed Qualifying Transaction and the success of the First Offering, Sean Clark, Interim Chief Executive Officer of Hut 8, said: "The figures from our First Offering reflect the market's excitement for Hut 8. The Proposed Qualifying Transaction is the kind of deal that, until now, has been largely inaccessible to investors. Through our public listing, and our exclusive relationship with Bitfury, we will soon deliver one of the largest cryptocurrency mining operations in North America, backed by the experience of a board of directors that includes seasoned investors like Michael Novogratz and Bill Tai."

The Proposed Qualifying Transaction

As previously announced in the news release of Oriana dated December 21, 2017, the Proposed Qualifying Transaction is to be implemented in accordance with the terms and conditions of a letter of intent between Oriana and Hut 8 dated December 21, 2017 (the "Letter of Intent") and the terms of the Definitive Agreement (as defined below). Subject to TSX Venture Exchange ("TSXV") approval, the Proposed Qualifying Transaction will constitute Oriana's "Qualifying Transaction", as defined by Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSXV.

The parties continue to work towards a definitive agreement for the Proposed Qualifying Transaction (the "Definitive Agreement"), which agreement is expected to be signed on or before the closing of the Second Offering, and have made significant progress with respect to due diligence, completion of audited and pro forma financial statements of Hut 8 and the drafting of a filing statement (the "Filing Statement") in accordance with the policies of the TSXV.

The Proposed Qualifying Transaction will be structured as a "three-cornered amalgamation" involving Oriana, a wholly-owned subsidiary of Oriana ("Oriana Subco") and Hut 8. On Closing of the Proposed Qualifying Transaction, it is expected that:

  • Oriana will consolidate all of the then issued and outstanding common shares of Oriana (the "Oriana Common Shares") on the basis of approximately 43 to one (the "Consolidation");
  • Hut 8 and Oriana Subco will be amalgamated under the BCBCA (the "Amalgamation") and continue as one corporation ("Amalco"), and Amalco will become a wholly-owned subsidiary of Oriana;
  • Oriana will change its name to "Hut 8 Mining Corp." (on a post-Closing basis, the "Resulting Issuer"); and
  • Each Hut 8 common share (the "Hut 8 Common Shares") will be cancelled, and the former holders of Hut 8 Common Shares will receive one Oriana Common Share for each Hut 8 Common Share held by them.

The Resulting Issuer's business objective will be to carry on the business of Hut 8 by building a leading listed Blockchain company through the development and ownership of cryptocurrency mining infrastructure and other related Blockchain businesses.

The final structure for the Proposed Qualifying Transaction is subject to satisfactory tax, corporate and securities law advice on the part of both Oriana and Hut 8, and approval by the TSXV.

Assuming completion of the Second Offering and the Proposed Qualifying Transaction, the Resulting Issuer will have 83,980,000 common shares outstanding, with the largest shareholder being Bitfury with approximately 43.1%. Oriana shareholders would hold an aggregate of 220,000 common shares of the Resulting Issuer, being approximately 0.3%, and former Hut 8 shareholders would hold an aggregate of 33,600,000 common shares, being approximately 40.0% of such common shares.

Conditional upon completion of the Proposed Qualifying Transaction, the Resulting Issuer will enter into an investor rights agreement with its largest shareholder, Bitfury, pursuant to which, among other things, Bitfury will be entitled to certain customary director nomination and pre-emptive rights. Pre-emptive rights in favour of Bitfury will include the right to subscribe, on a proposed distribution or issuance by the Resulting Issuer, for common shares of the Resulting Issuer (or other securities convertible or exchangeable into common shares of the Resulting Issuer) in order that Bitfury may continue to maintain its pro rata equity ownership interest in the Resulting Issuer. Such pre-emptive rights will terminate in the event that Bitfury's ownership interest in the Resulting Issuer falls below 10%.

Conditions to Completion of Proposed Qualifying Transaction & Regulatory Matters

Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including closing of the Second Offering, acquisition of (or the execution of Purchase Orders for the acquisition of) the BlockBox Data Centers, completion of the Debt Conversion (as defined below), receipt of applicable regulatory approvals, including the approval of the TSXV for the Proposed Qualifying Transaction, completion of satisfactory due diligence and the execution of the Definitive Agreement and related transaction documents. Oriana is expected to convene an annual and special meeting of its shareholders in mid-February 2018 to approve the Consolidation, a new Omnibus Equity Incentive Plan, an updated set of articles (which will include advance notice provisions) and the election, conditional upon and effective as of the completion of the Proposed Qualifying Transaction, of new directors of the Resulting Issuer, which matters are to be set out in a management information circular of Oriana (the "Oriana Circular"). In addition, the shareholders of Hut 8 are expected to convene a special meeting in early February 2018 to approve the Amalgamation.

A request has been made to the TSXV for a waiver of the sponsorship requirements of Policy 2.2 - Sponsorship and Sponsorship Requirements of the TSXV, but there is no assurance that such waiver will be granted.

It is expected that, immediately prior to the Closing, $200,000 of the $236,000 existing debt (work in progress) owing to counsel to Oriana (as at the date of the Letter of Intent) will have been acquired by another party or parties and will have been converted (the "Debt Conversion") into such number of Oriana Common Shares based on a conversion price of $5.00, being the offering price for the Subscription Receipts pursuant to the Second Offering.

Investors are cautioned that, except as will be disclosed in the Oriana Circular and the Filing Statement to be prepared in connection with the Proposed Qualifying Transaction, any information released or received with respect to the Proposed Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The Filing Statement in respect of the Proposed Qualifying Transaction will be prepared and filed on SEDAR at www.sedar.com in accordance with Policy 2.4 no less than seven business days prior to the Closing of the Proposed Qualifying Transaction. A press release will be issued once the Filing Statement has been filed.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

The Proposed Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4 and, as such, shareholder approval is not required, unless otherwise mandated by the TSXV.

Upon completion of the Proposed Qualifying Transaction, it is expected that the Resulting Issuer will meet the public distribution requirements of a Tier 1 issuer in accordance with TSXV requirements.

Financings

First Offering

On December 20, 2017, Hut 8 completed the First Offering, being an equity private placement offering, on both a brokered and non-brokered basis, of 15,200,000 Hut 8 Common Shares at a price of $2.50 per Hut 8 Common Share for gross proceeds of $38.0 million, comprised of $25,424,392 in cash and $12,575,607 in Bitcoin. The brokered portion of the First Offering was completed pursuant to an agency agreement dated December 20, 2017 between Hut 8 and GMP Securities L.P. (the "Agent"), which agency agreement contained representations, warranties, covenants and termination provisions that are customary for an offering of this kind.

The gross proceeds from the First Offering, less $1,767,856, representing the Agent's commission, fees, and other costs and expenses of the First Offering, will be used to finance the purchase by Hut 8 of 22 BlockBox Data Centers (seven of which have since been acquired) from Bitfury pursuant to the Master Purchase Agreement, and to satisfy working capital requirements. A total of 714,000 Hut 8 broker warrants ("Hut 8 Broker Warrants") were issued to the Agent in connection with the First Offering, each such Hut 8 Broker Warrant exercisable to subscribe for and purchase one Hut 8 Common Share at an exercise price of $2.50 for a period of 24 months following the closing date of the First Offering, being December 20, 2017.

Second Offering

The Second Offering is expected to commence on or about January 15, 2018 and will be comprised of a brokered private placement of Subscription Receipts at a price per Subscription Receipt of $5.00 for gross proceeds of approximately $70.0 million. Pursuant to a subscription receipt agreement to be entered into by and among Hut 8, the Agent and Computershare Trust Company of Canada (the "Subscription Receipt Agent"), as escrow agent for the Subscription Receipts, each Subscription Receipt will be automatically exercised, without any further action by the holders thereof, and for no additional consideration, immediately prior to completion of the Proposed Qualifying Transaction, for one Hut 8 Common Share upon the satisfaction of the Escrow Release Conditions (as defined below) on or before the Escrow Release Date (as defined below). Pursuant to the Proposed Qualifying Transaction, holders of Hut 8 Common Shares will receive one common share of the Resulting Issuer in exchange for each Hut 8 Common Share held.

Hut 8 has retained the services of the Agent for the Second Offering. It is expected that the proceeds from the Second Offering will be used to finance Purchase Orders for the remaining 35 BlockBox Data Centers pursuant to the Master Purchase Agreement, and for transaction costs, working capital and general corporate purposes.

On the closing date for the Second Offering, the gross proceeds from the Second Offering, less 50% of the Agent's fees and the reasonable expenses of the Agent payable by Hut 8 (the "Escrowed Proceeds") will be delivered to and held by the Subscription Receipt Agent and invested in an interest bearing account (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds").

The balance of the Agent's fees will be released to the Agent out of the Escrowed Funds and the balance of the Escrowed Funds will be released from escrow to Hut 8 upon the satisfaction of all of the following conditions (collectively, the "Escrow Release Conditions") prior to the Termination Date (as defined below):

(a) the completion, satisfaction or waiver of all conditions precedent to the Closing of the Proposed Qualifying Transaction other than the release of the Escrowed Funds;

(b) the receipt of all shareholder and regulatory approvals required for the Proposed Qualifying Transaction;

(c) written confirmation from Hut 8 and Oriana that all conditions of the Proposed Qualifying Transaction have been satisfied or waived, other than release of the Escrowed Funds, and that the Proposed Qualifying Transaction will be completed forthwith upon release of the Escrowed Funds;

(d) the Resulting Issuer Shares being conditionally approved for listing on the TSXV or an alternative Canadian stock exchange, as applicable, and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrow Funds; and

(e) Hut 8 and the Agent will have delivered a release notice to the Subscription Receipt Agent.

The date on which the Escrow Release Conditions are satisfied is referred to as the "Escrow Release Date", which, for greater certainty, shall be no later than 90 days following completion of the Second Offering (the "Termination Date"), except as may be extended in accordance with the terms of the Subscription Receipts.

In the event that the Escrow Release Conditions are not satisfied by the Termination Date, the proceeds of the Second Offering will be returned pro rata to each holder of Subscription Receipts, and the Subscription Receipts will be automatically cancelled, void and of no value or effect.

Closing of the Second Offering is expected to occur on February 7, 2018, or on such earlier or later date as the Agent and Hut 8 may mutually agree. The closing of the Second Offering will be conditional on the receipt by the Agent of executed lock-up agreements from: (a) each of the executive officers and directors of Hut 8; and (b) each shareholder of Hut 8 holding 10% or greater of the Hut 8 Common Shares.

Selected Pro Forma Consolidated Financial Information

The following table sets forth certain pro forma financial information of the Resulting Issuer after giving effect to the Second Offering and the Proposed Qualifying Transaction. Such unaudited pro forma consolidated financial statements are based on certain assumptions and adjustments and are not necessarily indicative of the Resulting Issuer's consolidated financial position if the events reflected therein were in effect for the periods presented, nor do they purport to project the Resulting Issuer's financial position or results from operations for any future period.



Balance Sheet  

Pro Forma as at September 30, 2017 after giving effect to the
Second Offering and the Proposed Qualifying Transaction

Current Assets $24,795,886
Long-Term Assets $128,625,000
Current Liabilities $362,880
Shareholders' Equity $153,058,006

Such information is derived from the unaudited pro forma balance sheet of the Resulting Issuer as at September 30, 2017.

Directors, Officers and Insiders of the Resulting Issuer

Concurrent with the completion of the Proposed Qualifying Transaction, it is expected that all directors and officers of Oriana will resign and be replaced by Hut 8 nominees. The directors, officers and insiders of the Resulting Issuer are expected to be the following:

Valery Vavilov (Director)

Valery Vavilov is the Chief Executive Officer and founder of BitFury Group Limited, the world's leading full service Blockchain company. Mr. Vavilov's entrepreneurial experience and passion for Blockchain technology led him to found the BitFury Group Limited in 2011, when Blockchain technology was just beginning to capture the world's attention and imagination. A native Latvian who experienced first-hand the challenges resulting from the collapse of the Soviet Union, Mr. Vavilov was inspired by Blockchain technology and saw an opportunity to build technological solutions that could improve the lives of people all over the world. Mr. Vavilov focused first on the hardware solutions that would ensure security and trust in the Blockchain, leading Bitfury Group Limited to develop five generations of cutting-edge mining chips and state-of-the-art data center designs. Under his leadership, the BitFury Group Limited has expanded its focus to provide custom-designed software, consulting solutions, and advanced hardware, all while maintaining its position as one of the major public Blockchain security and transaction providers. Prior to founding Bitfury Group Limited, Mr. Vavilov spent more than 15 years in a variety of technical and leadership positions. He received his MS from the Transport & Telecommunication Institute in Latvia.

Bill Tai (Director)

Bill Tai is a member of the board of directors of Bitfury and a co-founder and chairman of data science company Treasure Data, Inc. He was an early seed investor behind high profile startups Canva, Color Genomics, Tweetdeck/Twitter (News - Alert), Wish.com and Zoom Video. Mr. Tai is a Partner Emeritus at CRV, a venture capital firm. 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 University.

Michael Novogratz (Director)

Michael Novogratz is the Chief Executive Officer of Galaxy Group Investments LCC, a private investment company. He was formerly a principal and a member of the board of directors of Fortress Investment Group LLC and Chief Investment Officer of the Fortress Macro Fund. Mr. Novogratz joined Fortress in 2002 after spending 11 years at Goldman Sachs Group, Inc., where he was elected partner in 1998. Mr. Novogratz founded and serves as the Chairman of the board of directors for Beat the Streets, a non-profit organization which builds wrestling programs in New York City public schools and is also the Honorary Chairman of USA Wrestling Foundation. Mr. Novogratz is Chairman of The Friends of the Hudson River Park. He also serves on the board of the Acumen Fund, NYU Langone Medical Center, Princeton Varsity Club and The Jazz Foundation of America. Mr. Novogratz received an AB from Princeton University in Economics, and served as a helicopter pilot in the US Army.

Dennis Mills (Director)

Dennis Mills is the Founder and President of Toronto Partners Inc. Since 2013, Mr. Mills has served as a director of CGX Energy Inc. and was a director of Pacific Rubiales Energy Corp. from 2012 to 2016. Mr. Mills was Vice Chairman and Chief Executive Officer of MI Developments Inc. from 2004 to 2011, and a Vice-President at Magna International from 1984 to 1987. Mr. Mills served as a Member of Parliament in Canada from 1988 to 2004. While a Member of Parliament, Mr. Mills was Parliamentary Secretary to the Minister of Industry from 1993 to 1996, the Parliamentary Secretary to the Minister of Consumer and Corporate Affairs from 1993 to 1995 and the Chair of the Committee studying the Industry of Sport in Canada. Mr. Mills was the Senior Policy Advisor to the Cabinet Committee on Communications (1980-1984), Advisor to the Minister of Energy (1980-1981), Senior Advisor to the Minister of Multiculturalism (1980) and Senior Communications Advisor to the Prime Minister of Canada, The Right Honourable Pierre Elliott Trudeau (1980-1984).

Jeffrey Mason (Director)

Jeffrey Mason is a Chartered Professional Accountant (CPA) and holds an Institute of Corporate Directors (ICD.D) designation. Mr. Mason has over 25 years of public company experience in exploration, development, construction and operation for gold, silver, copper, nickel, lead, zinc, platinum group metals and diamond projects in the Americas, Asia and Africa. In 2004, he was awarded the BC Ernst & Young Entrepreneur of the Year Award in the Natural Resources category. He has expertise in exploration, construction and operations reporting, budgeting and financial systems, mergers and acquisitions, corporate finance, regulatory reporting, and corporate governance including 15 years (1994-2008) as a Principal and Chief Financial Officer of Hunter Dickinson Inc., which included experience as Chief Financial Officer, Corporate Secretary and a director for 15 public companies listed on the TSX, the TSXV and NYSE MKT. For 8 years, Mr. Mason served as director and audit chair of TSX/NASDAQ-listed, Coastal Contacts Inc., an online e-retailer with annual sales of over $220,000,000 and 650 employees until its sale in May 2014 to Essilor International for $450,000,000. He began his career with Deloitte (News - Alert) LLP as a Chartered Professional Accountant, followed by six years at Barrick Gold Corporation in mineral exploration, construction and operations reporting. Mr. Mason served as Chief Financial Officer of Wellgreen Platinum Ltd. from November 2012 to July 2016 and board director from November 2013 to September 2015. Mr. Mason served as director and audit chair from May 2014 to June 2017, and is now an independent board advisor of Great Panther Silver Limited, (TSX/NYSE MKT) a precious metals mines operator in Mexico and Peru, director and audit chair of Red Eagle Mining Corporation (TSX) since January 2010, a gold producer in Columbia, director of Amarc Resources Ltd. (TSXV) since September 1995, director and audit chair of Torq Resources Inc. (TSXV) since September 2017, and director and audit chair of Libero Copper Corporation (TSXV) since August 2008.

Gerri Sinclair (Director)

Gerri Sinclair's career includes more than 25 years' experience in mobile and digital media technologies, entrepreneurial business, and government policy. She was the founder and CEO of NCompass Labs, the Internet digital content management company acquired by Microsoft in 2001. Dr. Sinclair then joined the Microsoft Senior Executive team as Country Manager for Canada for MSN. A former IBM (News - Alert) Consulting Scholar as well as a Visiting Scientist at IBM Research in New York, Dr. Sinclair was also the first President of the British Columbia Government Premier's Technology Council, and the founding director of the ExCITE lab at Simon Fraser University, the first digital media technology R&D centre in Canada. She holds a Ph.D. in Renaissance drama as well as an honorary Doctor of Science in Computing Science from the University of British Columbia. Dr. Sinclair also serves as a Senior Innovation Strategist at Ryerson University in Toronto, and at Telefonica's (News - Alert) Advanced Multimedia Research Lab in Barcelona, Spain. In addition to being a member of the Toronto Montreal Stock Exchange board of directors (TMX), she is currently a director of the Vancouver Airport Authority (YVR), as well as on the board of directors of ThinkData, a small Toronto-based start-up in the field of Big Data.

Sean Clark (Interim Chief Executive Officer)

Sean Clark is co-founder and Chief Executive Officer of Hut 8 and co-founder and director of First Block Capital Inc., Canada's first fully-regulated cryptocurrency investment firm. Mr. Clark is also co-founder and director of First Coin Capital Corp, an international ICO advisory firm. Mr. Clark founded SHOEme.ca in 2012, which was sold in 2014 to Shoes.com, where he held the title of Chief Revenue Officer and helped the company achieve $300 million in annual revenue. Mr. Clark received his MBA from the University of British Columbia and was the winner of the 2016 EY Entrepreneur of the Year award.

Kyle Appleby (Interim Chief Financial Officer)

Kyle Appleby is Interim Chief Financial Officer of Hut 8. Since 2007, Mr. Appleby has been providing Chief Financial Officer services to a number of public and private companies both domestic and international. He has focused on assisting companies with financial reporting and controls, governance, operations, regulatory compliance and taxation. Prior to 2007, Mr. Appleby worked for several public accounting firms in Canada. He is a member in good standing of the Chartered Professional Accountants of Canada and the Chartered Professional Accountants of Ontario.

Insiders

Upon completion of the Proposed Qualifying Transaction, Bitfury is expected to be an insider of the Resulting Issuer by virtue of it beneficially owning or controlling, directly or indirectly, more than 10% of the issued and outstanding shares of the Resulting Issuer. Bitfury is controlled by Valery Vavilov, a resident of Tbilisi, Georgia.

About Oriana

Oriana was incorporated under the BCBCA on June 9, 2011. The Company is listed as a capital pool company on the NEX board of the TSXV. The Oriana Common Shares were listed for trading on the TSXV on October 3, 2012 and commenced trading at the opening of trading on October 4, 2012 under the symbol "OUP.P" (and now listed on the NEX board of the TSXV under the trading symbol "OUP.H"). In accordance with Policy 2.4, Oriana's principal business has been to identify and evaluate assets or businesses with a view to consummating a Qualifying Transaction subject to acceptance by the TSXV. Trading in the Oriana Common Shares is currently halted pending completion of the Proposed Qualifying Transaction.

About Hut 8

Hut 8 was incorporated under the BCBCA on November 15, 2017. Hut 8 is a cryptocurrency mining and Blockchain infrastructure company established through an exclusive partnership with the Bitfury Group, the world's leading full-service Blockchain technology company. Hut 8 currently owns bitcoin mining datacenters representing 24.2 MW and 165 PH/s that are in operation or construction, with a pipeline of acquisition and development opportunities across North America. Through its partnership with the Bitfury Group, Hut 8 has access to a proprietary mix of hardware, software, and operational know-how to construct, optimize, and manage datacenters in low-cost and attractive jurisdictions. Hut 8 is led by a team of industry experts and intends to provide investors with exposure to Blockchain processing infrastructure and technology along with underlying cryptocurrency rewards and transaction fees.

Forward-Looking Statements:

When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Oriana and Hut 8 believe, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct. The forward-looking statements and information in this press release include information relating to the business plans of Oriana and Hut 8, the Proposed Qualifying Transaction (including the closing of the Second Offering as well as the acquisition by Hut 8 of, or the execution of the Purchase Orders for the acquisition of, the BlockBox Data Centers, the Debt Conversion and the Amalgamation) and the officers, directors and insiders of the Resulting Issuer upon completion of the Proposed Qualifying Transaction. Such statements and information reflect the current view of Oriana and/or Hut 8, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (a) there is no assurance that Oriana and Hut 8 will obtain all requisite approvals for the Proposed Qualifying Transaction, including the approval of the TSXV for the Proposed Qualifying Transaction (which may be conditional upon amendments to the terms of the Proposed Qualifying Transaction); (b) following completion of the Proposed Qualifying Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (c) new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and (d) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. There are a number of important factors that could cause Oriana and Hut 8's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses; and general market and industry conditions. The parties undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of their securities or their respective financial or operating results (as applicable).

Oriana and Hut 8 caution that the foregoing list of material factors is not exhaustive. When relying on the parties' forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The parties have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of the parties as of the date of this press release and, accordingly, are subject to change after such date. The parties do not undertake to update this information at any particular time except as required in accordance with applicable laws.

All amounts referred to herein are in Canadian dollars unless otherwise indicated.

There can be no assurance that the Proposed Qualifying Transaction will be completed as proposed or at all.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.


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