Exhibit 4.1 


 


 








 


HUT
8 MINING CORP. 


130
King Street W. 


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 December 30, 2020 at 10:00 a.m.
(Toronto time) (Shareholder Dial-in Number: (+1) 888 886 7786 (North America Toll Free)) for the following purposes:


 


	1.	to
                                         receive and consider Hut 8’s audited financial statements for the fiscal year-ending
                                         December 31, 2019 (“Fiscal 2019”), together with the report of the
                                         auditors thereon;



 


	2.	to
                                         elect the directors of the Company who will serve until the end of the next annual meeting
                                         of shareholders of the Company;



 


	3.	to
                                         re-appoint DMCL LLP as auditors and to authorize the directors to fix their remuneration;



 


	4.	to
                                         approve a securities for services plan with Induna Energy Inc. which includes a one-time
                                         securities issuance of 380,000 common shares for services rendered in 2020, and the issuance
                                         of up to 600,000 common shares in 2021 at the discretion of the Company;



 


	5.	to
                                         transact such further or other business as may properly come before the Meeting and any
                                         adjournments thereof.



 


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 November 2, 2020, 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 26th day of November, 2020.


 


	 	ON BEHALF OF THE BOARD
    OF DIRECTORS
	 	 
	 	“Bill Tai”
	 	Bill Tai
	 	Director
	 	Toronto, Ontario




     


     

    

GLOSSARY
OF DEFINED TERMS


 


In
this Information Circular, the following capitalized words and terms shall have the following meanings:


 


	BCBCA	The Business Corporations
    Act (British Columbia) and the regulations prescribed thereunder, as amended from time to time.
	 	 
	Business Combination	The business combination between Hut 8 and Oriana
    which became effective March 2, 2018, all as further detailed in the filing statement of Oriana dated March 1, 2018 and available
    on SEDAR at www.sedar.com.
	 	 
	CEO	Chief Executive Officer.
	 	 
	CFO	Chief Financial Officer.
	 	 
	Computershare	Computershare Trust Company.
	 	 
	DMCL	Dale Matheson Carr-Hilton Labonte LLP, Chartered
    Professional Accountants.
	 	 
	Hut 8 or the Company	Hut 8 Mining Corp., a Company existing under
    the BCBCA.
	 	 
	Hut 8 Board	The board of directors of Hut 8.
	 	 
	Hut 8 DSUs	Deferred Share Units of the Company, issued
    under the Omnibus Plan.
	 	 
	Hut 8 Named Executive Officers or NEO	The named executive officers of Hut 8, as provided
    in “Compensation of Executive Officers and Directors”.
	 	 
	Hut 8 Nominees	Proposed nominees to sit on the Hut 8 Board.
	 	 
	Hut 8 Options	Stock options granted to directors, officers,
    employees and consultants of Hut 8 to acquire Hut 8 Shares, in accordance with the terms of the Omnibus Plan.
	 	 
	Hut 8 RSUs	Restricted Share Units of the Company, issued
    under the Omnibus Plan.
	 	 
	Hut 8 Shareholders	At the relevant time, holders of Hut 8 Shares.
	 	 
	Hut 8 Shares	Common shares in the capital of Hut 8.
	 	 
	Hut 8 Warrants	Warrants for common shares in the capital of
    Hut 8.
	 	 
	IFRS	International Financial Reporting Standards.
	 	 
	Information Circular	This management information circular sent to
    the Hut 8 Shareholders in connection with the Meeting.
	 	 
	Induna	Induna Energy Inc.
	 	 
	Intermediary	As defined in “General Proxy Information
    – Non-Registered Holders and Delivery Matters”.
	 	 
	Meeting	The annual and special meeting of Hut 8 Shareholders
    to be held virtually on December 30, 2020 at 10:00 a.m. (Toronto time).
	 	 
	NI 52-110	National Instrument 52-110 – Audit
    Committees.
	 	 
	OBO	An objecting beneficial owner, as defined in
    NI 54-101.
	 	 
	Omnibus Plan	The Omnibus Long-Term Incentive Plan originally
    approved by the Hut 8 Shareholders on February 15, 2018.
	 	 
	Oriana	Oriana Resources Corporation, a company incorporated
    under the BCBCA on June 9, 2011.





    ( ii )


     

    

 

	Person	Any individual, firm, partnership,
    joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative,
    estate group, body corporate, Company, unincorporated association or organization, Governmental Authority, syndicate or other
    entity, whether or not having legal status.
	 	 
	Proxy Submission Deadline	As defined in “General Proxy Information
    – Appointment and Revocation of Proxies”.
	 	 
	Record Date	November 2, 2020, being the date for determining
    registered Hut 8 Shareholders entitled to receive notice of and vote at the Meeting.
	 	 
	RTO	Has the same meaning as “Business Combination”.
	 	 
	TSX	Toronto Stock Exchange.
	 	 
	TSXV	TSX Venture Exchange.
	 	 
	VIF	Voting Information Form.





     - iii -



     

    

 


 


INFORMATION
CIRCULAR


 


for
the


 


ANNUAL
GENERAL AND SPECIAL MEETING


 


of


 


Hut
8 Mining Corp.


 


to
be held on


 


Wednesday,
December 30, 2020





     - 1 -


     

    

Hut
8 Mining Corp. 


MANAGEMENT
INFORMATION CIRCULAR 


For
the Annual General and Special Meeting of Shareholders to be held on December 30, 2020


 


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 December 30, 2020, at the time and place and for the purposes set forth in the Notice.


 


Shareholder
Dial-in Numbers:


 


	North American
Toll Free:	(+1)
                                   888 886 7786
	International:	08006522435
                                         (United Kingdom); 1800076068 (Australia)



  


Shareholders
in other jurisdictions can request their local dial-in number directly from customercare@accutel.com.


 


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 November 26, 2020, unless indicated otherwise.


 


Appointment
and Revocation of Proxies


 


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 4:00 p.m. (Toronto
time) on December 24, 2020 (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:


 


	1.	not
                                         later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of holding
                                         the Meeting or adjournment thereof at which the proxy is to be used, by delivering another
                                         properly executed form of proxy bearing a later date and depositing it as aforesaid;



 


	2.	by
                                         depositing an instrument in writing revoking the proxy executed by him or her:



 


		(a)	with
                                         Computershare at its office denoted herein at any time up to and including the Proxy
                                         Submission Deadline, or not later than 48 hours prior to any adjournment(s) of the Meeting
                                         at which the proxy is to be used; or



 


		(b)	with
                                         the Chair of the Meeting on the day of the Meeting, prior to the commencement of the
                                         Meeting or any adjournment thereof; or





     - 2 -


     

    

	3.	in
any other manner permitted by law.



 


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.




     - 3 -


     

    

 


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 the proposed amendment and confirmation of the Omnibus Plan, in connection
with which the directors and executive officers of the Company may have been granted and/or may be entitled to receive Awards. 




     - 4 -


     

    

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 90,476,317 issued and outstanding. Each share carries the right to one vote. The outstanding shares are listed on the TSX
under the symbol “HUT”.


 


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.


 





	Name	 	Number of Shares Beneficially Owned, 
 Controlled or Directed (Directly or Indirectly)	 	 	Percentage of Issued and 
 Outstanding Shares as of the Record

  Date	 
	Bitfury Holding BV	 	 	38,849,802	(1)	 	 	40.2	%
















(1)
Bitfury Holdings BV has 35,000,000 of their shares pledged to a third party.


 


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, 2019, 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 six 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.




     - 5 -


     

    

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 common shares of Hut 8 beneficially owned
by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular.


 


	Name and Municipality 
 of Residence	 	Principal Occupations For Last 
 Five Years	 	Year began as a 
 director of 
 Company	 	 	Shares Held or 
 Beneficially Owned	 
	Bill Tai(1) 
 San Francisco, USA 
	 	Partner Emeritus, CRV; Director, Bitfury Group Limited; Investor; Director	 	 	2018	 	 	 	708,453	(2)
	Jeremy Sewell(3) 
 London, UK 
	 	CFO, Bitfury Group Limited; CFO of eCurrency	 	 	2019	 	 	 	Nil	 
	Joseph Flinn(4) 
 Halifax, Canada 
	 	CFO, Seaboard Transportation Group, President of Clarke Transport and Clarke North Canada; President Sysco Canada’s Eastern Division	 	 	2018	 	 	 	7,808	 
	Sanjiv Samant(5) 
 Toronto, Canada 
	 	Managing Director of Round13 Capital; Group Head of Technology Media and Healthcare at National Bank	 	 	N/A	 	 	 	Nil	 
	Chris Eldredge(6) 
 Washington D.C., USA 
	 	Former President and CEO of Dupont Fabros Technology and a Director of Seaborn	 	 	N/A	 	 	 	Nil	 
	Jaime Leverton  
Toronto, Canada	 	Former Chief Commercial Officer of eStruxture Data Centers and the General Manager of Cogego Peer 1	 	 	N/A	 	 	 	Nil	 











	(1)	Chair
                                         of the Hut 8 Board





	(2)	40,000
                                         of Mr. Tai’s Hut 8 Shares are held through XTC Unicorn Fund I, LLC.





	(3)	Current
                                         member of Audit Committee to be removed at Meeting, proposed member of the Compensation
                                         and Governance Committee





	(4)	Independent;
                                         Audit Committee chair and member of Compensation and Governance Committee





	(5)	Proposed
                                         member of the Audit Committee





	(6)	Proposed
                                         member of Audit Committee and Compensation and Governance Committee chair







     - 6 -


     

    

The
following is a brief description of the director nominees:


 


Bill
Tai – Director


 


Bill
is a Director of Bitfury and 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
CRV 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.


 


Jeremy
Sewell – Director


 


Jeremy
Sewell serves as Bitfury’s CFO and has 30 years of extensive international financial, commercial and operating experience.
Prior to his role as CFO of Bitfury, he was CFO of the Silicon Valley fintech company eCurrency, where he led the equity investment
from eBay Founder Pierre Omidyar’s VC and Bridgewater Associates and Farallon Capital hedge fund founders Ray Dalio and
Tom Steyer. Mr. Sewell qualified as a Chartered Accountant in the UK spending 10 years in practice with a focus on audit and consulting
projects across multiple countries in Europe and Asia.


 


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.


 


Sanjiv
Samant – Director Nominee


 


Sanjiv
Samant is a Managing Partner at Round13 Capital where he founded and runs the Round13 Growth Fund, focused on investing in later
stage Canadian growth opportunities in technology and healthcare. Mr. Samant has over twenty years of experience working with
and advising a wide variety of Canadian growth companies on strategy, M&A, IPO and capital raising initiatives. Prior to establishing
the Round13 Growth Fund, Sanjiv headed the Technology, Media, Telecommunication (“TMT”), Sustainability and Healthcare
investment banking group at a Canadian bank owned dealer. Mr. Samant holds an LL.B. from Osgoode Hall Law School, an M.B.A. from
York University’s Schulich School of Business and a B.A. (Economics) from the University of Western Ontario.


 


Christopher
P. Eldredge – Director Nominee


 


Christopher
P. Eldredge is the former president and CEO of DuPont Fabros Technology (“DFT”). While in this role, Eldredge repositioned
the company and established its expansion strategy which eventually led to its sale to Digital Reality Trust. Prior to joining
DFT, Eldredge was executive vice president of global solutions, an NTT America Inc., one of the largest global IT infrastructure
services providers. Eldredge received an MBA from Dowling College; a Master’s in communication arts from New York Institute
of Technology; and a Bachelor’s in business administration in marketing from Hofstra University where he earned a full athletic
scholarship.


 


Jaime
Leverton – Chief Executive Officer & Director Nominee


 


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, Technation and ComKids in addition to serving as the
Chair of IMWomen Canada. 




     - 7 -


     

    

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:


 


		(a)	is,
                                         as at the date of this Information Circular, or has been within 10 years before the date
                                         of the Circular, a director or executive officer of any company (including the Company)
                                         that, while that person was acting in that capacity, or within a year of that person
                                         ceasing to act in that capacity, became bankrupt, made a proposal under any legislation
                                         relating to bankruptcy or insolvency or was subject to or instituted any proceedings,
                                         arrangement or compromise with creditors or had a receiver, receiver manager or trustee
                                         appointed to hold its assets; or



 


		(b)	has,
                                         within the last 10 years before the date of this Information Circular, become bankrupt,
                                         made a proposal under any legislation relating to bankruptcy or insolvency, or become
                                         subject to or instituted any proceedings, arrangement or compromise with creditors, or
                                         had a receiver, receiver manager or trustee appointed to hold the assets of the proposed
                                         director.



 


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.


 


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.




     - 8 -


     

    

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 Security Based Compensation Arrangement


 


At
the Meeting, the Hut 8 Shareholders will be asked to, if deemed appropriate, pass an ordinary resolution approving the security-based
compensation arrangement with a service provider of the Company, Induna Energy Inc. (“Induna”). On May 29,
2018, Hut 8 entered into a Joint Development Agreement (the “JDA”) with Induna pursuant to which, for the ten
(10) year term of the JDA, Hut 8 engages Induna to provide various services to Hut 8 including, but not limited to, operations
and maintenance support for selected project sites of Hut 8.


 


This
arrangement, and the consideration sought from Shareholders, is to authorize the Hut 8 Board to:


 


	(i)	issue
                                         380,000 Hut 8 Shares to Induna, as payment for services already rendered by Induna, pursuant
                                         to the JDA, for the period between January 1, 2020 and November 26, 2020 (“2020
                                         Share Issuance”); and



 


	(ii)	during
                                         the calendar year 2021, issue up to $50,000 in Hut 8 Shares (determined by dividing the
                                         then-current market price of the Hut 8 Shares) on a monthly basis (the “Share
                                         Payments”), in such monthly amounts to be determined at the discretion of the
                                         Hut 8 Board.



 


The
JDA sets out that Hut 8 will make monthly payment related to its energy consumption at the subject project site. Such monthly
payments are payable up to fifty percent (50%) in Hut 8 Shares. The Company is therefore seeking shareholder approval to make
such Share Payments, at the discretion of management of the Company, up to the maximum amount payable on a monthly basis in accordance
with the JDA and subject to a monthly maximum 50,000 common shares, as well as the approval for the 2020 Share Issuance.


 


The
shares issuable by the Company are to be issued at the then-market price of the securities of the Company on the TSX.


 


Induna
is the only eligible recipient of the Share Payments arrangement under the JDA, and under the proposed shareholder approval. The
maximum monthly Share Payment is $50,000.00, which equals approximately 32,679 (monthly) and 392,156 (annual) Hut 8 Shares, representing
0.03% and 0.4%, respectively, of the total issued and outstanding Hut 8 Shares as of the date of this Circular using the closing
price of the Hut 8 Shares on the TSX on November 24, 2020 ($1.53). The Share Payments are also subject to a maximum of 50,000
(monthly) and 600,000 (annually) Hut 8 Shares, representing 0.04% and 0.6%, respectively, of the total issued and outstanding
Hut 8 Shares (resulting in an effective price floor of $1.00 for the Hut 8 Shares issuable under the Share Payments).


 


Induna
currently holds 15,130 Hut 8 Shares, representing less than 0.02% of the total issued and outstanding Hut 8 Shares. If Induna
is issued both the maximum Share Payments of 600,000 Hut 8 Shares, and the 2020 Share Issuance of 380,000 Hut 8 Shares, then Induna
would be issued 980,000 total Hut 8 Shares which represents approximately 1.00% of the issued and outstanding Hut 8 Shares. Given
Induna’s current holdings, and the maximum number of Hut 8 Shares that Induna can be issued, the number of the Hut 8 Shares:
i) issued to insiders of Hut 8, within any one-year period, and ii) issuable to insiders of Hut 8, at any time, under the proposed
share compensation arrangement combined with all of Hut 8’s other security based compensation arrangements, do not exceed
10% of Hut 8’s total issued and outstanding securities, respectively.


 


The
JDA is assignable by either party on thirty-days written notice and may only be amended by written agreement of the parties. Pursuant
to the policies of the TSX, the shareholder approval sought herein shall only be applicable to Share Payments made in accordance
with the disclosure herein and made to Induna.


 


The
Company previously made Share Payments to Induna in accordance with the JDA at such time as the Hut 8 Shares were listed on
the TSXV. Notwithstanding the previous practices of the parties in this regard, the policies of the TSX require that this
share compensation arrangement is approved by Hut 8’s security holders. The approval of security holders is
specifically required pursuant to Section 613 of the TSX Company Manual.





     - 9 -


     

    



At
the Meeting, the shareholders will be asked to consider the following resolution:


 


“BE
IT RESOLVED AS AN ORDINARY RESOLUTION THAT:


 


	1.	If
                                         and when the directors of the Company shall deem appropriate to do so, the Company is
                                         hereby authorized to issue to Induna Energy Inc. (“Induna”), on a monthly
                                         basis for each calendar month of 2021, that number of Hut 8 Shares equal to up to $50,000
                                         divided by the then-current market price of Hut 8 Shares, subject to 50,000 Hut 8 Share
                                         per month maximum issuance (600,000 Hut 8 Shares annually) in accordance with the terms
                                         of its Joint Development Agreement (“JDA”) with Induna, in such final amount
                                         as may be determined in the board of directors of the Company’s sole and complete
                                         discretion (the “Share Payments Resolution”).



 


	2.	The
                                         Company is authorized to issue 380,000 Hut 8 Shares to Induna for services rendered by
                                         Induna for the period between January 1, 2020 and November 26, 2020, pursuant to the
                                         JDA, such Hut 8 Shares to be issued at the then-market price at the time of issuance.



 


	2.	The
                                         directors of the Company, in their sole and complete discretion, are authorized and empowered
                                         to act upon this resolution to effect the share issuances described in this resolution;



 


	3.	Any
                                         one director or officer of the Company is authorized and directed, on behalf of the Company,
                                         to take all necessary steps and proceedings and to execute, deliver and file any and
                                         all declarations, agreements, documents and other instruments and do all such other acts
                                         and things that may be necessary or desirable to give effect to this special resolution.



 


	4.	Notwithstanding
                                         that this resolution has been duly passed by the shareholders of the Company, the directors
                                         of the Company are hereby authorized and empowered, without further notice to, or approval
                                         of, the shareholders of the Company to revoke the Share Payments Resolution at any time
                                         and to not proceed with the Share Payments.”



 


If
shareholders pass the above resolutions, the Share Payments will be made on an ongoing basis on such dates to be determined by
the directors of the Company, if at all, and the 2020 Share Issuance will be issued immediately.


 


The
Hut 8 Board unanimously recommends that the Hut 8 Shareholders vote in favour of a resolution authorizing and directing the management
of Hut 8, in their sole discretion, to make the Share Payments on an ongoing basis for the term of the JDA and to issue 380,000
Hut 8 Shares to Induna for services already rendered. The management representatives named in the attached form of proxy intend
to vote in favour of such security-based compensation arrangement and share issuance, unless a shareholder specifies in the proxy
that his or her Hut 8 Shares are to be withheld from voting thereon. 




     - 10 -


     

    

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 2019.


 





	Type
    of Fee for Board of Directors	 	Amount(1)
	Chair and Lead Director(2)	 	$10,000/year
	Committee Member(3)	 	$5,000/year
	Board Member(4)	 	$40,000/year








 


	(1)	Represents
                                         compensation paid per year to each director.






	(2)	Such
                                         compensation to be paid to members that are either the chair of the Hut 8 Board or the
                                         lead director.





	(3)	Such
                                         compensation to be paid to members that sit on a committee of the Hut 8 Board.





	(4)	Directors
                                         are also reimbursed for applicable travel and other out-of-pocket expenses incurred in
                                         executing their duties as directors. To the extent that the Company requests a director
                                         to provide advisory or consulting services, they are compensated at rates comparable
                                         to what such directors charge for comparable services to arm’s-length parties.



 


Director
Compensation Table


 


The
following table sets out information concerning the Fiscal 2019 compensation earned by, paid to, or awarded to each director who
is not a NEO.


 





	Name	 	Fees 

Earned 

($)(1) 
	 	 	Share-based 

awards 

($)(2) 
	 	Option-based 

awards 

($)(3) 
	 	 	Non-equity

incentive plan

compensation ($) 
	 	Pension 

value 

($) 
	 	All
other 

compensation 

($)(4) 
	 	 	Total 

($) 
	 
	Bill Tai	 	 	50,000	 	 	Nil	 	 	Nil	 	 	Nil	 	Nil	 	 	Nil	 	 	 	50,000	 
	Jeremy Sewell	 	 	19,500	 	 	Nil	 	 	Nil	 	 	Nil	 	Nil	 	 	Nil	 	 	 	19,500	 
	Joseph Flinn	 	 	45,000	 	 	Nil	 	 	139,514	 	 	Nil	 	Nil	 	 	7,500	 	 	 	192,014	 
	Dennis Mills	 	 	45,000	 	 	Nil	 	 	109,492	 	 	Nil	 	Nil	 	 	7,500	 	 	 	161,992	 
	Gerri Sinclair(5)	 	 	45,000	 	 	Nil	 	 	Nil	 	 	Nil	 	Nil	 	 	7,500	 	 	 	52,500	 








	(1)	Amounts
                                         reflect the cash compensation received.





	(2)	Amounts
                                         reflect the fair value of shares issued, Hut 8 RSUs, or Hut 8 DSUs recognized in the
                                         year.





	(3)	Amounts
                                         reflect the option-based awards recognized in the covered year. The fair value was determined
                                         in accordance with IFRS 2, “Share-based payments” using the Black-Scholes
                                         stock option pricing model.





		•	Dennis
Mills’ option-based award was granted on March 5, 2018, consisting of 115,000 stock options which expire in five years.
The grant price equaled $5.00 and the fair value assigned to these stock options under the Black-Scholes model was $3.10 per option,
an expected life of 5 years, a volatility rate of 75.0%, an average risk-free rate of 2.14%, and a dividend rate of 0%.






		•	Joseph
Flinn’s option-based award was granted on September 14, 2018, consisting of 115,000 stock options which expire in five years.
The grant price equaled $5.00 and the fair value assigned to these stock options under the Black-Scholes model was $2.51 per option,
an expected life of 5 years, a volatility rate of 121.4%, an average risk-free rate of 2.31%, and a dividend rate of 0%.






	(4)	Amounts
                                         reflect the cash bonus awarded to each of the members of the Audit Committee.





	(5)	Gerri
                                         Sinclair resigned from the Hut 8 Board on April 3, 2020.







     - 11 -


     

    

Outstanding
Option-Based and Share-Based Awards


 


The
following table sets out, for each director who is not also a NEO, information concerning all option-based and share-based awards
outstanding as at December 31, 2019.


 





	 	 	Option-Based Awards	Share-Based
    Awards
	Name	 	Number of 
 securities 
 underlying 
 unexercised 
 options 

(#)	 	 	Option 
 exercise 
 price 

($)	 	 	Option 
 expiration 
 date	 	Value of 
 unexercised 
 in-the- 
 money 
 options ($)	 	Number of 
 shares or 
 units of 
 shares that 
 have not 
 vested 

(#)	 	Market or
 payout value 
 of share-based 
 awards that 
 have not 
 vested

 ($)	 	Market or
    payout

 value of share-

based awards not 
 paid out or 
 distributed

 ($)
	Bill Tai	 	Nil	 	 	n/a	 	 	n/a	 	n/a	 	 Nil	 	Nil	 	Nil
	Jeremy Sewell	 	Nil	 	 	n/a	 	 	n/a	 	n/a	 	Nil	 	Nil	 	Nil
	Joseph Flinn	 	 	115,000	 	 	5.00	 	 	Aug. 14, 2023	 	Nil	 	Nil	 	Nil	 	Nil
	Dennis Mills	 	 	115,000	 	 	5.00	 	 	Mar. 5, 2023	 	Nil	 	Nil	 	Nil	 	Nil
	Gerri Sinclair(1)	 	 	115,000	 	 	5.00	 	 	Mar. 5, 2023	 	Nil	 	Nil	 	Nil	 	Nil



 


	(1)	Gerri
Sinclair resigned from the Hut 8 Board on April 3, 2020 and subsequently forfeited her outstanding stock options.



 


Incentive
Plan Awards – Value Vested or Earned During Fiscal 2019









 


	Name	 	Option-based awards – 
Value vested during Fiscal 

2019 

($)	 	 	Share-based awards –
                                                                                                                                  Value
 vested during Fiscal 2019

 ($) 
	 	Non-equity incentive plan  
compensation – Value earned 
during Fiscal 2019

 ($)
	Bill Tai	 	Nil	 	 	Nil	 	Nil
	Jeremy Sewell	 	Nil	 	 	Nil	 	Nil
	Joseph Flinn	 	 	96,218	 	 	Nil	 	Nil
	Dennis Mills	 	 	118,728	 	 	Nil	 	Nil
	Gerri Sinclair(1)	 	 	118,728	 	 	Nil	 	Nil
















	(1)	Gerri
Sinclair resigned from the Hut 8 Board on April 3, 2020.







     - 12 -


     

    

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.


 


The
table below sets out the name of each of the current executive officers of Hut 8, 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, 2019.


 




	Name
and

Province of

Residence
	 	Principal Occupations for Last Five Years	 	Number
of Hut 8 Shares

Beneficially Owned,

Controlled or Directed
	 
	Jimmy Vaiopoulos 
 Toronto, Canada
	 	•      Interim CEO of Hut 8 (2020 to present)
 •       CFO of Hut 8 (2018 to 2020)
 •       CFO of TSXV-listed solar solutions provider (2015 to 2018)
 •       KPMG LLP (2010 to 2015)
	 	 	30,108	 
	Kyle Appleby	 	•      Interim CFO of Hut 8 (2020 – Present)	 	 	Nil	 
	Viktoriya Griffin	 	•      Interim Corporate Secretary of Hut 8 (2020 – Present)	 	 	Nil	 
	Andrew Kiguel(1) 
 Toronto, Canada
	 	•      CEO of Hut 8 (2018 to 2020)
 •
      Managing Director of GMP
Securities (2000 to 2018)
	 	 	655,533(1)	 







 







	(1)	Andrew
Kiguel resigned as CEO on April 30, 2020 and at the time of his departure, held 400,000 of his Hut 8 Shares with 1138029 BC Ltd.



 


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. 




     - 13 -


     

    

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, 2019 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 therefore has
limited history.


 


	 	 	March 7, 2018	 	 	December 31, 2018	 	 	December 31, 2019	 
	Hut 8 Shares	 	$	100.00	 	 	$	30.57	 	 	$	22.71	 
	S&P/TSX Composite Index Total
    Return	 	$	100.00	 	 	$	92.57	 	 	$	110.51	 
	Total
                                                                                                NEO Compensation(1) 
	 	 	 	 	 	$	3,148,734	 	 	$	3,137,982	 








 


	(1)	The
Total NEO Compensation consits of the annualized base salary and the annual incentive (bonus) earned during the period covered,
as well as the value of the long-term incentive awards of the NEOs. The value of long-term incentive awards represents the grant
date fair values of option-based awards and of the Hut 8 Shares underlying Hut 8 RSU awars, which value may not be fully realized.



 





 


The
NEOs’ compensation is determined in accordance with the principles set forth above and is not specifically based on the
performance of the Company’s common shares on the TSX, mainly due to the fact that the price of the common 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. 




     - 14 -


     

    

Restricted
Share Unit Awards


 


Restricted
share units 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 adopted the RSU 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 shares of the day prior to the vesting date.


 


Deferred
Share Unit Awards


 


Deferred
share units 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 DSU 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 DSUs are determined from time to time by the Hut 8 Board. The Hut 8 Board will set a performance period for
the Hut 8 DSUs, and once the Hut 8 DSUs are granted, they will vest according to a vesting schedule approved by the Hut 8Board
throughout the performance period. The value of the Hut 8 DSUs is determined on the vesting date(s), and the price per share is
computed on the basis of the closing price of shares of the day prior to the vesting date. 




     - 15 -


     

    

Summary
Compensation Table


 


The
following table sets out information concerning the compensation earned by, paid to, or awarded to the persons determined to be
NEOs during Fiscal 2019 and Fiscal 2018.


 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Non-equity Incentive
 Plan Compensation ($)


	 	 	 	 	 	 	 	 
	Name and

 Principal

 Position	 	Fiscal

 Year	 	 	Salary(1) 

($)	 	 	Share- 

based 

Awards(2) 

($)	 	 	Option- 

based

 Awards(3)  

($)	 	 	Annual 

incentive 

plan(4)	 	 	Long- 
 term 
 incentive
 plans	 	Pension

 value
 ($)	 	All Other 

compensation 

($)(5)	 	 	Total

 compensation

 ($)	 
	Jimmy Vaiopoulos(6) 	 	2019	 	 	 	175,000	 	 	 	200,440	 	 	 	121,766	 	 	 	131,250	 	 	Nil	 	Nil	 	 	Nil	 	 	 	628,456	 
	Interim Chief Executive Officer	 	2018	 	 	 	72,500	 	 	 	5,000	 	 	 	38,401	 	 	 	48,630	 	 	Nil	 	Nil	 	 	Nil	 	 	 	164,531	 
	Kyle Appleby(7)	 	2019	 	 	 	1,500	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil	 	 	Nil	 	 	 	1,500	 
	Interim Chief Financial Officer	 	2018	 	 	 	31,000	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil	 	 	Nil	 	 	 	31,000	 
	Viktoriya Griffin(8)	 	2019	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil	 	 	Nil	 	 	 	Nil	 
	Interim Corporate Secretary	 	2018	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil	 	 	Nil	 	 	 	Nil	 
	Andrew Kiguel(9)	 	2019	 	 	 	500,000	 	 	 	1,805,556	 	 	 	Nil	 	 	 	93,750	 	 	Nil	 	Nil	 	 	128,720	 	 	 	2,508,026	 
	Chief Executive Officer	 	2018	 	 	 	356,410	 	 	 	2,291,668	 	 	 	Nil	 	 	 	206,250	 	 	Nil	 	Nil	 	 	98,875	 	 	 	2,953,203	 




 










	(1)	Amounts
                                         reflect the base salary received for each NEO.






	(2)	Amounts
                                         reflect the fair value of shares issued, Hut 8 DSUs, and/or Hut 8 RSUs recognized in
                                         the year.





	(3)	Amounts
                                         reflect the option-based awards recognized in the covered year. The fair value was determined
                                         in accordance with IFRS 2, “Share-based payments” using the Black-Scholes
                                         stock option pricing model.






		•	Jimmy
Vaiopoulos’ option-based award was granted on September 28, 2018, consisting of 90,000 stock options which expire in five
years. The grant price equaled $3.00 and the fair value assigned to these stock options under the Black-Scholes model was $2.44
per option, an expected life of 5 years, a volatility rate of 121.4%, an average risk-free rate of 2.30%, and a dividend rate
of 0%.





		•	Jimmy
Vaiopoulos’ option-based award was granted on December 14, 2019, consisting of 100,000 stock options which expire in five
years. The grant price equaled $1.14 and the fair value assigned to these stock options under the Black-Scholes model was $1.04
per option, an expected life of 5 years, a volatility rate of 147%, an average risk-free rate of 1.68%, and a dividend rate of
0%.





	(4)	Annual
                                         performance related bonus.





	(5)	A
                                         portion of Andrew Kiguel’s compensation package is one bitcoin per month which
                                         occurred in each month of fiscal 2019 and 2018.





	(6)	Jimmy
                                         Vaiopoulos started with Hut 8 in July 2018. Mr. Vaiopoulos was appointed the Interim
                                         CEO on May 1, 2020 and is expected to return as the CFO of Hut 8 on December 1, 2020.





	(7)	Kyle
                                         Appleby was appointed Corporate Secretary for Hut 8 on October 2, 2019. Kyle Appleby
                                         resigned as Corporate Secretary and was appointed the Interim CFO on May 1, 2020. Mr.
                                         Appleby will no longer hold a role at Hut 8 beginning on December 1, 2020.





	(8)	Viktoriya
                                         Griffin was appointed the Interim Corporate Secretary on May 1, 2020 and will continue
                                         as the permanent Corporate Secretary for Hut 8 starting December 1, 2020.





	(9)	Andrew
                                         Kiguel started with Hut 8 in April 2018. Mr. Kiguel stepped down as the CEO of Hut 8
                                         on April 30, 2020. As part of his severance package, Mr. Kiguel received $500,000, which,
                                         along with the Hut 8 RSUs vested in April 1, 2020 of 505,051 Shares, was paid to his
                                         numbered company.







     - 16 -


     

    


Incentive
Plan Awards


 


The
following table sets forth information with respect to the Hut 8 Options and Share based awards held by the NEOs which were outstanding
as of December 31, 2019.


 




	 	 	Option-Based Awards	 	 	Share-Based Awards
	Name and 
Principal Position	 	Number of 
 Securities
 Underlying
 Unexercised
 Options 
 (#)	 	 	Option 
 Exercise 
 Price 
 ($)	 	 	Option 
 Expiration 
 Date	 	Value of 
 Unexercised
 In-the-
 Money 
 Options 
 ($)	 	Number of 
 Shares or 
 Units of 
 Shares 
 That Have 
 Not Vested 
 (#)	 	Market or 
 Payout 
 Value of 
 Share- 
 Based 
 Awards 
 That Have 
 Not Vested(1) 
 ($)	 	 	Market or 
 Payout Value of 
 Vested Share- 
 Based Awards 
 Not Paid Out or 
 Distributed 
 ($)
	Jimmy Vaiopoulos	 	 	90,000	 	 	$	3.00		 	28-Sep-2023 	 	Nil 	 	 	 	 	 	 	 	 
	Interim Chief Executive Officer	 	 	100,000	 	 	$	1.14	 	 	14-Dec-2024	 	Nil	 	175,000	 	 	187,250	 	 	Nil
	Kyle
                                         Appleby
 Interim
Chief Financial Officer
	 	 	Nil	 	 	 	n/a	 	 	n/a	 	Nil	 	Nil	 	 	Nil	 	 	Nil
	Viktoriya Griffin 
Interim Corporate
    Secretary	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil	 	Nil	 	 	Nil	 	 	Nil
	Andrew
                                         Kiguel
 Chief Executive Officer
	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil	 	Nil	 	 	Nil	 	 	Nil 








	(1)	Based on Hut 8’s share price on December 31, 2019
of $1.07.





 


Executive
Employment Agreements


 


On
June 6, 2018 and superseded on December 2, 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. The employment agreement with Mr. Vaiopoulos’
provides for the termination of Mr. Vaiopoulos’ employment for reasons of cause, early termination, and without cause or
for good reason. In the event that Mr. Vaiopoulos’ employment is terminated without cause or for good reason, Mr. Vaiopoulos
is entitled to payment of Mr. Vaiopoulos’ base salary for a period of twelve months following the date of termination, and
the continuation of all of Mr. Vaiopoulos’ benefits and perquisites only for the minimum statutory notice period. 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 Mr. Vaiopoulos’ employment without cause or
Mr. Vaiopoulos terminates his employment for either (a) the relocation of Mr. Vaiopoulos’ principal workplace to a location
that is more than one-hundred kilometers from his then current principal workplace, (b) a reduction of 10% or more in Mr. Vaiopoulos’
base salary, or (c) a material diminution in Mr. Vaiopoulos’ job duties, responsibilities or authority, then Mr. Vaiopoulos
is entitled to the aforementioned entitlements. 




     - 17 -


     

    

On
November 2, 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, 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. Ms. Leverton is also entitled to payment of Ms. Leverton’s
base salary for a period of twelve months following the date of termination, and the continuation of all of Ms. Leverton’s
benefits and perquisites only for the minimum statutory notice period. 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 one-hundred kilometers from her then
current principal workplace, (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.


 


EQUITY
COMPENSATION PLANS


 


Securities
Authorized for Issuance Under Equity Compensation Plans


 


Set
forth below is a summary of securities issued and issuable under all equity compensation plans of the Company as at December 31,
2019.


 









	Plan Category	 	Number of Securities 
 to be Issued Upon 
 Exercise of 
 Outstanding Options	 	 	Weighted-Average 
 Exercise Price of 
 Outstanding 
 Options	 	 	Number of 
 Securities to be 
 Issued Upon Vesting 
 of Hut 8 RSUs	 	 	Number of Securities 
 Remaining Available for 
 Future Issuance Under 
 Equity Compensation 
 Plans	 
	Equity compensation plans approved by securityholders	 	 	910,000	 	 	$	4.34	 	 	 	1,213,434	 	 	 	6,920,367	 
	Equity compensation plans not approved by securityholders	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	Total	 	 	910,000	 	 	$	4.34	 	 	 	1,213,434	 	 	 	6,920,367	 







 







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 910,000 Hut 8 Shares, of which 900,000 have been granted to officers and directors of the Company. Also,
as of the Record Date, the Company had outstanding 1,213,434 Hut 8 RSUs, 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 and Hut 8 RSUs 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
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 (and in the case of Hut 8 RSUs and Hut 8 DSUs, one Hut 8 Share, the cash equivalent of 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.




     - 18 -


     

    

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). The aggregate number of Hut 8 Shares (i) issued to consultants under the
Omnibus Plan within any one-year period and (ii) issuable to persons retained to provide investor relations activities under the
Omnibus Plan within any one-year period, shall in each case not exceed 2% 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 (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 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 RSUs will vest as to 1/3 each on the first, second and third
anniversary date of their grant. 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.






     - 19 -


     

    

The
following table describes the impact of certain events upon the rights of holders of Awards under the Omnibus Plan, including
termination for cause, termination other than for cause and death, subject to the terms of a participant’s employment agreement:


 





	Event
    Provisions	 	Provisions
	Termination for
    cause	 	Immediate forfeiture
    of all vested and unvested Awards.
	 	 	 
	Resignation		Forfeiture of
    all unvested Awards and the earlier of the original expiry date and 90 days after resignation to exercise vested Awards or
    such longer period as the Hut 8 Board may determine in its sole discretion.
	 	 	 
	Termination other
    than for cause	 	Subject to the
    terms of the grant or as determined by the Hut 8 Board, upon a participant’s termination without cause the number of
    Awards that may vest is subject to pro-ration over the applicable performance or vesting period.
	 	 	 
	Retirement	 	Upon the retirement
    of a participant’s employment with the Company, any unvested Awards held by the participant as at the termination date
    will continue to vest in accordance with its vesting schedule, and all vested Awards held by the participant at the termination
    date may be exercised until the earlier of the expiry date of the Awards or three years following the termination date, provided
    that if the participant breaches any post-employment restrictive covenants in favour of the Company (including non-competition
    or non-solicitation covenants), then any Awards held by such participant, whether vested or unvested, will immediately expire
    and the participant shall pay to the Company any “in-the-money” amounts realized upon exercise of Awards following
    the termination date.
	 	 	 
	Death 	 	All unvested
    Awards will vest and may be exercised within 180 days after death.







 


In
connection with a change of control of the Company, the Hut 8 Board will take such steps as are reasonably necessary or desirable
to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially
equivalent (or greater) value in the continuing entity, provided that the Hut 8 Board may accelerate the vesting of Awards if:
(i) the required steps to cause the conversion or exchange or replacement of Awards are impossible or impracticable to take or
are not being taken by the parties required to take such steps (other than the Company); or (ii) the Company has entered into
an agreement which, if completed, would result in a change of control and the counterparty or counterparties to such agreement
require that all outstanding Awards be exercised immediately before the effective time of such transaction or terminated on or
after the effective time of such transaction. 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.




     - 20 -


     

    

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:


 


		•	amendments
of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision,
error or omission in the Omnibus Plan;






		•	changes
that alter, extend or accelerate the terms of vesting or settlement applicable to any Awards; and 



		•	a change to the eligible participants
under the Omnibus Plan,


 


provided
that the alteration, amendment or variance does not:


 


		•	increase
the maximum number of Hut 8 Shares issuable under the Omnibus Plan, other than an adjustment pursuant to a change in capitalization;





		•	reduce
the exercise price of the Awards; or





		•	amend
the amendment provisions of the Omnibus Plan.



 


CORPORATE
GOVERNANCE


 


Statement
of Corporate Governance Practices


 


The
Guidelines address 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 the Guidelines.


 


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.


 


Upon
completion of the Business Combination on March 2, 2018, the Hut 8 Board was comprised of seven members, of which three were considered
to be an “independent director” within the meaning of NI 58-101. Effective August 8, 2018, Mr. Joseph Flinn joined
the Hut 8 Board, replacing Jeffrey Mason who resigned.


 


Mr.
Kiguel was not considered to be “independent” as a result of his position as an officer of the Company prior to his
resignation, and Ms. Leverton is not considered to be “independent” as a result of her position as an officer of the
Company. Mr. Sewell and Mr. Tai are not considered to be “independent” as a result of their roles with Bitfury. The
individuals nominated as director who would be “independent” directors, are Joseph Flinn, Sanjiv Samant, and Christopher
Eldredge.


 


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.


 


The
independent directors generally meet virtually on a monthly basis but do 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
chair of the board, Bill Tai, is not an independent director. Gerri Sinclair, former board member was the lead independent director,
for which a replacement has not yet been filled since her resignation. The Hut 8 Board intends for the independent directors to
elect a new lead independent director once the Hut 8 Board is reconstituted after the Meeting.




     - 21 -


     

    

Directorships


 


As
at the Record Date, the Company does not have any directors who serve on any other additional public boards.


 


The
Hut 8 Board has not developed written position descriptions for the chair and the chair of each board committee. The role and
responsibilities of each such position are determined based on each of the subject individual’s own experience and on discussion
with the other members of the board or committee, as applicable. The Hut 8 Board determines its own roles, responsibilities and
mandate in the same manner.


 


Orientation
and Continuing Education


 


While
the Company currently has no formal orientation and education program for new directors, the Hut 8 Board provides new directors
with sufficient information (such as recent annual reports, prospectus, proxy solicitation materials and various other operating,
property and budget reports) to ensure that new directors are familiar with the Company’s business and the procedures of
the Hut 8 Board. In addition, new directors are encouraged to visit and meet with management on a regular basis. The Company also
encourages continuing education of its directors and officers where appropriate to ensure that they have the necessary skills
and knowledge to meet their respective obligations to the Company.


 


Ethical
Business Conduct


 


The
Hut 8 Board monitors the ethical conduct of the Company and ensures that it complies with applicable legal and regulatory requirements,
such as those of relevant securities commissions and stock exchanges. The Hut 8 Board has found that the fiduciary duties placed
on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions
placed by applicable corporate legislation on the individual director’s participation in decisions of the Hut 8 Board in
which the director has an interest, have been sufficient to ensure that the Hut 8 Board operates independently of management and
in the best interests of the Company. The Hut 8 Board has not adopted a written code for the directors.


 


Nomination
of Directors


 


The
Compensation and Governance Committee performs the functions of a nominating committee and is therefore responsible for appointing
and assessing directors. The Hut 8 Board believes that this has been a practical approach to date. While there are no specific
criteria for Hut 8 Board membership, the Company places a priority on prior experience as a senior executive and/or director of
reporting issuer and a particular knowledge of areas germane to the Company’s activities and market sector. As such, nominations
are considered from the recruitment efforts of Company management and supported if necessary by external recruitment professionals
as well as by the efforts of the directors themselves.


 


Compensation


 


The
Compensation and Governance Committee functions as the compensation committee of the Company for the purpose of annually reviewing
the adequacy and form of compensation of directors and officers to ensure that such compensation reflects the responsibilities,
time commitment and risks involved in being an effective director and/or officer. The committee was composed of Gerri Sinclair,
Joseph Flinn and Dennis Mills, until Ms. Sinclair’s resignation at such time as the committee has remained constituted only
by Mr. Flinn and Mr. Mills. The Hut 8 Board intends to constitute the Compensation and Governance Committee with the following
independent directors: Christopher Eldredge (chair) and Joseph Flinn. Jeremy Sewell, a non-independent director, is also expected
to join this committee. The Compensation and Governance Committee determines the compensation for Hut 8’s directors and
officers through their own experience working in and with C-Suite executives, review of market data analysis for executive compensation
comparable to that of Hut 8, and the specific experience 




     - 22 -


     

    

Hut
8 Board Committees


 


The
Hut 8 Board currently has two standing committees: the Audit Committee and the Compensation and Governance Committee.


 


Assessments


 


The
Hut 8 Board assesses, on an annual basis, the contributions of the Hut 8 Board as a whole and each of the individual directors,
in order to determine whether each is functioning effectively. The Hut 8 Board satisfies itself that the board, its committees,
and its individual directors are performing effectively through ongoing informal assessments made and discussed at meetings of
the board.


 


Director
Term Limits and Other Mechanisms of Board Renewal


 


Hut
8 has not adopted term limits for the directors on its board. The Hut 8 Board may consider implementing term limits and other
mechanisms of board renewal if and when it determines it would improve Hut 8’s corporate governance.


 


Policies
Regarding the Representation of Women on the Board


 


Hut
8 has not adopted a written policy relating to the identification and nomination of women directors. The Hut 8 Board may consider
implementing such policies if and when it determines it would improve Hut 8’s corporate governance to do so.


 


Consideration
of the Representation of Women in the Director Identification and Selection Process


 


The
Hut 8 Board does not consider the level of representation of women on the board in identifying and nominating candidates for election
or re-election to the board. The Hut 8 Board is solely focused on industry leaders with applicable experience to Hut 8.


 


Consideration
Given to the Representation of Women in Executive Officer Appointments


 


The
Hut 8 Board does not consider the level of representation of women in executive officer positions when making executive officer
appointments as the executive team of the Company is composed only of two members, its CEO and CFO.


 


Issuer’s
Targets Regarding the Representation of Women on the Board and in Executive Officer Positions


 


Hut
8 has not adopted a target for women’s representation on the Hut 8 Board or in its executive office, as it has not created
a formal policy in this regard at this time.


 


Number
of Women on the Hut 8 Board and in Executive Officer Positions


 


At
the date of this Circular, Hut 8 does not have any women in executive office or on the Hut 8 Board. On December 1, 2020, Jaime
Leverton will commence in her role as Chief Executive Officer, making up 50% of the executive office of Hut 8, and, if elected
as director of Hut 8 at the Meeting, will be one (1) of six (6) directors who is a woman, being 16.7% of the directors. 




     - 23 -


     

    

INDEBTEDNESS
OF EXECUTIVE OFFICERS AND DIRECTORS


 


No
individual who is, or at any time during the most recently completed financial year of the Company was, a director, executive
officer, employee or former director, executive officer or employee of the Company, a Hut 8 Nominee, or any of their associates,
is indebted to the Company or any subsidiary of the Company as of the Record Date or was so indebted at any time during the last
completed fiscal year of the Company, nor have any such individuals been or are they currently indebted to another entity where
such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement
provided by the Company or any subsidiary of the Company.


 


AUDIT
COMMITTEE


 


NI
52-110 requires the Company to annually disclose in its management information circular certain information concerning the constitution
of its audit committee and its relationship with its independent auditor, as set forth below.


 


Audit
Committee Charter


 


The
Company’s audit committee is governed by an audit committee charter, the text of which is attached as Schedule “A”
to this Information Circular.


 


Composition
of the Audit Committee


 


At
December 31, 2019, the Company’s Audit Committee was comprised of three individuals: Joseph Flinn, Dennis Mills, and Gerri
Sinclair. All three members are considered to be “independent” within the meaning of NI 52-110. After Gerri Sinclair
stepped down from Hut 8’s Board, Jeremy Sewell was appointed to the audit committee and as a non-independent board member,
Hut 8 relied on the exemption in NI 52-110, Section 3.3. Each member of the Audit Committee is considered to be “financially
literate” which includes the ability to read and understand a set of financial statements that present a breadth and level
of complexity of accounting issues of the Company. After the Meeting, the Hut 8 Board intends to constitute the Audit Committee
with each of the three (3) independent director nominees (Joseph Flinn (chair), Sanjiv Samant, and Christopher Eldredge).


 


	Member	Relevant
    Experience
	Current
                                         Audit

                                                                                Committee
	 
	Joseph
    Flinn	-     
                                         CFO  of  Seaboard  Transportation  Group,  a  major  international  bulk
                                         transportation group of companies.

                                                                                 

                                                                                -       Two
                                         years as President of Clarke Freight Transportation Group, a major national freight carrier

                                                                                 

                                                                                -      12
                                         years of senior leadership at Sysco Corporation, including CFO of Sysco Canada, and President
                                         of Sysco Canada’s Eastern Division

	Chris
    Eldredge(1)	-       Former
                                         President and CEO of Dupont Fabros Technology

                                                                                 

                                                                                -
                                               Director of Seaborn

	Sanjiv
    Samant(1)	-       Founder
                                         & Managing Partner, Round13 Capital

                                                                                 

                                                                                -       Group
                                         Head - Technology, Media, Telecom, Sustainability & Healthcare Banking

                                                                                 

                                                                                -       Managing
                                         Director, Head of Technology, Media & Telecom Investment Banking, Canada






     - 24 -


     

    

	Member	Relevant
    Experience
	Current Audit

                                                                                Committee
	 
	Gerri
    Sinclair(2)	-      25   years experience in mobile and digital media technologies, entrepreneurial business, and government policy

                                                                                 

                                                                                -      Founder and CEO of NCompass Labs, acquired by Microsoft in 2001

                                                                                 

                                                                                -      Country Manager for Canada for MSN 

	Jeremy
    Sewell(3)	-       Former CFO of Bitfury Group

                                                                                                                          

                                                                                                                         -       Former CFO of eCurrency, a Sillicon Valley fintech company

                                                                                 

                                                                                -       Led multiple teams as COO and CFO of mobile group GSMA, helping build it from start-up to a global organization across 20 countries

	Dennis
    Mills(4)	-       Founder and President of Toronto Partners Inc. since 2013

                                                                                 

                                                                                -       Vice Chairman and CEO of MI Developments Inc. from 2004 to 2011

                                                                                 

                                                                                -       Member of Parliament in Canada from 1988 to 2004

                                                                                 

                                                                                -       Vice President at Magna International from 1984 to 1987









	(1)	Chris
                                         Eldredge and Sanjiv Samant are proposed to join the audit committee immediately after
                                         election to the Hut 8 Board on December 30, 2020.





	(2)	Gerri
                                         Sinclair resigned from the Hut 8 Board on April 3, 2020.





	(3)	Jeremy
                                         Sewell joined the audit committee on April 4, 2020, and will be removed as of the date
                                         of the Meeting.





	(4)	Dennis
                                         Mill does not seek re-election, and will be removed as of the date of the Meeting.



 


Audit
Fees


 


The
following chart summarizes the aggregate fees that were billed by the external auditors of the Company for professional services
rendered to the Company for audit and non-audit related services for Fiscal 2019 and Fiscal 2018. As at the Record Date, the Fiscal
2019 and Fiscal 2018 audits were completed and the fees are as follows.


 


	Type of Work	 	Fiscal 2019	 	 	Fiscal 2018	 
	Audit Fees(1)	 	$	150,000	 	 	$	150,000	 
	Audit-Related Fees(2)	 	 	28,500	 	 	 	26,380	 
	Tax Advisory Fees(3)	 	 	13,200	 	 	 	58,842	 
	All Other Fees(4)	 	 	-	 	 	 	-	 
	Total	 	$	191,700	 	 	$	235,222	 






 


	(1)	Aggregate
                                         fees estimated to be billed for the Company’s annual financial statements and services
                                         normally provided by the auditor in connection with the Company’s statutory and
                                         regulatory filings.





	(2)	Aggregate
                                         fees estimated to be billed for assurance and related services that are reasonably related
                                         to the performance of the audit or review of the Company’s financial statements
                                         and are not reported as “Audit Fees”, including: assistance with aspects
                                         of tax accounting, attest services not required by state or regulation and consultation
                                         regarding financial accounting and reporting standards.





	(3)	Aggregate
                                         estimated to be fees billed for tax compliance, advice, planning and assistance with
                                         tax for specific transactions.





	(4)	Aggregate
                                         estimated to be fees billed for products and services provided by the Company’s
                                         external auditor, other than the services reported in Audit Fees, Audit-Related Fees
                                         and Tax Fees.






     - 25 -


     

    

OTHER
BUSINESS


 


Management
of the Company is not aware of any other business to come before the Meeting other than as set forth in the Notice of Annual Meeting.
If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote
the Hut 8 Shares represented thereby in accordance with their best judgment on such matter.


 


ADDITIONAL
INFORMATION


 


Additional
information relating to the Company is available on SEDAR at www.sedar.com. Financial information is contained in the Company’s
audited financial statements and management’s discussion and analysis for the year ended December 31, 2018. In addition,
a Hut 8 Shareholder may obtain copies of the Company’s financial statements and management’s discussion and analysis
by contacting the Company by mail at 130 King Street West, Suite 1800, Toronto, ON, M5X 1E3 or by telephone at 647-256-1992.






     - 26 -


     

    

APPROVAL


 


The
Hut 8 Board has approved the contents of this Information Circular and the sending thereof to our shareholders, directors and
auditor.


 


DATED
as at the 26th day of November 2020.


 


	 	ON BEHALF OF THE BOARD
    OF DIRECTORS
	 	 
	 	“Bill Tai”
	 	Bill Tai
	 	Director
	 	 
	 	Toronto, Ontario




      27 


     

    

SCHEDULE
A


 


AUDIT
COMMITTEE CHARTER


 


	Section
1	Mandate



 


The
mandate of the Audit Committee (the “Committee”) of the board of directors (the “Board”)
of the Company is to:


 


		(a)	assist
                                         the Board in fulfilling its oversight responsibilities in respect of:






		(i)	the
                                         quality and integrity of the Company’s financial statements, financial reporting
                                         processes and systems of internal controls and disclosure controls regarding risk management,
                                         finance, accounting, and legal and regulatory compliance;





		(ii)	the
                                         independence and qualifications of the Company’s external auditors;





		(iii)	the
                                         review of the periodic audits performed by the Company’s external auditors and
                                         the Company’s internal accounting department; and





		(iv)	the
                                         development and implementation of policies and processes in respect of corporate governance
                                         matters;





		(b)	provide
                                         and establish open channels of communication between the Company’s management,
                                         internal accounting department, external auditor and directors;





		(c)	prepare
                                         all filings and disclosure documents required to be prepared by the Committee and/or
                                         the Board pursuant to all applicable federal, provincial and state securities legislation
                                         and the rules and regulations of all securities commissions having jurisdiction over
                                         the Company;





		(d)	review
                                         and confirm the adequacy of procedures for the review of all public disclosure of financial
                                         information extracted or derived from the Company’s financial statements, and to
                                         periodically assess the adequacy of those procedures; and





		(e)	establish
                                         procedures for:





		(i)	the
                                         receipt, retention and treatment of complaints or concerns received by the Company regarding
                                         accounting, internal accounting controls or auditing matters, including, but not limited
                                         to, concerns about questionable accounting or auditing practices; and





		(ii)	the
                                         confidential, anonymous submission by employees of the Company of such complaints or
                                         concerns.



 


The
Committee will primarily fulfil its mandate by performing the duties set out in Article 7 hereof.


 


The
Board and management of the Company will ensure that the Committee has adequate funding to fulfil its mandate.


 


While
the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct
audits, or to determine that the Company’s financial statements are complete and accurate or are in accordance with generally
accepted accounting principles, accounting standards or applicable laws and regulations. This is the responsibility of Company’s
management, internal accounting department and external auditors. Because the primary function of the Committee is oversight,
the Committee will be entitled to rely on the expertise, skills and knowledge of the Company’s management, internal accounting
department, external auditors and other external advisors and the integrity and accuracy of information provided to the Committee
by such persons in carrying out its oversight responsibilities. Nothing in this Charter is intended to change or in any way limit
the responsibilities and duties of Company’s management, internal accounting department or external auditors.


 


	Section
2	Composition



 


The
Committee will be comprised of members of the Board, the number of which will be determined from time to time by resolution of
the Board. The composition of the Committee will be determined by the Board such that the membership and independence requirements
set out in the rules and regulations, in effect from time to time, of any securities commissions (including, but not limited to,
the Securities and Exchange Commission and the British Columbia Securities Commission) and any exchanges upon which the Company’s
securities are listed (including, but not limited to, the Toronto Stock Exchange and the NYSE American) are satisfied (the said
securities commissions and exchanges are hereinafter collectively referred to as the “Regulators”). 


 


A-1 




     


     

    

	Section
3	Term
of Office



 


The
members of the Committee will be appointed or re-appointed by the Board on an annual basis. Each member of the Committee will
continue to be a member thereof until such member’s successor is appointed, or until such member resigns or is removed by
the Board. The Board may remove or replace any member of the Committee at any time. However, a member of the Committee will automatically
cease to be a member of the Committee upon either ceasing to be a director of the Board or ceasing to meet the requirements established,
from time to time, by any Regulators. Vacancies on the Committee will be filled by the Board.


 


	Section
4	Committee
Chair



 


The
Board, or if it fails to do so, the members of the Committee, will appoint a chair from the members of the Committee. If the chair
of the Committee is not present at any meeting of the Committee, an acting chair for the meeting will be chosen by majority vote
of the Committee from among the members present. In the case of a deadlock in respect of any matter or vote, the chair will refer
the matter to the Board for resolution. The Committee may appoint a secretary who need not be a member of the Board or Committee.


 


	Section
5	Meetings



 


The
time and place of meetings of the Committee and the procedures at such meetings will be determined, from time to time, by the
members thereof, provided that:


 


		(a)	a
                                         quorum for meetings will be two members, present in person or by telephone or other telecommunication
                                         device that permits all persons participating in the meeting to speak to and hear each
                                         other. The Committee will act on the affirmative vote of a majority of members present
                                         at a meeting at which a quorum is present. The Committee may also act by unanimous written
                                         consent in lieu of meeting;






		(b)	the
                                         Committee may meet as often as it deems necessary, but will not meet less than once annually;





		(c)	notice
                                         of the time and place of every meeting will be given in writing and delivered in pursuing
                                         or by facsimile or other means of electronic transmission to each member of the Committee
                                         at least 72 hours prior to the time of such meeting; and





		(d)	the
                                         Committee will maintain written minutes of its meetings, which minutes will be filed
                                         with the minutes of the meetings of the Board. The Committee will make regular reports
                                         of its meetings to the Board, directly or through its chair, accompanied by any recommendations
                                         to the Board approved by the Committee.



 


	Section
6	Authority



 


The
Committee will have the authority to:


 


		(a)	retain
                                         (at the Company’s expense) its own legal counsel, accountants and other consultants
                                         that the Committee believes, in its sole discretion, are needed to carry out its duties
                                         and responsibilities;



 


		(b)	conduct
                                         investigations that it believes, in its sole discretion, are necessary to carry out its
                                         responsibilities;



 


		(c)	take
                                         whatever actions it deems appropriate, in its sole discretion, to foster an internal
                                         culture within the Company that results in the development and maintenance of a superior
                                         level of financial reporting standards, sound business risk practices and ethical behaviour;
                                         and



 


		(d)	request
                                         that any director, officer or employee of the Company, or other persons whose advice
                                         and counsel are sought by the Committee (including, but not limited to, the Company’s
                                         legal counsel and the external auditors) meet with the Committee and any of its advisors
                                         and respond to their inquiries.



 


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	Section
7	Specific
Duties


 





In
fulfilling its mandate, the Committee will, among other things:


 


		(a)	(i)
                                         select the external auditors, based upon criteria developed by the Committee; (ii) approve
                                         all audit and non-audit services in advance of the provision of such services and the
                                         fees and other compensation to be paid to the external auditors; (iii) oversee the services
                                         provided by the external auditors for the purpose of preparing or issuing an audit report
                                         or related work; and (iv) review the performance of the external auditors, including,
                                         but not limited to, the partner of the external auditors in charge of the audit, and,
                                         in its discretion, approve any proposed discharge of the external auditors when circumstances
                                         warrant, and appoint any new external auditors. Notwithstanding any other provision of
                                         this Charter, the external auditor will be ultimately accountable to the Board and the
                                         Committee, as representatives of the shareholders of the Company, and those representatives
                                         will have the ultimate authority and responsibility to select, evaluate and, where appropriate,
                                         replace the external auditor (or to nominate the external auditor to be proposed for
                                         shareholder approval);



 


		(b)	periodically
                                         review and discuss with the external auditors all significant relationships that the
                                         external auditors have with the Company to determine the independence of the external
                                         auditors. Without limiting the generality of the foregoing, the Committee will ensure
                                         that it receives, on an annual basis, a formal written statement from the external auditors
                                         that sets out all relationships between the external auditor and the Company, and receives
                                         an opinion on the financial statements consistent with all professional standards that
                                         are applicable to the external auditors (including, but not limited to, those established
                                         by any securities legislation and regulations, the Canadian Institute of Chartered Professional
                                         Accountants – Chartered Accountants, Canadian generally accepted auditing standards
                                         and the standards of the Public Company Accounting Oversight Board (United States) and
                                         the American Institute of Certified Public Accountants, and those set out in the International
                                         Financial Reporting Standards as issued by the International Accounting Standards Board);



 


		(c)	evaluate,
                                         in consultation with the Company’s management, internal accounting department and
                                         external auditors, the effectiveness of the Company’s processes for assessing significant
                                         risks or exposures and the steps taken by management to monitor, control and minimize
                                         such risks; and obtain, annually, a letter from the external auditors as to the adequacy
                                         of such controls;



 


		(d)	consider,
                                         in consultation with the Company’s external auditors and internal accounting department,
                                         the audit scope and plan of the external auditors and the internal accounting department;



 


		(e)	coordinate
                                         with the Company’s external auditors the conduct of any audits to ensure completeness
                                         of coverage and the effective use of audit resources;



 


		(f)	assist
                                         in the resolution of disagreements between the Company’s management and the external
                                         auditors regarding the preparation of financial statements; and in consultation with
                                         the external auditors, review any significant disagreement between management and the
                                         external auditors in connection with the preparation of the financial statements, including
                                         management’s responses thereto;



 


		(g)	after
                                         the completion of the annual audit, review separately with each of the Company’s
                                         management, external auditors and internal accounting department the following:



 


		(i)	the
                                         Company’s annual financial statements and related footnotes;



 


		(ii)	the
                                         external auditors’ audit of the financial statements and their report thereon;



 


		(iii)	any
                                         significant changes required in the external auditors’ audit plan;



 


		(iv)	any
                                         significant difficulties encountered during the course of the audit, including, but not
                                         limited to, any restrictions on the scope of work or access to required information;



 


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		(v)	the
                                         Company’s guidelines and policies governing the process of risk assessment and
                                         risk management; and



 


	(h)	other
                                         matters related to the conduct of the audit that must be communicated to the Committee
                                         in accordance with the standards of any regulatory body (including, but not limited to,
                                         securities legislation and regulations, the Canadian Institute of Chartered Professional
                                         Accountants - Chartered Accountants, International Financial Reporting Standards as issued
                                         by the International Accounting Standards Board, Canadian generally accepted auditing
                                         standards, the Public Company Accounting Oversight Board (United States), and the American
                                         Institute of Certified Public Accountants);



 


	(i)	consider
                                         and review with the Company’s external auditors (without the involvement of the
                                         Company’s management and internal accounting department):



 


		(i)	the
                                         adequacy of the Company’s internal controls and disclosure controls, including,
                                         but not limited to, the adequacy of computerized information systems and security;



 


		(ii)	the
                                         truthfulness and accuracy of the Company’s financial statements; and



 


		(iii)	any
                                         related significant findings and recommendations of the external auditors and internal
                                         accounting department, together with management’s responses thereto;



 


	(j)	consider
                                         and review with the Company’s management and internal accounting department:



 


		(i)	significant
                                         findings during the year and management’s responses thereto;



 


		(ii)	any
                                         changes required in the planned scope of their audit plan;



 


		(iii)	the
                                         internal accounting department’s budget and staffing; and



 


		(iv)	the
                                         internal auditor department’s compliance with the appropriate internal auditing
                                         standards;



 


	(k)	establish
                                         systems for the regular reporting to the Committee by each of the Company’s management,
                                         external auditors and internal accounting department of any significant judgments made
                                         by management in the preparation of the financial statements and the opinions of each
                                         as to appropriateness of such judgments;



 


	(l)	review
                                         (for compliance with the information set out in the Company’s financial statements
                                         and in consultation with the Company’s management, external auditors and internal
                                         accounting department, as applicable) all filings made with Regulators and government
                                         agencies, and other published documents that contain the Company’s financial statements
                                         before such filings are made or documents published (including, but not limited
                                         to: (i) any certification, report, opinion or review rendered by the external auditors;
                                         (ii) any press release announcing earnings (especially those that use the terms “pro
                                         forma”, “adjusted information” and “not prepared in compliance
                                         with generally accepted accounting principles”); and (iii) all financial information
                                         and earnings guidance intended to be provided to analysts, the public or to rating agencies);



 


	(m)	prepare
                                         and include in the Company’s annual proxy statement or other filings made with
                                         Regulators any report from the Committee or other disclosures required by all applicable
                                         federal, provincial and state securities legislation and the rules and regulations of
                                         Regulators having jurisdiction over the Company;



 


	(n)	review
                                         with the Company’s management: (i) the adequacy of the Company’s insurance
                                         and fidelity bond coverage, reported contingent liabilities and management’s assessment
                                         of contingency planning; (ii) management’s plans in respect of any changes in accounting
                                         practices or policies and the financial impact of such changes; (iii) any major areas
                                         in that, in management’s opinion, have or may have a significant effect upon the
                                         financial statements of the Company; and (iv) any litigation or
claim (including, but not limited to, tax assessments) that could have a material effect upon the financial position or operating
results of the Company;



 


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		(o)	at
                                         least annually, review with the Company’s legal counsel and accountants all legal,
                                         tax or regulatory matters that may have a material impact on the Company’s financial
                                         statements, operations and compliance with applicable laws and regulations;



 


		(p)	review
                                         and update periodically a Code of Ethics and Business Conduct for the directors, officers
                                         and employees of the Company; and review management’s monitoring of compliance
                                         with the Code of Ethics and Business Conduct;



 


		(q)	review
                                         and update periodically the procedures for the receipt, retention and treatment of complaints
                                         and concerns by employees received by the Company regarding accounting, internal accounting
                                         controls or auditing matters, including, but not limited to, concerns regarding questionable
                                         accounting or auditing practices;



 


		(r)	consider
                                         possible conflicts of interest between the Company’s directors and officers and
                                         the Company; and approve for such parties, in advance, all related party transactions;



 


		(s)	review
                                         policies and procedures in respect of the expense accounts of the Company’s directors
                                         and officers, including, but not limited to, the use of corporate assets;



 


		(a)	Monitor
                                         and periodically review the Whistleblower Policy of the Company and associated procedures
                                         for:



 


		(i)	the
                                         receipt, retention and treatment of complaints received by the Company regarding accounting,
                                         internal accounting controls or auditing matters;



 


		(ii)	the
                                         confidential, anonymous submission by directors, officers and employees of the Company
                                         of concerns regarding questionable accounting or auditing matters; and



 


		(iii)	if
                                         applicable, any violations of applicable law, rules or regulations that relate to corporate
                                         reporting and disclosure, or violations of the Company’s Code of Conduct;



 


		(t)	review
                                         and approve the Company’s hiring policies regarding employees and partners, and
                                         former employees and partners, of the present and former external auditors of the Company;



 


		(u)	direct
                                         and supervise the investigation into any matter brought to its attention within the scope
                                         of the Committee’s duties. Perform such other duties as may be assigned to it by
                                         the Board from time to time or as may be required by applicable law; and



 


		(v)	perform
                                         such other functions, consistent with this Charter, the Company’s constating documents
                                         and governing laws, as the Committee deems necessary or appropriate.



 


Section
8 Review of Charter


 


The
Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for
consideration.


 


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