Exhibit
4.7





FORM
51-102F3


 


MATERIAL
CHANGE REPORT


 


Item
1 Name and Address of Company


 


Hut
8 Mining Corp. (the “Company”)


 


130
King St. W, Suite 1800


 


Toronto,
ON


 


M5X
1E3


 


Item
2 Date of Material Change


 


The
material change occurred on February 21, 2020.


 


Item
3 News Release


 


A
press release in connection with the material change was issued on September 7, 2018 through Canadian newswires and filed on www.sedar.com under the Issuer’s profile and is attached hereto as Schedule “A”.


 


Item
4 Summary of Material Change


 


The
Company announced successful re-negotiations with Bitfury Holding BV (“Bitfury”), resulting in amendments to several
key agreements and repayment of existing debt.


 


Item
5 Full Description of Material Change


 


		5.1	Full
                                         Description of Material Change



 


The
Company successfully finalized the amendments to several key agreements with Bitfury, including the Master Data Center Purchase
Agreement, the Master Services Agreement, the Pool Service Agreement, the Purchase Order No.6, and the Equipment Sale and Transfer
Agreement. Part of these agreements will see the Company repaying the existing credit facility with Bitfury, plus any accrued
interest, the sum of US$ 5.75 million, by refinancing it with a US$5 million loan with Genesis Global Capital, LLC (“Genesis”)
and with Hut 8’s cash on hand. The agreement will also allow for increased operating autonomy for the Company and reductions
in Hut 8’s annual operating and interest costs of up to approximately $2 million.


 


This
is considered a related party transaction, as Bitfury is a controlling shareholder of the Company.


 


		5.2	Disclosure
                                         for Restructuring Transactions



 


Not
applicable






     


     

    

Item
6 Reliance on subsection 7.1(2) of National Instrument 51-102


 


Not
applicable


 


Item
7 Omitted Information


 


Not
applicable


 


Item
8 Executive Officer


 


For
further information with respect to this report, please contact Jimmy Vaiopoulos, CFO of the Company, at (647) 256 1992.


 


Item
9 Date of Report


 


February
21, 2020.


 


Additional
Disclosure under s.5.2 of MI – 61-101


 


The
purpose of this transaction was to allow the Company to operate more independently and without the restrictions of only using
Bitfury’s equipment. By having the autonomy to explore other suppliers, the Company is able to choose the best mining equipment
in the market in terms of cost and efficiency. The amendments also see a reduction of operating and interest costs of up to $2
million annually for Hut 8, cementing the Company’s strategy as a low-cost and efficient bitcoin mining company.


 


This
is a related party transaction as described above, accordingly, Hut 8 is filing this material change report in accordance with
the requirements of s. 5.2 of MI 61-101. Hut 8 is exempt from obtaining minority approval and formal valuations for this transaction
because the fair market value of the transaction does not exceed 25% of Hut 8’s market capitalization. The fair market value
for the transaction has been assessed by Hut 8’s board of directors acting in good faith, meaning no formal valuation was
completed. Finally, to address 5.5(a) (iii) of MI 61-101, the transaction is not part of a broader connected transaction, but
rather standalone transactions. A full board meeting and vote took place, in which two directors (Bill Tai and Jeremy Sewell)
abstained from voting.






     


     

    

Schedule
 “A”


 


Hut
8 Announces Successful Re-negotiations to Key Agreements with Bitfury and Refinance of Debt


 


TORONTO,
ON, February 21, 2020 – Hut 8 Mining Corp. (“Hut 8” or “the Company”) (TSX: HUT) (OTCQX: HUTMF),
one of the world’s largest publicly listed bitcoin mining companies by operating capacity and market capitalization, announces
that further to the press release on January 28, 2020, the amendments to key agreements with Bitfury Holding BV (“Bitfury”)
have now been successfully finalized.


 


As
part of this transaction, Hut 8 has repaid US$ 4.75 of debt and US$1 million of outstanding interest to Bitfury via a new US$5
million loan from Genesis Global Capital, LLC (“Genesis”) and Hut 8’s cash on hand. The terms of the new loan
with Genesis includes a 9.85% coupon per annum and a 12 month term with a bullet repayment. This refinancing will decrease Hut
8’s interest costs by 2.15% per annum which equal savings of approximately $136,000 annually.


 


The
amendments to key agreements allow for increased autonomy for Hut 8 and a reduction of costs up to $2 million annually, while
still maintaining Bitfury as a key strategic partner and shareholder.


 


ABOUT
HUT 8 MINING CORP.


 


Hut
8 is a bitcoin mining company with industrial scale operations in Canada. In total, Hut 8 owns and operates two sites in Alberta,
Canada utilizing 94 BlockBox AC data centers with current operating capacity of 107 MW and 952 PH/s.


 


Hut
8 creates value for investors through low production costs and appreciation of its bitcoin inventory. The company provides investors
with direct exposure to bitcoin, without the technical complexity or constraints of purchasing the underlying cryptocurrency.
Investors avoid the need to create online wallets, wire money offshore, and safely store their bitcoin.


 


The
Company’s common shares are listed under the symbol “HUT” on the TSX and as “HUTMF” on the OTCQX
Exchange.


 


Key
investment highlights and FAQ’s: https://www.hut8mining.com/investors.


 


Keep
up-to-date on Hut 8 events and developments and join our online communities at Facebook, Twitter, Instagram and LinkedIn.


 


Hut
8 Corporate Contact:


 


Andrew
Kiguel 


Chief
Executive Officer 


Tel:
(647) 256-1992 


Email:
info@hut8mining.com


 


Jimmy
Vaiopoulos 





Chief
Financial Officer 


Tel:
(647) 256-1992 


Email:
info@hut8mining.com



     


     

    


FORWARD-LOOKING
STATEMENTS


 


Certain
information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking
information can be identified by the use of forward-looking terminology, such as “plans”, “targets”, “expects”
or “does not expect”, “is expected”, “estimates”, “intends”, “assumes”,
 “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases,
or state that certain actions, events or results “may”, “could”, “would”, “might”,
 “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements
that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not historical facts, but instead represent management’s expectations,
estimates and projections regarding future events.


 


Forward-looking
information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Hut 8
as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that
may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or
implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk
Factors” section of the Filing Statement dated March 1, 2018 relating to the Qualifying Transaction of Oriana Resources
Corporation and Hut 8, which is available at www.sedar.com. These factors are not intended to represent a complete list of the
factors that could affect Hut 8; however, these factors should be considered carefully. There can be no assurance that such estimates
and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date
of this press release, and Hut 8 expressly disclaims any obligation to update or alter statements containing any forward-looking
information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise,
except as required by law.


 


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