Exhibit
4.10


 


FORM
51-102F3


 


MATERIAL
CHANGE REPORT


 


		Item
                                         1	Name
                                         and Address of the Company



 


Hut
8 Mining Corp. (the “Company”) 


130
King Street West, Suite 1800 


Toronto,
Ontario 


M5X
2A2


 


		Item
                                         2	Date
                                         of Material Change



 


January
11, 2021


 


		Item
                                         3	News
                                         Release



 


A
news release with respect to the material change referred to in this Material Change Report was disseminated by the Company through
newswires on January 11, 2021 and was subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR).


 


		Item
                                         4	Summary
                                         of Material Change



 


On
January 11, 2021, the Company announced that it had entered into a securities purchase agreement for a private placement of its
common shares (“Common Shares”) and warrants to purchase common shares (“Warrants”) to institutional
investors for gross proceeds of CAD$77,500,000 (the “Private Placement”).


 


Pursuant
to the Private Placement, the Company will issue 15,500,000 Common Shares and Warrants to purchase up to 7,750,000 Common Shares
at a purchase price of CAD$5.00 per Common Share and associated Warrant. Each Warrant will entitle the holder to purchase one
Common Share at an exercise price of CAD$6.25 per Common Share at any time prior to the second anniversary of the issuance date.


 


		Item
                                         5	Full
                                         Description of Material Change



 


On
January 11, 2021, the Company announced that it had entered into a securities purchase agreement for the Private Placement of
Common Shares and Warrants to purchase Common Shares to institutional investors for gross proceeds of CAD$77,500,000.


 


Pursuant
to the Private Placement, the Company will issue 15,500,000 Common Shares and Warrants to purchase up to 7,750,000 Common Shares
at a purchase price of CAD$5.00 per Common Share and associated Warrant. Each Warrant will entitle the holder to purchase one
Common Share at an exercise price of CAD$6.25 per Common Share at any time prior to the second anniversary of the issuance date.


 


The
net proceeds of the Private Placement will be used by the Company for working capital and general corporate purposes, including,
without limitation, infrastructure expansion, equipment purchases and repayment of debt.




    


     


    


The
Company has applied to list the Common Shares issued in the Private Placement and the Common Shares underlying the Warrants on
the Toronto Stock Exchange (“TSX”). The Private Placement is expected to close on or about January 13, 2021,
subject to satisfaction of customary closing conditions, including receipt of conditional approval by the TSX for the Private
Placement.


 


H.C.
Wainwright & Co. is acting as the exclusive placement agent for the Private Placement in the United States.


 


		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



 


The
following senior officer of the Company is knowledgeable about the material change and this material change report, and may be
contacted as follows:


 


Jaime
Leverton, Chief Executive Officer 


Telephone:
(647) 521-7433 


Email:
info@hut8mining.com


 


		Item
                                         9	Date
                                         of Report



 


January
13, 2021.




    


     


    

Forward-looking
Statements


 


This
material change report includes “forward-looking information” and “forward-looking statements” within the
meaning of Canadian securities laws and United States securities laws, respectively (collectively, “forward-looking information”).
All information, other than statements of historical facts, included in this material change report that address activities, events
or developments that the Company expects or anticipates will or may occur in the future, including such things as future business
strategy, competitive strengths, goals, expansion and growth of the Company’s businesses, operations, plans and other such matters
is forward-looking information. Forward-looking information is often identified by the words “may”, “would”,
 “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”,
 “estimate”, “expect” or similar expressions and includes, among others, information regarding: the Company’s
intention to complete the Private Placement and the expected use of proceeds of the Private Placement. Forward-looking information
is not based on historical facts but instead is based on reasonable assumptions and estimates of management of the Company at
the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking information. Such factors include, among others, market and other conditions, risks relating
to investing in the Private Placement; discretion in the use of proceeds; the ability to raise additional funds; there being no
current market for the Warrants; investing in the Company’s securities being speculative; volatility of the market price for the
Common Shares generally; risk of dilution; changes in the price of bitcoin and other cryptocurrency risks; market instability
due to the COVID-19 pandemic; the Company’s reliance on a limited number of key employees; and fluctuations in energy prices as
well as the risk factors described in the Company’s annual information form dated April 3, 2020 and other filings with the
Canadian securities regulators available under the Company’s profile on SEDAR at www .sedar.com.