Equity | 12. Equity (a) Share Capital The Company has authorized share capital of an unlimited number of common shares. The changes in share capital are as follows: Number of shares Amount Balance, January 1, 2020 90,438,009 $ 170,622,599 Shares issued for RSUs (i) 543,359 1,804,260 Shares issued for exercise of options 33,333 69,176 Shares issued for equity raises, net of issuance cost (ii) 5,750,456 4,731,093 Shares issued for exercise of warrants 480,066 1,004,162 Balance, December 31, 2020 97,245,223 $ 178,231,290 Shares issued for services (iii) 380,000 398,317 Shares issued for RSUs and DSUs (iv) 359,813 1,038,554 Shares issued for exercise of options 170,639 1,206,682 Shares issued for equity raises, net of issuance cost ($ 4,003,448 58,682,500 314,756,418 Shares issued on exercise of warrant liability 4,089,999 109,287,493 Shares issued for exercise of warrants 8,661,887 31,678,716 Balance, December 31, 2021 169,590,061 $ 636,597,470 (i) During the year ended December 31, 2020, the Company issued 543,359 shares related to exercise of restricted share units (”RSU”) and reallocated $1,804,260, the relative fair value of RSU’s net of employment withholdings, from contributed surplus to share capital. (ii) On June 25, 2020, the Company completed a public offering (the “Offering”), and, with the underwriters exercising their over-allotment option, issued 5,750,456 units (“Unit”) for gross proceeds of $8,338,161. Each unit comprises of one common share (each a “Common Share”) and one Common Share purchase warrant of the Company (each a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional common share of the Company at an exercise price of $1.80 per share at any time for a period of 18 months. The Warrants were valued at $2,635,544 under the relative fair value approach using the Black-Scholes Option Pricing model based on the following assumptions: expected life of 1.5 years, risk-free rate of 0.30%, volatility of 128% and dividend yield of 0%. The Company paid commissions and fees totaling $843,541 and issued 345,027 broker warrants with an exercise price of $1.45 per share and a fair value of $127,986. The broker warrants are determined using the Black-Scholes Option Pricing model based on the following assumptions: expected life of 2 years, interest rate of 0.30%, volatility of 118% and dividend yield of 0%. (iii) Shares issued as payment of invoices to key service providers. (iv) Shares issued upon vesting of RSUs and DSUs, net of employment tax withholdings. For the year ended December 31, 2021, the Company has completed the following issuance of equity securities: Private Placement Public Bought Deal Public Offering Closing date January 13, 2021 June 15, 2021 September 17, 2021 Gross proceeds $ 77.5 million $ 115.0 million $ 220.2 million US$172.5 million Common shares issued 15,500,000 23,000,000 20,182,500 Fair value of the shares issued $ 6.34 $ 4.93 $ 10.27 US$8.55 Broker warrants issued 930,000 144,000 70,200 Fair value of broker warrants issued $ 4.22 $ 3.12 $ 8.30 US$6.51 Broker warrants strike price $ 6.25 $ 6.25 $ 10.69 Broker warrants term 24 months 24 months 60 months Warrant valuation assumptions Valuation model Black-Scholes Black-Scholes Black-Scholes Expected life 2 years 2 years 5 years Risk-free rate 0.16 % 0.16 % 1.13 % Volatility 136 % 136 % 120 % Dividend yield 0 % 0 % 0 % Commissions and fees incurred $ 5,336,748 $ 7,335,588 $ 12,422,226 Commissions and fees unpaid – as at December 31, 2021 $ nil $ nil $ nil (b) Warrants The changes in warrants are as follows: Number of warrants Weighted average exercise price Balance, January 1, 2020 2,882,222 $ 4.61 Issued 6,095,483 1.78 Exercised (480,066 ) 1.67 Expired (660,000 ) 5.00 Balance, December 31, 2020 7,837,639 $ 2.56 Issued (i) 1,144,200 6.69 Expired (ii) (147,418 ) 1.80 Exercised (iii) (8,662,887 ) 3.05 Balance, December 31, 2021 171,554 $ 6.14 (i) The warrants issued comprise of 1,144,200 broker warrants related to the three equity issuances completed during the year ended December 31, 2021. (ii) The warrants expired comprised of 147,418 warrants with an exercise price of $1.80. (iii) The warrants exercised comprise of 5,305,838 2,222,222 930,000 144,094 The warrants issued and outstanding as of December 31, 2021 are as follows: Strike price Number Weighted average remaining contractual life (month) Expiry date Public offering warrants $ 13.36 9,477 23.00 9/17/2023 Bought deal warrants $ 6.25 19,440 18.00 6/15/2023 Private placement warrants $ 6.25 124,570 13.00 1/13/2023 Broker warrants $ 1.45 18,067 6.00 6/25/2022 171,554 13.38 The warrants issued and outstanding as of December 31, 2020 are as follows: Strike price Number Weighted average remaining contractual life (month) Expiry date $4.50 2,222,222 33.00 9/10/2023 $1.80 5,453,526 12.00 12/25/2021 $1.45 162,161 18.00 6/25/2022 $2.56 7,837,639 18.00 (c) Incentive plan On February 15, 2018, the Company adopted a Long-Term Incentive Plan (“LTIP”) under which it is authorized to grant stock options, RSUs and DSUs (“Awards”) to officers, directors, employees, and consultants enabling them to acquire common shares of the Company. The LTIP was further amended April 8, 2019, and May 14, 2021. The maximum number of common shares reserved for issuance of Awards that may be granted under the plan is 10% of the issued and outstanding common shares of the Company. Stock options Stock option activity is as follows: Number of options Weighted average exercise price Balance, January 1, 2020 910,000 $ 4.34 Forfeiture (115,000 ) 5.00 Exercised (33,333 ) 1.14 Balance, December 31, 2020 761,667 4.38 Granted 60,000 6.57 Forfeiture (104,361 ) 1.96 Exercised (170,639 ) 4.23 Options outstanding, December 31, 2021 546,667 $ 5.13 Options exercisable, December 31, 2021 480,000 $ 5.00 As of December 31, 2021, the Company had the following stock options outstanding: Exercise price – outstanding Number of options outstanding Number of options exercisable Weighted average exercise price Weighted average remaining life (months) $ 1.80 6,667 — $ 1.80 34 5.00 480,000 480,000 5.00 15 6.57 60,000 — 6.57 112 546,667 480,000 $ 5.00 26 The fair value of share price at the time of exercise ranged between $11.09 and $4.64. As of December 31, 2020, the Company had the following stock options outstanding: Exercise price – outstanding Number of options outstanding Number of options exercisable Weighted average exercise price Weighted average remaining life (months) $ 1.14 66,667 — $ 1.14 48 1.80 10,000 3,333 1.80 46 3.00 90,000 60,000 3.00 33 5.00 595,000 476,668 5.00 27 761,667 540,001 $ 5.00 30 During the year ended December 31, 2021, the Company recorded a total of $107,533 (2020 - $354,500) as share based compensation expense related to stock options. The Company also recorded a reversal of share based compensation totaling $120,959 due to forfeiture of options. The stock compensation expense was based on the fair value of each stock option on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the year ended December 31, 2021: expected life of 10 years, risk-free rate of , volatility of , and dividend yield of 0%.Expected volatility is an average of Hut 8’s share price volatility and bitcoin price volatility, which is a measure of the amount by which price has fluctuated during an observed period. The observed period should be the same as the expected life of an option. RSUs and DSUs The RSUs and DSUs activity is as follows: RSUs DSUs Balance, January 1, 2020 1,213,433 - Granted 290,000 170,000 Issued (591,716 ) - Forfeited (505,050 ) - Balance, December 31, 2020 406,667 170,000 Granted 3,215,000 123,919 Issued (610,833 ) (42,500 ) Forfeited (58,334 ) - Balance, December 31, 2021 2,952,500 251,419 During the twelve months ended December 31, 2021, the Company recorded a total $9,027,027 (2020 - $562,867) as share based compensation expense related to RSUs and $740,800 (2020 - $ nil |