Equity | 15. 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, December 31, 2020 97,245,223 $ 178,231 Shares issued for services (i) 380,000 398 Shares issued for RSUs and DSUs (ii) 359,813 1,039 Shares issued for exercise of options 170,639 1,207 Shares issued for equity raises, net of issuance cost ($ 4,003 58,682,500 314,756 Shares issued on exercise of warrant liability 4,089,999 109,287 Shares issued for exercise of warrants 8,661,887 31,679 Balance, December 31, 2021 169,590,061 $ 636,597 Shares issued for equity raises, net of issuance cost ($ 3,197 49,646,368 124,771 Shares issued for RSUs and DSUs (iii) 1,273,795 6,175 Shares issued under employee stock purchase plan 33,022 84 Shares issued for exercise of options 3,333 11 Shares issued on exercise of warrants 863 3 Balance, December 31, 2022 220,547,442 $ 767,641 (i) Shares issued as payment of invoices to key service providers. (ii) Shares issued upon vesting of RSUs and DSUs, net of employment tax withholdings. (iii) Shares issued upon vesting of RSUs and DSUs. February 2022 At-the-market Equity Program (“February 2022 ATM”) On February 11, 2022, the Company entered into the February 2022 ATM offering agreement to sell the Company’s common shares with maximum proceeds of up to $82.9 million (US$65.0 million). The Company completed the February 2022 ATM on July 18, 2022, and during the year ended December 31, 2022, issued 24,429,460 common shares totaling $82.9 million (US$65.0 million) under the ATM and incurred $2.2 million (US$1.7 million) in issuance cost. August 2022 At-the-market Equity Program (“August 2022 ATM”) On August 17, 2022, the Company entered into the August 2022 ATM equity distribution agreement to sell the Company’s commons shares with maximum proceeds of up to $270.9 million (US$200.0 million). During the year ended December 31, 2022, the Company issued 25,216,908 common shares totaling $45.1 million (US$33.6 million) under the August 2022 ATM and incurred $1.0 million (US$0.8 million) in issuance cost. Subsequent to the year ended December 31, 2022, the Company did not complete any issuances under the August 2022 ATM. 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 $ 13.36 US$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 $ 5,337 $ 7,336 $ 12,422 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, December, 2020 7,837,639 $ 2.56 Issued (i) 1,144,200 6.69 Expired (ii) (147,418 ) 1.80 Exercised (iii) (8,661,887 ) 3.05 Balance, December 31, 2021 172,534 $ 6.14 Issued – – Expired (iv) (17,204 ) 1.45 Exercised (v) (863 ) 1.45 Balance, December 31, 2022 154,467 $ 6.69 (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 2,222,222 929,010 144,094 (iv) The warrants expired comprise of 17,204 warrants with an exercise price of $1.45. (v) The warrants exercised comprise of 863 warrants with an exercise price of $1.45. The warrants issued and outstanding as at December 31, 2022, are as follows: Strike price Number Weighted average remaining contractual life (month) Expiry date Public offering warrants $ 13.36 9,477 45 9/17/2026 Bought deal warrants $ 6.25 19,440 6 6/15/2023 Private placement warrants $ 6.25 125,550 1 1/13/2023 154,467 4.33 The warrants issued and outstanding as at December 31, 2021, are as follows: Strike price Number Weighted average remaining contractual life (month) Expiry date Public offering warrants $ 13.36 9,477 57 9/17/2026 Bought deal warrants $ 6.25 19,440 18 6/15/2023 Private placement warrants $ 6.25 125,550 13 1/13/2023 Broker warrants $ 1.45 18,067 6 6/25/2022 172,534 15.25 (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, May 14, 2021, January 15, 2022, and August 22, 2022. 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, 2021 761,667 $ 4.38 Granted 60,000 6.57 Exercised (i) (170,639 ) 4.23 Forfeiture (104,361 ) 1.96 Balance, December 31, 2021 546,667 5.13 Granted – – Exercised (ii) (3,333 ) 1.80 Forfeiture (63,334 ) 6.32 Options outstanding, December 31, 2022 480,000 $ 5.00 Options exercisable, December 31, 2022 480,000 $ 5.00 (i) The options exercised comprise of 107,306 options with an exercise price of $5.00 and weighted average underlying common share price of $9.81 at the times of exercise, 3,333 options with an exercise price of $1.80 and underlying common share price of $8.65 at the time of exercise, and 60,000 options with an exercise price of $3.00 and underlying common share price of $4.64 at the time of exercise. (ii) The options exercised comprise of 3,333 options with an exercise price of $1.80 and underlying common share price of $7.23 at the time of exercise. During the year ended December 31, 2022, the fair value of the share price ranged between $1.10 and $10.32. As at December 31, 2022, 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) 5.00 480,000 480,000 $ 5.00 18 480,000 480,000 $ 5.00 18 During the year ended December 31, 2021, the fair value of the share price ranged between $3.89 and $19.80. As at 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 During the year ended December 31, 2022, the Company recorded a total of $0.1 million (December 31, 2021 – $0.1 million) as share based compensation expense related to stock options. The Company also recorded a reversal of share based compensation totaling $ due to forfeiture of 63,334 (December 31, 2021 – 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 years ended December 31, 2022 and December 31, 2021: expected life of 10 years, risk-free rate of , volatility of , dividend yield of 0% and exercise price of $5.00. 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 was commensurate to the expected life of the option. For the year ended December 31, 2022, the weighted average of the exercise price inputs is $5.00 and the weighted average of the common share price inputs is $3.69. For the year ended December 31, 2021, the weighted average of the exercise price inputs is $5.13 and the weighted average of the common share price inputs is $4.09. RSUs and DSUs The RSUs and DSUs activity is as follows: RSUs DSUs Balance, January 1, 2021 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 Granted 7,598,777 81,192 Issued (1,197,499 ) (76,296 ) Forfeited (752,000 ) - Balance, December 31, 2022 8,601,778 256,315 During the twelve months ended December 31, 2022, the Company recorded a total $6.5 million (December 31, 2021 – $9.0 million) as share based compensation expense related to RSUs and $0.6 million (December 31, 2021 – $0.7 million) as share based compensation expense related to DSUs. |