HIVE Digital Technologies Announces \$75 Million Private Offering of Exchangeable Senior Notes and Seeks TSX Listing

Key Points from the Announcement

• Private Offering of Exchangeable Senior Notes: HIVE Digital Technologies Ltd. has announced that its wholly-owned subsidiary, HIVE Bermuda 2026 Ltd., plans to offer up to US\$75 million in aggregate principal amount of 0% exchangeable senior notes due 2031 in a private placement to qualified institutional buyers.
• Option for Additional Notes: The initial purchasers of the notes have an option, exercisable within 13 days of issuance, to acquire up to an additional US\$15 million in aggregate principal amount of notes.
• Terms of the Notes:
  • The notes are exchangeable under certain conditions into cash, common shares of HIVE, or a combination, at the issuer’s discretion.
  • The notes will not bear regular interest and the principal amount will not accrete.
  • They will be general unsecured obligations of the issuer, fully and unconditionally guaranteed on a senior unsecured basis by HIVE.
• Use of Proceeds:
  • Net proceeds will be used to subscribe for shares of one or more of HIVE’s subsidiaries for general corporate purposes, including capital investment (notably the purchase of graphics processing units) and data center development.
  • A portion of proceeds may be used to reimburse HIVE for costs associated with capped call transactions.
• Capped Call Transactions: HIVE intends to enter privately negotiated, cash-settled capped call transactions to reduce potential economic dilution of common shares upon note exchanges and offset cash payments in excess of principal, subject to a cap.
• Market Activity Impact: To establish initial hedges for the capped call, counterparties may buy HIVE shares or enter derivative transactions, which could affect the share price. They may also modify their hedges during the life of the notes, potentially impacting the market price of both the shares and the notes.
• Conditional TSX Listing Approval: HIVE has received conditional approval to list its common shares on the Toronto Stock Exchange (TSX). The shares are expected to cease trading on the TSX Venture Exchange (TSXV) and commence trading on the TSX on or around April 30, 2026, subject to certain conditions being fulfilled by June 30, 2026.
• Securities Registration: The notes, guarantees, and any common shares issuable upon exchange will not be registered under the U.S. Securities Act or other applicable jurisdictions and may only be offered or sold under certain exemptions.
• Forward-Looking Statements: The announcement contains forward-looking information, including expectations regarding the offering, use of proceeds, capped call transactions, TSX listing, and business objectives. Risks include the possibility that the offering may not be completed, market conditions, regulatory compliance, key personnel reliance, potential dilution, and market volatility.

Details Investors and Shareholders Need to Know

• Potential Share Price Impact: The offering of exchangeable notes and the associated capped call transactions could lead to significant market activity in HIVE’s shares, both at the time of pricing and during the life of the notes. The buying and selling of shares to hedge the capped calls could cause volatility in the stock price.
• Dilution Risk: Should the notes be exchanged for common shares, this could result in dilution for existing shareholders, although the capped call transactions are intended to reduce this effect.
• Major Capital Raise: The \$75 million (plus up to \$15 million more) raise is substantial relative to the company’s previous capital activities and will be used for high-impact investments like GPUs and data centers, potentially accelerating HIVE’s growth and competitiveness in both Bitcoin mining and AI computing infrastructure.
• TSX Listing as a Milestone: Moving from the TSXV to the TSX is notable, as it could increase HIVE’s visibility, liquidity, and attract a broader investor base, which may positively influence the share price.
• Regulatory and Execution Risks: The offering is subject to market conditions and regulatory approvals. There is no guarantee the offering or TSX listing will be completed as planned, and failure to do so could negatively impact investor sentiment.

About HIVE Digital Technologies Ltd.

Founded in 2017, HIVE Digital Technologies Ltd. is a pioneer in digital asset mining powered by green energy. The company operates next-generation Tier-I and Tier-III data centers in Canada, Sweden, and Paraguay, serving both Bitcoin mining and high-performance computing clients. HIVE’s infrastructure leverages both hashrate services and GPU-accelerated AI computing, aiming to deliver scalable, environmentally responsible solutions for the digital economy.

For further information, contact Nathan Fast (Director of Marketing and Branding), Frank Holmes (Executive Chairman), or Aydin Kilic (President & CEO) at (604) 664-1078.

Forward-Looking Information Disclaimer

This article contains forward-looking statements regarding HIVE Digital Technologies Ltd., including but not limited to, the intended private placement, use of proceeds, capped call transactions, and TSX listing. Actual results may differ materially due to market, regulatory, economic, or company-specific risks, including the potential that the offering may not be completed, or the TSX listing may not occur. Investors should not place undue reliance on forward-looking statements, which are not guarantees of future performance. HIVE disclaims any obligation to update such statements except as required by law.

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