Hive Digital prices $115-million (U.S.) note offering

Mr. Frank Holmes reports HIVE ANNOUNCES UPSIZING AND PRICING OF PRIVATE OFFERING OF US$115 MILLION OF 0% EXCHANGEABLE SENIOR NOTES DUE 2031 Hive Digital Technologies Ltd. has priced $115-million (U.S.) aggregate principal amount of 0 per cent exchangeable senior notes due 2031 in a private offering by Hive Bermuda 2026 Ltd., its wholly owned subsidiary (the issuer), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The aggregate principal amount of the notes to be issued in the offering was increased to $115-million (U.S.) from the previously announced $100-million (U.S.). The issuer also granted the initial purchasers of the notes an option, exercisable within a period of 13 days from, and including, the date the notes are first issued, to purchase up to an additional $15-million (U.S.) aggregate principal amount of notes. The sale of the notes is expected to close on June 30, 2026, subject to customary closing conditions. The notes will be general unsecured obligations of the issuer. The issuer's obligations under the notes will be fully and unconditionally guaranteed on a senior unsecured basis by Hive. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on July 1, 2031, unless earlier exchanged, redeemed or repurchased. Prior to April 1, 2031, the notes will be exchangeable only upon satisfaction of certain conditions and during certain periods and, thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The issuer will settle exchanges by paying or delivering, as the case may be, cash, common shares of Hive or a combination of cash and common shares, at the issuer's election. The initial exchange rate will be 206.9429 common shares per $1,000 (U.S.) principal amount of notes (equivalent to an initial exchange price of approximately $4.83 (U.S.) per common share, which represents a premium of approximately 27.5 per cent above the closing sale price per common share on the Nasdaq Capital Market on June 25, 2026), subject to adjustment in some events. The issuer may only redeem the notes prior to July 5, 2029, at its option, in whole but not in part, upon the occurrence of certain tax-related events. The issuer also may redeem the notes at its option on or after July 5, 2029, in whole or in part if the last reported sale price of the common shares has been at least 130 per cent of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption price equal to 100 per cent of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Holders of the notes may require the issuer to repurchase for cash all or any portion of their notes on July 1, 2030, at a cash repurchase price equal to the principal amount of the notes to be repurchased. If Hive undergoes a fundamental change, subject to certain conditions and limited exceptions, holders of the notes may require the issuer to repurchase for cash all or any portion of their notes at a repurchase price equal to 100 per cent of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the notes or upon the issuer's issuance of a notice of redemption, the issuer will, in certain circumstances, increase the exchange rate for holders of the notes who elect to exchange their notes in connection with such a corporate event or exchange their notes called (or deemed called) for redemption during the related redemption period, as the case may be. The issuer estimates that the net proceeds from the offering will be approximately $110-million (U.S.) (or approximately $124.5-million (U.S.) if the initial purchasers exercise the option in full), after deducting the initial purchasers' estimated discounts and commissions and estimated offering expenses payable by the issuer. The issuer intends to use the net proceeds from the offering to finance one or more of Hive's direct or indirect subsidiaries, or to make a capital contribution to any such subsidiary or subsidiaries, which in turn will use such proceeds for general corporate purposes, capital investment (including, but not limited to, the purchase of graphics processing units) and data centre development. Hive intends to finance capped call transactions (as described below) using cash on hand, and the issuer may use a portion of the net proceeds to reimburse Hive for the cost of the capped call transactions. If the initial purchasers exercise the option, the issuer intends to use the net proceeds from the sale of the additional notes to finance one or more of Hive's direct or indirect subsidiaries, which in turn will use such proceeds for general corporate purposes, capital investment (as described above) and data centre development, and the issuer may use a portion of the net proceeds to reimburse Hive for the cost of entering into additional capped call transactions, as described below. In connection with the offering, the company entered into privately negotiated cash-settled capped call transactions with certain financial institutions (collectively, the option counterparties). The cap price of the capped call transactions is initially $8.5275 (U.S.) per common share, which represents a premium of 125.0 per cent to the last reported sale price of $3.79 (U.S.) per common share on the Nasdaq Stock Market on June 25, 2026. The capped call transactions will be subject to anti-dilution adjustments substantially similar to those applicable to the notes. The capped call transactions are expected generally to reduce potential economic dilution of the common shares upon exchange of any notes and/or offset any cash payments the issuer could be required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise the option, the company expects to enter into additional capped call transactions with the option counterparties. In connection with establishing their initial hedges of the capped call transactions, the company expects the option counterparties or their respective affiliates to purchase common shares and/or enter into various derivative transactions with respect to the common shares concurrently with or shortly after the pricing of the notes, and such option counterparties or their respective affiliates may unwind these various derivative transactions and/or sell common shares in open-market transactions. This activity could increase (or reduce the size of any decrease in) the market price of the common shares or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common shares and/or purchasing or selling common shares or other securities of the company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to an exchange of the notes). This activity could also cause or avoid an increase or decrease in the market price of the common shares or the notes, which could affect holders of the notes' ability to exchange the notes and, to the extent the activity occurs during any observation period related to an exchange of the notes, it could affect the amount and value of the consideration that holders of the notes will receive upon exchange of such notes. The company is relying on the exemption under Section 602.1 of the Toronto Stock Exchange's company manual available to eligible interlisted issuers (as defined in the TSX manual) in respect of the offering. About Hive Digital Technologies Ltd. Founded in 2017, Hive Digital Technologies was among the first publicly listed companies to prioritize mining digital assets powered by green energy. Today, Hive builds and operates next-generation Tier 1 and Tier 3 data centres across Canada, Sweden and Paraguay, serving both bitcoin and high-performance computing clients. Hive's dual-engine infrastructure, driven by hash rate services and GPU-accelerated (graphics processing unit) AI (artificial intelligence) computing, delivers scalable, environmentally responsible solutions for the digital economy. We seek Safe Harbor.