HIVE Digital (NASDAQ: HIVE) completes US$115M zero-coupon exchangeable notes deal
Rhea-AI Filing Summary
HIVE Digital Technologies Ltd. completed a private Offering of US$115 million aggregate principal amount of 0% exchangeable senior notes due 2031 through its subsidiary HIVE Bermuda 2026 Ltd. The notes are unsecured, guaranteed by HIVE, and exchangeable into HIVE common shares at the issuer’s election in cash, shares, or both.
The initial exchange rate is 389.5029 common shares per US$1,000 principal amount, implying an exchange price of about US$2.57 per share, a 17.5% premium to the Nasdaq closing price on April 16, 2026. Initially, up to 44,792,833 common shares may be issued upon exchange, subject to anti-dilution adjustments.
HIVE entered into capped call transactions with a US$4.92 cap price (125% premium) to reduce potential economic dilution and/or offset cash payments above principal, paying about US$19.8 million funded from cash on hand. The company received conditional approval to list its common shares on the Toronto Stock Exchange, with trading expected to transition from the TSX Venture Exchange around April 30, 2026.
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Insights
HIVE raises US$115M via zero-coupon exchangeable notes with capped call protection and TSX up-listing plans.
HIVE Digital Technologies issued US$115 million of 0% exchangeable senior notes due 2031, fully guaranteed by the parent. The initial exchange price is about US$2.57 per share, a 17.5% premium to the Nasdaq price, with an initial maximum of 44,792,833 shares issuable on exchange.
The company simultaneously entered into capped call transactions with a US$4.92 cap, a 125% premium to the reference share price. HIVE paid about US$19.8 million for these using cash on hand, which is designed to reduce potential economic dilution or offset cash paid above principal when notes are exchanged.
Net proceeds are estimated at about US$109.5 million before capped call costs, to be funneled into subsidiaries for general corporate purposes, GPU purchases, and data center development. HIVE has conditional TSX listing approval by June 30, 2026, with trading expected to move from TSXV around April 30, 2026, adding another major exchange listing alongside Nasdaq.
8-K Event Classification
Key Figures
Key Terms
exchangeable senior notes financial
capped call transactions financial
fundamental change regulatory
conditional approval regulatory
Eligible Interlisted Issuers regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement
Exchangeable Senior Notes Indenture
On April 21, 2026, HIVE Bermuda 2026 Ltd., a Bermuda exempted company limited by shares (the “Issuer”) that is a wholly-owned subsidiary of HIVE Digital Technologies Ltd. (the “Company”), issued $115 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the “Notes”), which amount includes the exercise in full of the initial purchasers’ (collectively, the “Initial Purchasers”) option to purchase up to an additional $15 million aggregate principal amount of Notes. The Notes are general unsecured obligations of the Issuer. The Issuer’s obligations under the Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company.
The Notes and the guarantee were issued pursuant to an indenture, dated as of April 21, 2026 (the “Indenture”), among the Issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary terms and covenants, including certain events of default after which the Notes may become due and payable immediately.
The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on April 15, 2031 (the "Maturity Date"), unless earlier exchanged, redeemed or repurchased. Prior to January 15, 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 the Company ("Common Shares") or a combination of cash and Common Shares, at the Issuer's election. The initial exchange rate is 389.5029 Common Shares per US$1,000 principal amount of Notes (equivalent to an initial exchange price of approximately US$2.57 per Common Share, which represents a premium of approximately 17.5% above the closing sale price per Common Share on the Nasdaq Capital Market ("Nasdaq") on April 16, 2026), and is subject to adjustment in some events.
Prior to April 20, 2029, the Issuer may only redeem the Notes, in whole but not in part, upon the occurrence of certain tax-related events. On or after April 20, 2029, the Issuer may also redeem the Notes at its option, in whole or in part, if the last reported sale price of the Common Shares has been at least 130% 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% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) 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 April 15, 2029, at a cash repurchase price equal to the principal amount of the Notes to be repurchased. If the Company 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% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest (if any) to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the Maturity Date 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 foregoing description is qualified in its entirety by reference to the text of the Indenture and the form of Note, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Capped Call Transactions
On April 16, 2026, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with certain financial institutions (collectively, the “Option Counterparties”). In addition, on April 17, 2026, in connection with the Initial Purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Notes, and are expected generally to reduce potential economic dilution to the Company’s common stock upon any exchange of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially approximately $4.92, which represents a premium of 125% over the last reported sale price of the Company’s common stock on April 16, 2026. The cost of the Base Capped Call Transactions was approximately $17.2 million, and the cost of the Additional Capped Call Transactions was approximately $2.6 million, for a total cost of approximately $19.8 million. The Company funded the costs of the Capital Call Transactions using cash on hand.
The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder's rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The summary of the Capped Call Transactions is qualified in its entirety by reference to form of Capped Call Confirmation attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 and Item 8.01 of this report is incorporated by reference into this Item 3.02.
To the extent that any Common Shares are issued upon exchange of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof. Initially, a maximum of 44,792,833 Common Shares may be issued upon exchange of the Notes based on the initial maximum exchange rate of 389.5029 Common Shares per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Item 8.01. Other Events.
On April 16, 2026, the Company issued a press release announcing the upsizing and pricing of the Offering and providing information regarding the Company’s application to list its Common Shares on the Toronto Stock Exchange. On April 21, 2026, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, all statements related to the expected use of the net proceeds from the offering and other statements that are not historical facts. These forward-looking statements are based on the Company's current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Do not place undue reliance on these forward-looking statements, which speak only as of the date hereof. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with market risks, trends and conditions. These and other risks and uncertainties relating to the Company and its business can be found under the caption "Risk Factors" and elsewhere in the Company's Securities and Exchange Commission filings and reports (Commission File No. 001-40398), including the Company's Annual Information Form for the year ended March 31, 2025 which was filed as Exhibit 99.1 to the Company's Annual Report on Form 40-F for the year ended March 31, 2025, as well as future filings and reports by the Company. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| 4.1 | Indenture, dated as of April 21, 2026, among HIVE Bermuda 2026 Ltd., HIVE Digital Technologies Ltd. and U.S. Bank Trust Company, National Association |
| 4.2 | Form of 0% Exchangeable Senior Note due 2031 (included in Exhibit 4.1) |
| 10.1 | Form of Capped Call Confirmation |
| 99.1 | Press Release, dated April 16, 2026 |
| 99.2 | Press Release, dated April 21, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HIVE DIGITAL TECHNOLOGIES LTD. |
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| By: | /s/ Darcy Daubaras | |
| Name: | Darcy Daubaras | |
| Title: | Chief Financial Officer | |
Date: April 21, 2026
Exhibit 99.1
HIVE Digital Announces Upsizing and Pricing of Private Offering of US$100 Million of 0% Exchangeable Senior Notes Due 2031
This news release constitutes a "designated news release" for the purposes of the Company's
prospectus supplement dated November 25, 2025 to its short form base shelf prospectus dated
October 31, 2025.
San Antonio, Texas--(Newsfile Corp. - April 16, 2026) - HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (BVC: HIVECO) (the "Company" or "HIVE"), a global leader in sustainable digital infrastructure and AI compute, today announced the pricing of US$100 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes") in a private offering (the "Offering") by HIVE Bermuda 2026 Ltd., its wholly-owned subsidiary (the "Issuer"), to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of the Notes to be issued in the Offering was increased to US$100 million from the previously announced US$75 million. 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 US$15 million aggregate principal amount of Notes (the "Option"). The sale of the Notes is expected to close on April 21, 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 April 15, 2031, unless earlier exchanged, redeemed or repurchased. Prior to January 15, 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 ("Common Shares") or a combination of cash and Common Shares, at the Issuer's election. The initial exchange rate will be 389.5029 Common Shares per US$1,000 principal amount of Notes (equivalent to an initial exchange price of approximately US$2.57 per Common Share, which represents a premium of approximately 17.5% above the closing sale price per Common Share on the Nasdaq Capital Market ("Nasdaq") on April 16, 2026), subject to adjustment in some events.
The Issuer may only redeem the Notes prior to April 20, 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 April 20, 2029 in whole or in part if the last reported sale price of the Common Shares has been at least 130% 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% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (if any) 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 April 15, 2029, 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% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest (if any) 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 US$95 million (or approximately US$109.5 million 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 subscribe for shares of one or more of HIVE's direct or indirect 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 center development. HIVE intends to fund approximately US$17.2 million for 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 expects to use the net proceeds from the sale of the additional Notes: (i) to subscribe for shares of 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 center development and (ii) 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 US$4.92 per Common Share, which represents a premium of approximately 125.0% to the last reported sale price of US$2.185 per Common Share on the Nasdaq on April 16, 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 Company 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 has applied for and received conditional approval from the Toronto Stock Exchange (the "TSX") to list its Common Shares. Listing is subject to the Company fulfilling all of the requirements of the TSX on or before June 30, 2026, including distribution of the Common Shares to a minimum number of public shareholders. It is expected that the Common Shares will cease trading on the TSX Venture Exchange (the "TSXV") and commence trading on the TSX on or around April 30, 2026. As a condition to the approval of the Offering, while the Company remains listed on the TSXV, the Offering is being conducted in accordance with the rules of the TSX. The Company is relying on the exemption under Section 602.1 of the TSX's Company Manual (the "TSX Manual") available to Eligible Interlisted Issuers (as defined in the TSX Manual) in respect of the Offering.
None of the Notes, the guarantee or the Common Shares issuable upon exchange of the Notes, if any, have been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About HIVE Digital Technologies Ltd.
Founded in 2017, HIVE Digital Technologies Ltd. was among the first publicly listed companies to prioritize mining digital assets powered by green energy. Today, HIVE builds and operates next-generation Tier-I and Tier-III data centers across Canada, Sweden, and Paraguay, serving both Bitcoin and high-performance computing clients. HIVE's twin-turbo engine infrastructure-driven by hashrate services and GPU-accelerated AI computing delivers scalable, environmentally responsible solutions for the digital economy.
For more information, visit hivedigitaltech.com, or connect with us on:
X: https://x.com/HIVEDigitalTech
YouTube: https://www.youtube.com/@HIVEDigitalTech
Instagram: https://www.instagram.com/hivedigitaltechnologies/
LinkedIn: https://linkedin.com/company/hiveblockchain
On Behalf of HIVE Digital Technologies Ltd.
"Frank Holmes"
Executive Chairman
For further information, please contact:
Nathan Fast, Director of Marketing and Branding
Frank Holmes, Executive Chairman
Aydin Kilic, President & CEO
Tel: (604) 664-1078
Neither the Toronto Stock Exchange nor the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This release contains "forward-looking information" within the meaning of the applicable Canadian and United States securities legislation and regulations that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes but is not limited to: statements with respect to the closing of the Offering, the potential issuance of additional Notes pursuant to the Option, the use of proceeds from the Offering (including the payment of costs associated with the capped call transactions), business goals and objectives of the Company, and other forward-looking information concerning the intentions, plans and future actions of the Company and the terms of the transaction described herein.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the risk that the Offering may not be completed on the terms described herein or at all, the effect of government regulation and compliance on the Company, reliance on key personnel, global economic and financial market deterioration impeding access to capital or increasing the cost of capital, potential dilution resulting from the exchange of the Notes, and the other risks that are more fully set out in the Company's Annual Report on Form 40-F for the year ended March 31, 2025, the Company's Annual Information Form for the year ended March 31, 2025 and in other Company reports and documents under the Company's filings at www.sec.gov/EDGAR and www.sedarplus.ca.
The forward-looking information in this news release reflects the Company's current expectations, assumptions, and/or beliefs based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance, and accordingly, undue reliance should not be put on such information due to its inherent uncertainty. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of newinformation, future events or otherwise, other than as required by law.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/293055
Exhibit 99.2
HIVE DIGITAL TECHNOLOGIES LTD.
HIVE Digital Announces Closing of Private Offering of $115 Million of
0% Exchangeable Senior Notes due 2031
This news release constitutes a "designated news release" for the purposes of the Company's
prospectus supplement dated November 25, 2025 to its short form base shelf prospectus dated
October 31, 2025.
San Antonio, Texas--(Newsfile Corp. - April 21, 2026) - HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (BVC: HIVECO) (the "Company" or "HIVE"), today announced that HIVE Bermuda 2026 Ltd., its wholly-owned subsidiary (the "Issuer") has closed its private offering (the "Offering") of US$115 million aggregate principal amount of 0% exchangeable senior notes due 2031 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Offering included the exercise in full of the initial purchasers' option to purchase an additional US$15 million aggregate principal amount of Notes (the "Option").
Frank Holmes, Executive Chairman of HIVE stated “We are very pleased with the outcome of this offering. We believe the results are outstanding, as the strong demand for this offering led to an upsized deal while maintaining a 0% coupon and the strong conversion premium of 125% with the capped call.
Aydin Kilic, President & CEO of HIVE added “These exchangeable senior notes bring a new class of institutional investors to HIVE, and we welcome the additional liquidity. We believe zero-interest rate debt signals the confidence investors have in our ability to drive the value of HIVE shares to realize the exchangeable premium of these notes. This minimizes dilution while positioning HIVE with a low cost of capital to realize its 2026 growth targets for AI infrastructure.”The Notes will mature on April 15, 2031, unless earlier repurchased, redeemed or exchanged. Prior to January 15, 2031, the Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, the Notes will be exchangeable at the option of holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Issuer may settle exchanges of the Notes in cash, common shares ("Common Shares") of HIVE or a combination of cash and Common Shares, at its election. The initial exchange rate for the Notes is 389.5029 Common Shares per US$1,000 principal amount of Notes, equivalent to an initial exchange price of approximately US$2.57 per Common Share (approximately 17.5% premium to the last reported sale price of US$2.185 per Common Share on the Nasdaq on April 16, 2026). The Issuer will have the right to redeem the Notes in certain circumstances and will be required to offer to repurchase the Notes upon the occurrence of certain events.
The Issuer estimates that the net proceeds from the Offering will be approximately US$109.5 million in net proceeds to HIVE, after deducting commissions and estimated offering expenses, but before deducting the cost of the capped call transactions. The Issuer intends to use the net proceeds from the Offering to subscribe for shares of one or more of HIVE's direct or indirect 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 center development. HIVE intends to fund approximately US$19.8 million for 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.
In connection with the Offering, the Company entered into privately negotiated cash-settled capped call transactions with certain financial institutions. The cap price of the capped call transactions is initially US$4.92 per Common Share, which represents a premium of 125% to the last reported sale price of US$2.185 per Common Share on the Nasdaq on April 16, 2026, and will be subject to customary anti-dilution adjustments under the terms of the capped call transactions.
The Company has applied for and received conditional approval from the Toronto Stock Exchange (the "TSX") to list its Common Shares. Listing is subject to the Company fulfilling all of the requirements of the TSX on or before June 30, 2026, including distribution of the Common Shares to a minimum number of public shareholders. It is expected that the Common Shares will cease trading on the TSX Venture Exchange (the "TSXV") and commence trading on the TSX on or around April 30, 2026. As a condition to the approval of the Offering, while the Company remains listed on the TSXV, the Offering is being conducted in accordance with the rules of the TSX. The Company is relying on the exemption under Section 602.1 of the TSX's Company Manual (the "TSX Manual") available to Eligible Interlisted Issuers (as defined in the TSX Manual) in respect of the Offering.
None of the Notes, the guarantee or the Common Shares issuable upon exchange of the Notes, if any, have been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About HIVE Digital Technologies Ltd.
Founded in 2017, HIVE Digital Technologies Ltd. was among the first publicly listed companies to prioritize mining digital assets powered by green energy. Today, HIVE builds and operates next-generation Tier-I and Tier-III data centers across Canada, Sweden, and Paraguay, serving both Bitcoin and high-performance computing clients. HIVE's twin-turbo engine infrastructure-driven by hashrate services and GPU-accelerated AI computing-delivers scalable, environmentally responsible solutions for the digital economy.
On behalf of HIVE Digital Technologies Ltd.
"Frank Holmes"
Executive Chairman
For further information, please contact:
Nathan Fast, Director of Marketing and Branding
Frank Holmes, Executive Chairman
Aydin Kilic, President & CEO
Tel: (604) 664-1078
Neither the Toronto Stock Exchange, the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This release contains "forward-looking information" within the meaning of the applicable Canadian and United States securities legislation and regulations that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes but is not limited to: statements with respect to the use of proceeds from the Offering, business goals and objectives of the Company, and other forward-looking information concerning the intentions, plans and future actions of the Company and the terms of the transaction described herein.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the risk that the Offering may not be completed on the terms described herein or at all, the effect of government regulation and compliance on the Company, reliance on key personnel, global economic and financial market deterioration impeding access to capital or increasing the cost of capital, potential dilution resulting from the exchange of the Notes, and the other risks that are more fully set out in the Company's Annual Report on Form 40-F for the year ended March 31, 2025, the Company's Annual Information Form for the year ended March 31, 2025 and in other Company reports and documents under the Company's filings at www.sec.gov/EDGAR and www.sedarplus.ca.
The forward-looking information in this news release reflects the Company's current expectations, assumptions, and/or beliefs based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance, and accordingly, undue reliance should not be put on such information due to its inherent uncertainty. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, other than as required by law.
FAQ
What type of financing did HIVE (HIVE) complete and in what amount?
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