HIVE Digital Technologies Ltd.: Form 40-F - Filed by newsfilecorp.com

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2025

Commission File Number 001-40398

HIVE DIGITAL TECHNOLOGIES LTD.

(Exact Name of the Registrant as Specified in its Charter)

British Columbia, Canada
(Province or Other Jurisdiction of Incorporation or Organization

7374
(Primary Standard Industrial Classification Code)

N/A
(I.R.S. Employer Identification No.)

Suite 128, 7900 Callaghan Road

San Antonio, Texas 78229 United States of America

(Address and Telephone number of Registrant's principal executive offices)

Corporation Service Company

19 West 44^th Street, Suite 200

New York, NY 10036,
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares	HIVE	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

☒ Annual Information Form

☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 165,615,186 shares of the Registrant’s common stock were outstanding as of March 31, 2025.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

^†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

EXPLANATORY NOTE

HIVE Digital Technologies Ltd. (the "Company," the "Registrant," "we" or "us") is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted in the United States, to prepare this Annual Report on Form 40-F (this "Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

This Annual Report is incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission on September 30, 2024 (File No. 333-282395), as amended or supplemented.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 40-F contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our Management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimate," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Any investment in our common shares involves a high degree of risk. In particular, each of the following risks may materially and adversely affect our business objective, plan of operation and financial condition. These risks may cause the market price of our common shares to decline, causing investors to lose some or all of their investments in the Company, our ability to achieve and maintain profitability, which depends to a large degree on factors we cannot control, including the value of cryptocurrencies, our electricity costs, the availability of equipment and the related supply chain for graphics processing chips and regulatory changes; high volatility in the value of cryptocurrencies generally and in the value of Bitcoin particularly, and the effect of such volatility on our ability to operate profitably; changes in the regulatory and legal environments in the countries and Canadian Provinces in which we operate may lead to future challenges to operating our business or may subject our business to added costs with the result that some or all of our operating facilities become less profitable or unprofitable altogether; changes in United States tax laws may impose burdensome reporting or regulation on our operations; risks related to our failure to continue to obtain financing on a timely basis and on acceptable terms; our ability to keep pace with technology changes and competitive conditions; other risks and uncertainties related to our business plan and business strategy; and the impact on the world economy of pandemics.

The forward-looking statements in this Annual Report and the exhibits incorporated by reference herein, are based on what the Company currently believes are reasonable assumptions, including assumptions related to the following:

• the business and economic conditions affecting the Company's operations in their current state, including, general levels of economic activity, regulations, taxes and interest rates;

• the Company's ability to profitably generate cryptocurrencies;

• the Company's ability to successfully acquire and maintain required regulatory licenses and qualifications;

• historical prices of cryptocurrencies;

• the emerging cryptocurrency and blockchain markets and sectors;

• the Company's ability to maintain good business relationships;

• the Company's ability to manage and integrate acquisitions;

• the Company's ability to identify, hire and retain key personnel;

• the Company's ability to raise sufficient debt or equity financing to support the Company's continued growth;

• the technology, proprietary and non-proprietary software, data and intellectual property of the Company and third parties in the cryptocurrencies and digital asset sector is able to be relied upon to conduct the Company's business;

• the Company does not suffer a material impact or disruption from a cybersecurity incident, cyber-attack or theft of digital assets;

• continued maintenance and development of cryptocurrency mining facilities;

• continued growth in usage and in the blockchain for various applications;

• continued development of a stable public infrastructure, with the necessary speed, data capacity and security required to operate blockchain networks;

• the absence of adverse regulation or law; and

• the absence of material changes in the legislative, regulatory or operating framework for the Company's existing and anticipated business.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Some of the risks that could cause outcomes and results to differ materially from those expressed in the forward-looking statements include:

• the Company's cryptocurrency inventory may be exposed to cybersecurity threats and hacks;

• regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company's operations;

• the value of cryptocurrencies may be subject to volatility and momentum pricing risk.

• cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure;

• energy costs in the regions where we operate may increase;

• risks related to HPC businesses;

• possibility of less frequent or cessation of monetization of cryptocurrencies;

• limited history of de-centralized financial system;

• cryptocurrency network difficulty and impact of increased global computing power;

• banks may not provide banking services, or may cut off banking services, to businesses; that provide cryptocurrency-related services or that accept cryptocurrencies as payment;

• the impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain;

• political and regulatory risk;

• changes to tax laws;

• permits and licences;

• server failures;

• global financial conditions;

• tax consequences;

• we are currently, and may in the future be, subject to tax audits that may result adverse consequences to our business, financial condition and results of operations;

• passive foreign investment Company regulations could affect U.S. shareholders;

• environmental regulations;

• environmental liability;

• the further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate;

• acceptance and/or widespread use of cryptocurrency is uncertain;

• the Company may be required to sell its inventory of cryptocurrency to pay suppliers;

• facility developments;

• the Company's operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies;

• the Company's coins may be subject to loss, theft or restriction on access;

• incorrect or fraudulent coin transactions may be irreversible;

• if the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations;

• the price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets;

• risk related to technological obsolescence and difficulty in obtaining hardware;

• risks related to insurance;

• transactional fees and demand for bitcoin;

• future profits/losses and production revenues/expenses;

• property and other insurance risks;

• hazards associated with high-voltage electricity transmission and industrial operations may result in suspension of our operations or the imposition of civil or criminal penalties;

• international conflict;

• energy tariffs in Paraguay;

• development and growth of the hive Paraguay facilities and other infrastructure projects;

• imposition of U.S. tariffs;

• risk of potential adverse U.S. federal income tax consequences to 10% or greater united states shareholders;

• transfer pricing;

• the 2028 bitcoin halving;

• tax decision in respect of the Company’s subsidiaries;

• limited operating history;

• future capital needs, uncertainty of additional financing and dilution;

• management of growth;

• additional funding requirements and dilution;

• loss of key employees & contractors;

• pandemics;

• conflicts of interest;

• liquid market or securities;

• dividends;

• interest rate risk;

• currency exchange risk;

• trading price of common shares and volatility;

• risks related to our status as a foreign private issuer;

• regulatory changes or actions may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a manner adverse to our business;

• legal proceedings;

• classification of bitcoin or other cryptocurrencies as an investment security or commodity; and

• uncertainty in accounting standards for bitcoin and other cryptocurrencies may lead to financial restatements and business disruptions.

Applicable risks and uncertainties include, but are not limited to, those identified: under the heading “Risk Management” in each of the Registrant’s Management’s Discussion & Analysis for the year ended March 31, 2025 attached hereto as Exhibit 99.3 and under the heading “Risk Factors” in the Registrant’s Annual Information Form for the year ended March 31, 2025, attached hereto as Exhibit 99.1, and all of the foregoing incorporated herein by reference, and in other filings that the Registrant has made and may make with applicable securities authorities in the future. Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained this Annual Report and the exhibits incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this Annual Report and the exhibits incorporated by reference herein represents the expectations of the Registrant as of the date of this Annual Report or the applicable exhibit incorporated by reference herein and, accordingly, is subject to change after such date. Additionally, the safe harbor provided in Section 21E of Exchange Act, and Section 27A of the Securities Act), applies to forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Tabular Disclosure of Contractual Obligations” in this Annual Report. Except as required by applicable law, the Registrant does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company has prepared its financial statements, which are filed as Exhibit 99.2 to this Annual Report and incorporated by reference herein, in conformity with accounting principles generally accepted in the United States of America.

CURRENCY

Unless otherwise indicated, all amounts in this Annual Report on Form 40-F are in United States dollars.

ANNUAL INFORMATION FORM

The Registrant's Annual Information Form for the year ended March 31, 2025 is attached as Exhibit 99.1 to this Annual Report on Form 40-F and is incorporated by reference herein.

AUDITED ANNUAL FINANCIAL STATEMENTS

The Registrant's audited annual consolidated financial statements for the year ended March 31, 2025, including the report of the independent registered public accounting firm with respect thereto, are attached as Exhibit 99.2 to this Annual Report on Form 40-F and are incorporated by reference herein.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The Registrant's Management's Discussion and Analysis for the year ended March 31, 2025 is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated by reference herein.

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report, the Registrant carried out an evaluation, under the supervision of the Registrant's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Registrant's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Registrant's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, the Registrant's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to the Registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

While the Registrant's principal executive officer and principal financial officer believe that the Registrant's disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Registrant's disclosure controls and procedures or internal control over financial reporting will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management's Report on Internal Control Over Financial Reporting

Management of the Registrant, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining an adequate system of "internal control over financial reporting" as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Management, including the Chief Executive Officer and the Chief Financial Officer, have assessed the effectiveness of the Registrant's internal control over financial reporting in accordance with Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management, including the Chief Executive Officer and the Chief Financial Officer, have determined that the Registrant's internal control over financial reporting was effective as of March 31, 2025.

Changes in Internal Control Over Financial Reporting

Management has not identified any change in the Registrant's internal control over financial reporting that occurred during the fiscal year ending March 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

As of the fiscal year ended March 31, 2025, the Registrant qualifies as an "emerging growth company" under Section 3 of the Exchange Act, as a result of enactment of the Jumpstart Our Business Startups Act (the "JOBS Act"). Under the JOBS Act, "emerging growth companies" are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, which generally requires that a public company's registered public accounting firm provide an attestation report relating to management's assessment of internal control over financial reporting. The Registrant qualifies as an "emerging growth company" and therefore has not included in, or incorporated by reference into, this Annual Report such an attestation report as of the end of the period covered by this Annual Report.

AUDIT COMMITTEE

Identification of the Audit Committee

The Board of Directors has a separately designated standing Audit Committee established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company in accordance with Section 3(a)(58)(A) of the Exchange Act and Rule 5602(c) of the NASDAQ Stock Market Rules. During the year ended March 31, 2025, the following individuals served on Company's Audit Committee: Marcus New, Dave Perrill, and Susan McGee. All of the members of the Audit Committee are considered independent based on the criteria for independence prescribed by Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the NASDAQ Stock Market Rules.

The Board of Directors has also determined that each member of the Audit Committee is financially literate, meaning each such member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Audit Committee Financial Expert

The Board of Directors has determined that Marcus New qualifies as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act) and Rule 5605(c)(2)(A) of the NASDAQ Stock Market Rules; and (ii) is independent (as determined under Exchange Act Rule 10A-3 and Rule 5605(a)(2) of the NASDAQ Stock Market Rules).

The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an "expert" for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the audit committee or board of directors.

CODE OF ETHICS

The Company has adopted a Code of Business Conduct and Ethics that applies to directors, officers and employees of, and consultants to, the Company (the "Code"). The Code is posted on the Company's website at https://www.hivedigitaltechnologies.com/corporate/governance/. The Code meets the requirements for a "code of ethics" within the meaning of that term in General Instruction 9(b) of Form 40-F.

All waivers of the Code with respect to any of the employees, officers or directors covered by it will be promptly disclosed as required by applicable securities rules and regulations. Since adopted by the Company, and until March 31, 2025, the Company did not waive or implicitly waive any provision of the Code with respect to any of the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar function.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets out the fees billed to the Registrant by Davidson & Company LLP for professional services rendered for the fiscal period ended March 31, 2025 and March 31, 20234. During this period, Davidson & Company LLP was the Registrant's only external auditor.

(in Canadian dollars)	Year ended March 31, 2025	Year ended March 31, 2024
Audit Fees	CAD$675,000	CAD$742,500
Audit-Related Fees	CAD$141,075	CAD$128,250
Tax Fees	Nil	Nil
All Other Fees	CAD$200,500	CAD$140,000
Total Fees Paid	CAD$1,016,575	CAD$1,010,750

PRE-APPROVAL OF AUDIT SERVICES PROVIDED BY INDEPENDENT AUDITOR

The audit committee pre-approves all audit services to be provided to the Company by its independent auditors. The audit committee sets forth its pre-approval and/or confirmation of services authorized by the audit committee in the minutes of its meetings.

OFF-BALANCE SHEET TRANSACTIONS

The Registrant does not have any off-balance sheet transactions that have or are reasonably likely to have a current or future effect on the Registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CONTRACTUAL OBLIGATIONS

The information provided under the heading “Management's Discussion and Analysis – Liquidity and Capital Resources” contained in Exhibit 99.3 is incorporated by reference herein.

NASDAQ CORPORATE GOVERNANCE PRACTICES

The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act and its common shares are listed on the TSX Venture Exchange and Nasdaq. Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in of the Nasdaq Listing Rules. A foreign private issuer that follows home country practices in lieu of certain corporate governance provisions of the Nasdaq Listing Rules must disclose each Nasdaq corporate governance requirement that it does not follow and include a brief statement of the home country practice the issuer follows in lieu of the NASDAQ corporate governance requirement(s), either on its website or in its annual filings with the SEC. A description of the significant ways in which the Company's corporate governance practices differ from those followed by domestic companies pursuant to the applicable NASDAQ Listing Rules is available on the Company's website at https://www.hivedigitaltechnologies.com/corporate/governance/

NOTICES PURSUANT TO REGULATION BTR

The Company was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the fiscal year ended March 31, 2025.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

The Registrant has adopted a compensation recovery policy (the "Clawback Policy") as required by Nasdaq listing standards and pursuant to Rule 10D-1 of the Exchange Act. A copy of the Clawback Policy attached to hereto as Exhibit 97.

At no time during or after the fiscal year ended March 31, 2025, was the Registrant required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy. As of March 31, 2025, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Clawback Policy to a prior restatement.

MINE SAFETY DISCLOSURE

None.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. Consent to Service of Process

The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Registrant.

EXHIBIT INDEX

Exhibits 99.1, 99.2, 99.3 and 99.8 of this Annual Report on Form 40-F are incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission on September 30, 2024 (File No. 333-282395), as amended or supplemented.

Exhibit Number	Description
97.1	Clawback Policy
99.1	Annual Information Form for the Registrant for the year ended March 31, 2025
99.2	Audited Consolidated Financial Statements for the year ended March 31, 2025
99.3	Management's Discussion and Analysis for the year ended March 31, 20245
99.4	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.5	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.6	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of Davidson & Company LLP
101.INS	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HIVE DIGITAL TECHNOLOGIES LTD.


	/s/ Darcy Daubaras
	Name:	Darcy Daubaras
	Title:	Chief Financial Officer

Date: June 25, 2025

^{_________________________________________}

¹The Company calculates run-rate revenue on an annual basis by multiplying the revenue realized per week times 52 weeks per year. As context dictates, the Company may calculate run-rate revenue on an annual basis by multiplying the realized revenue per day times 365 days per year, or per quarter times four quarter per year.

²Calculated by taking the revenue for the three-month period ended June 30, 2024 of $2.6 million multiplied by four quarters/year.

³ https://www.blockchain.com/explorer/charts/difficulty.

HIVE Digital Technologies Ltd.

Consolidated Financial Statements
(In thousands of U.S. dollars)

For the years ended March 31, 2025, and 2024

HIVE Digital Technologies Ltd.

Contents

	Page

Independent auditor's report	1- 2

Consolidated Statements of Financial Position	3

Consolidated Statements of Income and Comprehensive Income	4

Consolidated Statements of Changes in Equity	5

Consolidated Statements of Cash Flows	6

Notes to the Consolidated Financial Statements	7 - 39

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of HIVE Digital Technologies Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of HIVE Digital Technologies Ltd. (the "Company"), as of March 31, 2025 and 2024, and the related consolidated statements of (loss) income and comprehensive (loss) income, changes in equity, and cash flows for the years ended March 31, 2025 and 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of HIVE Digital Technologies Ltd. as of March 31, 2025, and 2024, and the results of its operations and its cash flows for the years ended March 31, 2025, and 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company's auditor since 2019.

	/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada
(PCAOB ID:731)	Chartered Professional Accountants

June 25, 2025

HIVE Digital Technologies Ltd.
Consolidated Statements of Financial Position
(expressed in thousands of United States dollars)

As at	Note		March 31, 2025			March 31, 2024

Assets
Current assets
Cash		$	23,375		$	9,678
Amounts receivable and prepaids, net	6		15,343			6,929
Derivative asset	7		1,300			-
Investments	5		24,136			6,974
Digital currencies	7		181,146			161,645
Total current assets			245,300			185,226

Plant and equipment, net	8		202,848			95,356
Long term receivables, net	6		3,017			2,595
Deposits, net	9		74,887			15,917
Right of use assets	15		5,546			7,588
Total assets		$	531,598		$	306,682

Liabilities
Current liabilities
Accounts payable and accrued liabilities	10	$	15,377		$	10,595
Current portion of convertible loan - liability component	11		1,871			1,679
Current portion of lease liability	15		2,645			2,304
Acquisition loan payable	4		31,000			-
Current portion of loans payable	13		2,792			2,792
Current portion of term loan	14		3,558			5,608
Warrant liability	12, 26		760			-
Current income tax liability	18		7,954			4,148
Total current liabilities			65,957			27,126

Convertible loan - liability component	11		-			1,875
Convertible loan - derivative component	11		-			120
Loans payable	13		10,200			10,400
Lease liability	15		3,095			5,334
Deferred tax liability	18		3,209			2,415
Total liabilities			82,461			47,270

Equity
Share capital	19		-			-
Additional paid in capital			716,708			523,949
Accumulated other comprehensive income			6,291			6,329
Accumulated deficit			(273,862	)		(270,866	)
Total equity			449,137			259,412

Total liabilities and equity		$	531,598		$	306,682

Nature of operations (Note 1)
Commitments and contingencies (Note 16)
Subsequent events (Note 29)

On behalf of the board

"Frank Holmes"	"Marcus New"
Director	Director

The accompanying notes are an integral part of these consolidated financial statements.

HIVE Digital Technologies Ltd.
Consolidated Statements of (Loss) Income and
Comprehensive (Loss) Income

(expressed in thousands of United States dollars except per share amounts)

As at	Note		March 31, 2025			March 31, 2024

Revenue from digital currency mining		$	105,236		$	111,044
High performance computing			10,043			3,421
			115,279			114,465

Cost of sales
Operating and maintenance costs	24		(88,159	)		(76,308	)
High performance computing service fees			(1,972	)		(635	)
Depreciation			(64,490	)		(63,599	)
			(39,342	)		(26,077	)

Net realized revaluation of digital currencies			33,674			81,835

Operating expenses
Selling, general, administrative expenses	23		(16,648	)		(13,204	)
Foreign exchange (loss) gain			(5,107	)		2,054
Stock-based compensation	20		(10,888	)		(7,249	)
Total operating expenses			(32,643	)		(18,399	)

Unrealized gain (loss) on investments			19,067			3,743
Realized loss on investments			(311	)		-
Change in fair value of derivatives	15		3,652			362
(Recovery) provision on sales tax receivables	6		966			(6,777	)
Gain on sale of equipment			18,493			1,081
Other income (expenses)			346			(59	)
Finance expense	22		(2,290	)		(3,024	)
Income from operations			1,612			32,685

Tax expense	18		4,608			6,185
Net (loss) income after tax for the year			(2,996	)		26,500

Other comprehensive income (loss)
Translation adjustment			(38	)		(1,076	)

Net (loss) income and comprehensive (loss) income		$	(3,034	)	$	25,424

Basic (loss) income per share		$	(0.02	)	$	0.29
Diluted (loss) income per share		$	(0.02	)	$	0.29

Weighted average number of common shares outstanding
Basic	21		127,942,571			90,005,128
Diluted	21		127,942,571			90,005,128

The accompanying notes are an integral part of these consolidated financial statements.

HIVE Digital Technologies Ltd.
Consolidated Statements of Changes in Equity

(expressed in thousands of United States dollars
except share amounts)

Equity	Note	Common shares issued		Amount		Additional paid- in capital			Accumulated other comprehensive income			Accumulated deficit			Total equity

Balance, March 31, 2023		84,172,711	$	-	$	438,077		$	7,405		$	(247,366	)	$	148,116
Share-based compensation	20	-		-		7,249			-			-			7,249
Special warrants		5,750,000		-		21,738			-			-			21,738
Shares offering		14,986,724		-		57,678			-			-			57,678
Vesting of restricted stock units		802,650		-		-			-			-			-
Issuance costs		-		-		(1,977	)		-			-			(1,977	)
Shares issued in connection with asset acquisition		345,566		-		1,088			-			-			1,088
Exercise of options		22,500		-		96			-			-			96
Net income		-		-		-			-			26,500			26,500
Translation adjustment		-		-		-			(1,076	)		-			(1,076	)
Balance, March 31, 2024		106,080,151	$	-	$	523,949		$	6,329		$	(270,866	)	$	259,412

Share-based compensation	20	-		-		10,888			-			(270,757	)		10,888
Shares offering		59,108,391		-		187,274			-			-			187,274
Vesting of restricted stock units		326,644		-		-			-			-			-
Exercise of options		100,000		-		101			-			-			101
Issuance costs		-		-		(512	)		-			-			(512	)
Reclassification of special warrants	26	-		-		(5,112	)		-			-			(5,112	)
Reclassification of derivative component loan	11	-		-		120			-			-			120
Net loss		-		-		-			-			(2,996	)		(2,996	)
Translation adjustment		-		-		-			(38	)		-			(38	)
Balance, March 31, 2025		165,615,186	$	-	$	716,708		$	6,291		$	(273,862	)	$	449,137

The accompanying notes are an integral part of these consolidated financial statements.

HIVE Digital Technologies Ltd
Consolidated Statements of Cash Flows

(expressed in thousands of United States dollars)

As at		March 31, 2025			March 31, 2024

Cash flows from operating activities
Net (loss) income for the year	$	(2,996	)	$	26,500
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities
Revenue recognized from digital currency mined		(105,236	)		(111,044	)
Proceeds from sale of digital currency		104,519			97,151
Revaluation of digital currency		(33,674	)		(81,835	)
Depreciation		64,490			63,599
Non-cash lease expense		2,794			2,692
Unrealized (gain) loss on investments		(19,067	)		(3,743	)
Realized loss on investment		311			-
Change in fair value of derivatives		(3,652	)		(362	)
(Recovery) provision on sales tax receivables		(966	)		6,777
Gain on sale of mining assets		(18,493	)		(1,081	)
Income tax expense		4,608			6,185
Accretion on convertible debt		1,317			1,825
Share-based compensation		10,888			7,249
Interest expense		414			397
Unrealized foreign exchange		14,549			(20	)
Lease payments on operating leases		(2,794	)		(2,687	)

Changes in non-working capital items
Amounts receivable and prepaids		(4,743	)		(772	)
Accounts payable and accrued liabilities		4,365			(1,191	)

Net cash provided by operating activities		16,634			9,640

Cash flows from investing activities
Deposits on equipment		(53,572	)		(14,880	)
Proceeds on disposal of investments		1,776			-
Purchases of investments		(1,529	)		(341	)
Proceeds on disposal of equipment		19,187			1,882
Purchase of equipment		(120,733	)		(63,355	)
Cash paid on acquisition		(25,692	)		(647	)
Payment of security deposits		(3,210	)		-

Net cash used in investing activities		(183,773	)		(77,341	)

Cash flows from financing activities
Exercise of options		101			96
Loan payments		(1,343	)		-
Term loan payments		(1,786	)		(1,531	)
Shares offering		186,762			55,701
Issuance of special warrants		-			21,738
Repayment of debenture		(3,000	)		(3,000	)

Net cash provided by financing activities		180,734			73,004

Effects of exchange rate changes on cash		102			2

Net change in cash during the year	$	13,697		$	5,305

Cash, restricted cash equivalents and bank overdraft
Beginning of period		9,678			4,373
End of period	$	23,375		$	9,678

The accompanying notes are an integral part of these consolidated financial statements.

HIVE Digital Technologies Ltd.
Notes to the Consolidated Financial Statements
(expressed in thousands of United States dollars unless otherwise noted and share amounts)
For the years ended March 31, 2025, and 2024.

1. Nature of Operations

HIVE Digital Technologies Ltd. (the "Company") is in the business of providing infrastructure solutions, including the provision of computational capacity to distributed networks, in the blockchain industry. The Company's operations are focused on operating data centers, the computing power of which is used for high performance computing and the mining of cryptocurrencies. Digital currencies are subject to risks unique to the asset class and different from traditional assets. Additionally, the Company may at times hold assets with third party custodians or exchanges that are limited in oversight by regulatory authorities.

The Company was incorporated in the province of British Columbia on June 24, 1987. The Company is a reporting issuer in each of the Provinces and Territories of Canada and is listed for trading on the TSXV, under the symbol "HIVE.V", as well on the Nasdaq's Capital Markets Exchange under "HIVE", and on the Open Market of the Frankfurt Stock Exchange under "YO0.F". On July 12, 2023, the Company completed a name change from HIVE Blockchain Technologies Ltd. to HIVE Digital Technologies Ltd. The Company's head office is located at Suite 128, 7900 Callaghan Road, San Antonio, Texas, 78229, United States of America and the Company's registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3.

2. Basis of Presentation

The accompanying consolidated financial statements (the "financial statements") are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and include the results of the Company and its wholly-owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU"). These financial statements are presented in U.S. dollars, which is the functional currency of the Company.

(i) Use of estimates

The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to the: estimates in the determination of the fair value of assets acquired and liabilities assumed in connection with acquisitions; discount rate in determining lease liabilities; valuation of long-lived assets and their associated useful lives; the realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes.

These estimates, judgments, and assumptions are reviewed periodically, and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results could differ from those estimates, judgments, or assumptions, and such differences could be material to the Company's consolidated financial position and results of operations.

2. Basis of Presentation (continued)

(ii) Basis of consolidation

These consolidated financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

These consolidated financial statements include the accounts of the Company and the following entities:

Subsidiaries	Jurisdiction of incorporation	Functional currency	Ownership interest March 31, 2025

HIVE Blockchain Switzerland AG	Switzerland	U.S. dollar	100%
HIVE Blockchain Iceland ehf.	Iceland	U.S. dollar	100%
Bikupa Datacenter AB	Sweden	U.S. dollar	100%
Bikupa Datacenter 2 AB	Sweden	U.S. dollar	100%
Bikupa Real Estate AB	Sweden	U.S. dollar	100%
Hive Digital Data Ltd.	Bermuda	U.S. dollar	100%
Liv Eiendom AS	Norway	U.S. dollar	100%
9376-9974 Quebec Inc.	Canada	Canadian dollar	100%
HIVE Atlantic Datacentres Ltd	Canada	Canadian dollar	100%
HIVE Performance Computing Ltd	Bermuda	U.S. dollar	100%
HIVE Performance Cloud Inc.	Canada	Canadian dollar	100%
Zunz S.A.	Paraguay	U.S. dollar	100%
W3X S.A.	Paraguay	U.S. dollar	100%
HIVE Holdings Paraguay 1 Ltd	Bermuda	U.S. dollar	100%
HIVE Holdings Paraguay 2 Ltd	Bermuda	U.S. dollar	100%
BUZZ High Performance Computing Inc.	Canada	Canadian dollar	100%

(iii) Foreign currency

Effective April 1, 2024, the Company's functional currency changed from the Canadian dollar to the U.S. dollar, which is prospectively accounted for in these consolidated financial statements. The change in functional currency better reflects the ongoing activities and operations of the Company.

For purposes of the Company's consolidated financial statements, the assets and liabilities of subsidiaries with a Canadian dollar functional currency are translated into U.S. dollars. Gains and losses resulting from these translations are reported as a component of accumulated other comprehensive income (loss) on the consolidated statements of comprehensive income (loss). Revenue, expenses, and gains or losses are translated into U.S. dollars using average exchange rates for each period.

Gains and losses from the remeasurement of foreign currency transactions into the functional currency are recognized as a component of other income, net on the consolidated statements of operations.

3. Summary of Significant Accounting Policies

(a) Revenue recognition

Revenue from digital currency mining

The Company participates in digital asset mining pools and provides computing power and transaction verification services to the mining pool in exchange for consideration. The Company's enforceable right to compensation only begins when, and continues while, the Company provides services to the mining pool operator. The contracts provide both the Company and the mining pool operator the right to terminate the contract at any time, without substantively compensating the other party for termination. As a result, the Company has determined that the duration of the contract is less than twenty-four (24) hours, and the contract is continuously renewed throughout the day other than in the case of one contract which has a one-year term with a 30-day termination notice period. The Company has also determined that the mining pool operator's renewal right is not a material right, because the terms, conditions, and compensation amounts are at-then current market rates.

In exchange for providing hash calculation service to the mining pool operators, the Company is entitled to non-cash consideration in the form of Bitcoin. This consideration is made up of block rewards and transaction fees, less mining pool operator fees, and are generated as follows:

(i) Block rewards (also called block subsidies) are based upon the total blocks that are expected to be generated on the BTC network as a whole. The fee earned by the Company is first calculated by dividing (a) the total amount of hash rate the Company provides to the mining pool operator, by (b) the total BTC network's implied hash rate (as determined by the BTC network difficulty), multiplied by (c) the total amount of block subsidies that are expected to be generated on the BTC network as a whole.

(ii) Transaction fees refer to the total fees paid by users of the network to execute transactions. The fee paid out by the mining pool operator to the Company is further calculated by dividing (a) the total amount of transaction fees that are actually generated on the BTC network as a whole less the 3 largest and 3 smallest transactions per block, by (b) the total amount of block subsidies that are actually generated on the BTC network as a whole, multiplied by (c) the Company's fee earned as calculated in (i) above. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool.

(iii) Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth in a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue pursuant to the mining pool operators' payout calculation.

(iv) the consideration to which the Company expects to be entitled for providing computing power is entirely variable (block rewards, transaction fees and pool operating fees), as well as being non-cash consideration, the Company assesses the estimated amount of the variable non-cash consideration to which it expects to be entitled for providing computing power at contract inception and subsequently, to determine when and to what extent it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. Under the Full-Pay-Per-Share ("FPPS") payout method, the Company recognizes the non-cash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception.

The Company measures the non-cash consideration received at the fair market value of the Bitcoin received. Management estimates fair value on a daily basis, as the quantity of Bitcoin received multiplied by the price quoted on the date and time it was received in the Company's wallet.

3. Summary of Significant Accounting Policies (continued)

(a) Revenue recognition (continued)

Revenues from high-performance computing hosting

The Company generates revenue by providing high performance computing power to customers. Revenues from the provision of high-performance computing power is measured and recognized as the Company meets its obligation of the provision of high-performance computing power at a point in time. The Company receives proceeds net of commissions. Revenues are recorded at the gross amount and the commission expense is included in operating and maintenance costs.

(b) Digital currencies

Digital currencies are earned as non-cash consideration for providing high performance computing power to a mining pool, in accordance with the Company's revenue recognition policy. Digital currencies are classified as current assets in the consolidated statement of financial position as they are highly liquid, and the Company expects to sell them within twelve months.

Digital currencies are measured at fair value each reporting period, with changes on remeasurement recognized in the consolidated statement of income and comprehensive income. Realized gains and losses are calculated as the difference between the cash proceeds and the cost basis, determined using a weight average cost method.

(c) Fair value measurement

The fair value of assets and liabilities is the amount at which the item could be exchanged in an orderly transaction between market participants. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value. Fair value measurements are classified and disclosed in one of the following three categories:

Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;
Level 2: Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and
Level 3: Inputs to the valuation methodology are unobservable inputs in situations where there is little or no

market activity of the asset and liability and the reporting entity makes estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk. This includes certain cash flow pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

(d) Cash

Cash and cash equivalents may include cash on hand, demand deposits and short-term highly liquid investments that are readily convertible into known amounts of cash, with maturities of 90 days or less when acquired. As of March 31, 2025 and 2024, the Company did not classify any balances as cash equivalents.

3. Summary of Significant Accounting Policies (continued)

(e) Accounts receivable and allowance for current expected credit losses

Accounts receivable includes current outstanding invoices billed to customers due under customary trade terms. The term between invoicing and when payment is due is not significant.

The Company maintains an allowance for current expected credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes are classified in general and administrative expense in the consolidated statements of operations and comprehensive loss. Collectability is assessed by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when specific customers are identified with known disputes or collectability issues. In determining the amount of the expected credit losses, the Company considers historical collectability based on past due status, customer-specific information, market conditions, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

The allowance for credit losses was $nil and $nil as of March 31, 2025, and 2024, respectively.

(f) Investments

Investments in equity securities that have readily determinable fair values are initially and subsequently measured at fair value with changes recognized through the consolidated statement of income and comprehensive income.

For investments that do not have a readily determinable fair value the Company measures the investment at its net asset value ("NAV") where the NAV has been determined following the principles of ASC 946 Financial Services - Investment Entities. For all other investments the Company has elected the fair value option and is measuring those investments at fair value with changes recognized through the consolidated statement of income and comprehensive income.

(g) Plant and equipment

Plant and equipment are stated at cost, net of accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which is generally as follows:

Data center equipment - 2 to 4 years
Buildings - 15 years
Leasehold improvements - lesser of useful life or term of the lease

Expenditures for maintenance, repairs and day-to-day servicing are expensed as incurred.

Data center equipment includes directly attributable costs. Directly attributable costs include spare parts and auxiliary equipment that are used in connection with the data center equipment.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.

3. Summary of Significant Accounting Policies (continued)

(h) Impairment of long-lived assets

The Company’s long-lived assets are assessed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available ("Asset Group"). When indicators of potential impairment are present, the Company prepares a projected undiscounted cash flow analysis for the respective asset or Asset Group. If the sum of the undiscounted cash flow is less than the carrying value of the asset or Asset Group, an impairment loss is recognized equal to the excess of the carrying value over the fair value, if any. The Company did not identify any indicators of impairment during the periods presented.

(i) Leases

Right of use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company determines whether an arrangement contains a lease at the inception of the arrangement.

If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company's use by the lessor. The Company's assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising.

The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition, and the presentation reflected on the consolidated statements of operations over the lease term. A finance lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lessor grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; 3) the lease is for a major part of the remaining economic life of the underlying asset; 4) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already included in the lease payments equals or exceeds substantially all of the fair value; or 5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. The Company classifies a lease as an operating lease when it does not meet any one of these criteria. For all periods presented, the Company only had operating leases.

For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company's consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

Lease expenses are recognized on a straight-line basis over the lease term and presented in general and administrative expenses in the consolidated statements of operations.

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company continues to recognize the lease payments associated with these leases as expenses as incurred over the lease term.

Variable lease costs are recognized as incurred and primarily consist of common area maintenance, additional density fees and utility charges not included in the measurement of right of use assets and operating lease liabilities. In addition, any adjustments to fixed lease payments based on changes in Consumer Price Index (CPI) are treated as variable lease payments and recognized in consolidated statements of (loss) income in the period in which the change occurred.

3. Summary of Significant Accounting Policies (continued)

(j) Convertible loan

The Company assesses the various terms and features of contracts to determine whether or not they contain embedded features that are required to be accounted for separately from the host contract and recorded on the balance sheet at fair value. With respect to conversion features, the Company assesses whether or not the conversion feature meets all of the requirements for equity classification and if so, the Company does not separate the feature and instead it is included in the initial recognition and subsequent recognition of the host loan.

(k) Warrants

The Company accounts for warrants by first assessing whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company's own shares of common stock and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment is conducted at the time of issuance of the warrants and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be as a liability initially at their fair value on the date of issuance and subsequently remeasured to fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized on the consolidated statements of operations and comprehensive loss in the period of change.

Following the Company's change in functional currency as at April 1, 2024, certain warrants no longer met equity classification and as such were reclassified as liabilities at that date.

(l) Income tax

Income taxes are comprised of current and deferred taxes. These taxes are accounted for using the asset and liability method. Current tax is recognized in connection with income for tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using the enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. Deferred tax is recognized on the difference between the carrying amount of an asset or a liability, as reflected in the financial statements, and the corresponding tax base, used in the computation of income for tax purposes ("temporary difference") and measured using the enacted tax rates and laws as at the balance sheet date that are expected to apply to the income that the Company expects to arise for tax purposes in the period during which the difference is expected to reverse. Management assesses the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not that all or a portion of a deferred tax asset will not be realized. The determination of both current and deferred taxes reflects the Company's interpretation of the relevant tax rules and judgment.

Income taxes are recognized in the consolidated statement of operations and comprehensive loss, except when they relate to an item that is recognized in other comprehensive loss or directly in equity, in which case, the taxes are also recognized in other comprehensive loss or directly in equity respectively. Where income taxes arise from the initial accounting for a business combination, these are included in the accounting for the business combination.

The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. This applies to income taxes and is not intended to be applied by analogy to other taxes, such as sales taxes, value-add taxes, or property taxes. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes.

3. Summary of Significant Accounting Policies (continued)

(m) Stock-based compensation

The Company issues equity awards including stock options, restricted stock units and broker warrants to certain of its employees, directors, officers, and consultants.

The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense on a graded basis over the vesting period. The amount recognized as an expense is net of estimated forfeitures, such that the amount ultimately recognized is based on the number of awards that ultimately vest. The Company estimates forfeitures based on historical forfeiture trends. If actual forfeiture rates are not consistent with the Company's estimates, the Company may be required to increase or decrease compensation expenses in future periods.

The Company utilizes the Black-Scholes Option Pricing Model ("Black-Scholes") to estimate the fair value of stock options. The use of Black- Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options. Any changes in these assumptions could have a material impact on the share-based compensation calculation value, however the most significant estimate is the volatility. Expected future volatility can be difficult to estimate as the Company has a limited operating history and is in an emerging industry with no comparable publicly traded competitors at the time of grant. Due to the emerging nature of the industry, volatility estimates require significant estimates. The Company estimated volatility based on historic share prices of companies operating in emerging innovative industries. Historical volatility is not necessarily indicative of future volatility.

(n) Business combinations

The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.

The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

Any contingent consideration is measured at fair value at the acquisition date. Contingent consideration that does not meet all the criteria for equity classification is initially recorded at its fair value at the acquisition date, and subsequently remeasured to fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized in the consolidated statements of operations in the period of change.

When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date

(o) Asset acquisitions

The Company accounts for asset acquisitions by allocating the consideration paid, including transaction costs, to the acquired assets and liabilities on a relative fair value basis. Working capital items are recognized at their stated amounts.

3. Summary of Significant Accounting Policies (continued)

(p) Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on a reasonable and supportable basis. Goodwill is reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

(q) Loss per Share

The Company calculates basic and diluted net loss per common share by dividing the net loss by the number of weighted average common shares outstanding during the period. The Company has excluded other potentially dilutive shares, which include warrants to purchase common shares, outstanding stock options, and convertible debt from the number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses incurred.

(r) New Standards or Amendments Not Yet Effective

The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company:

Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Accounting Standards Update 2024-03, Income statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense. The amendments in this update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

The Company is still evaluating the impact of implementing the above improvements to its consolidated financial statements.

4. Asset Acquisition

On January 28, 2025, the Company entered into a binding letter of intent with Backbone Hosting Solutions Inc. ("BHS") and Bitfarms Ltd. ("Bitfarms") to acquire Zunz S.A., which owns a bitcoin mining datacenter under construction in Yguazu, Paraguay designed for a total power capacity of up to 200MW. The acquisition closed on March 17, 2025. In consideration, the Company paid $25 million cash up front and will pay the remaining purchase price of $31 million over six months. The consideration paid also includes transaction costs of $692 and cash advanced by the Company after January 28, 2025.

4. Asset Acquisition (continued)

The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:

		March 31, 2025

Cash paid	$	25,000
Acquisition loan payable		31,000
Cash advance		7,260
Acquisition costs		692
Total consideration		63,952

Land	$	952
Equipment		44
Building and leasehold		57,070
Power purchase agreement guarantee		3,314
VAT receivables		3,126
Other		52
Total assets	$	64,558
Deferred tax liability		(606	)
Net assets acquired	$	63,952

On November 29, 2023, the Company acquired a datacenter in Sweden. In consideration, the Company issued 345,566 common shares of the Company to the vendor, made a cash payment totalling $647 and $500 in holdback common shares payable that are included in accounts payable and accrued liabilities as of March 31, 2025 (Note 10). The Company also incurred $141 in acquisition costs which were capitalized to the cost of the assets.

The $500 in holdback common shares payable shall be paid at the later of (i) the six month anniversary of the closing date; and (ii) the date on which any claims made by the Company within six months of the closing date relating to a breach of warranty under the property transfer agreements have been finally settled, and shall be composed of such number of Common Shares equal to $500 less any amount payable by the Vendor to the Company in respect of such claim.

		March 31, 2024

Cash paid	$	647
Shares issued		1,088
Holdback payable		500
Acquisition costs		141
Total consideration	$	2,376

Land	$	86
Building		1,587
Equipment		446
VAT receivables		360
Total assets		2,479
Current liabilities		(103	)
Net assets acquired	$	2,376

5. Investments

As at March 31, 2025 and 2024, the Company holds investments in both private and public companies. The Company has elected to measure its investments in equity securities of private companies at fair value with changes through profit or loss.

		2025		2024

Marketable securities	$	21,016	$	5,356
Equity securities of private companies (Note 26)		429		576
Funds		2,691		1,042
	$	24,136	$	6,974

Marketable securities are level 1 fair value measurements as they are publicly traded equity securities, whereas the investments in private companies are level 3 fair value measurements. The funds are measured at their net asset value.

During the year ended March 31, 2025, the Company recognized $19,067 of unrealized gains on equity instruments held at March 31, 2025, of which $1,695 is related to its private company investments. During the year ended March 31, 2024, the Company recognized $3,743 of unrealized gains on equity instruments held at March 31, 2024, of which losses of $187 is related to its private company investments.

6. Amounts Receivable and Prepaids

		2025			2024

Sales tax receivable	$	14,650		$	6,818
Prepaid expenses and other receivables		8,527			7,667
Receivable on sale of subsidiary		1,816			1,816
Accounts receivable and prepaids, gross		24,993			16,301

Provisions and liability on sales tax receivable, opening		(6,777	)		-
Additions		(310	)		(6,777	)
Recovery and reversal		1,259			-
Foreign exchange		(805	)		-
Provisions on sales tax receivable		(6,633	)		(6,777	)
Accounts receivable and prepaids, net		18,360			9,524

Less: current portion		(15,343	)		(6,929	)
Long term portion	$	3,017		$	2,595

Receivable is conditional upon ruling by the Swedish Tax Authority related to an ongoing value added tax process. If the ruling is favourable; amounts will be received; otherwise, the amounts will not be collectible. Management has assessed the collectability using a probability model under a range of scenarios and this receivable reflects the results of that process.

During the year ended March 31, 2025, after examination of the history of claims and payments received from various authorities, together with regulatory challenges, the Company assessed the collectability of its Sales tax receivable balance. As a result, the Company determined that there is uncertainty over the collection of certain amounts, and recorded a provision of $0.3 million (2024 - $4.5 million) for these receivables. The Company also received an assessment of $nil (2024 - $2.3 million) for Sales tax payable that is included in the provision as a result of a Sales tax audit related to periods prior to the acquisition of 9376-9974 Quebec Inc. in 2021.

6. Amounts Receivable and Prepaids (continued)

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts as at March 31, 2025. The majority of cash is deposited in bank accounts held primarily with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

The Company is exposed to credit risk related to amounts receivable from the Swedish government related to VAT filings and from the Canadian and Quebec governments related to the sales tax filings (Note 16).

7. Digital Currencies

Digital currencies are recognized at their fair value on the date they are received as revenue from digital currency mining and are revalued to their current market value at each reporting date.

The Company's holdings of digital currencies consist of the following:

		2025		2024

Bitcoin	$	180,741	$	161,258
Ethereum Classic		6		196
Other currencies		399		191
Total	$	181,146	$	161,645

The continuity of digital currencies was as follows:

Bitcoin		Amount			Number of coins

Digital currencies, March 31, 2023	$	65,772		$	2,332
Digital currency mined (non-cash consideration)		111,002			3,123
Digital currency sold		(92,600	)		(3,168	)
Revaluation adjustment		77,084			-
Digital currencies, March 31, 2024	$	161,258		$	2,287

Digital currency mined (non-cash consideration)		105,158			1,414
Digital currency sold		(107,101	)		(1,328	)
Deposit on equipment (i)		(16,043	)		(172	)
Revaluation adjustment		37,469			-
Digital currencies, March 31, 2025	$	180,741		$	2,201

7. Digital Currencies (continued)

Ethereum Classic		Amount			Number of coins

Digital currencies, March 31, 2023	$	117		$	5,718
Digital currency mined		1			28
Digital currency sold		-			-
Revaluation adjustment		78			-
Digital currencies, March 31, 2024	$	196		$	5,746

Digital currency mined		-			-
Digital currency sold		(105	)		(5,373	)
Revaluation adjustment		(85	)		-
Digital currencies, March 31, 2025	$	6		$	373

The cumulative realized losses recognized during the year are $3.7 million (2024 - cumulative realized gains of $4.6 million).

In November 2024, the Company entered into an equipment purchase agreement which was amended in March 2025 to provide the Company with the right to pay for the equipment deposit using bitcoin and if the Company chose to do so it would receive the right to repurchase the bitcoin in the future for a fixed price. On March 7, 2025, the Company issued $15 million of Bitcoin with a cost base of $16 million as a deposit on equipment and receive the right to buy back the bitcoin on either June 7, 2025 or September 5, 2025. If the Company does not exercise the option on June 7, 2025, it loses the right to exercise the option on September 5, 2025. This option has been recorded as a derivative asset at March 31, 2025.

Subsequent to the year ended March 31, 2025, the Company on or by June 7, 2025, exercised its June 7, 2025 option and repurchased 86 BTC at the strike price of $88.

The option is re-valued each reporting period. As at March 31, 2025, the option was revalued at $1.3 million using the Black-Scholes option pricing model with the following assumptions:

		March 7, 2025		March 31, 2025

Spot price	$	87	$	83
Strike price	$	88	$	88
Risk-free interest rate		4.245% - 4.294%		4.210% - 4.298%
Expected life (years)		0.25 - 0.5		0.18 - 0.43
Annualized volatility		54.15% - 56.59%		49.95% - 52.18%

8. Plant and Equipment

Property and equipment consist of the following components:

		2025			2024

Equipment	$	312,231		$	292,993
Land		2,244			749
Building		103,032			28,450
Total		417,507			322,192
Accumulated depreciation		(214,659	)		(226,836	)
Net carrying value	$	202,848		$	95,356

The Company depreciates its plant and equipment over the remaining estimated useful economic life.

Included in equipment and land for the year ended March 31, 2025, is construction in progress totalling $18.5 million (2024 - $nil) for the 100MW datacenter facility in Valenzuela, Paraguay.

During the years ended March 31, 2025, and March 31, 2024, there were no indicators of impairment.

9. Deposits

The deposits relate to required amounts on account with electricity providers in Sweden and Paraguay and deposits for equipment purchases, consisting of:

Description		2025			2024

ANDE*		6,524			-
Bodens Energi	$	274		$	258
Atnorth		310			292
Equipment deposits		78,647			26,307
Vattenfall AB		1,263			1,191
Deposits, gross		87,018			28,048

Equipment deposit provision, opening		(12,131	)		(27,331	)
Equipment deposit provision, reclassed		-			15,200
Equipment deposit provision		(12,131	)		(12,131	)
Deposits, net	$	74,887		$	15,917

The Company is exposed to counterparty risk through the advances made for certain mining equipment ("Deposits") it places with its suppliers in order to secure orders over a set delivery schedule. The risk of a supplier failing to meet its contractual obligations may result in late deliveries and/or the value of the deposits is not realised from non delivery of equipment or delivery of equipment with reduced quality. The Company attempts to mitigate this risk by procuring mining hardware from the established suppliers and with whom the Company has existing relationships and knowledge of their reputation in the market.

*During the year ended March 31, 2025, the Company entered a 100MW power supply agreement with the National Administration of Electricity ("ANDE") in Paraguay. The Company paid $3.4 million security deposit for one month of estimated consumption of electric energy and power per terms of the agreement.

The Company has a commitment to pay for another two months of estimated consumption before sixty calendar days from the start of the supply or within 12 months following the signing of the power supply agreement, whichever, occurs first. In addition, the Company will need to provide a letter of credit, valid until April 1, 2028, for an amount equivalent to two months of estimated consumption of electric energy and power within 12 months of signing the power supply agreement. These commitment amounts are included in Note 16(c) and are refundable to the Company after the agreement has concluded and the sums resulting from the final statement of account from ANDE are settled.

During the year ended March 31, 2025, the Company recorded expected credit losses on the deposits of $nil million in the consolidated statements of (loss) income and comprehensive (loss) income. The expected credit losses are based on the counterparty risk of delivery, efficiency of machines expected use of the machines and the expected quantity and quality of the equipment to be received.

During the year ended March 31, 2024, the Company received equipment related to an equipment deposit provision of $15.2 million in 2023 which was reclassified to plant and equipment. The remaining equipment deposit provision of $12.1 million remained at March 31, 2024 and 2025, and the Company did not record any additional expected credit losses on its deposits during the year ended March 31, 2024 and 2025.

10. Accounts Payable and Accrued Liabilities

The components of accounts payable and accrued liabilities are as follows:

		2025		2024

Accounts payable	$	11,650	$	7,466
Accrued liabilities		2,254		1,878
Holdback payable		500		500
Other payable		973		751

	$	15,377	$	10,595

11. Convertible Loan

The Debentures mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures will be issued at par, with each Debenture being redeemable by the Company at any time, and convertible at the option of the holder into common shares (each, a "Share") in the capital of the Company at a conversion price of C$15.00 per Share. Interest will be payable monthly, and principal will be payable quarterly. In addition, U.S. Global was issued 5.0 million common share purchase warrants (the "Warrants"). Each five whole Warrant entitles U.S. Global to acquire one common at an exercise price of C$15.00 per Share for a period of three years from closing. The Warrants expired unexercised on January 12, 2024.

Prior to the Company's change in functional currency on April 1, 2024, the Company determined that the Convertible Loan contained an embedded derivative, and that the conversion feature does not qualify as equity as it does not satisfy the "fixed for fixed" requirement as the number of potential common shares to be issued is contingent on a variable carrying amount for the financial liability. The financial liability is variable because the functional currency of Hive Digital Technologies Ltd. is Canadian dollars and the Convertible Loan is denominated in U.S. dollars, therefore the number of common shares to be issued depends on the foreign exchange rate at the date of settlement. Consequently, the conversion feature was classified as a derivative liability. As of April 1, 2024, the conversion feature was reclassified to equity.

The Company allocated the proceeds of $15 million first to the derivative component for $8.6 million, with the residual value to the liability component for $6.4 million. The derivative component was valued on initial recognition using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 0.69%; an expected volatility of 105%; an expected life of 2.71 years; a forfeiture rate of zero; and an expected dividend of zero.

11. Convertible Loan (continued)

Liability Component

Balance, March 31, 2023	$	4,729
Principal payment		(3,000	)
Interest payment		(587	)
Accretion and interest		2,412
Balance, March 31, 2024		3,554

Less: Current portion		(1,679	)
Non-Current portion	$	1,875

Principal payment		(3,000	)
Interest payment		(337	)
Accretion and interest		1,654
Balance, March 31, 2025		1,871

Less: Current portion	$	(1,871	)
Non-Current portion	$	-

Derivative Component

Balance, March 31, 2023	$	482
Change in fair value of liability		(362	)
Balance, March 31, 2024		120

Reclassification to equity		(120	)
Change in fair value of liability		-
Balance, March 31, 2025	$	-

The derivative component is re-valued each reporting period until April 1, 2024 when it was reclassified to equity. As at March 31, 2024, the derivative component was revalued at $0.1 million using the Black-Scholes option pricing model with the following assumptions: share price of C$4.56 an expected weighted average risk-free interest rate of 4.5%; an expected weighted average volatility of 79%; and an expected weighted average life of 1.1 years. Accordingly, the Company recorded a change in the fair value of the derivative liability of $0.4 million.

12. Warrant liability

As part of the change in the Company's functional currency from the Canadian dollar to the U.S. dollar during the year ended March 31, 2025, all of the Company's issued and outstanding warrants were reclassified from equity to liability. The warrants have strike prices denominated in Canadian dollars and are not indexed to the Company's stock because of the change in functional currency.

	Warrants outstanding

Balance, March 31, 2024	-
Reclassified from equity	5,243,727
Expired*	(2,023,727	)
Balance, March 31, 2025	3,220,000

The warrant is re-valued each reporting period. As at March 31, 2025, the warrant liability was revalued at $760 using the Black-Scholes option pricing model with the following assumptions:

		March 31, 2025		April 1, 2024

Stock price (C$)	$	2.10	$	4.54
Risk-free interest rate		2.43%		3.81% - 4.86%
Expected life (years)		1.75		0.16-2.74
Annualized volatility		85%		85% - 95%
Dividend rate		0%		0%

12. Warrant liability (continued)

The warrants outstanding and exercisable as at March 31, 2025 are as follows:

Outstanding	Exercisable		Exercise Price	Expiry date

2,875,000 **	2,875,000	C$	6.00	December 28, 2026
345,000 **	345,000	C$	5.00	December 28, 2026
3,220,000	3,220,000

* On November 30, 2021, the Company completed an agreement with Stifel GMP as lead underwriter and sole book runner to include a syndicate of underwriters (the "Underwriters"), whereby the Underwriters will purchase, on a bought-deal basis, 3,834,100 special warrants of the Company (the "2021 Special Warrants") at a price of C$30.00 per Special Warrant for aggregate gross proceeds to the Company of C$115 million (the "Offering"). On January 12, 2022, each 2021 Special Warrant was deemed to be exercised into one Unit comprised of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant being a "Warrant"). Each Warrant is exercisable for one share on or before May 30, 2024, at an exercise price of C$30.00 per Share. These warrants expired unexercised on May 30, 2024.

On December 1, 2021, the Company issued 106,677 warrants as consideration for an investment in Titan.io. Each Warrant is exercisable for one share on or before September 15, 2024, at an exercise price of C$30.00 per Share. These warrants expired unexercised on September 15, 2024.

** On December 28, 2023, the Company completed a bought-deal financing of 5,750,000 special warrants of the Company (the "2023 Special Warrants") at a price of C$5.00 per Special Warrant for aggregate gross proceeds to the Company of C$28.75 million (the "Offering"). Each 2023 Special Warrant entitles the holder to receive without payment of additional consideration, one unit of the Company upon exercise consisting of one common share and one-half of common share purchase warrant.

On February 2, 2024, the 2023 Special Warrants were deemed exercised into one unit of the Company comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of C$6.00 per whole warrant until December 28, 2026. In consideration of services, the Underwriters received a cash commission of C$1.725 million, and 345,000 broker warrants. Each broker warrant entitles the holder to acquire one common share of the Company at an exercise price of C$5.00 per broker warrant until December 28, 2026. The broker warrants were valued at $1.28 million using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.51%, an expected volatility of 100%, an expected life of 3 years, a forfeiture rate of zero; and an expected dividend of zero. The Company also incurred C$257 in professional and other fees associated with the 2023 Special Warrant financing

13. Loans Payable

On March 31, 2021, as part of the sale of the net assets in Boden Technologies AB, the Company incurred a loan payable. The facility bears interest at the Swedish government borrowing rate plus 1% per annum and has a maturity date of December 31, 2035. Principal payment plus interest is payable annually. The loan payable is contingently forgiven based on a favourable ruling from the Swedish Tax Authority on the ongoing value tax assessment.

A continuity of the loan balances are as follows:

Balance, March 31, 2023	$	13,078
Interest		397
Foreign exchange movement		(283	)
Balance, March 31, 2024		13,192

Interest		414
Repayment		(1,343	)
Foreign exchange movement		733
Balance, March 31, 2025		12,992

Less: Current portion		(2,792	)
Non-Current portion	$	10,200

14. Term Loan

As part of the Atlantic acquisition, the Company acquired a $11.0 million (C$13.6 million) term loan ("Atlantic Term Loans"). The Atlantic Term Loans were made up of two discrete balances; Term Loan 1 and Term Loan 2; and the total facility bearing an interest rate of 3.33% per annum with a term maturity date of June 30, 2024.

On June 30, 2024, the Company renewed Term Loan 1 over a 1-year term at an interest rate of 5.31% with a balance remaining of C$4.2 million, and Term Loan 2 was renewed at 5.15% over a 2 year term with a balance remaining of C$2.6 million. Principal payments of C$0.2 million plus interest is payable monthly.

The term loan has financial ratios and minimum tangible asset covenants that must be maintained by HIVE Atlantic Datacentres Ltd. As at March 31, 2025, the covenant to maintain a ratio of total debt to tangible net worth equal to or less than 2:1 was not met. Subsequent to year end, the Company received a covenant amendment from its lender (see Note 29). The outstanding balance is presented as a currently liability as at March 31, 2025. The Atlantic Term Loans include an unlimited guarantee from the Company.

		Term Loan 1		Term Loan 2		Total

Balance, March 31, 2023	$	4,397		2,742		7,139
Interest		131		81		212
Repayment		(1,073	)	(669	)	(1,742	)
Foreign exchange movement		(1	)	-		(1	)
Balance, March 31, 2024		3,454		2,154		5,608

Interest		134		81		215
Repayment		(1,234	)	(767	)	(2,001	)
Foreign exchange movement		(163	)	(101	)	(264	)
Balance, March 31, 2025	$	2,191		1,367		3,558

15. Right of Use Asset and Operating Lease Liability

The Company has lease agreements for its offices, and buildings for its data centers in Sweden and Quebec, Canada, in addition to electrical equipment in Sweden.

Right of use assets

		2025			2024

Cost	$	12,704		$	12,465
Accumulated amortization		(7,158	)		(4,877	)
Net carrying value	$	5,546		$	7,588

Lease liabilities

		2025		2024

Current	$	2,645	$	2,304
Non-current		3,095		5,334
	$	5,740	$	7,638

		2025			2024

2025	$	-		$	2,680
2026		2,900			2,576
2027		2,014			1,900
2028		981			1,005
2029		251			245
Total undiscounted lease liabilities		6,146			8,406
Interest on lease liabilities		(406	)		(768	)
Total present value of minimum lease payments	$	5,740		$	7,638
Lease liability - current portion	$	2,645		$	2,304
Lease liability	$	3,095		$	5,334

The Company incurred the following lease costs which were recorded in operating and maintenance costs in the consolidated statements of (loss) income and comprehensive (loss) income:

		2025		2024

Variable lease costs (CPI adjustments)	$	281	$	176
Operating lease costs:
Depreciation of lease assets		2,402		2,181
Interest on lease liabilities		392		511
Total lease costs	$	3,075	$	2,868

Cash paid for amounts included in the measurement of lease liabilities:

		2025		2024

Cash flows from operating leases	$	2,794	$	2,687

16. Commitments and Contingencies

Commitments

(a) Service agreements

The Company has service agreements with unrelated third parties to operate and maintain the Company's data center computing equipment for the purpose of mining crypto currency in Canada, Sweden and Iceland. As part of the arrangement, proprietary software is installed on the Company's computing equipment to assist in optimizing the use of the equipment.

(b) Power purchase agreement

The Company entered into a supplemental power pricing arrangement that provides a fixed price of electricity consumption each month at the Company's Bikupa Datacenter AB and Bikupa Datacenter 2 AB location in Sweden. The fixed price agreement was assessed and is being accounted for as an executory contract; electricity costs are expensed as incurred.

The Company had purchase commitments of $227.8 million at the year ended March 31, 2025 (March 31, 2024 - $5.8 million).

The Company's wholly owned subsidiaries located in Sweden (Bikupa Datacenter AB ("Bikupa") and Bikupa Datacenter 2 AB ("Bikupa 2") received decision notice of assessments ("the decision(s)"), on December 28, 2022, December 21, 2023, and December 22, 2023 May 28, 2024, October 14 & 16, 2024, March 18, 2025 for Bikupa and February 14, 2023, and December 21, 2023, June 14, 2024, September 11 & 23, 2024 and March 21, 2025 for Bikupa 2 respectively, from the Swedish Tax Authority in connection with the application of VAT and its ability to recover input VAT against certain equipment and other charges in a total amount of SEK 607.3 million or approximately $60.4 million. The assessments cover the period December 2020 to July 2024 for Bikupa, and the period April 2021 to July 2024 for Bikupa 2, expressing the intent to reject the recovery of all the VAT for the periods under assessment and repayment of amounts previously received plus applicable interest.

The Company filed a formal appeal in connection with the December 28, 2022 Bikupa decision on February 9, 2023; however, there can be no guarantee that the Company will achieve a favourable outcome in its appeal. A formal appeal for Bikupa 2 in relation to the February 14, 2023 decision was filed on March 10, 2023 by the Company. The Company engaged an independent legal firm and independent audit firm in Sweden with expertise in these matters to assist in the appeal process. The Company does not believe that the decision has merit because in management's opinion and those of the Company's independent advisors, the decision is not compatible with the current applicable law and therefore the amount claimed to be owed by the Company is not probable. According to general principles regarding the placement of the burden of proof, it is up to the Swedish Tax Agency to provide sufficient evidence in support of its decision. It is the Company's opinion, the Swedish Tax Agency has not substantiated their claim. We are not aware of any precedent cases, authoritative literature, or other statement that supports the STA's position. The cases are currently in the County Administrative Court.

It is not yet known when this dispute will be resolved; the due process following appeals and the court ruling could extend beyond a year. Furthermore, given that the industry is rapidly developing, there can be no guarantee that changes to the laws or policies of Sweden will not have a negative impact on the Company's tax position with respect to the eligibility of the claimed VAT.

(d) Deposit to ANDE

As part of the Company’s acquisition of Zunz (Note 4), it is obligated to provide ANDE with $19M of deposits related to its power purchase agreement. As of March 31, 2025, $3.314 million had been paid. The remaining amount was paid subsequent to year end.

16. Commitments and Contingencies (continued)

Contingencies

(e) Contingent VAT Liability to the Swedish Tax Authority ("STA")

If the Company is unsuccessful in its appeal, the full amount could be payable including other items such as penalties and interest that may accrue to the Company. The Company will continue to assess these matters. At the year ended March 31, 2025, the Company has not recorded any amounts payable to the STA in connection with the decisions. The Company continues to monitor the activities of the claim with the STA. As at March 31, 2025, the Company has not received any additional communication from the STA.

(f) Litigation

From time to time, the Company is involved in routine litigation incidental to the Company's business. Management believes that adequate provisions have been made where required and the ultimate resolution with respect to any claim will not have a material adverse effect on the financial position or results of the operations of the Company.

17. Related Party Transactions

The Company entered into the following related party transactions not otherwise disclosed in these consolidated financial statements:

(a) As at March 31, 2025, the Company had $0.3 million (2024 - $0.1 million due to a director and officers) due to a director and officers for the reimbursement of expenses included in accounts payable and accrued liabilities.

(b) As at March 31, 2025, the Company had $ nil (2024 - $ nil) due to a company controlled by a director of the Company included in accounts payable and accrued liabilities. For the year ended March 31, 2025, the Company paid $0.45 million (2024 - 0.3 million) to this company for marketing services.

Key Management Compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.

For the year ended March 31, 2025, key management compensation includes salaries and wages paid to key management personnel and directors of $1.2 million (2024 - $1.2 million) and share-based payments of $7 million (2024 - $4.7 million).

18. Income Taxes

Net income before income taxes as generated as follows:

		2025			2024

Domestic - Canada	$	5,707		$	10,615
Foreign - outside of Canada		(4,095	)		22,070
	$	1,612		$	32,685

Income tax expense is comprised of the following:

		2025		2024
Current tax expense:
Domestic - Canada	$	2,043	$	2,037
Foreign - outside of Canada		2,190		1,918
	$	4,233	$	3,955

Deferred tax expense:
Domestic - Canada	$	375	$	2,230
Foreign - outside of Canada		-		-
		375		2,230
	$	4,608	$	6,185

The actual income tax provision differs from the expected amount calculated by applying the Canadian combined federal and provincial corporate tax rates to income before tax. A reconciliation of income taxes at the statutory rate with the reported taxes is as follows:

		For the year ended March 31,
		2025			2024
Income for the year before tax	$	1,612		$	32,685
Federal income tax rate		27%			27%
Income tax expense based on statutory rate	$	435		$	8,825

Increase (decrease) resulting from:
Permanent differences		2,394			3,159
Foreign exchange		(272	)		318
Prior year adjustments		606			6,400
Change in valuation allowance		(5,834	)		(13,587	)
Other		(1,516	)		341
Effect of tax rate in foreign jurisdictions		8,795			729
Tax expense	$	4,608		$	6,185

The significant components of the Company's deferred tax assets and liabilities are as follows:

		2025			2024
Deferred tax assets (liabilities)
Share issue costs	$	868		$	1,335
Allowable capital losses		40			123
Non-capital losses		21,735			15,027
Property & equipment		2,033			9,867
Lease liability		1,454			1,774
Goodwill		292			510
Investments		-			1,201
Deferred tax assets	$	26,422		$	29,837
Valuation allowance		(16,387	)		(23,700	)
Net deferred tax asset		10,035			6,137

18. Income Taxes (continued)

		2025			2024
Deferred tax assets (liabilities)
Property & equipment	$	(9,584	)	$	(5,654	)
Energy tax receivable		(494	)		(494	)
Digital currencies		(203	)		(210	)
Debt with accretion		(127	)		(450	)
Right of use asset		(1,305	)		(1,744	)
Lease liability		(1,180	)		-
Derivative asset		(351	)		-
Deferred tax liabilities	$	(13,244	)	$	(8,552	)
Deferred tax assets		10,035			6,137
Net deferred tax liability		(3,209	)		(2,415	)

A valuation allowance has been taken against the Foreign deferred tax assets of $3,676. A valuation allowance has been taken against the Canadian deferred tax assets of $12,911.

As at March 31, 2025, the Company has Canadian federal and provincial non-capital loss carryforwards of $73,491 (March 31, 2024 - $46,701). The Canadian non-capital loss carryforwards expire between 2038 and 2045. As at March 31, 2025, the Company has foreign non-capital loss carryforwards of $10,545 (March 31, 2024 - $10,360). The Foreign non-capital loss carryforwards expire between 2025 and 2032.

Uncertain tax positions

Various foreign jurisdictions have, and may continue to adopt laws, regulations or directives that affect a digital asset network, the digital asset markets, and their users, particularly digital asset exchanges and service providers that fall within such jurisdictions' regulatory scope. For example, if China or other foreign jurisdictions were to ban or continue to otherwise restrict mining activity, including by regulating or limiting manufacturers' ability to produce or sell semiconductors or hard drives in connection with mining, it would have a material adverse effect on digital asset networks, the digital asset market, and as a result, impact our business.

A number of foreign jurisdictions have recently taken regulatory action aimed at digital asset activities. China has made transacting in digital currencies illegal for Chinese citizens in mainland China, and additional restrictions may follow. As recently as September 2021, China's central bank has further restricted digital asset-related activities, stating that activity by overseas digital asset exchanges, and services offering trading, order matching, and token issuance and derivatives, constitute illegal activity. Both China and South Korea have banned initial coin offerings entirely and regulators in other jurisdictions, including Canada, Singapore, and Hong Kong, have opined that initial coin offerings may constitute securities offerings subject to local securities regulations. In September 2021, the Chinese government announced issued a complete ban that restricts digital currencies trading and mining activities, citing concerns about high energy consumption and its desire to promote financial stability. Regulators in the Inner Mongolia and other regions of China have proposed regulations that would create penalties for companies engaged in digital currency mining activities and introduce heightened energy saving requirements on industrial parks, data centers and power plants providing electricity to digital currency miners. The effect of the China ban was a movement of those miners and their hashrates out of China and into other countries. The United Kingdom's Financial Conduct Authority published final rules in October 2020 banning the sale of derivatives and exchange traded notes that reference certain types of digital currencies, contending that they are "ill-suited" to retail investors citing extreme volatility, valuation challenges and association with financial crime.

Foreign laws, regulations or directives may conflict with those of the jurisdiction we operate in and may negatively impact the acceptance of one or more digital assets by users, merchants and service providers and may therefore impede the growth or sustainability of the digital asset economy in the European Union, China, Japan, Russia and the

United States and globally, or otherwise negatively affect the value of digital assets that we invest in. The effect of any future regulatory change on our business or the digital assets that we invest in is impossible to predict, but such change could be substantial and adverse to our investment and trading strategies, the value of our assets and our investment value.

19. Equity

(a) Authorized

Unlimited common shares without par value

Unlimited preferred shares without par value

(b) Issued and fully paid common shares

During the year ended March 31, 2025, the Company:

On August 17, 2023, the Company entered into an equity distribution agreement ("August 2023 Equity Distribution Agreement"). Under the August 2023 Equity Distribution Agreement, the Company may, from time to time, sell up to $90 million of common shares in the capital of the Company (the "August 2023 ATM Equity Program").

The Company issued 12,534,457 common shares (the "August 2023 ATM Shares") pursuant to the August 2023 ATM Equity Program for gross proceeds of $37.4 million. The August 2023 ATM shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$4.08. Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.1 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $2K in fees related to its August 2023 ATM Equity Program. The August 2023 Equity Distribution Agreement was terminated as of July 8, 2024.

On October 3, 2024, the Company entered into an equity distribution agreement ("October 2024 Equity Distribution Agreement"). Under the October 2024 Equity Distribution Agreement, the Company may, from time to time, sell up to $200 million of common shares in the capital of the Company (the "October 2024 ATM Equity Program").

The Company issued 46,573,934 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $154.9 million. The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of $3.33 (C$4.71) Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $4 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement. In addition, the Company incurred $0.5 million in fees related to its October 2024 ATM Equity Program.

Issued 326,644 common shares upon the exercise of restricted share units (Note 20(b)).

Issued 100,000 common shares for proceeds of $101 pursuant to the exercise of 100,000 options at a price of $1.09 per stock option (Note 20(a)).

During the year ended March 31, 2024, the Company:

On May 10, 2023, the Company entered into an equity distribution agreement ("May 2023 Equity Distribution Agreement"). Under the May 2023 Equity Distribution Agreement, the Company may, from time to time, sell up to $100 million of common shares in the capital of the Company (the "May 2023 ATM Equity Program").

The Company issued 1,374,700 common shares (the "May 2023 ATM Shares") pursuant to the May 2023 ATM Equity Program for gross proceeds of C$9.0 million ($6.8 million). The May 2023 ATM shares were sold at prevailing market prices, for an average price per May 2023 ATM Share of C$6.55. Pursuant to the May 2023 Equity Distribution Agreement, a cash commission of $0.2 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the May 2023 Equity Distribution Agreement. In addition, the Company incurred $162 in fees related to its May 2023 ATM Equity Program. The May 2023 Equity Distribution Agreement was terminated as of August 16, 2023.

On August 17, 2023, the Company entered into an equity distribution agreement ("August 2023 Equity Distribution Agreement"). Under the August 2023 Equity Distribution Agreement, the Company may, from

19. Equity (continued)

time to time, sell up to $90 million of common shares in the capital of the Company (the "August 2023 ATM Equity Program").

The Company issued 13,612,024 common shares (the "August 2023 ATM Shares") pursuant to the August 2023 ATM Equity Program for gross proceeds of C$71 million ($52.7 million). The August 2023 ATM shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$5.22. Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.6 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $316 in fees related to its August 2023 ATM Equity Program.

On November 29, 2023, the Company issued 345,566 common shares in connection with acquisition of assets (Note 4).

On February 2, 2024, the Company issued 5,750,000 common shares in connection with the 2023 Special Warrants (Note 12).

Issued 802,650 common shares upon the exercise of restricted share units (Note 20(b)). An amount of $2.6 million was reallocated from reserves to share capital in connection with the vesting of these restricted share-units.

Issued 22,500 common shares for proceeds of C$127 ($96) pursuant to the exercise of 22,500 options at a price of C$5.66 per option. An amount of $0.1 million was reallocated from reserves to share capital in connection with the exercise of these stock options.

Following is a summary of changes in warrants outstanding for the year ended March 31, 2025:

	Warrants outstanding			Weighted average exercise price

Balance, March 31, 2022 and 2023	3,573,727		$	22.92
Granted	3,220,000			5.89
Expired	(1,550,000	)		13.69
Balance, March 31, 2024	5,243,727		$	15.20

Reclassified to warrant liability	(5,243,727	)		(15.20	)
Balance, March 31, 2025	-		$	-

20. Stock-based compensation

Stock-based compensation expense was comprised of the following for the years ended:

		2025		2024

Stock options	$	267	$	3,791
RSUs		10,621		3,458
Total	$	10,888		7,249

20. Stock-based compensation (continued)

Transactions during the year ended March 31, 2025:

On July 18, 2024, the Company granted 2,491,000 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$5.00 per share and vesting on July 18, 2025.

On November 5, 2024, the Company granted 2,442,000 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$5.06 per share. Of these RSUs granted, 2,142,000 vest 50 percent after twelve months from the grant date, with the remaining 50 percent vesting in equal installments every three months over the following twelve months. The remaining 300,000 RSUs vest in three equal installments, every twelve months, over three years.

On February 14, 2025, the Company granted 1,117,000 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$4.01 per share and vesting on February 14, 2026.

Transactions during the year ended March 31, 2024:

On July 6, 2023 granted 620,000 stock options to employees and officers with an exercise price of C$6.86 per share and an expiry date of July 6, 2028, which fully vested on July 24, 2023.

On January 5, 2024 granted 241,976 RSUs to employees and officers with a fair value of C$5.56 per share that vest fully after a 12 month period.

On January 12, 2024 granted 16,000 RSUs to an officer with a fair value of C$4.84 per share that vest fully after a 12 month period.

(a) Stock options

The Company has established a rolling Stock Option Plan (the "Plan"). Under the Plan, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. The maximum term of each option shall not be greater than 10 years. The exercise price of each option shall not be less than the market price of the Company's shares at the date of grant. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than a quarter of such options vesting in any 3-month period. All other options vest at the discretion of the Board of Directors.

On April 1, 2024 the Company modified the exercise price from Canadian dollars to United States dollars of stock options that were held by employees in the United States of America and in Europe. The modification resulted in $nil additional stock based compensation expense.

Following is a summary of changes in stock options outstanding for the year ended March 31, 2025 for stock option with a CAD exercise price:

	Outstanding			Weighted average exercise price - CAD

Balance, March 31, 2023	3,073,415		$	6.20
Granted	620,000			6.86
Expired	(2,400	)		6.09
Forfeited	(202,600	)		24.75
Exercised	(22,500	)		5.66
Balance, March 31, 2024	3,465,915		$	5.24

Change in exercise price	(1,605,015	)		(3.32	)
Expired	-			-
Exercised	-			-
Balance, March 31, 2025	1,860,900		$	5.24

20. Stock-based compensation (continued)

Following is a summary of changes in stock options outstanding for the year ended March 31, 2025 for stock option with a USD exercise price:

		Outstanding			Weighted average exercise price - USD

Balance, March 31, 2024	$	-		$	-
Change in exercise price		1,605,015			2.62
Expired		(54,615	)		(7.75	)
Forfeited		(100,000	)		(1.09	)
Balance, March 31, 2025	$	1,450,400		$	2.53

The stock options outstanding and exercisable with CAD exercise price as at March 31, 2025, are as follows:

Outstanding	Exercisable		Exercise price - CAD	Expiry date

2,000	2,000	$	15.70	February 11. 2026
337,500	337,500		5.66	August 26, 2027
50,000	50,000		10.00	March 26, 2028
470,000	470,000		6.86	July 6, 2028
400,000	400,000		3.10	September 18, 2028
100,000	100,000		1.35	December 21, 2028
200,000	200,000		1.45	February 10, 2030
20,000	20,000		1.90	May 29, 2030
1,400	1,400		10.80	December 24, 2030
60,000	60,000		18.35	April 29, 2031
180,000	126,000		18.50	October 7, 2031
40,000	26,667		25.35	November 10, 2031
1,860,900	1,793,567

The stock options outstanding and exercisable with CAD exercise price as at March 31, 2025, are as follows:

Outstanding	Exercisable		Exercise price - USD	Expiry date

50,400	50,400	$	4.36	August 26, 2027
1,000,000	1,000,000		1.23	September 14, 2027
130,000	130,000		5.14	July 6, 2028
200,000	200,000		1.09	February 10, 2030
30,000	30,000		20.03	April 6, 2031
20,000	6,667		20.36	November 10, 2031
20,000	20,000		16.61	December 9, 2031
1,450,400	1,437,067

The following weighted average assumptions were used for the valuation of the stock options:

	2025	2024

Stock price (C$)	-	6.86
Risk-free interest rate	0.00%	4.00%
Expected life (years)	-	5.00
Annualized volatility	0%	131%
Dividend rate	0.00%	0.00%

20. Stock-based compensation (continued)

(b) Restricted share-units

The Company has established a Restricted Share Unit Plan (the "RSU Plan"). Under the RSU Plan, together with any other share compensation arrangement, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. Currently, the RSU Plan has a limit of 2 million shares, which is not rolling. The Board may in its own discretion, at any time, and from time to time, grant RSUs to any employee, director or consultant of the Company or its subsidiaries (collectively, "Eligible Person"), other than persons conducting investor relations activities, from time to time by the Board, subject to the limitations set forth in the RSU Plan. The Board may designate one or more performance periods under the RSU Plan. In respect of each designated performance period and subject to the terms of the RSU Plan, the Board may from time to time establish the grant date and grant to any Eligible Person one or more RSUs as the Board deems appropriate.

The fair value of restricted shares units (RSUs) is generally measured as the grant date price of the Company's share.

Following is a summary of changes in restricted share units outstanding for the year ended March 31, 2025:

		Outstanding

Balance, March 31, 2023	$	1,928,530
Granted		257,976
Cancelled		(3,000	)
Exercised		(802,650	)
Expired		(1,800	)
Balance, March 31, 2024	$	1,379,056

Granted		6,050,000
Exercised		(326,644	)
Balance, March 31, 2025	$	7,102,412

21. Loss per Share

Income per common share represents net income for the year divided by the weighted average number of common shares outstanding during the year.

Diluted income per share is calculated by dividing the applicable net income by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the year.

22. Finance Expense

Finance expenses were comprised of the following for the years ended:

	2025	2024

Interest and accretion on convertible loan	1,654	2,412
Interest on loans payable	422	399
Interest on term loan	214	213
Total	2,290	3,024

23. General and Administrative Expenses

General and administrative expenses were comprised of the following for the years ended:

		2025		2024

Management fees, salaries and wages	$	3,542	$	3,006
Marketing		2,157		1,298
Office, administration and regulatory		5,400		4,697
Professional fees, advisory and consulting		5,549		4,203
Total	$	16,648	$	13,204

24. Operating and maintenance costs

Operating and maintenance cost were comprised of the following for the years ended:

		2025		2024

Digital currency mining	$	82,041	$	73,570
High performance computing hosting		6,118		2,738
Total	$	88,159	$	76,308

25. Supplemental cash flow information

		2025		2024

Non-cash transactions:
Share consideration issued for acquisition	$	-	$	1,088
Recognition of ROU assets and lease liabilities	$	552	$	250
Reclassification of warrant liability from equity	$	5,112	$	-
Reclassification of derivative liability to equity	$	120	$	-

Interest paid		1,358		1,555
Income taxes paid		1,387		687

26. Fair value measurements

The fair values of investments were measured using the cost, market or income approaches. The investments measured at fair value are classified into one of the three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values, with the designation based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are:

Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3 Inputs: Unobservable inputs for the asset or liability (Unobservable inputs reflect management's assumptions on how market participants would price the asset or liability based on the information available).

Valuation of Assets that use Level 2 Inputs ("Level 2 Assets"). The fair value of Level 2 Assets would use the quoted price from the exchanges which the Company most frequently uses, with no adjustment.

At the year end the Company classified its financial assets into the following levels:

		As at March 31, 2025						As at March 31, 2024
Assets		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash		-		23,226				-		9,678		-
(i) Digital currencies (Note 7)	$	-	$	181,146	$	-	$	-	$	161,645	$	-
(ii) Investments (Note 5)		21,016		-		429		5,356		-		576
Derivative asset (Note 7)		-		-		1,300		-		-		-
	$	21,016	$	204,372	$	1,729	$	5,356	$	171,323	$	1,618

Liabilities
Warrant liability	$	-	$	-	$	716	$	-	$	-	$	-
Convertible loan-derivative component		-		-		-		-		-		120
	$	-	$	-	$	716	$	-	$	-	$	120

(i) The fair value of the Company's digital assets are determined by the price at 12:00 AM CET, per coinbase.com.

(ii) The Company's investments classified as level 3 fair value measurements consist of investments in preferred stock, convertible notes and common stock. For the Company's common stock investments:

Various Black Scholes models were utilized; and
A prior transaction approach was used for others; some adjusted.

26. Fair value measurements (continued)

A verified prior transaction is initially given 100% weighting in a fair value conclusion (if completed at arm's length), but subsequently such weighting is adjusted based on the merits of newly observed data. As a result, in the absence of disconfirming data, an unadjusted prior transaction price may not be considered "stale" for months or, in some cases, years.

Level 3 Continuity

The following is a reconciliation of Level 3 assets and liabilities:

Level 3 Continuity		Fair value at March 31, 2025			Fair value at March 31, 2024
Investments
Balance, at April 1	$	576		$	350
Transfer to Level 1		(133	)
Additions					250
Foreign exchange		(2	)		(23	)
Change in fair value		(12	)		(1	)
Balance, at March 31	$	429		$	576

Derivative asset
Balance, at April 1	$	-		$	-
Additions		2,000			-
Change in fair value		(700	)		-
Balance, at March 31	$	1,300		$	-

Warrant liability
Balance, at April 1	$	-		$	-
Additions - reclassification from equity		5,112			-
Change in fair value		(4,352	)		-
Balance, at March 31	$	760		$	-

27. Digital Currency and Risk Management

Digital currencies are measured using Level 2 inputs

Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its coin sales or future mining of digital currencies.

Digital currencies have a limited history and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company's digital currencies currently mainly consist of Bitcoin. The table below shows the impact for every 5% variance in the price of Bitcoin on the Company's earnings before tax, based on the closing price at March 31, 2025.

		Impact of 5% variance in price
Bitcoin	$	9,037

For the security of its digital currencies, the Company uses the services of two institutions through custodial agreements, one located in Liechtenstein and another in the United States.

28. Segmented Information

The Company's CODM is its President and CEO. The Company operates in one segment, with two revenue streams being the mining and sale of digital currencies and high-performance computing hosting. The Company uses net income as measures of profit or loss on a consolidated basis in making decisions regarding resource allocation and performance assessment. Additionally, the Company's CODM regularly reviews the Company's expenses on a consolidated basis. The financial metrics used by the CODM help make key operating decisions, such as determination of digital asset purchases and significant acquisitions and allocation of budget between cost of revenue and general and administrative expenses.

External revenues are attributed by geographical location, based on the country from which services are provided.

March 31, 2025

Canada

Sweden

Paraguay

Iceland

Switzerland

Bermuda

Total

Revenue from digital currency mining

105,236

High performance computing hosting

10,043

115,279

March 31, 2024		Canada		Sweden		Paraguay		Iceland		Switzerland		Bermuda		Total

Revenue from digital currency mining	$	-	$	-	$	-	$	-	$	-	$	111,044	$	111,044
High performance computing hosting		-		-		-		-		-		3,421		3,421
	$	-	$	-	$	-	$	-	$	-	$	114,465	$	114,465

The Company's plant and equipment are located in the following jurisdictions:

March 31, 2025		Canada		Sweden		Paraguay		Iceland		Switzerland		Bermuda		Total

Plant and equipment	$	101,311	$	25,953	$	75,581	$	-	$	-	$	3	$	202,848
ROU asset		1,837		3,661		-		-		-		48		5,546
	$	103,148	$	29,614	$	75,581	$	8	$	-	$	51	$	208,394

March 31, 2024		Canada		Sweden	Paraguay		Iceland		Switzerland		Bermuda		Total

Plant and equipment	$	74,425	$	19,529	-	$	1,367	$	-	$	35	$	95,356
ROU asset		3,552		3,946	-		-		-		90		7,588
	$	77,977	$	23,475	-	$	1,367	$	-	$	125	$	102,944

29. Subsequent Events

Subsequent to the year ended March 31, 2025, the Company entered into an amended and restated equity distribution agreement (the "Amended Equity Distribution Agreement") among Keefe, Bruyette & Woods, Inc., Stifel Nicolaus Canada Inc., Canaccord Genuity, Roth Canada, Inc., B. Riley Securities, Inc., and Northland Securities, Inc. (collectively, the "Agents"). The Amended Equity Distribution Agreement restates and supersedes the previous equity distribution agreement (the "October 2024 Agreement"), among the Company and the Agents, pursuant to which the Company sold common shares of the Company (the "Common Shares") for aggregate proceeds of US$180.8 million. Pursuant to the Amended Equity Distribution Agreement, the Company may sell up to US$119.2 million of Common Shares (the "ATM Program").

Subsequent to the year ended March 31, 2025, the Company issued 35,039,119 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $64.5 million. The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of $1.84 (C$2.54). Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $0 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement.

On April 17, 2025, the Company granted 2,797,000 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$2.05 per share and vesting on April 17, 2026.

On April 21, 2025, the Company received a covenant amendment from its lender in relation to the Atlantic Term Loans maintained by HIVE Atlantic Datacentres Ltd. As part of this modification, the lender formally withdrew the following financial covenants:

A minimum working capital ratio of 1.20:1
A maximum long-term debt to tangible net worth ratio of 2.00:1

The following covenant remains in effect and must be maintained at all times:

A minimum debt service coverage ratio to EBITDA of 1.50:1

As at March 31, 2025, HIVE Atlantic Datacentres Ltd. was in compliance with the required debt service coverage ratio covenant.

Subsequent to March 31, 2025, the Company paid the remaining balance owing to ANDE for its deposit on the power purchase agreement.

Subsequent to the year ended March 31, 2025, the Company issued 600,000 common shares for total proceeds of $735 pursuant to the exercise of 500,000 options at a price of $1.25 per stock option and 100,000 options at a price of $1.10 per stock option.

The following discussion is management's assessment and analysis of the results of operations, cash flows and financial condition of HIVE Digital Technologies Ltd. ("HIVE" or the "Company") on a consolidated basis for the three months and year ended March 31, 2025, and should be read in conjunction with the accompanying audited consolidated financial statements and related notes for the year ended March 31, 2025.

These documents and additional information regarding the business of the Company are available on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca, the Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system maintained by the Securities and Exchange Commission (the "SEC") at www.sec.gov/EDGAR and the Company's website at www.hivedigitaltechnologies.com. For the year ended March 31, 2025, the Company transitioned its financial reporting framework from International Financial Reporting Standards ("IFRS") to the generally accepted accounting principles in the United States of America ("GAAP"). The transitionary date is April 1, 2023 which represents the opening balance sheet for the comparative period. The preparation of financial data is in accordance with generally accepted accounting principles in the United States of America ("GAAP") as issued by the Financial Accounting Standards Board ("FASB") and all figures are reported in thousands ("000's") of United States dollars unless otherwise indicated.

This Management's Discussion & Analysis contains information up to and including June 25, 2025.

HIVE Digital Technologies Ltd. is a growth-oriented company listed on the TSX Venture Exchange ("TSXV"), the NASDAQ Capital Markets Exchange ("NASDAQ") and on the Open Market of the Frankfurt Stock Exchange. Our primary business is operating data centers, the computing power of which is used for high performance computing ("HPC") and generating hashrate which is sold to mining pools and then used for the "mining of cryptocurrencies".

HIVE operates "green" energy-powered data center facilities in Canada, Sweden, and Paraguay. Our references to "green" energy are to our energy supply agreements with producers of hydroelectric power in Canada, Sweden and Paraguay, and previously, hosting agreements with suppliers in Iceland where the hosting facilities are powered by hydroelectric or geothermal power. One of our key objectives in locating our facilities where they are is to avoid using energy derived from fossil fuels. Our facilities are connected to local power grids that are controlled by local authorities. As a result, we do not control the sourcing of our power, which may include energy from any source on the grid. However, the close proximity of our facilities to hydroelectric and previously geothermal based power generating plants, makes it highly probable that most or all of the energy we use for our data centers is coming from those hydroelectric and geothermal plants, which is the basis for our saying that our operations are "green."

The following table summarizes the operational hashrate of each of the Company's major data centers together with its average operational power consumption and power capacity available to each such data center, as of May 31, 2025.

* Data center used for HPC / AI compute only.
** Includes approximately 162 PH/s of BTC equivalent hashrate.

Currently, the majority of our data center power is being utilized by HIVE to hashrate which is sold to mining pools who then utilize the hashrate for the mining of Bitcoin. The mining pools acquire the hashrate from HIVE based on an FPPS payout model. We retain our Bitcoin in segregated, secure storage wallets with Fireblocks Inc. ("Fireblocks"), a third-party provider that specializes in secure crypto storage. See "DIGITAL CURRENCY AND RISK MANAGEMENT" below. We have not pledged or staked our Bitcoin assets as collateral against debt or other obligations of any kind. Our Bitcoin is not stored on any exchange. Our Bitcoin is never "staked" for mining purposes (see definition of "Proof-of-Stake" below) or loaned to any third party.

The Company recognizes the majority of its revenue from the provision of hashrate services, where the company generates hashrate and sells said hashrate to mining pools which utilise the hashrate for their purposes while paying out HIVE based on an FPPS model, for which the Company receives digital currencies and records them at their fair value on the date received. The Company's revenue is being diversified through our expansion into data center operations, which support HPC and artificial intelligence ("AI") based applications.

On July 12, 2023, the Company changed its name from HIVE Blockchain Technologies Ltd. to HIVE Digital Technologies Ltd. The change represents HIVE's evolving focus on revenue opportunities made possible by HIVE's large inventory of Nvidia Graphics Processing Unit ("GPU") cards in combination with emerging technologies, including AI, machine learning, advanced data analysis and HPC.

HIVE maintains a strong presence in Bitcoin mining through the generation and sale of its hashrate as a service; however, going forward, HIVE will diversify its business by utilizing its Nvidia GPU-based cards to build high-performance computing clusters with Supermicro and Dell servers, which can provide computational power on scale, particularly for AI compute applications. In addition, the Company is branching out into the rental of GPU server clusters via marketplace aggregators, direct contracts and is developing new cloud service offerings. This cloud service is designed to offer to users a selection of options to access computing resources ranging from a virtual instance of a single GPU, to a "bare-metal" server equipped with clusters of multiple GPU servers. The term, "bare metal" refers to instances where a user rents a physical machine from our facility that is not shared with any other tenants. Bare metal servers provide the high-performance capabilities of dedicated hardware combined with the flexibility and scalability of a cloud service. Pricing will be based upon the level of computing power accessed. Marketing for the cloud services is expected to be directed institutions, start-ups, small and medium-sized businesses and enterprises as an efficient and cost-effective alternative, offering potential substantial savings in comparison to other major hyperscale cloud service providers.

¹Non-GAAP measure. A reconciliation to its nearest GAAP measures is provided under "Reconciliations of Non-GAAP Financial Performance Measures" below.

The Company is a reporting issuer in each of the Provinces and Territories of Canada and under the Securities Exchange Act of 1934 in the United States. The Company's shares are listed for trading on the TSXV, under the symbol "HIVE.V", as well as on the NASDAQ Capital Markets Exchange under "HIVE" and on the Open Market of the Frankfurt Stock Exchange under the symbol "YO0.F". The Company's head office is located at Suite 128, 7900 Callaghan Road, San Antonio, Texas, 78229, United States of America, and its registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3, Canada.

The Bitcoin protocol is such that every 210,000 blocks, the mining rewards are cut in half (a "Halving"). The most recent Halving occurred on April 20, 2024, with the block rewards reduced from 6.25 BTC to 3.125 BTC. The Company will continue to make opportunistic investments to upgrade its ASICs and infrastructure, to improve its fleet efficiency and to maximise hashrate. In addition to our cryptocurrency mining operations, the Company has continued its efforts to expand its facilities to offer HPC services to companies in the gaming, artificial intelligence and graphics rendering industries.

On January 2, 2024, the Company mutually agreed to the early termination of its service agreement for its facility in Blonduos Iceland.

On November 1, 2024, the Company executed an early termination of its service agreement for its facility in Keflavik, Iceland. The service agreement was due to expire in May 2025, based on a 3-year term. Older generation ASICs were operating here and were approaching the end of their economic life cycle. Instead of upgrading to new generation ASICs, the preferred option was to conclude the service agreement. This culminates the Company's operations in Iceland, and simplifies the Company's global portfolio with operations in Canada, Sweden, and Paraguay, which provides the Company with a lower $/KWHR operating costs compared to Iceland, and investments in new generation ASICs with lower J/TH and thus lower cost of Bitcoin production, which will allow longer economic lifecycles for the ASICs to generate profit margins from mining, in data centers on lands wholly owned by HIVE.

On November 10, 2024, the Company announced the purchase of 6,500 Canaan Avalon 1566 miners with 185 TH/s per unit and 18.5 J/TH efficiency. On November 20, 2024, the Company announced the purchase of 5,000 Canaan Avalon 1566 miners with 194 TH/s and 18.5 J/TH efficiency. All 11,500 units have been installed as of the date of this report.

On January 27, 2025, the Company announced its plans to expand its global hash rate capacity to over 25 exahashes per second ("EH/s"). This growth will be driven primarily by the expansion of operations in Paraguay, as well as ongoing upgrades to our existing data center fleet.

On March 17, 2025, the Company announced it closed the acquisition of the 200-megawatt ("MW") hydroelectric facility located in Yguazú. This facility forms the core of the first two development phases that are expected to support an additional 12.5 EH/s of operating capacity.

Phase 1 of the development, comprising approximately 6 EH/s of capacity, commenced operations in early April 2025 and was fully energized by mid-May 2025.

Phase 2, supporting a further 6.5 EH/s, is currently under construction and on track for completion by August 31, 2025.

A third phase is underway at the 100-megawatt site in Valenzuela, Paraguay. This site is expected to contribute the remaining capacity necessary to achieve the 25 EH/s target by calendar Q4 2025. The Company's overall fleet efficiency is expected to be reduced to 17.5 J/TH.

These developments are central to HIVE's strategic commitment to fostering scalable, energy-efficient operations in regions that offer low-cost energy advantages. Management believe these advancements will drive significant value for our investors as we continue to optimize our operations and expand our presence in the Bitcoin mining landscape.

As of the date hereof, the Company has successfully commenced operations at its new Yguazú facility in Paraguay, representing a key milestone in HIVE’s ongoing strategic expansion initiatives.

The Company has continued to develop and expand its HPC business, which implements the Company's fleet of GPUs in enterprise grade CPU servers, operating in Tier 3 data centers. These GPUs operate with redundancy and are utilized for rental on GPU on-demand marketplace aggregators, where end users are typically performing Large Language Model ("LLM") computations, such as modeling, inference and fine-tuning. The Company's fleet of GPUs used for this purpose include the NVIDIA A4000 with 16GB of vRAM, the NVIDIA A5000 with 24GB of vRAM, NVIDIA A40 with 48GB of vRAM, and NVIDIA H100 GPUs. Currently the Company has operations in a Tier 3 data center in Montreal, Canada and Stockholm Sweden, where approximately 4,000 GPUs are operating.

The Company has made best efforts to mitigate its exposure to high or unstable energy prices in Europe. Notwithstanding those efforts, there is no assurance that this risk can be mitigated. With respect to the Company's operations in Sweden, the increased energy prices across Europe resulting from the Russian invasion of Ukraine have been buffered partially by the Company having forward energy agreements for the purchase of electricity. These energy hedging contracts allow HIVE to purchase a fixed quantity of power measured in MW, for a fixed period of time months. As a result, if the index spot price increases, HIVE can rely on a previously agreed upon fixed energy price to continue operations. Furthermore, HIVE monitors the hashrate economics of its operations to determine our earnings from digital asset mining measured in dollars per megawatt-hour ("MWHR"). Under certain circumstances, it may be more profitable for HIVE to sell its energy rights back to the grid (since HIVE receives the proceeds of energy sold at index spot pricing, with the cost being the fixed price from the energy hedged contract). Under such circumstances, HIVE may elect to sell its energy rights instead of mining digital assets. Our owned and leased Swedish data centers utilize approximately 43.5 MW of renewable hydroelectric energy, which represents approximately 12% of our global overall capacity of hydroelectric energy.

Bitcoin Mining Industry Revenues of U.S. dollars per Day for each 1 Terahash per second of computing power for the 24-month period from April 2023 to March 2025:

The Bitcoin Halving occurred in April 2024, and the Company saw a marked decrease in hash price from the $100-120 per PH/s per day range, to the $40 to $60 per PH/s per day range. During October 2024, the hashprice reached a low of $38 per PH/s per day, and a peak of approximately $73 per PH/s per day in early February 2025. Broadly however, hashprice has been range bound between $40 to $60 per PH/s per day since Jan 2025; in this time the Company has seen Bitcoin rally to an all-time high of $111,700 and also a network Difficulty all-time high of 126T. With the advent of new generation ASICs, like the Bitmain S21+ Antminer, mining economics at the operational level allow, for example an ASIC with 16.5 J/TH efficiency to produce $0.13/KWHR in revenue at a $52 per PH/s per day hashprice (Bitcoin at $105,000 and Difficulty at 126T), which are mining economics as of June 2025.

The average monthly Bitcoin market data from April 2024 to March 2025 was as follows:

The average monthly Bitcoin market data from April 2023 to March 2024 was as follows:

For reference, the following chart shows Bitcoin price vs Bitcoin miners' revenues (in Bitcoin block rewards and transaction fees) vs block difficulty* for the 24-month period from April 2023 to March 2025:

* Block Difficulty - A relative measure of how difficult it is to find a new block. The difficulty is adjusted periodically as a function of how much hashing power has been deployed by the network of miners.

The block reward is how new Bitcoin is "minted" or brought into the economy. These rewards, which started at 50 Bitcoin at inception of the network in 2009, halve every 210,000 blocks, with the Halving that occurred on May 11, 2020 (the "2020 Halving"), resulting in a reward of 6.25 Bitcoin per block vs 12.5 Bitcoin per block immediately prior to the 2020 Halving. The Halving which reduced the reward to 3.125 Bitcoin per block from 6.25 Bitcoin per block occurred on April 20, 2024. The next Halving currently is projected to occur in April 2028, and will reduce the block reward at that time to 1.5625 Bitcoin per block.

As a result of the April 20, 2024 Halving event, the total number of Bitcoins available to miners per day were reduced from 900 to 450 per day.

Both the regulatory and tax landscape for digital companies is evolving. The changing regulatory landscape applies to sectors that are based on blockchain, distributed ledgers, technology and the mining, use, sale and holding of tokens, or digital currencies, and the blockchain technology networks that support them.

Operating in an emerging industry, the Company must adapt to significant changes in regulatory, tax and industry rules and guidelines and obtain regulatory and tax advice from external global experts. In addition, regulations and the rules, rates, interpretations, and practices related to taxes, including consumption taxes such as value added taxes ("VAT"), are constantly changing.

The Company's headquarters are in San Antonio, Texas, United States, and its registered office is in Vancouver, British Columbia, Canada. As such the Company is subject to the jurisdiction of the laws of the State of Texas, the Province of British Columbia and the federal laws of the United States and Canada. The Company manages its data centers and trading operations from Bermuda in order to simplify tax expectations.

The Company also has assets in Sweden and Paraguay and is subject to changes in political conditions and regulations within these markets. Changes, if any, in policies or shifts in political attitude could adversely affect the Company's operations or profitability. See "Energy Risks in Europe" above.

Operations may be affected in varying degrees by government regulations and decisions with respect to, but not limited to, restrictions on price controls, currency remittance, income and consumption taxes, foreign investment, maintenance of claims, environmental legislation, land use, electricity use and safety. Additionally, cryptocurrency prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond the Company's control, including hacking, demand, inflation, expectations with respect to the rate of inflation, and global or regional political or economic events.

On-going and future regulatory or tax changes, actions or decisions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company's operations. The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine is impossible to predict, but such change could be substantial and adverse.

For example, governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation or prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company's common shares. Such a restriction could result in the Company needing to liquidate its cryptocurrency inventory at unfavorable prices and may adversely affect the Company's shareholders.

The Company believes the present attitude towards blockchain technology, and the digital currency mining industry is increasingly unfavourable in many countries, but conditions may change. Operations may be affected in varying degrees by government regulation with respect to restrictions on production, price controls, export controls, foreign exchange controls, income and other taxes, and environmental legislation.

The Company's wholly owned subsidiaries located in Sweden (Bikupa Datacenter AB ("Bikupa") and Bikupa Datacenter 2 AB ("Bikupa 2")) received decision notice of assessments ("the decision(s)"), on December 28, 2022, December 21, 2023, December 22, 2023, May 28, 2024, October 14 & 16, 2024, March 18, 2025 for Bikupa and February 14, 2023, and December 21, 2023, June 14, 2024, September 11 & 23, 2024 and March 21, 2025 for Bikupa 2 respectively, from the Swedish Tax Authority in connection with the application of VAT and its ability to recover input VAT against certain equipment and other charges in a total amount of Swedish Krona ("SEK") 607.3 million or approximately $60.4 million. The assessments covered the period December 2020 to July 2024 for Bikupa, and the period April 2021 to July 2024 for Bikupa 2, expressing the intent to reject the recovery of all the VAT for the periods under assessment.

The Company filed a formal appeal in connection with the December 28, 2022 Bikupa decision on February 9, 2023; however, there can be no guarantee that the Company will achieve a favourable outcome in its appeal. A formal appeal for Bikupa 2 in relation to the February 14, 2023 decision was filed on March 10, 2023 by the Company. The Company has engaged an independent legal firm and independent audit firm in Sweden that have expertise in these matters to assist in the appeal process. The Company does not believe that the decisions have merit because in our opinion and those of our independent advisors, the decisions are not compatible with the current applicable law and therefore the amount claimed to be owed by the Company is not probable. According to general principles regarding the placement of the burden of proof, it is up to the Swedish Tax Agency to provide sufficient evidence in support of its decisions. In our opinion, the Swedish Tax Agency has not substantiated their claim. We are not aware of any precedent cases, authoritative literature, or other statements that support the Swedish Tax Agency's position. The cases are currently in the County Administrative Court.

It is not yet known when these disputes will be resolved; the due process following appeals and the court ruling could extend well beyond a year. Furthermore, given that the industry is rapidly developing, there can be no guarantee that changes to the laws or policies of Sweden will not have a negative impact on the Company's tax position with respect to the eligibility of the claimed VAT.

If the Company is unsuccessful in its appeals, the full amount could be payable including other items such as penalties and interest that may continue to accrue. The Company will continue to assess these matters.

In the spring budget of 2023, the Swedish Parliament abolished the reduced energy tax for data centers, effective as of July 1, 2023. As a result of this decision, the Company's cost of energy at its HIVE Sweden facilities has increased by approximately 0.30 SEK per kWh. Prior to the effective date of the abolishment of the energy tax reduction, HIVE's cost of energy at the HIVE Sweden facilities was approximately 0.30 to 0.50 SEK (USD $0.03 to USD $0.05) per kWh. Revenues from HIVE's operations at these facilities typically ranges from 0.80 to 1.00 SEK (USD $0.07 to USD $0.09) per kWh. The HIVE Sweden facilities currently represents approximately 20% of the Company's global production of Bitcoin per day. Even with this change, we feel that the HIVE Sweden facilities undertook positive actions to reduce the negative impact through the supplemental power pricing arrangement that was entered into in order to fix prices for electricity consumption at attractive prices. The HIVE Sweden facilities have secured between 21 MW and 46 MW at an average price of approximately 0.23 SEK (USD $0.02) per kWh for the remainder of calendar year 2025, and 8.5 MW at an average price of 0,23 (USD $0.02) SEK per KWh for the calendar year 2026. The Company has been exploring and will continue to explore strategies for minimizing the impact.

On February 4, 2022, the Canadian Department of Finance released for public comment a set of draft legislative proposals to implement certain tax measures. These tax measures include restricting the ability of cryptocurrency mining companies to claim back the consumption taxes they incur on purchases of goods and services made in Canada and imports into Canada. The Company expects that the restriction on the Company's ability to claim back its consumption taxes, namely the Goods and Services Tax and Harmonized Sales Tax, which apply at combined rates from 5% to 15% on the cost of goods and services, could significantly add to the Company's ongoing operating costs and the costs of its capital expenditures and imports into Canada. The measures obtained royal assent on June 22, 2023. The Company has recorded a provision during the year ended March 31, 2024 in the amount of $4.5 million, for our ability to claim back our consumption taxes. During the year ended March 31, 2025, an additional provision was recognized of $0.3 million and the Company recovered $0.8 million in relation to the provision of $4.5 million and reversed an additional $0.5 million of the same provision as a result of further examination of the sales tax provision amounts. The Company also received an assessment of $2.3 million for sales tax payable that is included in the provision as a result of a sales tax audit related to periods prior to the acquisition of 9376-9974 Quebec Inc. in 2021, and the recovered amount of $0.8 million has been applied against the sales tax payable. The Company will continue to work with our consultants and the Canadian authorities in resolving the disputed amounts.

Effective for the Fiscal Year ending March 31, 2025, Hive Digital Technologies Ltd. has transitioned its financial reporting framework from International Financial Reporting Standards (IFRS) to United States Generally Accepted Accounting Principles (US GAAP).

This change aligns the Company's accounting policies with the requirements applicable to entities listed or operating primarily in the U.S. market. As a result:

The transition enhances comparability with U.S.-listed peers, aligns with the Company's investor base, and supports future capital market initiatives. Management has implemented appropriate internal controls to ensure accurate and consistent application of the new accounting framework.

The Company announced on July 22, 2024 that it planned to develop a 100 MW hydroelectric data center near Valenzuela, Paraguay (the "HIVE Valenzuela Facility"). The Company has since entered into: (i) an engineering and construction agreement executed on September 26, 2024 between W3X S.A., being a wholly-owned subsidiary of the Company, and Rieder & CIA S.A.C.I., a company organized pursuant to the laws of Paraguay relating to high voltage infrastructure within the local utility's substation, bringing down the power to the HIVE Valenzuela Facility for which the contract value is approximately $3.8 million; and (ii) a purchase order from a hardware supplier for a total of 160 MVA substation components including transformers, miscellaneous electronic parts and components at an aggregate cost of $6.0 million.

On January 24, 2025 the Company entered into a binding letter of intent with Bitfarms Ltd. to acquire the Yguazú 200 MW hydro-powered Bitcoin mining facility in Paraguay which is under development (the "HIVE Yguazú Facility"). The Company's operational capacity in Paraguay will total 300 MW upon completion of this acquisition and will solidify its leadership as one of Latin America's largest Bitcoin mining operators.

The acquisition is valued at $56 million and includes ownership of a 240 MVA substation with 200 MW of capacity as well as all associated land and facilities.

• $31 million payable in equal installments over six months following closing.

In addition to this, HIVE assumed $19 million of PPA deposits to ANDE, the Paraguayan utility company, and assumed remaining construction completion costs. As of March 31, 2025, $3.3 million had been paid. The remaining amount was paid subsequent to year end.

On March 17, 2025, the Company announced it closed the acquisition of the 200-megawatt HIVE Yguazú Facility located in Yguazú, Paraguay.

On April 6, 2025, the Company announced the energization and commencement of operations at its new HIVE Yguazú Facility. This site represents a key component of the Company's multi-phase infrastructure expansion strategy.

Phase 1 includes the deployment of 100 MW of air-cooled ASIC miners. Since energization, the site has been scaling according to plan, and full commissioning is anticipated by June 2025. Upon completion, Phase 1 is expected to contribute approximately 5 EH/s to the Company's total Bitcoin mining capacity. This will bring the Company's total installed capacity to 11.5 EH/s, at an average efficiency of approximately 20 joules per terahash (J/TH).

Phase 2 will add an additional 100 MW of capacity at the HIVE Yguazú Facility. The Company will deploy Bitmain Hydro AntSpace containers equipped with Bitmain S21+ Hydro ASIC miners. Construction is currently progressing on schedule, with energization expected in June 2025 and full capacity anticipated by August 2025. Once complete, Phase 2 is projected to deliver an incremental 6.5 EH/s of hashrate. At this stage, the Company's total installed capacity is expected to reach approximately 18 EH/s, with a projected fleet efficiency of approximately 18.5 J/TH.

The third and final phase involves the addition of 100 MW of hydro-cooled capacity at the Company's Valenzuela Facility, utilizing the same Bitmain Hydro AntSpace and Bitmain S21+ Hydro miner configuration as Phase 2. Energization is currently scheduled for late August 2025, with full deployment expected by the end of the fourth quarter of 2025. Upon completion, Phase 3 is expected to contribute an additional 6.5 EH/s of hashrate, bringing the Company's total installed mining capacity to approximately 24.5 EH/s. Fleet-wide energy efficiency is expected to improve further to approximately 17.5 J/TH.

See Business Objectives and Milestones section under "USE OF PROCEEDS" for further details on expected facility site costs.

On November 29, 2023, the Company acquired a data center in Sweden ("Boden 2"). In consideration, the Company issued 345,566 common shares of the Company to the vendor, made a cash payment totalling $647 and $500 in holdback common shares payable that are included in accounts payable and accrued liabilities as at March 31, 2024 and the year ended March 31, 2025. The Company also incurred $141 in acquisition costs which were capitalized to the cost of the assets.

The $500 in holdback common shares payable shall be paid at the later of: (i) the six month anniversary of the closing date; and (ii) the date on which any claims made by the Company within six months of the closing date relating to a breach of warranty under the property transfer agreement have been finally settled, and shall be composed of such number of Common Shares equal to $500 less any amount payable by the Vendor to the Company in respect of such claim. As of the date of this document, the holdback common shares have not been paid out.

The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired and liabilities assumed as the date of the acquisition:

On January 28, 2025, the Company entered into a binding letter of intent with Backbone Hosting Solutions Inc. ("BHS") and Bitfarms Ltd. ("Bitfarms") to acquire Zunz S.A., which owns a bitcoin mining data center under construction in Yguazú, Paraguay designed for a total power capacity of up to 200 MW. The acquisition closed on March 17, 2025. In consideration, the Company paid $25 million cash up front and will pay the remaining purchase price of $31 million over six months. The consideration paid also includes transaction costs of $692 and cash advanced by the Company after January 28, 2025.

The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired and liabilities assumed as the date of the acquisition:

On March 7, 2022, the Company entered into a Supply Agreement with Intel Corporation for the purchase of its new generation of application specific integrated circuits ("ASICs") designed specifically for processing SHA-256 cryptographic hash functions and associated software, known as Intel's "Blockscale".

The Company has also entered into a manufacturing agreement with an original design manufacturer ("ODM") that has expertise in electronics manufacturing and experience manufacturing integrated systems for Intel. The ODM integrated Intel's Blockscale ASICs into an air-cooled Bitcoin mining system. The Company's engineering team drew on its expertise in hardware and software implementation and worked closely with Intel and the ODM partner on the systems integration. During the year ended March 31, 2024, the Company manufactured and received these ASIC miners and completed its Supply Agreement with Intel Corporation.

On January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the "Debentures"), for aggregate gross proceeds of $15 million with U.S. Global Investors, Inc. ("U.S. Global"). The Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global, but the transaction was exempt from the formal valuation and minority approval requirements in Multilateral Instrument 61-10 Protection of Minority Holders in Special Transactions, because the fair market value of the transaction did not exceed 25% of the Company's market capitalization.

The Debentures will mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures were issued at par, with each Debenture being redeemable by HIVE at any time, and convertible at the option of the holder into common shares (each, a "Share") in the capital of the Company at a conversion price of C$15.00 per Share. Interest is payable monthly, and principal is payable quarterly. In addition, U.S. Global was issued 5 million common share purchase warrants (the "January 2021 Warrants"). Each five whole January 2021 Warrants entitles U.S. Global to acquire one common Share at an exercise price of C$15.00 per Share for a period of three years from closing. On January 12, 2024, the January 2021 Warrants expired unexercised. The Company has been paying down this debt on a quarterly basis and the total outstanding amount as of the year ended March 31, 2025 is $2.3 million.

On May 10, 2023, the Company entered into an equity distribution agreement ("May 2023 Equity Distribution Agreement") with Stifel GMP and Canaccord Genuity Corp. Under the May 2023 Equity Distribution Agreement, the Company may, from time to time, sell up to $100 million of common shares in the capital of the Company (the "May 2023 ATM Equity Program"). The May 2023 Equity Distribution Agreement was terminated as of August 16, 2023.

For the year ended March 31, 2024, the Company issued 1,374,700 common shares (the "May 2023 ATM Shares") pursuant to the May 2023 ATM Equity Program for gross proceeds of C$9.0 million ($6.8 million). The May 2023 ATM Shares were sold at prevailing market prices, for an average price per May 2023 ATM Share of C$6.55. Pursuant to the May 2023 Equity Distribution Agreement, a cash commission of $0.2 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the May 2023 Equity Distribution Agreement. In addition, the Company incurred $162 in fees related to its May 2023 ATM Equity Program.

On August 17, 2023, the Company entered into an equity distribution agreement ("August 2023 Equity Distribution Agreement") with Stifel GMP and Canaccord Genuity Corp. Under the August 2023 Equity Distribution Agreement, the Company may, from time to time, sell up to $90 million of common shares in the capital of the Company (the "August 2023 ATM Equity Program").

For the year ended March 31, 2024, the Company issued 13,612,024 common shares (the "August 2023 ATM Shares") pursuant to the August 2023 ATM Equity Program for gross proceeds of C$71 million ($52.7 million). The August 2023 ATM Shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$5.22. Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.6 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $316 in fees related to its August 2023 ATM Equity Program.

For the year ended March 31, 2025, the Company issued 12,534,457 common shares (the "August 2023 ATM Shares") pursuant to the August 2023 ATM Equity Program for gross proceeds of C$51.1 million ($37.4 million). The August 2023 ATM shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$4.08. Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.1 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $2 in fees related to its August 2023 ATM Equity Program. The August 2023 Equity Distribution Agreement was terminated as of July 8, 2024.

On October 3, 2024, the Company entered into an equity distribution agreement ("October 2024 Equity Distribution Agreement"). Under the October 2024 Equity Distribution Agreement, the Company may, from time to time, sell up to $200 million of common shares in the capital of the Company (the "October 2024 ATM Equity Program").

The Company issued 46,573,974 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $154.9 million. The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of C$4.71. Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $4 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement. In addition, the Company incurred $0.5 million in fees related to its October 2024 ATM Equity Program.

The Company is using the net proceeds from the May 2023 Equity Distribution Agreement, the August 2023 Equity Distribution Agreement and the October 2024 Equity Distribution Agreement for the purchase of data center equipment, strategic investments including building BTC assets on our balance sheet and general working capital. HIVE ended the year ended March 31, 2025, with 2,201 BTC on its balance sheet.

On December 28, 2023, the Company completed a bought-deal financing of 5,750,000 special warrants of the Company (the "2023 Special Warrants") at a price of C$5.00 per 2023 Special Warrant for aggregate gross proceeds to the Company of C$28.8 million (the "Offering"). Each 2023 Special Warrant entitled the holder to receive without payment of additional consideration, one unit of the Company upon exercise consisting of one common share and one-half of common share purchase warrant.

In consideration of services, the Underwriters received a cash commission of C$1.7 million, and 345,000 broker warrants. Each broker warrant entitles the holder to acquire one common share of the Company at an exercise price of C$5.00 per broker warrant until December 28, 2026. The broker warrants were valued at $1.28 million using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.51%, an expected volatility of 100%, an expected life of 3 years, a forfeiture rate of zero; and an expected dividend of zero. The Company also incurred C$257 in professional and other fees associated with the 2023 Special Warrant financing.

The Company has used the net proceeds from the 2023 Special Warrants offering to support the growth of its Bitcoin mining footprint. Specifically, the Company used the net proceeds to fund the purchase of 7,000 S21 Antminer ASIC units announced on December 22, 2023 which were expected to expand the Company's Bitcoin mining capacity by 1.4 ExaHash. The Company allocated C$19.5 million from the net proceeds to this acquisition, which includes C$0.2 million for supplemental expenses (which includes an update or expansion of power-distribution units to support the 7,000 S21 Antminer ASICs). This resulted in an upgrade at the New Brunswick facility from the existing 38 J/TH miners to new 17 J/TH Bitmain S21 miners, which increased the Company's mining efficiency and improve the break-even cost of mining Bitcoin.

The following table sets forth the business objectives by the Company for the amount of proceeds from the Offering allocated to the objective, and an estimated completion date.

(1) As per the Company's press release dated December 22, 2023, the units were to be delivered over the period from January 2024 to June 1, 2024. As of the date of this report, the units have been delivered.

(2) The largest general working capital and overhead expenses for the Company are related to electricity and rent expenses at the Company's various facilities.

(3) Represents net proceeds of C$28.8 million less the Underwriters' Commission of C$1.7 million and estimated total expenses of C$0.2 million.

The total cost of the 7,000 S21 Antminer ASIC units was approximately $24.5 million. Accordingly, in addition to the gross proceeds raised under the offering, the Company paid approximately $10.0 million from the August 2023 ATM Equity Program towards the above-noted business objectives. As of the date of this report, the Company has fully funded the purchase of the 7,000 S21 units and all units have been delivered.

The remaining proceeds from the offering had been allocated for general working capital and overhead costs. As of the date of this report, all of the proceeds from the offering have been spent on the use of proceeds described above.

The Company previously raised aggregate gross proceeds of $3.9 million (C$5.2 million) pursuant to the 2022 ATM Equity Program; $6.8 million (C$9.0 million) pursuant to the May 2023 ATM Equity Program; $90.0 million (C$122.2 million) pursuant to the August 2023 ATM Equity Program; and, as of the date hereof, has raised $219.4 (C$308.6 million) pursuant to the October 2024 ATM Equity Program. The following chart summarizes the proceeds raised pursuant to these offerings, and the amount spent on the Company's various facilities during the time such offerings were active:

(1) Note that the use of proceeds per facility is not in exact alignment with the proceeds under the various at-the-market offerings, as the Company funds acquisitions through a number of methods, including private placements and operating revenues.

(2) Proceeds raised through shares distributed at-the-market qualified by a prospectus supplement dated September 2, 2022 to a short form base shelf prospectus dated January 4, 2022.

(3) Proceeds raised through shares distributed at-the-market qualified by a prospectus supplement dated May 3, 2023 to a short form base shelf prospectus dated May 1, 2023.

(4) Proceeds raised through shares distributed at-the-market qualified by an amended and restated prospectus supplement dated August 17, 2023 to a short form base shelf prospectus dated May 1, 2023.

(5) Proceeds raised through shares distributed at-the-market qualified by a prospectus supplement dated October 3, 2024 to a short form base shelf prospectus dated September 11, 2024.

The Company's business objectives are to increase shareholder value and continue its operations as one of the globally diversified publicly traded data center companies with a focus on digital asset mining and HPC, primarily powered by green energy. The Company's expectations are based on significant assumptions and are subject to significant risks.

The Company intends to use the available funds as set forth above based on budgets and consultations with the Board of Directors of the Company. However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary in order for the Company to achieve its overall business objectives. Management has, and will continue to have, the discretion to modify the allocation of the Company's available funds, including the net proceeds of the offering, if necessary. Investors are cautioned that the actual amount the Company spends in connection with each of the intended uses of the proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under "RISK AND UNCERTAINTIES" below.

The Company purchased an additional 248 Nvidia H100 GPUs installed in SuperMicro servers with InfiniBand, and also 504 Nvidia H200 GPUs installed in Super Micro servers with InfiniBand.

The Company currently operates approximately 4,300 Nvidia A-series GPUs (previously 4,650) since the Company found optimal configuration for certain AI application to have 8 GPUs per server for the Nvidia A40, instead of 10 GPUs per server for the A5000 and A4000. Overall, the Company still has 480 Supermicro Servers operating a total of 4,300 GPUs in Tier 3 data centers in Quebec and Stockholm. The Company has found growing demand for the A40 GPU, and thus the majority of the 480 SuperMicro servers now run 8 Nvidia A40 GPUs.

The Company for the year ended March 31, 2025 realized $10.0 million of revenue from the HPC business.

In total the Company is operating approximately 5,150 Nvidia GPUs as of this report date, primarily comprised of the 344 Nvidia H100 GPU, 504 Nvidia H200 GPUs and approximately 4,300 Nvidia A-series GPUs (A40s and A5000).

On May 27th, 2025, the Company announced it had reached $20M ARR target for the HPC business. The Company has realized peak daily revenue of $63,000 from the HPC business, which is approximately $23M ARR.

Since the Company uses a business-to-business model, it does not control the customer engagement and marketing of the marketplace platforms where the GPUs are rented, there can be fluctuations in the demand outside of the Company’s control. There are fixed costs associated with operating in a Tier 3 data center, and as such the operating margins can also vary if revenue drops, with certain fixed costs in place.

The Company previously noted it had elected to sell some A-Series GPUs which were not being used for HPC, to realize a positive return on investment from the sales price combined with the operating income of these GPU cards during their lifecycle. Accordingly, the Company has recorded a gain on the sale of equipment for the year ended March 31, 2025, on the sale of these GPU cards which were fully depreciated. The revenue generated from the operation of these GPU cards combined with the proceeds on sale, exceeded the original purchase price, and accordingly represent an accretive investment with a positive return on investment. The Company used these proceeds to purchase next generation Nvidia GPU hardware to expand towards its $20 million annualized revenue target for calendar H1 2025. On December 23, 2024, the Company announced the purchase of a 32 node HGX cluster of Nvidia H100 GPUs (totalling 248 GPUs) with Infiniband, and a 64 node HGX cluster of Nvidia H200 GPUs (totalling 504 GPUs) with Infiniband as well. The 31 node H100 cluster was expected to add approximately $4 million of revenue annually once fully rented to customers, and the H200 cluster is expected to add approximately $9 million of revenue annually once fully rented to customers. Thus, in addition to the previous run-rate revenue of $10 million (prior fiscal quarter of $2.5 million translates to $10 million of annualized HPC revenue), once fully deployed the Company expected HPC annualized revenues of approximately $23 million. Thus, in effect, since peak daily revenues of $63,000 were realized, the $23M million ARR target has been reached.

The following table sets forth the business objective and milestones contemplated by the amended and restated short form base shelf prospectus dated May 1, 2023, the progress of achieving these milestones, and a comparison of the actual costs spent against the estimated costs, other than those objective and milestones that the Company has previously announced or disclosed as having been completed or achieved.

(1) Note that there is considerable overlap between the goals of increasing efficiency, increasing hashrate, and acquiring new miners.

(1) Non-GAAP measure. A reconciliation to its nearest GAAP measures is provided under "Reconciliations of Non-GAAP Financial Performance Measures" below.

(2) Revaluation is calculated as the change in value (gain or loss) on the coin inventory. When coins are sold, the net difference between the proceeds and the carrying value of the digital currency (including the revaluation), is recorded as a gain (loss) on the sale of digital currencies.

RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2024

(1) Non-GAAP measure. A reconciliation to its nearest GAAP measures is provided under "Reconciliations of Non-GAAP Financial Performance Measures" below.

RESULTS FOR THE YEAR ENDED MARCH 31, 2025 COMPARED TO THE YEAR ENDED MARCH 31, 2024

The following tables summarize the Company's financial information for the last eight quarters in accordance with GAAP:

The Company commenced earning revenue from digital currency mining in mid-September 2017. The Company has been reliant on external financing to take advantage of growth opportunities while preserving its cryptocurrency assets. The Company's ability to continue as a going concern is dependent on the Company's ability to efficiently mine and liquidate digital currencies and its profitability in its HPC business revenue stream.

As at March 31, 2025, the Company had a working capital balance of $179.3 million (March 31, 2024 - $158.1 million) and has sufficient cash to fund its current operating and administrative costs.

The net change in the Company's cash position as at March 31, 2025 as compared to March 31, 2024 was an increase of $13.7 million as a result of the following cash flows:

As at March 31, 2025, the contractual maturities of financial and other liabilities, including estimated interest payments, are as follows:

The Company has never paid dividends. Payment of future dividends, if any, will be at the discretion of the Company's Board of Directors after taking into account many factors, including operating results, financial condition, and current and anticipated cash needs. All of the common shares in the capital of Company would be entitled to an equal share in any dividends declared and paid on a per share basis.

As of the date of this report, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

At March 31, 2025 and at the date of this report, the following securities were outstanding:

The Company has presented certain non-GAAP measures in this document. The Company believes that these measures, while not a substitute for measures of performance prepared in accordance with GAAP, provide investors an improved ability to evaluate the underlying performance of the Company. These measures do not have any standardized meaning prescribed under GAAP, and therefore may not be comparable to other issuers.

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, it is helpful to investors to use the gross operating margin to evaluate the Company's performance and its ability to generate cash flows and service debt. The gross operating margin is defined as total revenue less direct cash costs, being operating and maintenance costs and high performance computing service fees. Accordingly, this measure does not have a standard meaning and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

The following table provides illustration of the calculation of the gross operating margin for the last five quarters:

(1) As presented on the statements of (loss) income and comprehensive income (loss).

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, it is helpful to investors to use the gross mining margin to evaluate the Company's performance and its ability to generate cash flows and service debt. The gross mining margin is defined as revenue from digital currency mining less direct cash costs, being operating and maintenance costs related to these activities. Accordingly, this measure does not have a standard meaning and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Gross mining margin is directly impacted by Bitcoin price and Bitcoin network Difficulty (which are both publicly available statistics). The Difficulty is an integer value that is proportional to the number of hashes required to solve a block. Revenue is directly proportional to Bitcoin price, and inversely proportional to Difficulty.

The following table provides illustration of the calculation of the gross mining margin for the last five quarters:

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, it is helpful to investors to use the gross HPC margin to evaluate the Company's performance and its ability to generate cash flows and service debt for its HPC business. The gross HPC margin is defined as revenue from high performance computing hosting less direct cash costs, being operating and maintenance costs related to these activities and high performance computing service fees. Accordingly, this measure does not have a standard meaning and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

The following table provides illustration of the calculation of the gross HPC margin for the last five quarters:

The Company uses EBITDA and Adjusted EBITDA as a metric that is useful for assessing its operating performance on a cash basis before the impact of non-cash items and acquisition related activities.

EBITDA is net income or loss from operations, as reported in profit and loss, before finance income and expense, tax and depreciation and amortization.

Adjusted EBITDA is EBITDA adjusted for by removing other non-cash items, including share-based compensation, non-cash effect of the revaluation of digital currencies and one-time transactions.

The following table provides illustration of the calculation of EBITDA and Adjusted EBITDA for the last five quarters:

(1) As presented on the statements of (loss) income and comprehensive income (loss).

The Company entered into the following related party transactions not otherwise disclosed in these consolidated financial statements:

(a) As at March 31, 2025, the Company had $0.3 million due to the Executive Chairman, CEO and CFO (March 31, 2024 - $0.1 million) for the reimbursement of expenses included in accounts payable and accrued liabilities.

(b) As at March 31, 2025, the Company had $nil (March 31, 2024 - $nil) due to a company controlled by the Executive Chairman, a director of the Company included in accounts payable and accrued liabilities. For the year ended March 31, 2025, the Company paid $0.45 million (March 31, 2024 - $0.3 million) to this company for marketing services.

The Company has prepared the consolidated financial statements in accordance with GAAP. Significant accounting policies are described in Note 3 of the Company's financial statements as at and for the year ended March 31, 2025.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.

The Company's significant estimates and judgements are detailed in Note 2 to the consolidated financial statements for the year ended March 31, 2025.

Digital currencies are measured using level two fair values, determined by taking the rate from quoted price from the exchanges which the Company most frequently uses, with no adjustment.

Digital currencies have a limited history and their fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company's digital currencies currently mainly consist of Bitcoin. The table below shows the impact for every 5% variance in the price of Bitcoin on the Company's earnings before tax, based on the closing price as at March 31, 2025.

The Company faces multiple risks that are related to both the general cryptocurrency business as well as the Company's business model. The risk factors described below summarize and supplement the risk factors contained in the Company's continuous disclosure filings including its annual information form for the year ended March 31, 2025, and this MD&A, all of which are available on SEDAR+ at www.sedarplus.ca and on the SEC's EDGAR system at www.SEC.gov/EDGAR, and should be read in conjunction with the more detailed risk factors outlined therein. These risk factors are not a definitive list of all risk factors associated with an investment in the Company or in connection with its operations. Additional risks and uncertainties not presently known to the Company, or that are currently deemed immaterial, may also impair operations. If any such risks occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected.

The Company is exposed to risk related to the volatility/momentum pricing of any digital currency mined by the Company and held in inventory. Wide fluctuations in price, speculation, negative media coverage (highlighting for example, financial scandals related to crypto exchanges, regulatory actions and lawsuits against industry participants) and downward pricing may adversely affect investor confidence, and ultimately, the value of the Company's digital currency inventory which may have a material adverse affect on the Company, including an adverse effect on the Company's profitability from current operations. The Company currently holds Bitcoin primarily. Other coins that we mined using our GPU-based systems yield mining rewards in those cryptocurrencies, however, those coins were regularly exchanged for Bitcoin. As a result, the Company is more exposed to volatility in the Bitcoin market.

The Company may also be exposed to volatility in the cryptocurrency industry generally, including in sectors of the crypto industry that do not directly apply to the Company's mining business but that are integral to the cryptocurrency industry as a whole. Negative developments in any aspect of the crypto industry, including trading platforms, individual coins and exposure of scams, appear to affect the market perception of the industry as a whole. As a result, the value of our stock and our Bitcoin assets may be subject to greater volatility stemming from industry developments not directly related to our mining business.

Regulatory action, particularly in the United States, may negatively affect the value of Bitcoin, which is the focus of our mining operations. Enforcement actions by the SEC or other regulators against trading platforms and exchanges may indirectly negatively affect the Company if these actions have the effect of limiting access to Bitcoin.

The Company currently has operations in Canada, Sweden and Paraguay and faces geopolitical risks. Geopolitical risk is the wide array of risks associated with conflict or tensions between states as well as events or trends with global or international dimensions that increase risks for the operations of companies. The Company's business and financial operations are susceptible to regional and global economic, geopolitical and regulatory changes. Geopolitical risk may lead to increased volatility in the global capital and energy markets, difficulty in conducting business in certain geographies, an increased threat of targeted cyber-attacks, and has the potential to introduce reputational risk. More broadly, the future of global trade remains uncertain, as countries look to decrease reliance on the global supply chain and nations with differing values. Increased protectionism and economic nationalism could reshape global alliances and financial systems as the supply of critical goods of economic and national importance (e.g., energy, critical minerals, semiconductors) remains one of the top priorities of governments. The Company continues to monitor these developments and others, and will assess the implications on its business.

The Company is also at risk due to the volatility of network hashrates (and lag between network hashrate and underlying cryptocurrency pricing), which may have an adverse effect on the Company's costs of mining. Failing to grow the Company's hashrate may result in failing to compete, and operations and revenue could suffer.

A key factor in the Company's profitability of its mining operations is the cost of electricity in the regions where the Company has mining operations. Energy costs generally are subject to government regulation, natural occurrences (including weather) and local supply and demand for energy. The availability and pricing of energy may be negatively affected by governmental or regulatory changes in energy policies in the countries and Provinces where we operate. In addition, the Company is exposed to negative impacts of changes in tax policy, such as, but not limited to, being precluded from claiming deductions for back input taxes or other specific taxes imposed on cryptocurrency mining, as well as risks of losing any existing energy rebates or tax rebates across all jurisdictions.

In particular, the Russian invasion Ukraine which began on February 24, 2022, is affecting the supply of oil and natural gas in Europe. While it is impossible to predict what ongoing affect the war in Ukraine could have on the Company's operations in Sweden, our energy pricing is currently buffered partially by our ability to enter into forward energy agreements for the purchase of electricity. Our Swedish operation utilizes approximately 43.5 MW of renewable hydroelectric energy, which represents approximately 12% of our global overall utilization of hydroelectric and geothermal energy.

The ability of the Company to secure any required financing to sustain operations and expansion plans will depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Company will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to management. The Company's ability to utilize any at-the-market offering program (each, an "ATM Program") and the prices at which securities may be sold in each such ATM Program, as well as capital market conditions in general are not assured and there is share dilution resulting from an ATM Program and from other equity issuances. In general, volatile securities markets impacting security pricing unrelated to operating performance are unknown and are major factors in obtaining capital on terms which are economic or at all.

As a measure of security against hackers, the Company holds its Bitcoin in segregated, secure storage wallets, maintained by Fireblocks, a leading provider of crypto asset secure storage and management, which specializes in securely storing cryptocurrencies. HIVE has not pledged or staked our Bitcoin assets as collateral against debt or other obligations of any kind. HIVE's Bitcoin is not stored on any exchange. HIVE's Bitcoin is never "staked" for mining purposes (See our definition of "Proof-of-Stake") or loaned to any third party.

Notwithstanding our proactive arrangements to protect our Bitcoin from hackers, there is no guarantee that our security measures, or the security measures of Fireblocks, will be effective. Cybersecurity is a challenge for the Bitcoin blockchain, cryptocurrencies in general and financial systems worldwide. The threat is magnified by the presence of state-sponsored criminals. While it is believed that historically state-sponsored criminal activity has been directed away from financial industry targets, there is no assurance that this tendency will continue. In addition, the lack of regulatory structure applicable to blockchains may make them more targetable.

The Company may not be able to access or liquidate its digital currency inventory at economic values, or, if one or more of our storage solutions fails or is compromised. In addition, due to the relative newness of the cryptocurrency industry and the regulatory environment in which conventional financial service providers operate, the Company may have restricted access to services available to more mainstream businesses (for example, banking services). The general acceptance and use of digital currencies may never gain widespread or significant acceptance in the broader financial services industry, which may materially adversely affect the value of the Company's digital currency inventory and the Company's long-term prospects.

From time to time, we liquidate BTC in order to generate cash for working capital. For brief periods, our Bitcoin must be transferred to an exchange in order to facilitate the sale. During such times when our BTC, or the cash proceeds of our BTC, is held by an exchange, there is risk related to the exchange, itself. A financial failure by the exchange could result in our losing some or all of the BTC and/or cash that is held by the exchange at the time of the failure. The Company makes best efforts to transact using exchanges that are most reliable and financially secure, however, there remains a risk of an exchange failure at a time when the Company's assets are in the exchange's custody.

The Company was negatively impacted by the Ethereum Merge on September 15, 2022 (the "Merge"), when Ethereum shifted from a "proof-of-work" mining protocol to a "proof-of-stake" blockchain. Since that date, the Company has ceased mining Ethereum and has liquidated its Ethereum holdings. While it appears unlikely that the Bitcoin blockchain, which is central to our business, could be modified in a fashion similar to the Merge, there is no assurance that subsequent technology or innovations will not negatively affect the Bitcoin blockchain or the profitability of mining Bitcoin.

There is also a risk that the Company could be negative affected by a Bitcoin halving event. Halving is a process designed to control the overall supply and reduce the risk of inflation in Bitcoin. At a predetermined block, the mining reward is cut in half. The Bitcoin blockchain has undergone four Halvings since its inception. Most recently, in April 2024, the Bitcoin Block Reward decreased from 6.25 BTC to 3.125 BTC per block and, consequently, the number of new Bitcoin issued to miners as a subsidy decreased from 900 per day to 450 per day, excluding transaction fees. While Halvings may thus have a significant negative short- to medium-term impact on miners such as the Company, it is expected that market variables of Bitcoin price will adjust over time to ensure that mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. A Bitcoin Halving is scheduled to occur once every 210,000 blocks, or roughly every four years, until the total amount of Bitcoin rewards issued reaches 21 million, which is expected to occur around 2140. The next Bitcoin Halving is expected to occur in April 2028. While Bitcoin prices have had a history of price fluctuations around Bitcoin Halvings, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If Bitcoin price and difficulty do not maintain or continue their trend of adjusting to pre-Bitcoin halving profitability levels over time, or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Company unprofitable for a sustained time period such that it could be unable to continue as a going concern. In addition, the open-source structure of the Bitcoin network protocol means the developers to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the Bitcoin network and an investment in our securities.

The Company also faces risk relating to the impact of the timing and exchange rate fluctuations resulting from the remittance and receipt back of value added taxes where applicable, as well as risks related to the imposition and quantum of value added taxes in jurisdictions where the Company operates. Due to the newness of the industry, there exists the possibility that the tax treatment of digital currencies becomes less favourable, which could have a material adverse effect on the Company.

The Company may be required to sell its digital currency inventory (principally Bitcoin) in order to pay for its ongoing expenses. In particular, such expenses could include contractual obligations for equipment purchases and the cost of maintaining the Company's facilities. Such sales of our cryptocurrency assets may not be available at economic values. The sale of our digital currency assets to pay expenses may reduce the attractiveness of the Company as an investment, which would negatively impact our share price.

In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those in cryptocurrency-focused businesses and those considered development stage companies (such as the Company), have experienced wide fluctuations in price. The market price of the Company's common shares fluctuates significantly in response to a number of factors, most of which the Company cannot control and many of which have not necessarily been related to the operating performance, underlying asset values or prospects of the Company. In addition, the price of cryptocurrency mining equipment is volatile and subject to severe swings as well as risks related to the concentration of manufacturing to only a few suppliers. This exposes to the company to the capital costs of ongoing equipment upgrades as cryptocurrency mining equipment and other necessary hardware are subject to malfunction, technological obsolescence and physical degradation.

Given the relative novelty of digital currency mining and associated businesses as compared with traditional industry sectors, historical data required by insurance carriers and designers of insurance products is insufficient. As a result, insurance covering crypto assets is generally not available, or uneconomical for the Company to obtain. Consequently, we may have inadequate insurance coverage as compared to companies in traditional long-standing industries. While the Company takes measures to mitigate against losses of physical equipment, facility damage and mined digital currency held in inventory, our insurance may be inadequate to cover such losses, especially the loss of digital currency. In particular, we may be unduly exposed to loss as a result of cybercrime (hacking).

In terms of regulatory risks, governments may take action in the future that prohibit or restrict the right to acquire, own, hold, sell, use, mine or trade digital currencies or exchange digital currencies for fiat currency. Such restrictions, while impossible to predict, could result in the Company liquidating its digital currencies inventory at unfavorable prices or constricting its mining operations or even relocating its operations to friendlier jurisdictions which may entail additional security risks. The Company may liquidate a portion of its digital currency inventory, partially, to mitigate the aforementioned risk.

The Company also has risks associated with the continually evolving tax and regulatory environments in the countries where we operate, as described more fully in this report. Any final decisions by tax or regulatory agencies with jurisdiction over the Company may have a material adverse impact on the Company's financial position and operations.

Some jurisdictions have taken steps to limit or disallow entirely the use of fossil fuels to generate energy for cryptocurrency mining. Some jurisdictions have indicated that in the event their electrical grids are over-taxed by demand for electricity, allocation of power to cryptocurrency mining would be one of the first allocations to be curtailed or eliminated during such periods of high demand. While the Company's facilities are located in jurisdictions that have historically been friendly to crypto mining and have adequately robust electrical grids, there is no assurance that such policies will continue. We note an increased preponderance of anti-crypto and anti-crypto-mining sentiment in many jurisdictions. In particular, the political environment in some jurisdictions may be subject to change as aging electrical grids are called upon to carry more electricity to meet seasonal demands and evolving demands related to the growth in electric vehicles increase in significance. Due to the fact that cryptocurrency mining is an energy-intensive undertaking, as a result grid operators and regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, increase taxes on the purchase of electricity used to mine bitcoin, or even fully or partially ban mining operations.

To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies.

The Company is developing a high performance computing (HPC) business segment. The continued development of existing and planned facilities is subject to various factors, and may be delayed or adversely affected by such factors beyond the Company's control, including delays in the delivery or installation of equipment by suppliers, difficulties in integrating new equipment into existing infrastructure, shortages in materials or labour, defects in design or construction, diversion of management resources, insufficient funding, or other resource constraints. Actual costs for development may exceed the Company's planned budget. Delays, cost overruns, changes in market circumstances and other factors may result in different outcomes than those intended. In addition, to remain competitive, the Company will continue to invest in hardware and equipment at its facilities required for maintaining the Company's HPC activities. Should competitors introduce new services/software embodying new technologies, the Company recognizes its hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment. There can be no assurance that HPC hardware will be readily available when the need is identified.

The Company cautions that global uncertainty with respect to the worldwide outbreak of a contagious diseases or viruses such as COVID-19 virus and their effect on the broader global economy continues to be a concern. Future rapid spread of contagious diseases may have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company.

This Management Discussion and Analysis contains certain "forward-looking information" within the meaning of Canadian and United States securities legislation. Forward-looking information is based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Forward-looking information in this Management Discussion and Analysis includes information about the Company's use and profitability of the Company's computing power; plans for growth and scaling up strategies; development of a new high performance computing business, the Company's strategic partnerships; the cost of energy in each of the jurisdictions where we conduct mining operations; potential and existing regulation of the availability of electricity; potential regulatory developments, the Company's strategy to acquire, develop and operate data centers and potential alternative computing services; expected mining capacity; the Company's plans to manage its data centers and trading operations from Bermuda; the value of the Company's digital currency inventory; projected growth and estimates for the high performance computing business, the overall business goals and objectives of the Company, and other forward-looking information including but not limited to information concerning the intentions, plans and future actions of the Company.

The forward-looking information in this Management Discussion and Analysis reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this Management Discussion and Analysis, historical prices of digital currencies; electricity pricing; the ability of the Company to mine digital currencies in an environment consistent with historical prices; and that there will be no regulation or law that will prevent the Company from operating its business as it currently is operated. 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 the inherent uncertainty therein.

This Management Discussion and Analysis also contains a "financial outlook" in the form of gross operating margins, which are intended to provide additional information only and may not be an appropriate or accurate predictions of future performance and should not be used as such. The gross operating margins disclosed in this Management Discussion and Analysis are based upon management's best estimates but are inherently speculative and there is no guarantee that such assumptions and estimates will prove to be correct.

Risk factors that could cause future results to differ materially from those anticipated in these forward-looking statements and financial outlook are described in the "Risk Factors" section contained in this Management Discussion and Analysis, and the Risk Factors contained the Company's various filings on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov/EDGAR). Readers are cautioned not to place undue reliance on forward-looking information or financial outlook, which speak only as of the date hereof or thereof. We undertake no obligation to publicly release the results of any revisions to forward-looking information or financial outlook that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events except as required by law.

Management of the Company, under the supervision of the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company, have designed, or caused to be designed under their supervision, disclosure controls and procedures ("DC&P"), to provide reasonable assurance that:

i) material information relating to the Company is made known to them by others, particularly during the period in which the Annual Filings were prepared; and

ii) information required to be disclosed by the Company in the Annual Filings, interim filings or other reports filed or submitted by the Company under securities legislation was recorded, processed, summarized and reported within the time periods specified in securities legislation.

Management, under the supervision of the Company's CEO and CFO, evaluated, or caused to be evaluated, the effectiveness of the Company's DC&P as defined in National Instrument 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings as of March 31, 2025, and concluded that such DC&P were effective.

Management, under the supervision of the CEO and CFO, is also responsible for establishing and maintaining adequate internal controls over financial reporting ("ICFR"). Management, under the supervision of the CEO and CFO, have designed, or caused to be designed under their supervision, ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Management, under the supervision of the CEO and CFO of the Company, have evaluated the effectiveness of its ICFR as defined in National Instruments 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings. The control framework used for this evaluation was the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission Management, under the supervision of the Company's CEO and CFO, concluded that, as of March 31, 2025, the ICFR were effective and had no material weakness.

There were no changes in the Company's ICFR that materially affected, or were reasonably likely to materially affect, the Company's ICFR during the period beginning on January 1, 2025 and ended March 31, 2025.

Going forward, we are working to accelerate the response time to our requests to some of our departments for disclosure- related information. In response to various routine tax assessments and inquiries from the CRA, we are commencing a search for an expert in this field to provide additional support to the accounting and reporting team.

All control systems contain inherent limitations, no matter how well designed. As a result, the Company's management acknowledges that its internal control over financial reporting will not prevent or detect all misstatements due to error or fraud. In addition, management's evaluation of controls can provide only reasonable, not absolute, assurance that all control issues that may result in material misstatements, if any, have been detected.

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/EDGAR.

Additional information relating to the Company, including filings that the Company has made and may make in the future with applicable securities authorities, may be found on or through SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov/EDGAR or the Company's website at www.hivedigitaltechnologies.com. Additional information, including directors' and officers' remuneration and indebtedness, principal holders of Company's securities and securities authorized for issuance under equity compensation plans, is also contained in the Company's most recent management information circular for the most recent annual meeting of Shareholders of the Company. In addition to press releases, securities filings and public conference calls and webcasts, the Company intends to use its investor relations page on its website as a means of disclosing material information to its investors and others and for complying with its disclosure obligations under applicable securities laws. Accordingly, investors and others should monitor the website in addition to following the Company's press releases, securities filings, and public conference calls and webcasts. This list may be updated from time to time.

Subsequent to the year ended March 31, 2025, the Company issued 35,039,119 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $64.5 million. The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of $1.84 (C$2.54). Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $1.7 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement.

As at March 31, 2025, HIVE Atlantic Datacentres Ltd. was in compliance with the required debt service coverage ratio covenant.

1. I have reviewed this Annual Report on Form 40-F of HIVE Digital Technologies Ltd. (the "issuer");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

1. I have reviewed this Annual Report on Form 40-F of HIVE Digital Technologies Ltd. (the "issuer");

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of HIVE Digital Technologies Ltd. (the "Company") on Form 40-F for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Aydin Kilic, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to HIVE Digital Technologies Ltd. and will be retained by HIVE Digital Technologies Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of HIVE Digital Technologies Ltd. (the "Company") on Form 40-F for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Darcy Daubaras, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

We hereby consent to the use in this Annual Report on Form 40-F (the "Annual Report") of HIVE Digital Technologies Ltd. (the "Company") of our report dated June 25, 2025, relating to the Company's consolidated financial statements for the years ended March 31, 2025, and 2024 which are filed as an exhibit to the Annual Report.

We also consent to the incorporation by reference in the Registration Statement on Form F-10 (File No. 333-2782395) of the Company of our report dated June 25, 2025, referred to above. We also consent to the reference to us under the heading "Interests of Experts," which appears in the Annual Information Form filed as Exhibit 99.1 to this Annual Report on Form 40- F and is also incorporated by reference in such Registration Statement.

TABLE OF CONTENTS	1
GLOSSARY	1
INTRODUCTORY NOTES	7
CORPORATE STRUCTURE	8
GENERAL DEVELOPMENT OF THE BUSINESS	10
DESCRIPTION OF THE BUSINESS	21
RISK FACTORS	37
DIVIDENDS AND DISTRIBUTIONS	65
DESCRIPTION OF CAPITAL STRUCTURE	66
MARKET FOR SECURITIES	66
ESCROWED SECURITIES	71
DIRECTORS AND OFFICERS	71
AUDIT COMMITTEE DISCLOSURE	77
PROMOTERS	79
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	79
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	79
AUDITORS, TRANSFER AGENT, AND REGISTRAR	80
MATERIAL CONTRACTS	80
INTERESTS OF EXPERTS	80
ADDITIONAL INFORMATION	81
Schedule "A" Audit Committee Charter	A-1

$ or USD$	United States Dollar.
2022 ATM Equity Program	Means the Company's at-the-market equity program pursuant to the 2022 Equity Distribution Agreement, whereby the Company was entitled to issue Common Shares at prevailing market prices.
2023 ATM Equity Program	Means the Company's at-the-market equity program pursuant to the 2023 Equity Distribution Agreement, whereby the Company may, from time to time, issue Common Shares at prevailing market prices.
2024 ATM Equity Program	Means the Company's at-the-market equity program pursuant to the 2024 Equity Distribution Agreement dated October 3, 2024, as amended and restated on May 14, 2025, whereby the Company may, from time to time, issue Common Shares at prevailing market prices
2025 ATM Equity Program	Means the Company's at-the-market equity program pursuant to the 2025 Amended Equity Distribution Agreement dated May 14, 2025 whereby the Company may, from time to time, issue Common Shares at prevailing market prices
2022 ATM Shares	Means the Common Shares that have been issued pursuant to the 2022 ATM Equity Program.
2023 ATM Shares	Means the Common Shares that have been issued pursuant to the 2023 ATM Equity Program.
2024 ATM Shares	Means the Common Shares that have been issued pursuant to the 2024 ATM Equity Program.
2022 Equity Distribution Agreement	Means the equity distribution agreement between the Company and H.C. Wainwright & Co. dated September 2, 2022.
2023 Equity Distribution Agreement	Means the equity distribution agreement between the Company and Stifel GMP and Canaccord Genuity Corp. dated May 10, 2023.
2024 Equity Distribution Agreement	Means the equity distribution agreement between the Company and Stifel GMP and Canaccord Genuity Corp. dated May 10, 2023.
AIF	This annual information form of the Company dated June 25, 2025.
Affiliate	A company is an "Affiliate" of another company if
	(a) one of them is the subsidiary of the other, or
	(b) each of them is controlled by the same Person.
	A company is "controlled" by a Person if
	(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and
	(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.
	A Person beneficially owns securities that are beneficially owned by
	(a) a company controlled by that Person, or
	(b) an Affiliate of that Person or an Affiliate of any company controlled by that Person.
Amended 2025 Equity Distribution Agreement	Means the amended and restated equity distribution agreement dated May 14, 2025, between the Company and Keefe, Bruyette & Woods, Inc., Stifel Nicolaus Canada Inc., Canaccord Genuity LLC, Roth Canada, Inc., B. Riley Securities, Inc., and Northland Securities, Inc.

ASIC	Means application-specific integrated circuit, a microchip designed for a special application, such as a particular kind of transmission protocol or a hand-held computer. In the context of digital currency mining, ASICs have been designed to solve specific hashing algorithms efficiently, including for Bitcoin mining.
Associate	When used to indicate a relationship with a Person, means
	(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding voting securities of the issuer,
	(b) any partner of the Person,
	(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity, and
	(d) in the case of a Person who is an individual, (i) that Person's spouse or child, or (ii) any relative of that Person or of his spouse who has the same residence as that Person; but where the Exchange determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.1.00 of the Exchange with respect to that Member firm, Member corporation or holding company.
atNorth	Means atNorth ehf. (formerly "Advania Data Centers ehf.").
August 2023 ATM Equity Program	Means the Company's at-the-market equity program pursuant to the August 2023 Equity Distribution Agreement, whereby the Company may, from time to time, issue Common Shares at prevailing market prices.
August 2023 ATM Shares	Means the Common Shares that have been issued pursuant to the August 2023 ATM Equity Program.
August 2023 Equity Distribution Agreement	Means the amended and restated equity distribution agreement between the Company, Stifel GMP, Canaccord Genuity Corp., and Canaccord Genuity LLC dated August 17, 2023.
Bank Frick	Means Bank Frick & Co. AG.
Barrage	Means Barrage d.o.o. (LLC).
BCBCA	The Business Corporations Act (British Columbia), including the regulations made thereunder, in each case as now in effect and as may be amended or replaced from time to time.
BCSC	British Columbia Securities Commission.
Bikupa	Means Bikupa Datacenter AB.
Bikupa 2 or Bikupa Datacenter 2	Means Bikupa Datacenter 2 AB.
Bitcoin or BTC	Bitcoin refers to the native token of the Bitcoin Network which utilizes the SHA-256 algorithm. Bitcoin is a peer-to-peer payment system and the digital currency of the same name which uses open source cryptography to control the creation and transfer of such digital currency.
Bitcoin Network	The network of computers running the software protocol underlying Bitcoin and which network maintains the database of Bitcoin ownership and facilitates the transfer of Bitcoin among parties.
Bitmain	Bitmain Technologies Ltd., a leading supplier of ASIC hardware (under the brand name Antminer) which designs and manufacturers high performance computing chips and software.

Blockchain	An immutable, decentralized transaction ledger which records transactions, such as financial transactions in cryptocurrency, in chronological order. Bitcoin and Ethereum are examples of well-known and widely distributed blockchains.
Board or Board of Directors	The board of directors of the Company.
Boden Tech	Means Boden Technologies AB.
Buzz Data Centers	Buzz Data Centers, Inc., a Texas corporation and the Company's United States affiliate
BuzzMiners	Means the Bitcoin ASIC Miners built and distributed by the Company.
°C	Degrees centigrade.
CAD$	Canadian Dollar.
CEO	Chief Executive Officer.
CFO	Chief Financial Officer.
Coincover	Means Digital Asset Services Ltd.
Common Shares or HIVE Shares	The post-consolidation common shares in the capital of the Company.
Company or HIVE	HIVE Digital Technologies Ltd. (formerly "HIVE Blockchain Technologies Ltd.").
Computershare	Computershare Investor Services Inc.
Consolidation	Means the consolidation of the Pre-Consolidation Common Shares on May 24, 2022 on the basis of five Pre-Consolidation Common Shares for one Common Share.
Contracted Reserve	Has the meaning given to it under the heading "DESCRIPTION OF THE BUSINESS - Description of the Business - The HIVE New Brunswick Facility."
COVID-19	Has the meaning given to it under the heading "RISK FACTORS - Pandemics".
CPU	Central processing unit is the component of a computer that provides computing power for execution of operations performed by software installed on that computer.
Cryptologic	Cryptologic Corp.
Custodians	Means Fireblocks Ltd. and Bank Frick.
DDoS	Means distributed denial-of-service, a type of cyber-attack characterized by multiple perpetrators against a single host, with the intention of disrupting or disabling the services of the host.
Escrowed Shares	Has the meaning given to it under the heading "ESCROWED SECURITIES".
Ether or ETH or Ethereum	Ether or Ethereum refers to the native token of the Ethereum Network which utilizes the ethash algorithm. Ethereum is a global, open-source platform for decentralized applications.
Ethereum Network	The network of computers running the software protocol underlying Ethereum and which network maintains the database of Ether ownership and facilitates the transfer of Ether among parties.
Ethereum Virtual Machine	Is a virtual state machine that functions as a runtime environment for smart contracts in Ethereum.
Exchange or TSXV	TSX Venture Exchange.

Financial Statements	Audited consolidated financial statements for the fiscal year ended March 31, 2025.
Fireblocks	Means Fireblocks Ltd.
Fiscal 2022	The fiscal year ended March 31, 2022.
Fiscal 2023	The fiscal year ended March 31, 2023.
Fiscal 2024	The fiscal year ended March 31, 2024.
Fiscal 2025	The fiscal year ended March 31, 2025.
Fiscal 2025 MD&A	Means the management discussion and analysis of the Company for Fiscal 2025.
FSE	Frankfurt Stock Exchange.
Genesis	Genesis Mining Ltd.
GH/s	Gigahashes per second.
GPU	Means graphics processing unit, a programmable logic chip (processor) specialized for display functions and effective at solving digital currency hashing algorithms.
GPU Atlantic	Means GPU Atlantic Inc.
GPU One	Means GPU.One Holding Inc.
Hash	Means the output of a hash function, i.e. the output of the fundamental mathematical computation of a particular cryptocurrency's computer code which miners execute, and "Gigahash" and "Petahash" mean, respectively, 1x109 Hashes and 1x1015 Hashes.
Hashrate	Hashrate is a measure of mining power whereby the expected income from mining is directly proportional to a miners hashrate normalized by the total hashrate of the network.
HIVE or the Company	Means HIVE Digital Technologies Ltd.
HIVE Atlantic	Means HIVE Atlantic Datacentres Ltd.
HIVE Boden 2 Facility	Means the facility located on Hydrogränd 3 in Boden, Sweden, acquired on November 29, 2023.
HIVE Facilities	Means the HIVE Boden 2 Facility, Hive Sweden Robertsfors Facility, Hive Notviken Facility, HIVE Iceland Facility, the HIVE Lachute Facility, the New Brunswick Facility, the HIVE Sweden Bikupa Facility, the HIVE Paraguay Facilities and other facilities the Company may have operations in from time to time.
HIVE Iceland Facility	Means the leased facility located in Iceland, leased from atNorth, and retired on January 3, 2024.
HIVE Lachute Facility	Means the leased facility located in Québec, Canada, originally acquired in April 2020 from Cryptologic.
HIVE New Brunswick Facility	Means the facility located in New Brunswick, Canada, originally acquired from GPU One through the purchase of GPU Atlantic in April 2021.
HIVE Sweden Boden Facility	Means the leased facility located in Boden, Sweden.
HIVE Sweden Robertsfors Facility	Means the leased facility located in Robertsfors, Sweden.
HIVE Paraguay Valenzuela Facility	Means the facility located in Valenzuela, Paraguay.

HIVE Paraguay Yguazú Facility	Means the facility located in Yguazú, Paraguay, originally acquired from Bitfarms Ltd. on March 18, 2025.
Insider	Insider If used in relation to an issuer, means:
	(a) a director or senior officer of the issuer;
	(b) a director or senior officer of the corporation that is an Insider or subsidiary of the issuer;
	(c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or
	(d) the issuer itself if it holds any of its own securities.
IFRS	International Financial Reporting Standards.
J/TH	Joules per terahash (a common industry measure of electrical efficiency in an ASIC).
January Prospectus Supplement	Has the meaning given to it under the heading "GENERAL DEVELOPMENT OF THE BUSINESS - Fiscal 2022 - Filing of Prospectus and Prospectus Supplement".
January SFBS Prospectus	Has the meaning given to it under the heading "GENERAL DEVELOPMENT OF THE BUSINESS - Fiscal 2022 - Filing of Prospectus and Prospectus Supplement".
Kolos	Means Kolos Norway AS.
Liv Eiendom	Means Liv Eiendom AS.
Merge	Has the meaning given to it under the heading "GENERAL DEVELOPMENT OF THE BUSINESS - Fiscal 2023 - Ethereum "Merge"".
MD&A	Management's discussion & analysis of the audited consolidated financial statements for the fiscal year ended March 31, 2025.
MicroBT	MicroBT, a leading supplier of ASIC hardware (under the brand name Whatsminer), which specializes in blockchain and artificial intelligence.
Mining	Mining refers to the provision of computing capacity to secure a distributed network by creating, verifying, publishing and propagating blocks in the blockchain in exchange for rewards and fees denominated in the native token of that network (i.e. Bitcoin or Ethereum, as applicable).
MW	Megawatts.
NASDAQ	Means the Nasdaq's Capital Markets Exchange.
Network Difficulty	Means a measure of how difficult it is to find a Hash below a given target.
NEX	Means the NEX board of the TSXV.
NI 51-102	National Instrument 51-102 - Continuous Disclosure Obligations.
NI 52-110	National Instrument 52-110 - Audit Committees.
Nord Pool	Means Nord Pool AS, who runs the leading power market in Europe, and offers day-ahead and intraday markets to is customers.
OnZero	BBG Holdings GmbH (formerly "Blockbase Consulting GmbH").
Option Share	Common Share issuable upon exercise of a Stock Option in accordance with the Stock Option Plan.
OTCQX	OTCQX® Best Market of the OTC Markets Group.

Person	Includes any individual, firm, partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status.
PH/s	Petahash per second.
Pre-Consolidation Common Shares	The common shares in the capital of the Company, prior to the Consolidation on May 24, 2022.
Promoter	The meaning ascribed to it in the Securities Act (British Columbia).
Proof of Work	Under proof of work, consensus miners performing computational work on the network update the ledger; miners are incentivized to protect the network and put forth valid transactions because they must invest in hardware and electricity for the opportunity to mine coins on the network. The success of a miner's business relies on the value of the currency remaining above the cost to create a coin.
Proof of Stake	Under proof of stake, consensus stakers who have sufficiently large coin balances 'staked' on the network update the ledger; stakers are incentivized to protect the network and put forth valid transactions because they are heavily invested in the network's currency.
PSU	Means a computer power supply unit.
RSU	Restricted share unit granted under the Company's RSU Plan.
RSU Plan	The Company's RSU plan, first approved for adoption by the by the Board of Directors on October 17, 2018 and re-approved by Shareholders most recently at the Company's Annual General and Special Meeting on December 11, 2024, which reserves HIVE Shares for issuance under the RSU Plan equal to a maximum of 10% of the issued and outstanding HIVE Shares from time to time for issue pursuant to the RSU Plan, subject to the combination of all share compensation arrangements of the Company, including the RSU Plan and the Stock Option Plan, will not exceed 10% of the issued and outstanding HIVE Shares.
SEK	Means the Swedish Krona.
SHA -256	SHA-256 is a cryptographic Hash algorithm. SHA-256 generates an almost-unique 256-bit (32-byte) signature for a text. The most well-known cryptocurrencies that utilize the SHA-256 algorithm are Bitcoin and Bitcoin cash.
Shareholders	The holders of HIVE Shares.
Stock Option	Option to purchase HIVE Shares granted under the Company's Stock Option Plan.
Stock Option Plan	The Company's rolling Stock Option plan, dated July 10, 2017, which reserves options exercisable into HIVE Shares equal to a maximum of 10% of the issued and outstanding HIVE Shares from time to time for issue pursuant to the Stock Option Plan, subject to the combination of all share compensation arrangements of the Company, including the RSU Plan and the Stock Option Plan, will not exceed 10% of the issued and outstanding HIVE Shares.
Surplus Energy	Has the meaning given to it under the heading "DESCRIPTION OF THE BUSINESS - Description of the Business - The HIVE New Brunswick Facility."
UDP	Ultimate designated person.
United States:	The United States of America, its territories and possessions, any State of the United States and the District of Columbia.
U.S. GAAP	Means U.S. Generally Accepted Accounting Principles.
U.S. Global	Means U.S. Global Investors Inc.

Date:	Equipment:
November 2022	Purchased: 2,130 S19j Pro miners, adding 209 PH/s of hashrate
December 2022	Purchased: 1,640 S19j Pro miners, adding 168 PH/s of hashrate
February 2023	Purchased: 1,169 S19j Pro miners, adding 117 PH/s of hashrate
March 2023	Purchased: 3,600 S19j Pro Plus miners, adding 439 PH/s of hashrate

Date:	Equipment:
October 2023	Purchased: 1,000 S19j Pro miners, adding 120 PH/s of hashrate
November 2023	Purchased: 4,800 S19j Pro miners, adding 568 PH/s of hashrate
December 2023	Purchased: 5,000 S19j Pro miners, adding 592 PH/s of hashrate Purchased: 7,000 Bitmain S21 Antminers, adding 1,400 PH/s of hashrate
February 2024	Purchased: 1,000 Bitmain S21 Antminers, adding 200 PH/s of hashrate
June 2024	Purchased: 1,000 Bitmain S21 Antminers, adding 234 PH/s of hashrate

New Brunswick:	2,595 PH/s active;
Quebec:	1,320 PH/s active;
Sweden:	915 PH/s active; and
Iceland:	130 PH/s active (now retired).

New Brunswick:	3,000 PH/s active;
Paraguay	3,930 PH/s active;
Quebec:	1,410 PH/s active; and
Sweden:	1,960 PH/s active.

Date	Summary
May 10, 2023	At-the-market financing program launched in Canada, whereby the Company is entitled to distribute Common Shares from time to time through Stifel Nicolaus Canada Inc. and Canaccord Genuity Corp., as agents, in accordance with the terms of an equity distribution agreement dated May 10, 2023.
July 19, 2024	Termination of the August 2023 Equity Distribution Agreement on July 19, 2024, following which the Company issued 1,368,297 common shares during the Terminal Period from July 1 to July 19, 2024, under the August 2023 ATM Equity Program, for gross proceeds of CAD$6.09 million (US$4.46 million) at an average price of CAD$4.45 per share, with a cash commission of $133,735 paid to the agent in accordance with the agreement.

July 22, 2024	Development of the 100 MW hydroelectric HIVE Valenzuela Facility in Paraguay, initially announced on July 22, 2024, with the Company having entered into an engineering and construction agreement on September 26, 2024, through its wholly owned subsidiary W3X S.A., with Rieder & CIA S.A.C.I. for high-voltage infrastructure work at a contract value of approximately $3.8 million, and having issued a purchase order for 160 MVA substation components at a total cost of $6,010,675; energization is anticipated on or around August 30, 2025.
October 3, 2024	At-the-market financing established in Canada and the United States pursuant to the Amended 2024 Distribution Agreement, amending and restating the October 3, 2024 prospectus supplement to the September 11, 2024 short form base shelf prospectus and equity distribution agreement dated October 3, 2024, whereby the Company may distribute common shares through Stifel, Nicolaus & Company, Incorporated; Canaccord Genuity LLC; B. Riley Securities, Inc.; and Northland Securities, Inc. in the United States, and Stifel Nicolaus Canada Inc.; Canaccord Genuity Corp.; and Roth Canada, Inc. in Canada, as agents.
March 18, 2025	Acquisition of the Yguazú 200 MW hydro-powered Bitcoin mining facility in Paraguay closed on March 18, 2025, following the binding letter of intent announced on January 28, 2025, with Bitfarms Ltd., for total consideration of $56 million, comprising $25 million paid at closing and $31 million payable in equal installments over six months, with HIVE also assuming $19 million in PPA deposit obligations to ANDE and remaining construction completion costs; as of April 23, 2025, the facility is operational with the 240 MVA 220/23 kV substation fully energized, and ramp-up activities underway.
May 14, 2025	Amendment and restatement of the October 3, 2024 equity distribution agreement and prospectus supplement. Pursuant to the Amended 2025 Equity Distribution Agreement dated May 14, 2025, the Company may distribute up to US$119,226,903 of Common Shares from time to time through Keefe, Bruyette & Woods, Inc.; Canaccord Genuity LLC; B. Riley Securities, Inc.; and Northland Securities, Inc. in the United States, and Stifel Nicolaus Canada Inc.; Canaccord Genuity Corp.; and Roth Canada, Inc. in Canada, as agents, under the 2024 ATM Equity Program.

	Price Range
Month	High (CAD)	Low (CAD)	Volume
June 1 – June 24, 2025	2.90	2.22	10,261,217
May, 2025	2.98	2.30	19,722,000
April, 2025	2.54	1.80	15,231,400
March, 2025	3.31	1.99	19,089,600
February, 2025	4.40	2.85	16,706,300
January, 2025	5.01	3.87	18,450,000
December, 2024	6.53	4.00	21,221,900
November, 2024	7.75	4.70	26,769,400
October, 2024	6.18	3.92	16,932,600
September, 2024	4.73	3.49	10,538,700
August, 2024	5.10	3.59	12,418,500
July, 2024	6.27	3.81	15,285,100
June, 2024	4.97	3.47	15,380,500
May, 2024	3.74	3.00	8,204,300
April, 2024	4.61	3.49	7,575,961

	Price Range
Month	High (USD)	Low (USD)	Volume
June 1 – June 24, 2024	2.12	1.60	277,947,649
May, 2025	2.16	1.67	293,516,500
April, 2025	1.83	1.26	168,139,100
March, 2025	2.29	1.38	182,441,100
February, 2025	3.08	1.97	190,723,100
January, 2025	3.49	2.68	222,810,600
December, 2024	4.65	2.76	193,640,800
November, 2024	5.54	3.37	128,452,900
October, 2024	4.45	2.84	97,930,500
September, 2024	3.52	2.57	60,831,300
August, 2024	3.67	2.23	67,659,500
July, 2024	4.57	2.78	105,869,500
June, 2024	3.64	2.53	97,477,400
May, 2024	2.74	2.18	45,162,600
April, 2024	3.41	2.53	46,331,056

	Price Range
Month	High (EUR)	Low (EUR)	Volume
June 1 – June 24, 2025	1.828	1.462	83,064
May, 2025	1.882	1.482	101,023
April, 2025	1.654	1.081	63,497
March, 2025	2.290	1.345	130,662
February, 2025	2.866	1.894	150,542
January, 2025	3.398	2.600	134,406
December, 2024	4.398	2.808	96,376
November, 2024	5.190	3.088	205,444
October, 2024	4.088	2.622	125,773
September, 2024	3.090	2.408	61,191
August, 2024	3.336	2.282	79,547
July, 2024	4.078	2.540	205,977
June, 2024	3.348	2.316	374,316
May, 2024	2.478	2.080	81,430
April, 2024	3.110	2.370	167,193

Date of Issuance	Price per RSU	Number of RSUs
January 5, 2024	N/A	241,976
January 12, 2024	N/A	16,000
July 18, 2024	N/A	2,491,000
November 5, 2024	N/A	2,442,000
February 14, 2025	N/A	1,117,000

Date of Issuance	Price per Common Share	Number of Common Shares
April 1, 2024	4.35	244,233⁽³⁾
April 2, 2024	4.57	515,076⁽³⁾
April 3, 2024	4.57	32,276⁽³⁾
April 5, 2024	4.38	156,804⁽³⁾
April 8, 2024	4.42	235,829⁽³⁾
April 9, 2024	4.35	10,200⁽³⁾
April 10, 2024	4.38	146,283⁽³⁾
April 15, 2024	4.19	5,850⁽³⁾
April 17, 2024	3.94	9,371⁽³⁾
April 18, 2024	3.69	26,493⁽³⁾
April 19, 2024	3.69	34,574⁽³⁾
April 22, 2024	3.61	192,241⁽³⁾
April 22, 2024	N/A	12,600⁽¹⁾
April 23, 2024	3.64	195,300⁽³⁾
April 24, 2024	3.88	303,246⁽³⁾

April 25, 2024	4.14	291,273⁽³⁾
April 26, 2024	4.22	260,372⁽³⁾
April 26, 2024	N/A	1,050⁽¹⁾
April 29, 2024	4.20	16,071⁽³⁾
April 30, 2024	4.24	60,930⁽³⁾
May 3, 2024	3.50	42,401⁽³⁾
May 6, 2024	3.44	66,973⁽³⁾
May 7, 2024	3.45	109,751⁽³⁾
May 8, 2024	3.40	352,672⁽³⁾
May 9, 2024	3.34	700⁽³⁾
May 10, 2024	3.12	144,869⁽³⁾
May 13, 2024	3.19	173,498⁽³⁾
May 14, 2024	3.26	20,721⁽³⁾
May 15, 2024	3.27	126,817⁽³⁾
May 15, 2024	N/A	2,100⁽¹⁾
May 16, 2024	3.18	39,395⁽³⁾
May 17, 2024	3.31	393,252⁽³⁾
May 21, 2024	3.43	34,204⁽³⁾
May 21, 2024	3.39	138,413⁽³⁾
May 22, 2024	3.51	212,245⁽³⁾
May 23, 2024	3.60	85,577⁽³⁾
May 24, 2024	3.63	345,133⁽³⁾
May 27, 2024	N/A	1,050⁽¹⁾
May 28, 2024	3.60	4,600⁽³⁾
May 29, 2024	3.54	202,473⁽³⁾
May 29, 2024	3.63	131,303⁽³⁾
May 29, 2024	N/A	4,200⁽¹⁾
May 30, 2024	3.61	10,626⁽³⁾
May 31, 2024	3.53	185,427⁽³⁾
June 3, 2024	3.54	10,200⁽³⁾
June 4, 2024	3.53	233,106⁽³⁾
June 5, 2024	3.71	369,280⁽³⁾
June 6, 2024	3.88	238,709⁽³⁾
June 7, 2024	4.07	504,194⁽³⁾
June 10, 2024	4.17	399,483⁽³⁾
June 11, 2024	3.94	258,850⁽³⁾
June 12, 2024	N/A	15,000⁽¹⁾
June 13, 2024	4.21	577,579⁽³⁾
June 14, 2024	4.25	534,387⁽³⁾
June 17, 2024	4.37	23,134⁽³⁾
June 18, 2024	4.34	880,209⁽³⁾
June 20, 2024	4.50	281,772⁽³⁾
June 21, 2024	4.71	1,097,418⁽³⁾
June 26, 2024	N/A	1,050⁽¹⁾
June 27, 2024	N/A	2,100⁽¹⁾
June 28, 2024	4.70	200,367⁽³⁾
July 1, 2024	4.35	1,900⁽³⁾
July 2, 2024	4.41	428,956⁽³⁾
July 8, 2024	4.37	602,971⁽³⁾
July 9, 2024	4.65	334,470⁽³⁾
July 9, 2024	N/A	5,250⁽¹⁾
July 16, 2024	N/A	6,300⁽¹⁾
July 24, 2024	N/A	21,000⁽¹⁾
July 26, 2024	N/A	1,050⁽¹⁾
July 26, 2024	N/A	3,000⁽¹⁾
August 26, 2024	N/A	3,000⁽¹⁾
August 27, 2024	N/A	1,050⁽¹⁾
August 27, 2024	N/A	2,100⁽¹⁾
September 13, 2024	N/A	3,150⁽¹⁾
September 17, 2024	N/A	16,800⁽¹⁾
September 19, 2024	N/A	6,250⁽¹⁾
October 7, 2024	4.32	280,000⁽⁴⁾
October 8, 2024	4.39	142,309⁽⁴⁾
October 9, 2024	4.23	18,046⁽⁴⁾
October 11, 2024	4.01	70,000⁽⁴⁾
October 15, 2024	4.27	365,000⁽⁴⁾
October 15, 2024	4.57	435,000⁽⁴⁾
October 16, 2024	4.65	149,747⁽⁴⁾
October 17, 2024	4.73	485,000⁽⁴⁾
October 21, 2024	5.04	750,000⁽⁴⁾
October 22, 2024	5.30	165,000⁽⁴⁾
October 23, 2024	5.35	225,000⁽⁴⁾
October 25, 2024	5.17	430,000⁽⁴⁾
October 25, 2024	N/A	3,600⁽¹⁾
October 28, 2024	5.31	187,910⁽⁴⁾
October 29, 2024	5.49	590,000⁽⁴⁾
October 30, 2024	5.97	800,000⁽⁴⁾
October 31, 2024	6.06	510,000⁽⁴⁾
November 4, 2024	5.23	157,723⁽⁴⁾
November 6, 2024	5.04	400,000⁽⁴⁾
November 7, 2024	5.64	1,170,000⁽⁴⁾
November 8, 2024	6.10	770,000⁽⁴⁾
November 12, 2024	6.46	715,000⁽⁴⁾
November 12, 2024	7.33	1,500,000⁽⁴⁾
November 13, 2024	7.36	130,000⁽⁴⁾
November 14, 2024	7.46	249,806⁽⁴⁾

November 14, 2024	1.45	100,000(2)
November 14, 2024	N/A	2,100⁽¹⁾
November 15, 2024	6.74	36,902⁽⁴⁾
November 18, 2024	6.15	474,000⁽⁴⁾
November 19, 2024	6.31	308,987⁽⁴⁾
November 20, 2024	6.11	181,432⁽⁴⁾
November 21, 2024	6.15	114,718⁽⁴⁾
November 22, 2024	5.94	230,608⁽⁴⁾
November 25, 2024	5.72	600,000⁽⁴⁾
November 25, 2024	N/A	4,800⁽¹⁾
November 26, 2024	5.82	73,749⁽⁴⁾
November 27, 2024	5.54	6,656⁽⁴⁾
November 29, 2024	5.51	745,000⁽⁴⁾
November 29, 2024	5.70	9,500⁽⁴⁾
December 2, 2024	5.98	540,000⁽⁴⁾
December 3, 2024	5.82	311,441⁽⁴⁾
December 4, 2024	5.79	85,000⁽⁴⁾
December 5, 2024	5.97	955,000⁽⁴⁾
December 6, 2024	6.35	424,821⁽⁴⁾
December 9, 2024	6.15	1,255,000⁽⁴⁾
December 10, 2024	6.21	32,669⁽⁴⁾
December 11, 2024	5.75	21,627⁽⁴⁾
December 12, 2024	5.69	775,000⁽⁴⁾
December 13, 2024	5.78	589,197⁽⁴⁾
December 16, 2024	5.54	182,051⁽⁴⁾
December 17, 2024	5.69	1,325,000⁽⁴⁾
December 18, 2024	5.66	64,834⁽⁴⁾
December 19, 2024	5.57	74,845⁽⁴⁾
December 20, 2024	4.96	95,949⁽⁴⁾
December 23, 2024	4.58	365,000⁽⁴⁾
December 27, 2024	4.43	780,000⁽⁴⁾
December 30, 2024	4.39	13,000⁽⁴⁾
January 2, 2025	4.25	76,716⁽⁴⁾
January 3, 2025	4.41	1,165,000⁽⁴⁾
January 6, 2025	4.66	1,220,379⁽⁴⁾
January 6, 2025	N/A	184,763⁽¹⁾
January 7, 2025	4.88	1,275,000⁽⁴⁾
January 7, 2025	N/A	7,281⁽¹⁾
January 8, 2025	4.84	10,551⁽⁴⁾
January 9, 2025	4.53	121,977⁽⁴⁾
January 13, 2025	N/A	16,000⁽¹⁾
January 15, 2025	4.26	425,000⁽⁴⁾
January 16, 2025	4.46	960,000⁽⁴⁾
January 17, 2025	4.56	160,000⁽⁴⁾
January 21, 2025	4.74	1,335,000⁽⁴⁾
January 21, 2025	4.71	119,160⁽⁴⁾
January 22, 2025	4.65	23,477⁽⁴⁾
January 23, 2025	4.54	400,000⁽⁴⁾
January 24, 2025	4.57	371,000⁽⁴⁾
January 27, 2025	4.57	929,130⁽⁴⁾
January 29, 2025	4.05	392,664⁽⁴⁾
January 30, 2025	4.11	815,000⁽⁴⁾
January 31, 2025	4.46	1,900,000⁽⁴⁾
February 3, 2025	4.55	600,000⁽⁴⁾
February 4, 2025	4.24	250,000⁽⁴⁾
February 5, 2025	4.19	500,000⁽⁴⁾
February 6, 2025	4.22	17,823⁽⁴⁾
February 7, 2025	4.11	430,000⁽⁴⁾
February 10, 2025	4.16	945,000⁽⁴⁾
February 11, 2025	4.08	550,162⁽⁴⁾
February 12, 2025	4.06	31,784⁽⁴⁾
February 13, 2025	3.91	425,000⁽⁴⁾
February 14, 2025	4.01	750,000⁽⁴⁾
February 18, 2025	4.08	45,000⁽⁴⁾
February 19, 2025	4.08	160,000⁽⁴⁾
February 20, 2025	4.02	230,000⁽⁴⁾
February 21, 2025	3.93	8,200⁽⁴⁾
February 24, 2025	3.86	67,611⁽⁴⁾
February 27, 2025	3.22	243,000⁽⁴⁾
February 28, 2025	3.08	730,887⁽⁴⁾
March 3, 2025	2.99	700,000⁽⁴⁾
March 4, 2025	3.14	396,886⁽⁴⁾
March 5, 2025	2.79	480,000⁽⁴⁾
March 6, 2025	2.77	650,000⁽⁴⁾
March 10, 2025	2.86	1,350,000⁽⁴⁾
March 12, 2025	2.53	400,000⁽⁴⁾
March 13, 2025	2.57	525,000⁽⁴⁾
March 17, 2025	2.48	580,000⁽⁴⁾
March 18, 2025	2.51	315,000⁽⁴⁾
March 20, 2025	2.39	820,000⁽⁴⁾
March 21, 2025	2.44	280,000⁽⁴⁾
March 24, 2025	2.26	180,000⁽⁴⁾
March 25, 2025	2.52	670,000⁽⁴⁾
March 26, 2025	2.58	175,000⁽⁴⁾

Name, Province or State and Country of Residence, and Position with the Company⁽¹⁾	Present Principal Occupation, Business or Employment⁽¹⁾	Date Served as Director or Officer Since	Number and percentage of Common Shares beneficially owned, or controlled or directed, directly or indirectly⁽²⁾
Frank Holmes ⁽⁴⁾^,⁽⁵⁾⁾ Texas, USA Executive Chairman, Director	Chief Executive Officer and Chief Investment Officer of U.S. Global Investors, Inc.	August 23, 2017	139,000 (<0.5%)
Marcus New ⁽³⁾^,(6) British Columbia, Canada Director	CEO of InvestX Capital & Managing Partner of InvestX Master GP1. Former CEO of Stockhouse Publishing.	March 25, 2018	226,000 (<0.5%)
Darcy Daubaras British Columbia, Canada Chief Financial Officer	Chief Financial Officer of the Company from October 2018 to present; Senior Finance Consultant of FinancialCAD Corporation from April 2016 to September 2018.	October 1, 2018	8,900 (<0.5%)
Dave Perrill ⁽³⁾^,(4) Minnesota, USA Director	Founder and CEO of PerrillCo. Founder and former CEO of Compute North LLC.	October 21, 2019	Nil (0.00%)
Aydin Kilic British Columbia, Canada President & Chief Executive Officer	President & Chief Executive Officer of the Company from January 2023 to present. President & Chief Operating Officer of the Company from August 2021 to January 2023. Founder and CEO, Fortress Technologies Inc. November 2017- September 2021	August 17, 2021	198,852 (<0.5%)
Susan McGee ⁽³⁾^,(5) Texas, USA Director	Self-employed from June 2018 to present; President and General Counsel of U.S. Global Investors, Inc. from September 1992 to June 2018.	December 21, 2021	50,000 (<0.5%)
Luke Rossy Montreal, Canada Chief Operating Officer	Chief Operating Officer of the Company from January 2024 to present. VP Operations of the Company from May 2023 to January 2024. Senior Developer and Operations Manager of the Company from April 2021 to May 2023. Senior Developer at GPU.one from April 2018 - April 2021.	January 4, 2024	6,600 (<0.5%)
Mario Sergi Montreal, Canada Chief Information Officer	Chief Information Officer of the Company from January 2024 to present. Senior Manager, Data Center Operations & Infrastructure of the Company from Aug 2021 to Jan 2024. Chief Information Officer of CaSA.energy from Feb 2016 to April 2021	January 4, 2024	1,050 (<0.5%)

	Year Ended 2025	Year Ended 2024
Audit fees	CAD$675,000	CAD$742,500
Audit related fees⁽¹⁾	CAD$141,075	CAD$128,250
Tax fees	Nil	Nil
All other fees⁽²⁾	CAD$200,500	CAD$140,000
Total fees:	CAD$1,016,575	CAD$1,010,750

	Operational	MW	MW Capacity
Sites	Hashrate	Utilized	Available
New Brunswick, Canada owned facility**	3,149 PH/s	68.5 MW	70.0 MW
Quebec, Canada leased facility	1,417 PH/s	33.0 MW	34.5 MW
Boden, Sweden leased facility	1,491 PH/s	28.5 MW	32.0 MW
Boden 2, Sweden owned facility	339 PH/s	5.5 MW	6.0 MW
Robertsfors, Sweden leased facility	78 PH/s	3.3 MW	4.0 MW
Notviken, Sweden leased facility	44.5 PH/s	1.1 MW	1.5 MW
Yguazu, Paraguay owned facility	3,871 PH/s	73.0 MW	200.0 MW
Quebec City, Canada hosted facility *	N/A	0.7 MW	0.7 MW
Montreal, Canada hosted facility *	N/A	1.4 MW	1.5 MW
Stockholm, Sweden hosted facility *	N/A	0.8 MW	0.8 MW
Total	10,390 PH/s	215.8 MW	351.0 MW

		Three months ended March 31,					Year ended March 31,
		2025			2024		2025			2024
Total revenue	$	31,161		$	36,881	$	115,279		$	114,465
Net (loss) income		(52,949	)		54,476		(2,996	)		26,500
Gross operating margin (1)		8,778			15,581		25,148			37,522

Basic (loss) income per share	$	(0.34	)	$	0.55	$	(0.02	)	$	0.29

Digital assets mined - BTC		303			658		1,414			3,123


ANDE:	Refers to the Administración Nacional de Electricidad (“ANDE”), Paraguay’s state-owned utility responsible for the generation, transmission, and distribution of electricity nationwide.
ASIC:	An ASIC (application-specific integrated circuit) is a microchip designed for a special application, such as a particular kind of transmission protocol or a hand-held computer. In the context of digital currency mining ASICs have been designed to solve specific hashing algorithms efficiently, including for Bitcoin mining.
Bitcoin or BTC:	Bitcoin refers to the native token of the Bitcoin network which utilizes the SHA-256 algorithm. Bitcoin is a peer-to-peer payment system and the digital currency of the same name which uses open source cryptography to control the creation and transfer of such digital currency.
Bitcoin Network:	The network of computers running the software protocol underlying Bitcoin and which network maintains the database of Bitcoin ownership and facilitates the transfer of Bitcoin among parties.
Blockchain:	A Blockchain is a generally immutable, decentralized public transaction ledger which records transactions, such as financial transactions in cryptocurrency, in chronological order. Bitcoin and Ethereum are the largest examples of a public blockchain.
BuzzMiner:	A Bitcoin mining system developed by HIVE, using the Intel BlockScale ASIC, manufactured by an original design manufacturer ("ODM") which HIVE engaged, using aspects of the Intel Reference Design, with various improvements and optimizations and features implemented by HIVE (and unique to HIVE's BuzzMiner) including custom application programming interface ("API") calls, a software layer, operating modes at different ASIC frequencies, allowing HIVE to mine from 110 Terahash per second ("TH/s") to 130 TH/s at different efficiencies, along with demand response functionality.
Ether or ETH or Ethereum:	Ether, ETH or Ethereum refers to the native token of the Ethereum Network which utilizes the ethash algorithm. Ethereum is a global, open-source platform for decentralized applications. Ethereum, ETH and Ether are used interchangeably to refer to the cryptocurrency.
Ethereum Classic:	Ethereum Classic refers to the native token of the Ethereum Classic Network.
Fireblocks	Fireblocks LLC is an enterprise-grade platform delivering a secure infrastructure for moving, storing, and issuing digital assets.
FPPS:	FPPS (Full Pay-Per-Share) is a bitcoin mining reward model where miners receive a fixed payout for each share submitted, covering both block rewards and transaction fees. The mining pool assumes the risk of block variability and pays miners regardless of actual block discovery, offering predictable earnings.
GPU:	A GPU or Graphics Processing Unit is a programmable logic chip (processor) specialized for display functions. GPUs have proven to be efficient at solving digital currency hashing algorithm previously and more commonly now used to process machine learning or AI workloads
Hashrate:	Hashrate is a measure of mining power whereby the expected revenue from mining is directly proportional to a miner's hashrate normalized by the total hashrate of the network. All Company hashrate metrics that are provided within this report (e.g. EH/s) are from ASIC machines ("BTC only") unless otherwise specified.
Hashprice	Hashprice measures the daily revenue Bitcoin miners can expect to earn per unit of computational power and is typically measured in dollars per terahash per second per day ($/TH/s/day).
HPC:	High performance computing (HPC) is a business practice that combines computing resources to solve large problems that are too difficult or time-consuming for a single computer to handle. HPC is used in many industries, including business, science, engineering, and academic research and more recently, has been used to support artificial intelligence (AI) applications.
Mining:	Mining refers to the provision of computing capacity (or hashing power) to secure a distributed network by creating, verifying, publishing and propagating blocks in the blockchain in exchange for rewards and fees denominated in the native token of that network (i.e. Bitcoin or Ethereum, as applicable) for each block generated.
Merge or Ethereum Merge:	The Merge refers to the shift in the Ethereum Blockchain from proof-of-work consensus to proof-of-stake consensus as of September 15, 2022.
Network Difficulty or Difficulty:	Network difficulty is a measure of how difficult it is to find a hash below a given target.
Proof-of-Stake:	Under proof-of-stake consensus stakers who have sufficiently large coin balances 'staked' on the network update the ledger; stakers are incentivized to protect the network and put forth valid transactions because they are heavily invested in the network's currency.
Proof-of-Work:	Under proof-of-work consensus, miners performing computational work on the network update the ledger; miners are incentivized to protect the network and put forth valid transactions because they must invest in hardware and electricity for the opportunity to mine coins on the network. The success of a miner's business relies on the value of the currency remaining above the cost to create a coin.
Revaluation of Digital Currencies:	Refers to the recognition of fair value adjustments to digital currency holdings based on available market prices at a point in time.

		April		May		June		July		August		September
Bitcoin		2024		2024		2024		2024		2024		2024
Average price	$	66,247	$	65,043	$	66,057	$	62,739	$	60,095	$	60,212
Average daily difficulty (in trillions)		85.7		84.8		83.8		81.3		88.9		90.9

		October		November		December		January		February		March		Average
Bitcoin		2024		2024		2024		2025		2025		2025		YTD F2025
Average price	$	65,362	$	85,698	$	98,344	$	99,706	$	95,925	$	85,138	$	75,881
Average daily difficulty (in trillions)		92.2		101.1		106.3		109.8		111.7		112.2		95.7

Business Objective	Amount of Gross Proceeds Allocated (CAD)	Estimated Completion Date
Purchase of 7,000 S21 Antminer ASIC units	$19.5 million	Completed⁽¹⁾
General Working Capital & Overhead⁽²⁾	$7.4 million	N/A
TOTAL:	$26.9 million⁽³⁾	-

Agreement	Proceeds (USD)	Use of Proceeds Per Facility⁽¹⁾
2022 ATM Equity Program⁽²⁾	$3.9 million	Purchase of $5.5 million in data center equipment for New Brunswick Facility.
		Purchase of $0.7 million in data center equipment for Lachute (Québec) Facility
		Purchase of $26.0 million in data center equipment for Sweden (Boden) Facility
		Purchase of $1.0 million in data center equipment for Iceland Facilities.
May 2023 ATM Equity Program ⁽³⁾	$6.8 million	Purchase of $5.2 million in data center equipment for Lachute (Québec) Facility
		Purchase of $12.9 million in data center equipment for New Brunswick Facility
August 2023 ATM Equity Program ⁽⁴⁾	$90 million	Purchase of $15.1 million in data center equipment for Lachute (Québec) Facility
		Purchase of $24.2 million in data center equipment for Sweden (Boden & Boden 2) Facility
		Purchase of $25.1 million data center equipment for New Brunswick Facility
		Purchase of $5.9 million data center equipment for Montreal Facility
October 2024 ATM Equity Program⁽⁵⁾	$219.4 million	Purchase of $6.6 million in data center equipment for Sweden (Boden & Boden 2) Facility
		Purchase of $15.4 million data center equipment for New Brunswick Facility and Montreal Facility
		Purchase of $165.8 million in data center equipment and development costs for Paraguay Facilities.
		Purchase of $18.7 million data center equipment for Montreal (HPC) Facility
		Acquisition of Zunz SA from Bitfarms Ltd. and project payments of $43.1 for Yguazu Paraguay Facility

Business Objective / Milestone	Status	Estimated Costs	Expenditures to Date
Upgrade fleet of ASIC Miners to an efficiency of 30 J/TH⁽¹⁾	Complete, with more machines purchased than initially budgeted due to attractive deals in the market for low $/TH	$30 million	Approximately $31 million
Review sites for potential expansion opportunities with 40 MW of available power capacity	The Company acquired a 6 MW site in Sweden in fiscal 2024 and signed a 100 MW PPA in Paraguay as announced in July 2024 for its facility under construction in Valenzuela, Paraguay. The Company is continuing to evaluate further sites.	$75 million to $85 million	$43 million
Expand revenue from HPC line of operations by a factor of 10	All equipment required to complete this milestone is installed and operating, and as of the date hereof the Company has expanded the HPC line of operations by a factor of 10 (that is growing from $1 million to $10 million ARR). For the year ended March 31, 2025, the Company reported revenue of $10 million.	$5.3 million	$10.8 million

		Q4 2025			Q3 2025			Q2 2025			Q1 2025			Q4 2024

Revenue from digital currency mining	$	28,148		$	26,687		$	20,765		$	29,636		$	35,071
High performance computing hosting		3,013			2,542			1,883			2,605			1,810
		31,161			29,229			22,648			32,241			36,881

Operating and maintenance		(21,787	)		(23,465	)		(21,903	)		(21,004	)		(20,919	)
High performance computing service fees		(596	)		(487	)		(345	)		(544	)		(381	)
Depreciation		(17,967	)		(18,050	)		(15,379	)		(13,094	)		(16,185	)
		(9,189	)		(12,773	)		(14,979	)		(2,401	)		(604	)

Gross operating margin		8,778			5,277			400			10,693			15,581
Gross operating margin % (1)		28%			18%			2%			33%			42%
Gross margin %		(29%)			(44%)			(66%)			(7%)			(2%)

Revaluation of digital currencies (2)		(26,416	)		77,386			4,646			(21,942	)		59,436

General and administrative		(5,260	)		(4,564	)		(3,381	)		(3,443	)		(3,176	)
Foreign exchange (loss) gain		(1,046	)		(4,695	)		1,786			(1,152	)		1,312
Share based compensation		(4,639	)		(3,526	)		(2,234	)		(489	)		(599	)
Unrealized (loss) gain on investments		(6,699	)		9,651			8,383			7,732			127
Realized loss on investments		-			(311	)		-			-			-
Change in fair value of derivatives		2,028			489			520			615			217
Provision on sales tax receivables		-			-			966			-			(1,846	)
Gain on sale of mining assets		2,060			6,924			5,190			4,319			1,316
Other (expenses) income		(33	)		122			131			126			16
Finance expense		(596	)		(419	)		(630	)		(645	)		(706	)
Tax expense		(3,159	)		(123	)		(318	)		(1,008	)		(1,017	)
Net (loss) income from continuing operations	$	(52,949	)	$	68,161		$	80		$	(18,288	)	$	54,476

EBITDA (1)	$	(31,227	)	$	86,753		$	16,407		$	(3,541	)	$	72,384
Adjusted EBITDA (1)	$	(30,676	)	$	82,866		$	11,965		$	(7,986	)	$	73,296

		March 31,		March 31,
		2025		2024
Cash	$	23,375	$	9,678
Amounts receivable and prepaids		15,343		6,929
Investments		24,136		6,974
Derivative asset		1,300		-
Digital currencies		181,146		161,645
Plant and equipment		202,848		95,356
Long term receivable		3,017		2,595
Deposits, net of provision		74,887		15,917
Right of use asset		5,546		7,588
TOTAL ASSETS	$	531,598	$	306,682

Accounts payable and accrued liabilities	$	15,377	$	10,595
Current portion of convertible loan - liability component		1,871		1,679
Current portion of lease liability		2,645		2,304
Acquisition loan payable		31,000		-
Term loan		3,558		5,608
Current portion of loans payable		2,792		2,792
Warrant liability		760		-
Current income tax liability		7,954		4,148
Convertible loan - liability component		-		1,875
Convertible loan - derivative component		-		120
Loans payable		10,200		10,400
Lease liability		3,095		5,334
Deferred tax liability		3,209		2,415
TOTAL LIABILITIES	$	82,461	$	47,270

	Q4 2025		REVISED Q3 2025	Q2REVISED 2025		REVISED Q1 2025
	$		$	$		$
Revenue	31,161		29,229	22,648		32,241
Net (loss) income	(52,949	)	68,161	80		(18,288	)
Basic (loss) income per share	(0.34	)	0.53	0.00		(0.17	)
Diluted (loss) income per share	(0.34	)	0.52	0.00		(0.16	)

	REVISED Q4 2024		REVISED Q3 2024	REVISED Q2 2024		REVISED Q1 2024
	$		$	$		$
Revenue	36,881		31,252	22,767		23,565
Net income (loss)	54,476		12,546	(28,747	)	(11,775	)
Basic income (loss) per share	0.55		0.14	(0.34	)	(0.14	)
Diluted income (loss) per share	0.55		0.14	(0.34	)	(0.14	)

		Contractual cash flows		within 1 year		1 to 3 years		3 to 5 years		5+ years
Accounts payable	$	12,623	$	12,623	$	-	$	-	$	-
Term loan		3,558		3,558		-		-		-
Convertible loan		2,429		2,429		-		-		-
Lease commitments		6,145		2,899		2,995		251		-
Loans payable and interest		14,938		2,894		2,655		2,533		6,856
Total	$	39,693	$	24,403	$	5,650	$	2,784	$	6,856

Total Outstanding as of:	March 31, 2025	Date of this report:	Exercise price range:
Shares outstanding	165,615,186	201,254,305
Restricted Share Units	7,102,412	9,899,412
Stock options	3,311,300	2,711,300	C$1.35 - C$25.35
Warrants	3,220,000	3,220,000	C$5.00 - C$6.00

Calculation of Gross Operating Margin:		Q4 2025			Q3 2025			Q2 2025			Q1 2025			Q4 2024

Revenue (1)	$	31,161		$	29,229		$	22,648		$	32,241		$	36,881
Less:
Operating and maintenance costs:		(21,787	)		(23,465	)		(21,903	)		(21,004	)		(20,919	)
HPC service fees:		(596	)		(487	)		(345	)		(544	)		(381	)
Gross Operating Margin	$	8,778		$	5,277		$	400		$	10,693		$	15,581

Gross Operating Margin %		28%			18%			2%			33%			42%

Calculation of Gross Mining Margin:		Q4 2025			Q3 2025			Q2 2025			Q1 2025			Q4 2024

Revenue from digital currency mining	$	28,148		$	26,687		$	20,765		$	29,636		$	35,071
Less:
Mining operating and maintenance costs		(20,195	)		(21,837	)		(20,416	)		(19,593	)		(19,683	)
Gross Operating Margin	$	7,953		$	4,850		$	349		$	10,043		$	15,388

Gross Mining Margin %		28%			18%			2%			34%			44%