HIVE Digital Technologies Ltd.: Exhibit 99.1

On May 24, 2022, the Company underwent a consolidation of the Common Shares (the "Consolidation") on the basis of five pre-consolidation Common Shares for one post-consolidation Common Share. Unless otherwise stated, all references to Common Shares in this AIF are to post-Consolidation Common Shares.

In this annual information form (“AIF”), HIVE Digital Technologies Ltd., together with its current subsidiaries, as the context requires, is referred to as the “Company” and “HIVE”. All information contained in this AIF is at June 25, 2025, unless otherwise stated.

Reference is made in this AIF to the Financial Statements and MD&A for HIVE for the year ended March 31, 2025, together with the auditor's report thereon. The Financial Statements and MD&A are available for review, under HIVE's profile on the SEDAR+ website located at www.sedarplus.ca.

All financial information in this AIF for Fiscal 2025 has been prepared in accordance with U.S. GAAP.

This AIF contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking information and statements include, but are not limited to, statements with respect to the Company's ability to meet its working capital needs at the current level for the next twelve-month period; management's outlook regarding future trends; sensitivity analysis on financial instruments, which may vary from amounts disclosed; and general business and economic conditions. For a complete list of the factors that could affect the Company, please make reference to those risk factors further detailed below under the heading "Risk Factors". Readers are cautioned that such risk factors, uncertainties and other factors are not exhaustive.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about the Company's business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions. Although the assumptions made by the Company in providing forward looking information or making forward looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of the Company to differ materially from any projections of results, performances and achievements of the Company expressed or implied by such forward-looking information or statements. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information or statements. The forward-looking information and statements contained in this AIF are made as of the date of this AIF and, accordingly, are subject to change after such date. The Company does not undertake to update or reissue forward looking information as a result of new information or events except as required by applicable law.

Unless otherwise specified, all references to $ or USD$ are to United States dollars and all references to CAD$ are to Canadian dollars.

The Company was incorporated in the Province of British Columbia on June 24, 1987 under the Business Corporations Act (British Columbia) under the name "Carmelita Petroleum Limited". The Company changed its name first on September 26, 1996 to "Carmelita Resources Limited", then on July 4, 2000 to "Pierre Enterprises Ltd.", then on February 1, 2011 to "Leeta Gold Corp.", then on September 17, 2017 to "HIVE Blockchain Technologies Ltd.", and finally on July 12, 2023 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 its registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3. The Company relocated its head office to this address in Texas as of January 6, 2025. The Company's head office was previously located at Suite 370, 1095 West Pender Street, Vancouver, BC, V6E 2M6.

The Company's common shares ("Common Shares" or "HIVE Shares") are listed for trading on the TSX Venture Exchange (the "TSXV") under the trading symbol "HIVE" as well as on the NASDAQ Capital Market ("NASDAQ") under the trading symbol "HIVE" and on the Open Market of the Frankfurt Stock Exchange ("FSE") under the trading symbol "FO0.F".

The Company has sixteen wholly owned subsidiaries: HIVE Blockchain Switzerland AG (incorporated under the laws of Switzerland), Bikupa Datacenter AB (incorporated under the laws of Sweden), Bikupa Datacenter 2 AB (incorporated under the laws of Sweden), Bikupa Real Estate AB (incorporated under the laws of Sweden), Bikupa Holding AB (incorporated under the laws of Sweden), HIVE Performance Computing AB (incorporated under the laws of Sweden), Buzz High Performance Computing Inc. (incorporated under the laws of the Province of British Columbia), Buzz Holding Inc. (incorporated under the laws of Barbados), HIVE Digital Data Ltd. (incorporated under the laws of Bermuda), HIVE Performance Computing Ltd. (incorporated under the laws of Bermuda), Liv Eiendom AS (incorporated under the laws of Norway), 9376-9974 Québec Inc. (incorporated under the laws of the Province of Québec), HIVE Atlantic Datacentres Ltd. (incorporated under the laws of the province of New Brunswick), W3X S.A. (incorporated under the laws of Paraguay), ZUNZ S.A. (incorporated under the laws of Paraguay), HIVE Holdings Paraguay 1 Ltd (incorporated under the laws of Bermuda), and HIVE Holdings Paraguay 2 Ltd. (incorporated under the laws of Bermuda). HIVE Blockchain Switzerland AG has one wholly owned subsidiary, HIVE Blockchain Iceland ehf, and HIVE Performance Computing Ltd. has one wholly owned subsidiary, HIVE Performance Cloud Inc. (incorporated under the laws of the Province of Québec).

On May 24, 2022, the Company completed a share consolidation of the Common Shares on the basis of five (5) pre-consolidation Common Shares for one (1) post-consolidation Common Shares (the "Consolidation"). As of the date immediately prior to the Consolidation, there were 411,209,923 Common Shares issued and outstanding. Effective market open on May 24, 2022, the Consolidation was completed and there were 82,241,984 Common Shares issued and outstanding.

On August 26, 2022, the Company announced the grant of 415,200 incentive stock options to employees, officers and consultants of the Company, exercisable at a price of CAD$5.66 per share for a period of 5 years. The Company also announced the grant of 1,425,280 restricted share units to employees, officers and consultants of the Company, which vest over 24 months.

On December 9, 2022, the Company announced the grant of 16,000 restricted share units to an officer of the Company, which vest over 12 months.

On January 13, 2023, the Company announced the grant of 1,200,000 restricted share units to the Company's directors and an officer, which vest over 12 months.

On September 2, 2022, the Company entered into an equity distribution agreement ("2022 Equity Distribution Agreement") with H.C. Wainwright & Co., pursuant to which the Company was entitled to sell up to $100 million of Common Shares (the "2022 ATM Equity Program"). Under the 2022 ATM Equity Program the Company issued 1,306,474 Common Shares (the "2022 ATM Shares") pursuant to the ATM Equity Program for gross proceeds of $3,941,736. The 2022 ATM Shares were sold at prevailing market prices, for an average price per 2022 ATM Share of $3.02. Pursuant to the 2022 Equity Distribution Agreement associated with the 2022 ATM Equity Program, a cash commission of $118,252 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the 2022 Equity Distribution Agreement. On February 7, 2023, the Company announced the conclusion of the 2022 ATM Equity Program.

In June 2022, grid provider Bodens Energi AB, extended an additional 2 MW to Bikupa under a temporary agreement, resulting in a total of 12 MW of temporary and 20 MW of permanent power connected to the leased facility in Boden. Presently, the extension for the 12 MW under temporary contract has been extended through November 30, 2025. The total operating capacity of HIVE Sweden Boden Facility as of the date of this AIF is 32 MW.

The Company announced the acquisition of certain Bitmain Antminer S19j Pro, and S19j Pro Plus ASIC miners at opportunistic prices, including:

The following is a summary of the material miner purchases made by the Company during Fiscal 2023:

As at March 31, 2023, the Company had built and shipped 5,743 HIVE BuzzMiners Bitcoin ASIC Miners ("BuzzMiners"), which can operate at an average hashrate between 105-130 TH/s, and produce 605 - 745 PH/s. These BuzzMiners were produced at a cost of approximately $30.5 million which includes deposits made to secure long lead time supply chain components with our original design manufacturer.

On June 16, 2022, Mr. Holmes resigned from the Audit Committee and Ms. McGee was added as a member of the Audit Committee.

On May 1, 2023, the Company filed a final short form base shelf prospectus with the securities regulatory authorities in each Province of Canada (the "2023 SFBS Prospectus").

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

On August 17, 2023, the Company entered into an amended and restated equity distribution agreement (the "August 2023 Equity Distribution Agreement") with Stifel GMP, Canaccord Genuity Corp, and Canaccord Genuity LLC (collectively, the "Agents"), pursuant to which the Company may, from time to time, sell up to $90 million of Common Shares (the "August 2023 ATM Equity Program"). The August 2023 Equity Distribution Agreement restates and supersedes the previous equity distribution agreement, dated May 10, 2023, between the Company and the Agents expanding the prior Canadian at-the-market program to the United States.

During the year ended March 31, 2024, the Company issued 1,374,700 Common Shares (the "2023 ATM Shares") pursuant to the 2023 ATM Equity Program for gross proceeds of CAD$9.0 million ($6.8 million). The 2023 ATM Shares were sold at prevailing market prices, for an average price per 2023 ATM Share of CAD$6.55. Pursuant to the 2023 Equity Distribution Agreement associated with the 2023 ATM Equity Program, 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 2023 Equity Distribution Agreement.

During 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 CAD$71.0 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 CAD$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.

On July 12, 2023, the Company changed its name from "HIVE Blockchain Technologies Ltd." to "HIVE Digital Technologies Ltd." (the "Name Change").

On July 6, 2023, the Company announced the grant of 620,000 incentive stock options to employees, officers and consultants of the Company, exercisable at a price of CAD$6.86 per share for a period of 5 years.

On January 12, 2024, the Company announced the grant of 257,976 restricted share units to employees, officers and consultants of the Company, which vest over 12 months.

The Company announced the acquisition of certain Bitmain S19k Pro miners and Bitmain S21 Antminers at opportunistic prices, including:

The following is a summary of the material miner purchases made by the Company during Fiscal 2024:

As of May 31, 2024, the Company's daily revenue was approximately $275,000 based on 4.03 BTC mined and using a Bitcoin price of $68,238, generated through 4,960 PH/s of mining capacity, which included:

On November 29, 2023, the Company acquired a data center and the real property (the “HIVE Boden 2 Facility”) on which it is situated, located in the city of Boden, Sweden.

HIVE also acquired certain assets located on-site in exchange for a purchase price payable in both cash and common shares of HIVE: (i) up to $750,000 payable in cash; and (ii) up to $1,500,000 payable in HIVE Shares in two installments.

The price of the Common Shares issued to the vendor of the HIVE Boden 2 Facility shall be equal to the lower of: (i) the closing price of the Common Shares on the TSXV on the date ending two (2) business days prior to the closing date of the acquisition (the “Turis Closing Date”); and (ii) the average closing price of the Common Shares on the TSXV on the last five days prior to the Turis Closing Date on which the TSXV is open for trading (the "Turis Issue Price"). Notwithstanding the foregoing, the Turis Issue Price shall not be lower than the minimum acceptable price of the TSXV.

The first installment was composed of 345,566 Common Shares. The second installment shall be paid at the later of: (i) the six month anniversary of the Turis Closing Date; and (ii) the date on which any claims made by HIVE within six months of the Turis 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 $500,000 less any amount payable by the vendor of the HIVE Boden 2 Facility to the Company in respect of such claim, divided by the Turis Issue Price. As of the date of this AIF, the second instalment has not been made.

During the 2024 financial year, the Company expressed its intent to expand its high-performance computing ("HPC") line of operations by a factor of 10, which meant the approximately 450 GPUs which were then operating in the Company's beta test in early calendar year 2023 would be expanded to 4,800 GPUs operating in the HPC business unit.

For the three month period ended March 31, 2024, HIVE achieved a run rate revenue of $7.2 million per year from its HPC business with GPUs. For the three month period ended June 30, 2024, HIVE achieved a run-rate revenue of $10.4 million per year from its HPC business with GPUs, which successfully met the Company's interim goal of $10 million of annualized run-rate revenue.¹ ^,2 See "GENERAL DEVELOPMENT OF THE BUSINESS - Three Year History - Fiscal 2025 - HPC Hosting and Expansion."

On December 15, 2023, the Company announced the purchase of 96 Nvidia H100 GPUs as part of its HPC and artificial intelligence (AI) strategy. These chips will operate in 12 HGX servers, each with 8xH100 GPUs with SXM connectivity. The Company received eight (8) of these GPUs in January 2024 and 88 of them in March 2024.

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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.

On December 28, 2023, the Company announced that it had completed a private placement offering of 5,750,000 special warrants of the Company (the "December 2023 Special Warrants") at a price of $5.00 per December 2023 Special Warrant for aggregate gross proceeds to the Company of $28,750,000 (the "December 2023 Private Placement"). Stifel Canada and Canaccord acted as co-lead underwriters and joint bookrunners (collectively, the "December 2023 Underwriters").

Subject to adjustment in certain circumstances, each December 2023 Special Warrant entitled the holder to receive one (1) unit of the Company upon exercise (each, a "December 2023 Unit"). Each December 2023 Unit consisted of one (1) Common Share and one-half (0.5) of one (1) Common Share purchase warrant (each whole of such Common Share purchase warrant being a "December 2023 Warrant"). Each December 2023 Warrant entitles the holder thereof to purchase one (1) Common Share of the Company at a price of $6.00 per Common Share until December 28, 2026.

On January 30, 2024, the Company filed a final short form prospectus in connection with the December 2023 Private Placement, qualifying the distribution of the 5,750,000 December 2023 Units issuable upon the automatic exercise of the December 2023 Special Warrants for no additional consideration.

On January 4, 2024, the Company announced the appointment of Luke Rossy to Chief Operating Officer ("COO") and Mario Sergi to Chief Information Officer ("CIO").

On July 19, 2024, the August 2023 Equity Distribution Agreement was terminated. Between April 1, 2024 and the date of termination, the Company issued 12,534,457 August 2023 ATM Shares pursuant to the August 2023 ATM Equity Program for gross proceeds of CAD$51.1 million ($37.4 million). During this period, August 2023 ATM shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of CAD$4.08 and 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.

On September 11, 2024, the Company filed a final short form base shelf prospectus with the securities regulatory authorities in each Province of Canada (the "2024 SFBS Prospectus").

On October 3, 2024, the Company filed a prospectus supplement to its short form base shelf prospectus dated September 11, 2024, and entered into an equity distribution agreement "the "2024 Equity Distribution Agreement") with Stifel, Nicolaus & Company, Incorporated; Canaccord Genuity LLC; B. Riley Securities, Inc.; and Northland Securities, Inc. (collectively, the "U.S. Agents"), and Stifel Nicolaus Canada Inc.; Canaccord Genuity Corp.; and Roth Canada, Inc. (collectively, the "Canadian Agents" and, together with the U.S. Agents, the "Agents"), to establish an at-the-market equity program (the "2024 ATM Equity Program"). Pursuant to the 2024 ATM Equity Program, the Company was able to sell, from time to time, sell up to US$200 million of Common Shares.

During the year ended March 31, 2025, the Company issued 46,573,934 Common Shares (the "2024 ATM Shares") pursuant to the 2024 ATM Equity Program for gross proceeds of $154.9 million. The 2024 ATM Shares were sold at prevailing market prices, for an average price per 2024 ATM Share of $3.33. Pursuant to the 2024 Equity Distribution Agreement associated with the 2024 ATM Equity Program, a cash commission of $4.0 million on the aggregate gross proceeds raised was paid to the Agents in connection with their services under the 2024 Equity Distribution Agreement.

As of the date hereof, the Company has issued an additional 35,039,119 2024 ATM Shares pursuant to the 2024 ATM Equity Program for gross proceeds of $64.5 million. The 2024 ATM Shares were sold at prevailing market prices, for an average price per 2024 ATM Share of $1.84. Pursuant to the 2024 Equity Distribution Agreement associated with the 2024 ATM Equity Program, a cash commission of $1.7 million on the aggregate gross proceeds raised was paid to the Agents in connection with their services under the 2024 Equity Distribution Agreement.

During the 2025 financial year, the Company announced the acquisition of certain Avalon A1 ASIC miners, Bitmain S21+ Hydro miners and Bitmain S21 Pro Antminers at opportunistic prices, including:

The following is a summary of the material miner purchases made by the Company since the beginning of Fiscal 2025:

As of May 31, 2025, the Company’s daily revenue is approximately $550,000, generated through payments of an average of 5.3 bitcoin mined per day using 10,300 PH/s of Bitcoin mining capacity, including:

The Company previously expressed its intent to expand its HPC line of operations by a factor of 10, which meant that the approximately 450 GPUs which were operating in the Company's beta test in early calendar year 2023 would be expanded to 4,800 GPUs operating in the HPC business unit. The Company successfully installed 4,800 Nvidia A-series GPUs in Tier 3 data centers (comprised of A40, A6000, A5000 and A4000 cards) operating in SuperMicro servers, additionally the Company has 96 Nvidia H100 GPUs operating in Dell servers. The Company currently operates approximately 4,000 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. Overall, the Company still has 480 Supermicro Servers operating a total of 4,000 GPUs in Tier 3 data centers in Montreal 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, whereas if the Nvidia A5000 and A4000 GPUs were installed, then 10 GPUs would operate in each server.

For the three months period ended June 30, 2024, the Company realized a revenue of $2.6 million from HPC operations, which successfully met the Company's interim goal of $10 million of annualized run-rate revenue. For the year ended March 31, 2025 the Company realized a revenue of $10.0 million, with its new Nvidia H100 cluster operation in Québec. The Company has since exceeded its interim target of $10 million annual recuring revenue ("ARR"), and now maintains a $20 million ARR target for calendar H1 2025, with future expansions of the Nvidia H200 GPUs for this time period. 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 has begun securing term-based customer contracts to compliment the on-demand business it currently has as of the date hereof.

The Company has reported the revenue and profitability of its HPC hosting operations in the 2025 MD&A under the heading “Consolidated Results of Operations on a Quarterly Basis”. In Q4 2024, the Company achieved revenues from its HPC hosting operations of approximately $1.8 million, against an operating cost of approximately $1.6 million. In Q1 2025, the Company achieved revenues from its HPC hosting operations of approximately $2.6 million, against an operating cost of approximately $1.4 million. In Q2 2025, the Company achieved revenues from its HPC hosting operations of approximately $1.9 million, against an operating cost of approximately $1.8 million. In Q3 2025, the Company achieved revenues from its HPC hosting operations of approximately $2.5 million, against an operating cost of approximately $2.1 million. In Q4 2025, the Company achieved revenues from its HPC hosting operations of approximately $3.0 million, against an operating cost of approximately $2.2 million.

On July 22, 2024, the Company announced that it plans to develop a 100 MW hydroelectric data center in 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, such agreement 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 approximately $6.0 million. As of the date hereof, construction is underway and the company is anticipating energization on or around August 30, 2025.

Upon full completion, the HIVE Valenzuela Facility is expected to contribute an estimated 6.5 exahashes per second (EH/s) to the Company’s total hashrate, increasing installed capacity to approximately 24.5 EH/s by the end of the fourth quarter of 2025. This expansion is also expected to enhance fleet-wide energy efficiency to approximately 17.5 joules per terahash (J/TH).

The Company announced on January 28, 2025 that it entered into a binding letter of intent with Bitfarms Ltd. to acquire the Yguazú 200 MW hydro-powered Bitcoin mining facility in Paraguay. On March 18, 2025, the Company announced the closing of the acquisition.

In addition to this, HIVE assumed an obligation to fund $19 million of power purchase agreement (“PPA”) deposits to Paraguayan National Administration of Electricity (“ANDE”), the Paraguayan utility company, and assumed remaining construction completion costs.

As of the date hereof, the Yguazú Facility operational and the 240 MVA 220/23 kV substation has been fully and successfully energized. The initial phase, consisting of 100 megawatts of air‑cooled ASIC miners is complete and has added approximately 5 exahashes per second (EH/s) to the Company’s installed hashrate.

The Company is currently in the process of ramping up the second 100 megawatts of capacity at the Yguazú site, which will utilize Bitmain Hydro AntSpace infrastructure and S21+ Hydro ASIC miners. Upon full deployment, this phase is expected to contribute an additional 6.5 EH/s, bringing the Company’s total installed hashrate to approximately 18 EH/s by August 2025. This expansion is anticipated to improve fleet-wide energy efficiency to approximately 18.5 joules per terahash (J/TH).

The 2024 Bitcoin Halving reduced the block reward from 6.25 BTC to 3.125 BTC. All things being equal, this has decreased the amount of Bitcoin a Miner earns for the same amount of computational effort, which could lead to reduced revenue unless it is offset by at least the following factors: (i) a rise in Bitcoin's price; (ii) a decrease in the Bitcoin network "difficulty" ("Difficulty"); and (iii) an increase in network transaction fees.

Increased usage of the Bitcoin network could result in higher transaction fees, which miners earn in addition to block rewards; this could partially offset the reduced block rewards. Reduced revenue from mining could decrease HIVE's operating cash flow.

HIVE generated 449, 340, 322 and 303 Bitcoins respectively in the quarters ended June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025 compared to 658 Bitcoin in the quarter ended March 31, 2024, which management attributes primarily to the 2024 Bitcoin Halving and increased Difficulty. The Company prepared for this Halving by upgrading its ASIC miners in the months leading up to and after the Halving, contributing to the positive results reported post the 2024 Bitcoin Halving. For the 90 days immediately preceding April 20, 2024 (being the date of the 2024 Bitcoin Halving), the Bitcoin network had an average Difficulty of approximately 80.1 trillion and an average price of approximately US$58,566; for the 90 days immediately following April 20, 2024, the Bitcoin network had an average Difficulty of approximately 83.8 trillion and an average price of approximately US$64,301.³

On January 6, 2025, the Company announced the strategic relocation of its head office from Suite 855, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2, to Suite 128, 7900 Callaghan Road, San Antonio, Texas, 78229, United States of America. The Company's registered office remains Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3.

On July 22, 2024, the Company announced the grant of 2,491,000 restricted share units to certain employees, officers, directors, and eligible consultants of the Company. The RSUs were issued pursuant to the Company's RSU plan and are subject to the statutory one-year minimum vesting period imposed by the TSXV.

On November 8, 2024, the Company announced the grant of 2,442,000 restricted share units to employees, officers, directors, and qualified consultants of the Company. The RSUs vest over two years in compliance with TSXV guidelines and are locked for a minimum of one year.

On February 18, 2025, the Company announced the grant of 1,117,000 restricted share units to select employees, officers, directors, and eligible consultants of the Company.

On February 18, 2025, the Company announced the grant of 2,797,000 restricted share units to select employees, officers, directors, and eligible consultants of the Company.

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

On February 18, 2025, the Company announced the appointment of Craig Tavares as President and Chief Operating Officer ("COO") of Buzz HPC.

Subsequent to March 31, 2025, on April 21, 2025, the Company announced the grant of 2,797,000 RSUs to select employees, officers, directors, and eligible consultants of the Company. These RSUs were issued under the Company's RSU Plan and are subject to the TSXV's statutory one-year minimum vesting period.

As of April 23, 2025, the Yguazú Facility is in operation and the 240 MVA 220/23 kV substation has been fully and successfully energized. The Company is in the process of ramping up its operations.

On May 14, 2025, the Company filed an amended and restated prospectus supplement to its short form base shelf prospectus dated September 11, 2024, and entered into an amended and restated equity distribution agreement (the “Amended 2025 Equity Distribution Agreement”) with Keefe, Bruyette & Woods, Inc., Stifel Nicolaus Canada Inc., Canaccord Genuity LLC, Roth Canada, Inc., B. Riley Securities, Inc., and Northland Securities, Inc. (the “2025 Agents”). The Amended 2025 Equity Distribution Agreement restates and supersedes the previous agreement dated October 3, 2024, under which the Company had raised gross proceeds of approximately $181 million through the sale of 61,839,995 Common Shares. The amended agreement qualifies the continued distribution of up to $119 million of Common Shares (the “Amended 2025 ATM Equity Program”). Shares may be sold from time to time through at-the-market distributions on the TSXV and Nasdaq at prevailing market prices, at the Company’s discretion. The Company is not obligated to sell any Common Shares and may terminate the agreement at any time. Net proceeds, if any, are expected to be used for general corporate purposes, working capital, debt repayment, and potential future acquisitions.

As at June 24, 2025, the Company has issued 19,773,058 Common Shares (the “Amended 2025 ATM Shares”) pursuant to the Amended 2025 ATM Equity Program for gross proceeds of $38.6 million. The Amended 2025 ATM Shares were sold at prevailing market prices for an average price per Amended 2025 ATM Share of $1.95. Pursuant to the Amended 2025 Equity Distribution Agreement associated with the Amended 2025 ATM Program, a cash commission of $1.0 million on the aggregate gross proceeds raised was paid to the 2025 Agents in connection with their services under the Amended 2025 Equity Distribuaztion Agreement.

On May 28, 2025, the Company announced that it had surpassed 10 Exahash per second (EH/s) in global Bitcoin mining hashrate. Management of the Company believes that it is on track to achieve its phase 1 target of 11.5 EH/s by the end of June 2025 and continues to progress toward its long-term objective of reaching 25 EH/s by December 2025. This expansion is fully funded.

HIVE is a growth oriented, publicly listed company. The Company operates in two segments: (a) the provision of data server facilities for the purposes of generating computational power, namely Hashrate which can be sold to mining pools or used in support of validating transactions on the Bitcoin network and (b) the provision of high performance computing data centers which can be used by customers for artificial intelligence and graphics rendering, among other things. The Company owns and leases predominantly-green energy-powered data center facilities in Canada, Sweden, and Paraguay; the Company provisions computational power at each of these sites. The Company sells the computational power to various third-party aggregators.

The Company is in the process of diversifying its business by utilizing its approximately 31,500 GPU-based cards to build systems that can provide computational power on a large scale. In addition, the Company will branch out into the rental of GPU server clusters via marketplaces and is exploring the development of a new service to be known as BUZZ Cloud. This cloud service will 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 up to 10 GPUs to clusters of multiple servers.

For a further description of HIVE's current cryptocurrency mining business and its general development, see "GENERAL DEVELOPMENT OF THE BUSINESS" above. HIVE believes that these strategic transactions, along with certain related financings and capital markets initiatives, corporate initiatives, and other transactions, each as further detailed above or elsewhere in this AIF and the Fiscal 2025 MD&A, have been the primary influence on the general development of HIVE's business during the last three completed financial years and subsequently.

HIVE currently maintains seven (7) cryptocurrency mining facilities as set forth below. The Company’s operating and maintenance expenses are composed primarily of electricity to power its computing equipment as well as cooling and lighting, etc. The facilities are strategically located where electricity costs are low due to an abundance of hydro power and geothermal energy. Other site expenses include leasing costs for the facilities, internet access, equipment maintenance and software optimization, and facility security, maintenance and management.

The HIVE Lachute Facility is a leased facility and is located in Québec, Canada and as of March 31, 2025 is equipped with approximately 10,500 Bitcoin miners, with an aggregate operating hashrate of approximately 1,360 PH/s. The HIVE Lachute Facility utilizes approximately 34 MW of power, with available power capacity of 36 MW. 100% of the Bitcoin mining power is being utilized by HIVE for self-mining.

In April 2020 HIVE acquired this leased facility located in Lachute, Quebec from Cryptologic, which has access to low cost, renewable electricity, available capacity of 36 MW of HVAC and electrical infrastructure that is unique to cryptocurrency mining, systems for power and internet connectivity and operational staff. HIVE subsequently invested in next generation mining equipment that provides better gross mining margins of Bitcoin rewards.

In the first quarter of fiscal 2021, HIVE invested more than $2 million in approximately 2,000 next generation SHA-256 Bitmain-manufactured miners with an aggregate operating hashrate of 124 PH/s to scale up mining power and increase the operating efficiency of the facility. In July 2020, HIVE ordered 200 additional new generation Bitmain miners, with an aggregate operating hashpower of 12 PH/s, from an equipment broker. In August 2020, the Company installed an additional 1,000 new generation miners from manufacturer MicroBT, having a cost of approximately $2 million, with an aggregate operating hashrate of 93 PH/s. The equipment was initially hosted by HIVE on behalf of an institutional client, and on July 12, 2021 these machines were purchased from this institutional client.

As part of the Company's strategy to enhance mining efficiency ahead of the 2024 halving event, over 8,500 new-generation ASICs were deployed to the Lachute facility since April 1, 2023. These ASICs replaced older models, leading to a significant increase in hashrate from approximately 670 PH/s to 1,360 PH/s.

The Company's operations in Sweden as of March 31, 2025 comprise the following facilities:

(a) The HIVE Sweden Boden Facility, leased facility in Boden, equipped with approximately 8,560 Bitcoin miners, with an aggregate operating hashrate of approximately 1450 PH/s. The HIVE Sweden Boden Facility is equipped with power capacity of 32 MW.

(b) The HIVE Sweden Robertsfors Facility, leased facility in Robertsfors, equipped with approximately 1,000 Bitcoin miners, generating approximately 80 PH/s. The HIVE Sweden Robertsfors Facility utilizes approximately 3 MW of power.

(c) The HIVE Notviken Facility, a modular unit near near Lulea, Sweden, equipped with 430 Bitcoin miners, generating approximately 45 PH/s. The HIVE Sweden Notviken Facility utilizes approximately 1.1 MW of power.

(d) The HIVE Boden 2 Facility, an owned facility in Boden, equipped with approximately 1,600 Bitcoin miners, with an average operating hashrate of approximately 370 PH/s. The HIVE Sweden Boden 2 Facility utilizes approximately 6.0 MW of power.

HIVE began developing its operations in Sweden in August 2019, when it assumed full control of operations at the HIVE Sweden Facility from Genesis Mining Ltd. and entered into direct agreements with local suppliers, including a strategic partnership with OnZero to be the facility operator. Since the initial acquisition, the Company realigned the focus of its operations at the of the HIVE Sweden Facility towards data center operations in order to broaden the range of services the Company offers. In March 2020, HIVE announced the initiation of an expansion at the HIVE Sweden Facility which was ultimately completed during Fiscal 2022.

In June of 2021 HIVE announced the expansion of its operations in Sweden with the addition of the HIVE Sweden Robertsfors Facility, a 4 MW facility in the town of Robertsfors, Sweden (the “HIVE Sweden Robertsfors Facility”). This facility is managed by Bikupa Datacenter 2 AB and hosts approximately 1,000 ASIC miners.

In November of 2021 Hive entered into a direct service agreement with Barrage d.o.o. (LLC) (“Barrage”) to manage its facilities located in Sweden. To better define the number of staff needed and services provided by Barrage, in April, 2022 Hive and Barrage entered into a new Datacenter IT services agreement which also incorporated the Swedish operating units of the companies. The contract with Onzero remains in place for the remote IT services.

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 will increase by approximately 0.30 Swedish Krona (“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 Facility was approximately 0.30 to 0.50 SEK per kWh. Revenues from HIVE’s operations at these facilities typically ranges from 0.80 to 1.00 SEK per kWh. The HIVE Sweden Facilities currently represents approximately 34% of the Company’s global production of Bitcoin per day. See “Risk Factors – energy Tariffs in Paraguay.”

In December 2023 the Swedish operating unit Bikupa Datacenter AB entered into a consulting agreement with Tonamic Technologies AB for the onsite management of the Hive Boden 2 Facility. Onzero manages the remote IT services for the facility.

The Company is using previous generation equipment at the HIVE Sweden Boden Facility to programmatically start to mine when it is profitable to do so, up to the 32 MW of capacity. On March 31, 2025, approximately 850 BuzzMiners and 2,200 S19 kPro Miners were installed in the HIVE Sweden Boden Facility and 400 S19 kPro Miners were installed at the HIVE Notviken Facility. The cost of these 2,600 S19 kPro Miners was approximately $3.8 million.

On July 22, 2024, the Company announced that it had acquired an additional 500 S21 Pro Miners, which have been delivered to the Company (the “July 2024 Order”). The Company has installed these ASIC Miners at the HIVE Sweden Boden Facility.

As of March 31, 2025 the company has approximately 1,400 GPUs unplugged. The Company notes that approximately 1,700 GPU’s operating HPC workloads are still running in Stockholm as of March 31, 2024. However, there are no GPUs doing mining as of January 31, 2024. Older miners that cannot be plugged in or that are not profitable are sold or recycled.

As of April 24, 2025, the Company is moving its fleet of BuzzMiners to Paraguay. This redistribution of BuzzMiners to Paraguay is in progress. The BuzzMiners are being replaced with higher efficiency ASICs which have been decommissioned from the Company’s operations in Iceland.

A total of 2,965 A1566 Miners have been installed at the HIVE Sweden Boden Facility from the November 2024 Order, to fill spare capacity and replace the least efficient miners.

On November 29, 2023, the Company acquired a data center and the real property on which it is situated, located in the city of Boden, Sweden. This facility had 1.5 MW operational and has been expanded to 7.0 MW, and internally referred to as Boden 2 which hosts approximately 1700 new generation miners with an operational hashrate of approximately 370 PH/s. The facility received new generation ASICs throughout 2024.

The Boden 2 facility consists of an office building, a storage building and four data halls: A1, A2, A3, which are interconnected, and A5. Because there is no additional power available to this site, building A4 has yet to be built and remains a cement foundation. At the time of the acquisition, four 1.5 MW transformers also formed part of the transaction. Another transformer with a subscription of 0.5 MW is owned by the local grid provider, Bodens Energi and the company is leasing one 2 MW transformer from Vattenfall AB. On November 29, 2024 the facility had 7 MW of available power.

The HIVE Iceland Facility was a leased facility with atNorth and was previously equipped with approximately 2,400 new generation Bitcoin miners, with an aggregate operating hashrate of approximately 250 PH/s. This facility had a combined capacity of approximately 8.0 MW of power. Iceland tends to be cool year-round, with summer daytime temperature seldom rising above 25°C. Consequently, the Company did not have to incur costs associated with substantial cooling of mining equipment at this facility.

We received notification from the Icelandic power company on November 29, 2023, mandating a 50% reduction in energy consumption until further notice, attributable to diminished water levels in hydroelectric reservoirs. No specific end date had been provided; however, we were told that we would be informed when operations could resume normal energy usage pending reservoir levels recovering sufficiently. Do to the curtailment, we reduced our operating hashrate of approximately 130 PH/s utilizing 4.0 MW of power.

HIVE Blockchain Iceland ehf also entered into a service agreement with Borealis Data Park ehf on November 25, 2021, for the hosting of equipment at the Borealis Facility. The agreement enabled the hosting of approximately 1,200 new generation Bitcoin miners, or 4.5 MW of capacity, over a period of 36 months, using geothermal and hydroelectric energy. On January 2, 2024, the Company mutually agreed to the early termination of its service agreement for the Borealis Facility. The 1,200 Bitcoin miners were moved to storage and most of the miners were subsequently sold, while approximately 100 units were moved to the HIVE Sweden Boden Facility.

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 end of their economics life cycle. Instead of upgrading to new generation ASICs, the preferred option was to conclude the service agreement. This concluded the Company’s operations in Iceland, and simplifies the Company’s global portfolio with operations in Canada and Sweden, with expansions to increase hashrate now underway in Paraguay, which will provide the Company 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.

The HIVE New Brunswick Facility was acquired from GPU One through the purchase of GPU Atlantic, which has undergone a name change, and is now known as HIVE Atlantic Datacentres Ltd. ("HIVE Atlantic"). HIVE Atlantic is a wholly owned subsidiary of the Company and is the owner of the HIVE New Brunswick Facility. As of the date of this AIF, this facility has a capacity of 80 MW of power. As of March 31, 2025, this facility operates approximately 20,000 new generation ASIC miners, with an aggregate operating hashrate of approximately 3,040 PH/s, utilizing approximately 60 MW of power. At full capacity, the campus can utilize approximately 75 MW of power.

1,500 Bitmain S19 kPro Miners (“S19 kPro Miners”) were installed at the New Brunswick Facility to replace the least efficient machines. As part of the replacement of certain Miners during the fourth financial quarter of 2022 and 2023 financial year (the “2022 Q4 Replacement”), 6,000 S21 Miners have been installed in New Brunswick, composed of 5,000 S21 Miners from the acquisition of Miners around December 2023. Approximately 1,000 A15-194T Miners and 3,500 A1566 Miners were installed at the New Brunswick Facility to replace the least efficient machines

On October 23, 2019, HIVE Atlantic entered into an agreement for the supply of power and energy (the "NB Agreement") with New Brunswick Power Corporation ("NB Power"). The NB Agreement has a term of ten (10) years.

The NB Agreement stipulates that NB Power will supply a total of 15,000kW of power to HIVE Atlantic, 2,250kW of which NB Power has a contractual obligation to deliver on a continued basis from October 23, 2019 until October 23, 2029, while the 12,750kW of interruptible surplus power can be consumed at HIVE's discretion at the daily spot prices during this same ten (10) year term.

"Total Usable Power" is not defined in the NB Agreement; it is the sum of the Contracted Reserve and the Surplus Energy. The NB Agreement defines "Contracted Reserve" and "Surplus Energy" as follows:

The Total Usable Power is thus the amount of kW that HIVE can elect to consume on a daily basis throughout the term of the NB Agreement.

At the time of execution of the NB Agreement, the understanding with NB Power was that the Company would have a right to consume a total amount of 50 MW on a continuous basis. Pursuant to the foregoing, on August 11, 2020, NB Power issued a facilities study which, in effect, authorized HIVE Atlantic to increase total consumption to the level of 50 MW on a continuous basis.

On April 5, 2022, the NB Agreement was updated to reflect that NB Power will supply a total power supply of 80,000kW to HIVE Atlantic, with 37,500kW of which NB Power has a contractual obligation to deliver on a continued basis until October 23, 2029 with the available Surplus Energy at 42,500kW, bringing the Total Usable Power to 80,000kW throughout the duration of the term.

Curtailable power, or Surplus Energy, which is available to HIVE Atlantic varies daily with on-peak and off-peak hours. Each week, HIVE Atlantic obtains the anticipated pricing forecast for the week's available Surplus Energy and can elect when it wishes to operate and at what capacity (over and above its fixed Contracted Reserve).

NB Power has the right to withhold and suspend the supply of power and energy from HIVE Atlantic for the purpose of safeguarding life or property, for making repairs, changes, renewals, improvements or replacements to NB Power facilities that it deems necessary, but such interruptions are to be for the shortest period reasonably possible and in accordance with their Good Utility Practice, and when possible, arranged for a time least objectionable to HIVE Atlantic.

As part of the HIVE New Brunswick Facility acquisition, the Company acquired 740 Innosilicon miners and 40 Bitmain S9 Antminers, as well as data center equipment including racking, cabling, electrical infrastructure, and fixtures.

The 240 MVA 220/23 kV Substation has been successfully energized. All infrastructure for the initial air-cooled 100MW deployment is complete. The foundation and infrastructure work for Planned 100MW of hydro-cooling containers is in progress. As of March 31, 2025, the 160 MVA Substation is operational. The full 240 MVA Substation was energized on April 23, 2025, and is now fully operational. See "GENERAL DEVELOPMENT OF THE BUSINESS - Three Year History - Fiscal 2025 - Yguazú Facility".

The Company’s revenue and future capital raises will be used to finance ongoing and future construction. As of June 20, 2025, based on an average of the previous 15 days, the Company’s daily gross revenue is approximately $3,600,000, generated through payments of an average of 2.26 bitcoin mined per day using 4,420 PH/s of Bitcoin mining capacity from ASICs.

HIVE's facilities are located in relatively remote locations and surrounded by a chain-link fence with barbed wire and staffed with security on a 24x7x365 basis. The sites have a physical security policy and staff are trained to be aware of any unauthorized personnel. There are closed-circuit televisions on site and the mining rigs are located within locked data center warehouses. At the HIVE Sweden Facility, HIVE's strategic partner Barrage arranges for security for HIVE's facility. At the HIVE Lachute Facility, the property owners provide security for these facilities. At the HIVE New Brunswick Facility, a local service provider is responsible for providing IT and security services and has a 24/7 on-site presence with live camera feeds covering the interior buildings site and private substation.

The sites are equipped with the following mediums of connectivity: (a) two satellite internet connections; and (b) two long-term evolution connections. Each medium is provided by a different vendor, which increases redundancy and resiliency.

All key components of the sites are monitored including the intake air temperature, hash board temperature, voltage, hashrate, data center air temperature, exhaust air temperature and humidity of each facility. All parameters are monitored and can be changed remotely on a twenty-four hour basis throughout each day of the year, by: (i) OnZero for the HIVE Sweden Facility; (ii); (ii) the Company directly for the HIVE Lachute Facility; and (iii) for the HIVE New Brunswick Facility, a local service provider facilitates the maintenance and upkeep of the key components and provides their readings to the Company directly. Parallel monitoring is performed by local on-site staff who are responsible for implementing any necessary repairs to mining infrastructure. In the event that the Company's remote monitoring or any parallel monitoring identifies any malfunction or technical issue, personnel are dispatched to physically inspect and, if necessary, repair defective components. HIVE intends to maintain an inventory of all necessary components for repair, which is kept at the same facility as operations.

The Company utilizes a platform provided by Fireblocks Inc. (“Fireblocks”), which is headquartered in New York, to maintain custody⁴ and secure its digital currencies. The Company also holds its digital currencies in secure storage wallets at Bank Frick (“Bank Frick” and together with Fireblocks, the “Custodians”), which is headquartered in Liechtenstein. The Custodians are responsible only for safeguarding the cryptocurrency assets of the Company. Neither the Company nor the Custodians process cryptocurrency asset payments for the Company or for others. Neither of the Custodians uses a sub-custodian and neither is a related party of the Company. Bank Frick is regulated by the Liechtenstein financial market authority and is the foreign equivalent of a Canadian financial institution (as that term is defined in National Instrument 45-106 – Prospectus Exemption). The Company is not aware of anything with regards to the Custodians’ operations that would adversely affect the issuer’s ability to obtain an unqualified audit opinion on its audited financial statements. As at the date hereof, the percentages of the Company’s cryptocurrency assets held by Fireblocks and Bank Frick were approximately 99% and 1%, respectively. As at June 24, 2025, the quantity and dollar value of the Company’s cryptocurrency assets were 404 Bitcoin, with a market value of approximately $42.4 million.

The Company has conducted due diligence on its Custodians and has not identified any material concerns. It routinely reviews and verifies its asset balances on public blockchain explorers. In order to monitor Fireblocks, the Custodian at which the large majority of the Company's assets are held, the Company relies on system and organization controls provided by a SOC 2 Type II report, undertaken by an independent audit firm. Management of the Company is not aware of any security breaches or other similar incidents involving either of the Custodians which resulted in lost or stolen cryptocurrency assets. In the event of an insolvency or bankruptcy of the Custodians, the Company would write off as losses any unrecoverable cryptocurrency assets.

⁴HIVE owns all of the wallets in which its cryptocurrency assets deposited with Fireblocks are held. Fireblocks does not directly hold any of the Company's cryptocurrency inventory. Fireblocks stores two of the Company's three key shares on servers located in the United States and operated by Microsoft Azure, a cloud computing service operated by Microsoft Corporation, and International Business Machines Corporation; the Company maintains the third key share in the secure enclave of authorized user's mobile devices. All three key shares are required in order to execute a transfer of cryptocurrency from the secure storage wallet.

The Company has chosen to continue to use Bank Frick as one of its custodians due to its track record in the industry. Bank Frick has acted as custodian for the Company since its early stages and was one of the few institutions that readily accepted cryptocurrency companies in Europe after changes in Switzerland greatly limited banks from operating in the cryptocurrency industry. In addition, Bank Frick permits the Company to maintain accounts in both fiat currency as well as cryptocurrency, and consequently, upon sales of cryptocurrency, the proceeds can be deposited into one of the Company's accounts with Bank Frick which is denominated in US dollars.

Fireblocks was chosen as the Company's second and primary custodian after they had announced in December 2019 that they had completed an examination and received a SOC 2 Type II certification. In general, a SOC 2 Type II certification is issued by an outside auditor and evaluates the extent to which a vendor complies with five trust principles based on the systems and processes in place. These five principles include the following (collectively, the "Trust Services Criteria"):

The most recent SOC 2 Type II certification received by Fireblocks was based on an examination of its platform for the period from September 1, 2023 to August 31, 2024 (the "2024 SOC 2 Report"). The 2024 SOC 2 Report concluded that the controls implemented by Fireblocks were suitably designed to meet Fireblocks' service commitments and system requirements based on the applicable Trust Services Criteria. As a result of their nature however, the controls implemented by a service organization such as Fireblocks may not always operate effectively or continue to meet the applicable Trust Services Criteria. It is impossible to predict the future applicability of any evaluation regarding the suitability of design or operating effectiveness of the controls used by Fireblocks, as these are subject to the risk that the systems or controls used may change or become ineffective. Additionally, the conclusion of the 2024 SOC 2 Report is based on the assumption that the controls in place were effectively applied by user entities and any subservice organizations engaged by Fireblocks, which may not always be the case.

As of the date hereof, the Company's only material custodian is Fireblocks. The Company relies primarily on Fireblocks as it compiles documented controls that can be provided to the Company, such as the SOC 2 Type II certification, which are viewed as instrumental in providing verification to third parties that appropriate controls have been put in place.

Fireblocks is a wallet infrastructure provider and a digital asset security firm which was backed in its early stages by the investment arm of Fidelity International Ltd. Fireblocks utilizes multi-party computation technology to secure private keys to assist its customers to securely self-custody and transfer cryptocurrency assets among counterparties, and consequently, does not directly hold the Company's cryptocurrency inventory. Fireblocks stores two of the Company's three key shares on servers located in the United States and operated by Microsoft Azure, a cloud computing service operated by Microsoft Corporation, and International Business Machines Corporation; the Company maintains the third key share in the secure enclave of authorized user's mobile devices. All three key shares are required in order to execute a transfer of cryptocurrency from the secure storage wallet.

As at the date hereof, the Company had elected to maintain 99% of its cryptocurrency with Fireblocks primarily due to the comfort provided by the SOC 2 Type II certification, undertaken by an independent audit firm, and for which Fireblocks undergoes a review on an annual basis. Such reports are not applicable to Bank Frick or other large cryptocurrency custodians at this time. The Company reviews the SOC 2 Type II report to ensure it maintains a secure technology infrastructure and the security systems designed to safeguard cryptocurrency assets are operating effectively. To date, the Company has not identified any material concerns based on its review of the SOC 2 Type II report.

Fireblocks also maintains an insurance policy which covers technology, cyber, and professional liability, and has received an "A" rating by A.M. Best based on the strength of the policy. The Company is not aware of any security breaches or incidents involving Fireblocks, or of any other limitations on Fireblocks's insurance.

The Company further believes that the SOC 2 Type II certification better addresses the commentary of the Canadian Public Accountancy Board and the Canadian Securities Administrators continuing review and guidance in respect of custodial controls and security of cryptocurrency assets.

The Company has not been able to insure its mined digital currency, nor do either of the Custodians maintain any insurance over the cryptocurrency assets they hold, as of the date hereof. The Company views the risk of loss or theft as low, as its assets are maintained in secure storage with its Custodians. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally unavailable, or uneconomical for the Company to obtain which leads to the risk of inadequate insurance cover.

See "RISK FACTORS - Company Cryptocurrency Risks - Risks related to insurance".

Fireblocks use an MPC approach to their wallet architecture which means the private key to their workspace is created in multiple parts (called key shares) and is never combined as a whole, neither during the first creation of the wallet nor during the actual signature of a transaction. Fireblocks hold two shards in their cloud infrastructure, whilst a customer shard lives in the customer's mobile signing device. Coincover work with Fireblocks on behalf of the customer to securely store backups of the key shares, encrypted in a way that only the customer can fully decrypt the shards and reconstitute their private key.

The commercial relationship between the Company and Fireblocks is governed by a license agreement entered into on September 28, 2020 (the "Fireblocks License Agreement"). Pursuant to the terms of the Fireblocks License Agreement, the Company is entitled to a non-exclusive, non-sublicensable, and non-transferable license to access the custodial services provided by Fireblocks. Specifically, these services include a cryptocurrency wallet that stores private and public keys, interacts with various blockchains and enables the Company to monitor its balances of assets, as well as a number of optional services the Company may opt-in to from time to time. A full list of the optional services can be found in Appendix A of the Fireblocks License Agreement which has been posted to the Company's SEDAR+ profile. The Fireblocks License Agreement has been renewed with the current agreement expiring on September 28, 2024.

Either the Company or Fireblocks may terminate the Fireblocks License Agreement at any time by giving written notice if the other party is in breach or default of any material provision, and fails to cure the breach or default within thirty (30) days after being given such notice. If the Company does not pay two consecutive monthly invoices, Fireblocks may suspend, block and/or restrict the Company's access to the system upon providing ten (10) days prior notice of such suspension or termination to the Company.

In January, 2023, the Company and Fireblocks entered into a Letter Agreement for the provision of additional services contemplating disaster recovery procedures through Digital Asset Services Ltd. (trading as “Coincover”) a third-party provider. The Company has implemented these services provided by Coincover, effective February 10, 2023.

Coincover uses secure Amazon Web Services enterprise storage solutions to store the encrypted backup shards provided by Fireblocks (the recovery package). Coincover also stores, in offline vaults, the RSA private key used in the decryption of the recovery package. These are stored offline in secure facilities on certified FIPS 140-2 Level 3 devices (tamper proof, hardware encrypted).

There are multiple locations, geographically separated for redundancy. All devices are tested on a regularly basis at a minimum quarterly. Coincover employs a strict confidentiality policy around the process, locations and personnel. Duties are segregated ensuring that multiple approved personnel are required to complete a recovery.

The Company has purchased ASIC equipment manufactured by Bitmain, Canaan and Micro BT. The Company has purchased GPU cards manufactured by Nvidia and AMD, while GPU mining cases are manufactured by Alpha Miner and Mooseminer.

The cryptocurrency mining industry is highly competitive. In addition, there exist many online companies that offer cryptocurrency cloud mining services, as well as companies, individuals and groups that run their own mining farms. Miners can range from individual enthusiasts to professional mining operations with dedicated data centers, including those of the kind operated by our principal publicly-listed competitors. There are several companies competing in HIVE’s industry, including Hut 8 Mining Corp. (TSX: HUT), CleanSpark Inc. (NASDAQ: CLSK), Iris Energy Limited (NASDAQ: IREN), Riot Platforms, Inc. (NASDAQ: RIOT), Marathon Digital Holdings Inc. (NASDAQ: MARA), Bitfarms Ltd. (TSX: BITF), Bitdeer Technologies Group (NASDAQ: BTDR), Digihost Technology Inc. (TSXV: DGHI), and DMG Blockchain Solutions Inc. (TSXV: DMGI).

The vast majority of mining is now undertaken by mining pools, whereby miners sell their processing power to a pool, which assumes the risk of mining, and provides the hashrate vendors with stable payment for its hashrate sales. Mining pools became popular when mining difficulty and block time increased. While the rewards for successfully solving a block become considerably lower in the case of pooling, rewards are earned on a far more consistent basis, reducing the risk to pool operators and for miners with smaller computational power. Consequently, the Company may decide to sell its hashrate to various pools in order to ensure more predictable revenues.

Other market participants in the cryptocurrency industry include investors and speculators, retail users transacting in cryptocurrencies, and service companies that provide a variety of services including buying, selling, payment processing and storing of cryptocurrencies.

The Company's primary business is to develop and operate data centers for the provisioning of hashrate and computing power. HIVE's strength is its team's expertise in securing green-focused energy for the development of data center facilities and generating the computing power which it then sells. Consequently, the strategy of the Company is to expand its computing power and its operations. At the same time, HIVE is committed to maintaining a sustainable carbon footprint in its operations as a key part of its strategy and also its competitiveness and responsibility as a data center operator.

The Company's significant transactions for Fiscal 2025 and a brief summary of the terms are as follows:

All of HIVE’s locations are powered primarily by sustainable energy, being renewable hydroelectricity or geothermal energy.

The Company has an arrangement with Vattenfall AB, a power supply company based in Sweden, to receive electricity priced at the hourly spot rate until December 31, 2026. The electricity is being obtained for the purpose of powering the Company’s data center at the HIVE Sweden Boden Facility and the HIVE Boden 2 Facility. Together the two sites have a total of 39 MW of available power until November 30, 2025. A contract for 12 temporary MW attached to the HIVE Sweden Boden Facility is expiring on December 1, 2025. Once the temporary contract expires the HIVE Sweden Boden Facility will have 20 MW of power available to it. During the 2024 and 2025 fiscal years, the Company had a supplemental power pricing arrangement for 27 MW through December 31, 2024, 17 MW for the month of January 2025, and 29 MW for the months of February and March 2025. Currently the Company has secured 32 MW from March 31 to June 30, 2025, 27 MW from July 1 to September 30, and 17 MW from October 1 to December 31, 2025. The Company has also secured a total of 8 MW for the full 2026 calendar year. The fixed price agreement was assessed and is being accounted for as an executory contract whereby the monthly electricity costs are expensed as incurred. HIVE has a separate lease, data center, Internet access and facility management agreements in place with other third parties for other aspects of site operations and maintenance.

Power contracts for a total of 7.0 MW belong to the property on Hydrogränd 3 in Boden, Sweden and have been signed with the local grid provider, Bodens Energi. The same power supply agreement that provides the HIVE Sweden Boden Facility with power also provides the HIVE Boden 2 Facility with its power. HIVE has a separate data center, Internet access and facility management agreements in place with other third parties for other aspects of site operations and maintenance.

The Company currently has a supplemental power pricing arrangement that was entered into for the HIVE Sweden Robertsfors Facility in order to fix 3 MW of electricity consumption for the months January through December 2025 at a set price. Additionally, an agreement for the provision of 1 MW of electricity consumption for the HIVE Notviken Facility has been entered into for the period January through December 2025 and 0.5 MW for the period January through December 2026.

At the HIVE Iceland Facility, the Company has an initial two-year agreement effective June 1, 2020 with atNorth for hosting and related colocation services, including power usage (as well as hosting, shelving, data center operations and maintenance, and security). On February 10, 2023, the HIVE Iceland Facilities agreements were renewed and extended until February 28, 2025, while adding an additional 2.4 MW at the Iceland Facility. On April 27, 2023, a third extension to the HIVE Iceland Facility. On January 12, 2024, HIVE received a one-month termination notice of this same 570 kW from the third extension due to the difficult power situation in Iceland. The Company’s facility in Iceland is no longer active.

On November 26, 2021 HIVE signed a 36 month fixed price contract for hosting and colocation services at Borealis Data Park ehf for the operation of 1,200 ASIC miners. The agreement provides for the usage of up to 4.8 MW of capacity. On January 2, 2024, the Company and Borealis mutually agreed to the early termination of its service agreement for its facility.

In Quebec, the Company has a lease agreement until June 30, 2028 which includes access to the property owner's electricity services subscription with Hydro-Québec, which features energy costs at approximately CAD$0.04/kWh. The Company also pays monthly power charges, net of supply and transformation loss credits, of approximately CAD$14.15 per kilowatt.

The Company owns its land and infrastructure at the HIVE New Brunswick Facility, including its substation, which features energy costs at approximately CAD$0.0649/kWh used. The Company also pays monthly demand charge of CAD$17.50 per kilowatt, on its Contracted Reserve.

The Company owns the land and infrastructure at each of the Hive Paraguay Valenzuela Facility and HIVE Paraguay Yguazú Facility, including the associated electrical substations. In Paraguay, energy costs are structured based on seasonal variations in on-peak and off-peak hours. On average, the Company incurs a cost of approximately USD $0.045 per kilowatt-hour (kWh) for energy and power consumption.

In July 2024, HIVE secured a 100 MW hydro-powered power purchase agreement to support a planned hydroelectric data center in Valenzuela, Paraguay, through a share purchase and construction agreement with W3X SA. As of the date hereof, construction is underway and the company is anticipating energization on or around August 30, 2025. The facility is powered by clean hydroelectric energy from the Itaipu Dam and is expected to contribute approximately 6.5 EH/s to Hive’s global hashrate. The contracted term of the power purchase agreement at the Valenzuela Facility extends until December 31, 2027. Thereafter, continued operation will rely on the Company’s ability to renegotiate this agreement.

In January 2025, HIVE signed a binding agreement to acquire a 200 MW hydro-powered data center facility located in Yguazú, Paraguay from Bitfarms Ltd., for approximately $56 million; on March 18, 2025, HIVE announced the closing of this acquisition. The transaction included a 240 MVA substation, land, and infrastructure, with payments split between closing and staged installments. The build-out of the site has been planned in two phases: Phase 1, encompassing the energization of the 200 MW facility was launched in April 2025; Phase 2, encompassing the expansion to up to 300 MW is expected to launch around August 2025, targeting a combined Hashrate of 12.5 EH/s. The Yguazú site has expansion potential up to 300 MW and is central to HIVE’S plan to reach 25 EH/s of global hashrate by September 2025. The contracted term of the power purchase agreement at the Yguazú Facility extends until December 31, 2027. Thereafter, continued operation will rely on the Company’s ability to renegotiate this agreement.

The Company experiences moderate volatility in electricity prices at the HIVE Sweden Facility which can impact profits. A portion of the Company’s power costs at the HIVE Sweden Facility are exposed to market prices and the electricity environment in the northern regions of Sweden, which can fluctuate due to weather temperature changes, water levels and political events, while a large portion were fixed via hedging agreements that are in place until the end of calendar 2025 and 2026.

As at the date of this AIF, the Company’s foreign operations primarily include the Company’s data center operations at the HIVE Boden Sweden Facility, HIVE Sweden Robertsfors Facility, the Bikupa Datacenter 2, the HIVE Boden 2 Facility, the HIVE Valenzuela Facility, the HIVE Yguazú Facility, and the Bermuda subsidiary, HIVE Digital Data Ltd.

Blockchain technology was introduced in 2008 as the database technology that underpins Bitcoin. Although the technology has remained synonymous with Bitcoin and digital currencies, blockchain technologies are capable of many applications beyond serving as a database for a decentralised digital currency. Blockchain is gaining widespread adoption and is the backbone of a new digital world with fewer intermediaries, greater efficiency, and automated transactions.

A significant advantage to blockchain technology is that it can store and distribute data in a decentralised manner. The decentralisation of information increases security and offers additional functionality to its users. Blockchain technologies are making a significant impact in many areas of business, finance, information management and governance, but it remains in its nascent stages with significant future opportunities.

A cryptocurrency is a form of encrypted and decentralised digital currency, transferred directly between peers across the internet, with transactions being settled, confirmed, and recorded in a distributed public ledger by a process known as "mining".

Units of a cryptocurrency exist only as data on the internet, and are not issued or controlled by any single institution, authority, or government. Whereas most of the world's money currently exists in the form of electronic records managed by central authorities such as banks, units of a cryptocurrency exist as electronic records in a decentralised tamper-proof transaction database called a blockchain. The ledger is publicly available to anyone and secured with public key encryption.

Cryptocurrencies are decentralised digital currencies that enable instant transfers to anyone, anywhere in the world. Transactions occur via an open source, cryptographic protocol platform which uses peer-to-peer technology to operate with no central authority. The network is an online, peer-to-peer network that hosts the public transaction ledger, known as the blockchain; and each cryptocurrency with a source code that comprises the basis for the cryptographic and algorithmic protocols governing the blockchain. No single entity owns or operates the network, the infrastructure of which is collectively maintained by a decentralised user base. As the network is decentralised, it does not rely on either governmental authorities or financial institutions to create, transmit or determine the value of the coins. Rather, the value of a coin is determined by the market supply of and demand for the coins, the prices set in transfers by mutual agreement or barter as well as the number of merchants that accept the coins. Because coins are digital files that can be transferred without the involvement of intermediaries or third parties, there are little or no transaction costs in direct peer-to-peer transactions. Coins can be used to pay for goods and services or can be converted to fiat currencies, such as the US dollar, at rates determined by various cryptocurrency exchanges. Bitcoin.org lists a number of cryptocurrency exchanges, including international exchanges such as: Bitsquare, Bitstamp, and Coinbase. There are also country-based and regional cryptocurrency exchanges. Additionally, third party service providers are also used for transfers but they may charge significant fees for processing transactions.

In a cryptocurrency network, every peer has their own copy of the entire blockchain, which contains records of every historical coin transaction - effectively containing records of all account balances. Each account is identified solely by its unique public key (making it effectively anonymous), and is secured with an associated private key (kept secret by the account holder). The combination of private and public cryptographic keys constitutes a secure digital identity in the form of a digital signature, providing strong control of ownership.

For example, for a given transfer of Bitcoin, the quantity of Bitcoin to be sent is combined with the recipient's public key and some information from the previous transaction(s) that the sender's Bitcoins came from, into a message that the sender signs with its private key. The transaction message is then broadcasted out into the wide Bitcoin Network, where it is received by Bitcoin miners who (with high-performance computers running specialized automatic Bitcoin mining software) verify the transaction, group it with others into a transaction block, and work to solve the proof-of-work cryptographic puzzle that links the new block to the blockchain.

Each time a new block of transactions is created, data from that block is used to create a hash that is stored along with the block. One piece of data used is the hash from the most recent block in the blockchain. Each block's hash is created using the hash of the block before it, acting as a sort of tamper-evident seal that confirms the validity of the new block and all earlier blocks. Alterations made to any earlier block would make the hashes of all subsequent blocks invalid, the discrepancy would be easily detected by future miners, and that broadcast would be discarded in favour of one from a different peer. By implication, it is the miners who operate the entirety of the network who collectively agree as to what constitutes valid blocks and invalid blocks. The consensus of a majority of the operators is what determines the accuracy of the ledger, which becomes the basis for future blocks.

Miners, which are specialized computers, compete to solve new blocks. A miner that verifies and solves a new block is awarded newly-generated quantity of coins, an amount which is usually proportional to the miner's contributed hashrate or work, (plus a small transaction fee) as an incentive to invest their computer power, as mining is critical to the continuing functioning and security of the cryptocurrency network. The difficulty of the proof-of-work puzzles is automatically adjusted so that a new block is mined on a specified basis, adapting as the total mining power active on the network increases over time.

Blockchain safety is ensured by a number of different protocols, such as proof-of-work and proof-of-stake. Proof-of-work is currently the most widely used, including currencies such as Bitcoin and Ether. Proof-of-work functions on the basis of a distributed consensus system dependent on the participation of miners who through their computing work verify the blockchain transactions.

A blockchain enables market participants to make and verify transactions on a network instantaneously without a central authority (i.e., a clearinghouse in the traditional financial system). Management of the Company believes that Blockchain, the backbone technology behind cryptocurrency mining, has the potential to truly disrupt multiple industries and make processes more democratic, secure, transparent, and efficient.

Interbank transactions can potentially take days for clearing and final settlement, especially outside of working hours. Blockchain transactions can reduce transaction times to minutes and are processed on a twenty-four hour per day each day of the year basis. Owing to the decentralized nature of the network, transactions may be effected between jurisdictions across the world as easily as between neighbouring computers.

Because cryptocurrencies/digital currencies are completely digital, they can be used in ways that ordinary currencies cannot; primarily, they are used like the digital equivalent of cash. Unlike credit or debit cards that are issued by banks, consumers do not need an account or good credit to use digital currencies. Further, digital currencies are becoming increasingly accepted globally by retailers and institutions.

Cryptocurrencies offer many advantages over traditional, (also known as "fiat") currency, including:

Management of the Company believes that as the demand for cryptocurrencies increases and cryptocurrencies become more widely accepted, there will be an increasing demand for professional-grade, scalable infrastructure to support growth of the growing blockchain ecosystem.

In addition to the other information contained in this AIF, investors should give careful consideration to the following factors, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this AIF. If any of the following events described as risks or uncertainties actually occurs, the business, prospects, financial condition and operating results of the Company may suffer a material adverse effect. In that event, the market price of the Company's Common Shares could decline and investors could lose all or part of their investment. Additional risks and uncertainties presently unknown, or that are not believed to be material at this time, may, if realized, also impair or have a material adverse effect on the Company's operations. In addition to the risks described elsewhere and the other information contained in this AIF, prospective investors should carefully consider each of and the cumulative effect of all of the following risk factors. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks.

The Company's cryptocurrency inventory may be exposed to cybersecurity threats and hacks.

As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users' information. Although discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have historically occurred somewhat regularly, more recently, they have been becoming relatively rarer.

The computer network operated by the Company may further be vulnerable to intrusions by hackers who could interfere with and introduce defects to the mining operation. Private keys which enable holders to transfer funds may also be lost or stolen, resulting in irreversible losses of cryptocurrencies.

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.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. On-going and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate.

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 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 to the Company.

Governments may in the future curtail or outlaw, the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may in the future take regulatory actions 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 Common Shares. Such a restriction could result in the Company liquidating its Bitcoin or other cryptocurrency inventory at unfavorable prices and may adversely affect the Company's shareholders.

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

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company's cryptocurrency inventory and thereby affect the Company's shareholders.

The profitability of the Company's operations will be significantly affected by changes in prices of cryptocurrencies. Cryptocurrency prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond the Company's control, including hacking, demand, inflation and expectations with respect to the rate of inflation, global or regional political or economic events. If cryptocurrency prices should decline and remain at low market levels for a sustained period while network difficulty does not decrease proportionally, the Company could determine that it is not economically feasible to continue activities.

Volatility may have an impact on the value of HIVE's inventory of currencies. HIVE will act to reduce this risk by combining daily sales of cryptographic currencies and converting part of the balance of the excess HIVE profits into U.S. dollars, Canadian dollars, and/or other investment assets, and a number of cryptocurrencies that will ensure coverage of current operating expenses (Opex) and capital expenditures (Capex) in order to hedge the risk of volatility with regard to HIVE expenses.

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. Other coins that we mine using our GPU-based systems yield mining rewards in those crypto currencies, however, those coins are regularly exchanged for Bitcoin. As a result, the Company is more exposed to volatility in the Bitcoin market.

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.

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. For example, during the past six years, a number of cryptocurrency exchanges have been closed due to fraud, business failure or security breaches.

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.

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 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 of Ukraine which began on February 24, 2022, is affecting the supply of oil and natural gas in Europe. Natural gas is a primary source of energy for homes and industry in Europe. Prior to the conflict, in 2020, Russia accounted for around 29% of crude oil and 43% of natural gas imports into the EU. While it is impossible to predict what affect the conflict in Ukraine could have on the Company’s operations in Sweden, our energy pricing is currently buffered partially by the ability to enter into forward energy agreements for the purchase of electricity. Our Swedish operation utilizes approximately 44 MW of renewable hydroelectric energy, which represents approximately 15% of our global overall utilization of hydroelectric and geothermal energy.

The Company conducts mining in, Sweden, the Provinces of Québec and New Brunswick, and Paraguay each of which has regulated electrical power suppliers and there can be no assurance that electricity can be provided on terms which are economic for the Company's current and future operations, anticipated growth, and sustainability.

A key factor in the Company's profitability is the cost of electricity in the regions where the Company operates. 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, including policies that limit access to energy by cryptocurrency miners during periods of high demand or stress on energy grid.

In the 2024 financial year, the Company commenced an expansion into the HPC space through the conversion of certain graphics processing units ("GPU") cards into an on-demand GPU cloud service for companies operating in the AI industry. In fiscal Q3 2024, the Company achieved revenues from its HPC hosting operations of approximately US$1.1 million, against cost of goods sold of approximately US$1.2 million. In fiscal Q4 2024, the Company achieved revenues from its HPC hosting operations of approximately US$1.8 million, against cost of goods sold of approximately US$1.6 million. In fiscal Q1 2025, the Company achieved revenues from its HPC hosting operations of approximately US$2.6 million, against cost of goods sold of approximately US$1.9 million. In fiscal Q2 2025, the Company achieved revenues from its HPC hosting operations of approximately US$1.9 million, against cost of goods sold of approximately US$1.8 million. In fiscal Q3 2025, the Company achieved revenues from its HPC hosting operations of approximately US$2.5 million, against cost of goods sold of approximately US$2.1 million.

Although the Company has been able to generate revenue in previous financial quarters, there is no assurance that it will achieve profitability in the future, whether due to a lack of customer acceptance, technological challenges, competing products, weakening economic conditions, increased regulatory costs or other factors, which would have a material adverse effect on the Company's overall business, operations and financial results.

A decision by the Company to cease monetization of cryptocurrencies or to monetize cryptocurrencies less frequently could increase the risk of cryptocurrencies held decreasing in value and the risk of loss or theft of cryptocurrencies. This in turn, may increase the level of audit risk for the Company's auditors in the area of auditing the existence and ownership rights of crypto-asset holdings. If the Company's auditors deem the audit risk too high, there is risk that the current auditors would withdraw from the audit which, in turn, would increase the risk of the Company's ability to comply with the requirement for reporting annual audited financial statements as part of its ongoing continuous disclosure requirements as a publicly listed company.

Compared with traditional and existing centralized financial systems, the cryptocurrency financial system is relatively new and has only limited history. Online cryptocurrency exchanges and trades therein operate with comparatively little regulation and are particularly liable to platform failures and fraudulent activities, which may have an effect on underlying prices of cryptocurrencies. In fact, many of the largest online cryptocurrency exchanges have been compromised by hackers. Traditional banks and banking services may limit or refuse the provision of banking services to businesses that supply cryptographic or cryptocurrencies as payment, and may refuse to accept money derived from cryptocurrency-related businesses. This may make management of bank accounts held by companies operating in the field difficult.

Cryptocurrency Network Difficulty and Impact of Increased Global Computing Power

Network difficulty is a measure of how difficult it is to solve the cryptographic hash that is required to validate a block of transactions and earn a cryptocurrency reward from mining. If the network difficulty increased at a significantly higher rate than the Company's hashrate and the price of cryptocurrency did not increase at the same rate as network difficulty, then the profitability of the Company's operations would be significantly affected. There can be no assurance that cryptocurrency prices will increase in proportion to the rate of increase of network difficulty as network difficulty is subject to volatility in growth. As demand for Bitcoin has increased, the global network hashrate has increased, and to the extent more adoption of Bitcoin occurs, the demand for Bitcoin should increase, drawing more mining companies into the industry and further increasing the global network hashrate. Also, as new and more powerful and energy-efficient mining servers are deployed, the global network hashrate will continue to increase, meaning our respective percentage of the total daily rewards will decline unless we deploys additional hashrate at pace with the growth of global hashrate. As a result, to compete in this highly competitive industry, we believe we will need to continue to acquire new miners, both to replace those lost to ordinary wear and tear and other damage, and to increase our hashrate to keep up with a growing global network hashrate.

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.

A number of companies that provide BTC and/or other cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to BTC and/or other cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide BTC and/or other cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing BTC and/or other cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company's cryptocurrency inventory.

The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain.

Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company's cryptocurrency inventory.

As an alternative to fiat currencies that are backed by central governments, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of BTC either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company's operations and profitability.

The Company's primary properties are located in Sweden, Paraguay, and the Provinces of Québec and New Brunswick and will be subject to changes in political conditions and regulations within such jurisdictions. In addition, regulatory action globally, and 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. Changes, if any, in mining or investment policies or shifts in political attitude could adversely affect the Company's operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on price controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, electricity use and safety. For example, cryptocurrency mining involves considerable computing power, which is likely to increase. This computing power necessitates a high consumption of energy. Although the energy costs used by HIVE are typically determined and controlled by a regulator, there is no certainty that tariffs or other regulatory costs will not be imposed, which may reduce the profitability of mining cryptographic currencies.

On-going and future 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 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 to the Company. The jurisdictions in which HIVE operates may in the future curtail or outlaw, the acquisition, use or redemption of cryptocurrencies.

See also "RISK FACTORS - Energy Costs in the Regions Where we Operate May Increase".

The Company previously announced plans to construct and develop two data center facilities located in Valenzuela and Yguazú, Paraguay (the "HIVE Paraguay Facilities"). The HIVE Paraguay Valenzuela Facility is currently in the preliminary planning stage and the HIVE Paraguay Yguazú Facility has commenced operations. The contracted term of these power purchase agreements extends until December 31, 2027. Thereafter, continued operation will rely on the Company's ability to renegotiate these agreements. The success and profitability of these facilities will depend largely on the cost of electricity. In June 2024, ANDE announced a 14% increase in energy tariffs. It is currently expected that the increase in the energy tariffs will contribute to an increase in operational costs and negatively impact the potential profitability of the HIVE Paraguay Facilities. Management of the Company cannot accurately predict the potential impact of the tariff increase on the Company at this time.

There is a risk that energy tariffs in Paraguay could be subject to further increases by ANDE. These increased costs may not be fully offset through increases in the price of Bitcoin, which could have a material adverse effect on our business, financial condition, and results of operations. Prospective investors should carefully consider the potential impact of such increases in energy tariffs when evaluating an investment in the Company. There is also a risk that the power purchase agreements may not be extended by ANDE.

Development and Growth of the HIVE Paraguay Facilities and other Infrastructure Projects

The development of the HIVE Paraguay Facilities and any other development and growth projects that HIVE may undertake in the future are and may continue to be subject to execution and capital cost risks, including, but not limited to, risks relating to regulatory approvals; financing and availability of financing; cost escalations; cash flow constraints; construction delays; supply chain constraints; skilled labor and capital constraints; mechanics and other liens; cost reduction plans and strategic reviews. The HIVE Paraguay Valenzuela Facility in particular remains in its preliminary planning stage and it is not yet known what, if any, risks or obstacles may occur during the subsequent planning and construction stages. The occurrence of any of the foregoing risks may have a material adverse effect on HIVE, its liquidity and financial condition, its ability to operate, its workforce and its cash flows.

The impact of changes in tax laws, including potential retroactivity, in Canada and the other jurisdictions in which the Company operates cannot be definitively predicted. For example, 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. These restrictions have hindered 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 15.0% on the cost of goods and services, adding 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 engaged a professional accounting firm to assess the application of the new measures to the Company's business and is hopeful it will eventually be able to recover its consumption taxes in Canada.

The operations of the Company may require licences and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licences and permits that may be required.

There is a risk of serious malfunctions in servers or central processing units and/or their collapse. HIVE works to reduce this risk by employing a team of experts with many years of experience in building and managing data centers. HIVE utilizes this team of experts that enables, among other things, control, management and reporting of malfunctions in real time, which enables ongoing control over the operation of the equipment, including its cooling. While malfunctions in central servers, or central processing units can only occur on a specific server farm or part of it or for short periods of time, such server crashes or failures may cause significant economic damage to the Company.

Global financial conditions over the last few years have been characterized by volatility and the bankruptcy of several financial institutions or the rescue thereof by governmental authorities. These factors may affect the ability of the Company to obtain equity or debt financing in the future on terms favourable to it. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If such levels of volatility and market turmoil continue, the operations of the Company may suffer adverse impact and the price of the Common Shares may be adversely affected.

An investment in the Company may have tax consequences in Canada or another jurisdiction, depending on each particular existing or prospective shareholder's specific circumstances. Such tax consequences are not described herein, and this AIF is not intended to be, nor should it be construed to be, legal or tax advice to any particular shareholder. Existing and prospective shareholders should consult their own tax advisors with respect to any such tax considerations.

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

HIVE, including its subsidiaries and affiliated companies, has in recent years been subject, and in the future may continue to be subject, to a number of audits conducted by governmental tax authorities. As a result of these audits, certain reassessments have been issued in relation to a number of HIVE's affiliates in Canada. In some cases, we have disagreed with these reassessments, which, in our view, do not accurately reflect the current and applicable tax legislation as it pertains to our operations in Canada.

In some cases, HIVE or its subsidiaries have initiated formal administrative procedures to dispute these reassessments, which include submission of formal objections to the relevant tax authorities. These objections challenge the interpretation and application of the legislation as adopted by the authorities.

In particular, one of HIVE's Canadian affiliates, 9376-9974 Québec Inc., is currently contesting a reassessed tax liability in the amount of approximately C$6.8 million. This matter is expected to be reviewed and processed by the relevant government department before the end of the current fiscal year. While HIVE believes its tax estimates and position regarding the applicable tax legislation is reasonable, the final determination of the audits could have a material adverse impact on HIVE's business, financial condition and results of operations.

Generally, if for any taxable year, 75% or more of our gross income is passive income, or at least 50% of the average quarterly value of our assets are held for the production of, or produce, passive income, we would be characterized as a "passive foreign investment company" or "PFIC" for U.S. federal income tax purposes. For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income includes, among other things, dividends, interest, certain non-active rents and royalties, net gains from the sale or exchange of property producing such income and net foreign currency gains. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. The determination as to whether a non-U.S. corporation is a PFIC is a factual determination made on an annual basis after the close of each taxable year.

This determination is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on, among other things, the composition of the non-U.S. corporation's income, expenses and assets, as well as the relative value of its assets (which may fluctuate with the non-U.S. corporation's market capitalization), from time to time and the nature of its activities. While not free from doubt, the Company does not believe it was a PFIC for 2024 and does not expect to be a PFIC for 2025; however, PFIC status is determined annually, and whether the Company will be a PFIC for any year is uncertain. Moreover, the application of the PFIC rules to digital assets and to Bitcoin in particular as well as transactions related thereto is subject to uncertainty. Accordingly, there can be no assurance that the Company will not be classified as a PFIC for the current taxable year or for any future taxable year. If we are a PFIC for any taxable year during which a U.S. person holds our Common Shares, we would continue to be treated as a PFIC with respect to that U.S. person for such taxable year and, unless the U.S. person makes certain elections, for future years even if we cease to be a PFIC. If we are characterized as a PFIC, U.S. holders of our Common Shares may suffer adverse U.S. federal income tax consequences, including the treatment of all or a portion of any gains realized on the sale of our Common Shares as ordinary income, rather than as capital gain, the loss of the preferential income tax rate applicable to dividends received on our Common Shares by individuals who are U.S. holders, the addition of interest charges to the tax on such gains and certain distributions, and required compliance with certain reporting requirements. A U.S. shareholder of a PFIC generally may mitigate certain of these adverse U.S. federal income tax consequences by making a Qualified Electing Fund ("QEF") election or a mark-to-market election. However, we do not intend to provide the information necessary for U.S. Holders to make QEF elections if we are classified as a PFIC. Prospective U.S. Holders contemplating an investment in the Common Shares are urged to consult their tax advisors regarding the Company's status as a PFIC and the U.S. federal income tax consequences that may apply if the Company is determined to be a PFIC in any taxable year.

All of the Company's operations will be subject to environmental regulations, which can make operations expensive or prohibitive. The continued evolvement of environmental regulations may lead to the imposition of stricter standards, more diligent enforcement, and heavier fines and penalties for noncompliance. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations or cause delays in the development of mining projects.

The Company may be subject to potential risks and liabilities associated with pollution of the environment through its use of electricity to mine cryptocurrencies. In addition, environmental hazards may exist on a property in which the Company directly or indirectly holds an interest which are unknown to the Company at present which have been caused by previous or existing owners or operators of the property which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. To the extent the Company is subject to environmental liabilities, the payment of such liabilities or the costs that it may incur to remedy environmental pollution would reduce funds otherwise available to it and could have a material adverse effect on the Company. If the Company is unable to fully remedy an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Company.

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.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may adversely affect the Company's operations. A significant portion of cryptocurrency demand may be attributable to speculation. The failure of retail and commercial marketplaces to adopt cryptocurrency payment methods may result in increased volatility and/or a reduction in market prices, either of which may adversely impact the Company's operations and profitability. The factors affecting the further development of the industry, include, but are not limited to:

Currently, there is relatively small use of cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company's operations, investment strategies, and profitability.

As relatively new products and technologies, cryptocurrencies and their underlying networks have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies. The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company's operations, investment strategies, and profitability.

The Company may be required to sell its inventory of cryptocurrency to pay suppliers.

The Company may sell its inventory of cryptocurrency to pay necessary expenses, irrespective of then-current cryptocurrency prices. Consequently, the Company's inventory of cryptocurrency may be sold at a time when the price is low, resulting in a negative effect on the Company's profitability.

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.

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

The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Company. In particular, the entry of exchange traded funds holding Bitcoin offers an alternative path to investing in Bitcoin. Market and financial conditions, and other conditions beyond the Company's control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company's Common Shares and reduce their liquidity.

Regulation of cryptocurrency outside of Canada has led some mining companies to consider Canada as a jurisdiction in which to operate. This may increase competition to HIVE; however, the Company believes that only a few competitors exist that can compete with the speed and cost effectiveness of HIVE's current operations and buildout capabilities. Nevertheless, the Company's assumptions with respect to its competitors could be inaccurate and the Company may face unexpected competition in the form of a new entrant in the marketplace. Such competition could erode the Company's expected market share and could adversely impact the Company's profitability. Increased competition could result in increased network computing resources and consequently increased hash difficulty.

There is a risk that some or all of the Company's coins could be lost or stolen. Access to the Company's coins could also be restricted by cybercrime (such as a denial of service ("DDoS") attack) against a service at which the Company maintains a hosted online wallet. Any of these events may adversely affect the operations of the Company and, consequently, its investments and profitability.

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 crypto currencies. 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" 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. The Company may not be able to access or liquidate its digital currency inventory at economic values, or, if one or more such storage solutions failed or was compromised, at all.

The loss or destruction of a private key required to access the Company's digital wallets may be irreversible. The Company's loss of access to its private keys or its experience of a data loss relating to the Company's digital wallets could adversely affect its investments.

Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet's public key or address is reflected in the network's public Blockchain. The Company will publish the public key relating to digital wallets in use when it verifies the receipt of cryptocurrency transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its coins and such private keys will not be capable of being restored by network. Any loss of private keys relating to digital wallets used to store the Company's cryptocurrency inventories could adversely affect its investments and profitability.

We maintain operations in Paraguay, where we may be subject to heightened risks related to physical security and the potential for theft or unauthorized access to our facilities, equipment, or assets. While we implement commercially reasonable security measures, including on-site security personnel, surveillance, and access controls, the effectiveness of these measures cannot be guaranteed. Any successful physical breach or theft at our Paraguayan operations could result in physical harm to employees and agents of the Company, hostage taking and ransom demands, the loss or compromise of critical equipment, disruption of operations, increased costs, and potential legal or reputational harm. In addition, repeated or significant incidents could require us to incur additional expenses to enhance security or seek other appropriate remedies, which may adversely affect our financial condition or results of operations.

Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect the Company's investments. Incorrectly executed transactions may be the result of computer or human error, despite rigorous controls to prevent such errors.

Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. Although the Company's transfers of coins will regularly be made by experienced members of the management team, it is possible that, through computer or human error, or through theft or criminal action, the Company's coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.

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.

As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Company's cryptocurrency inventory and investments.

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. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of fifty percent of the processing power. Any reduction in confidence in the confirmation process or processing power of the network may adversely impact the Company's mining activities, inventory of coins, and future investment strategies.

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

To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for coins, large redemptions of the securities of those vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the inventory held by the Company.

Risk related to technological obsolescence and difficulty in obtaining hardware.

To remain competitive, the Company will continue to invest in hardware and equipment at its facilities required for maintaining the Company's mining 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 mining hardware will be readily available when the need is identified.

Equipment in the HIVE Facilities will require replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime as the Company searches for replacement equipment to ensure the HIVE Facilities are running smoothly. Moreover, there can be no assurance that new and unforeseeable technology, either hardware-based or software-based, will not disrupt the existing cryptocurrency industry. For example, the arrival of quantum computers, which are capable of solving certain types of mathematical problems fundamental to cryptocurrency more quickly and efficiently than traditional computers, may have a significant effect on the cryptocurrency industry.

The Company intends to insure its operations in accordance with technology industry practice. However, the Company is currently unable to obtain insurance covering the loss of its cryptocurrency assets. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the Company.

Currently, miners receive both rewards of new Bitcoin and transaction fees paid in Bitcoin by persons engaging in Bitcoin transactions on the Bitcoin blockchain for being the first to solve Bitcoin blocks. As the number of Bitcoins awarded for solving a block in a blockchain decreases through the halving events described above, the incentive for miners to continue to contribute to the Bitcoin network may transition from a set reward and transaction fees to solely transaction fees. This transition could be accomplished by miners independently electing to record in the blocks they solve only those transactions that include payment of the highest transaction fees. If transaction fees paid for Bitcoin transactions become too high, the marketplace may be reluctant to accept Bitcoin as a means of payment, and existing users may be motivated to switch from Bitcoin to another cryptocurrency or to fiat currency. Either the requirement from miners of higher transaction fees in exchange for recording transactions in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent the expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of Bitcoin. Decreased use of and demand for Bitcoin may adversely affect its value and result in a reduction in the price of Bitcoin and, consequently, the value of our ordinary shares.

The decentralized nature of the governance of Bitcoin systems may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles. Governance of many Bitcoin systems is by voluntary consensus and open competition with no clear leadership structure or authority. To the extent lack of clarity in corporate governance of Bitcoin systems leads to ineffective decision making that slows development and growth of such cryptocurrencies, the value of our ordinary shares may be adversely affected.

Further development and acquisitions of server farms and the ongoing operation of the existing mining facilities will require additional capital and monthly expenses. The Company's operating expenses and capital expenditures may increase in subsequent years as needed consultants, personnel and equipment associated with the maintenance of the existing mining facilities and any other mining facilities the Company may acquire are added. There is no assurance that the Company will be successful in obtaining the required financing for these or other purposes, including for general working capital.

We have previously engaged in strategic transactions, including acquisitions of companies, technologies and personnel. In the future, we may seek additional opportunities to grow our mining operations, including through purchases of miners and facilities from other operating companies and through development of new facilities. Our ability to grow through future acquisitions and development will depend on the availability of, and our ability to identify, suitable acquisition and investment opportunities, our ability to compete effectively to attract those opportunities and the availability of financing to complete acquisitions. Future acquisitions and development may require us to issue common stock that would dilute our current stockholders' percentage ownership. As noted herein, our forecasts and plans are based upon data on the profitability of cryptocurrency, primarily Bitcoin, which is anew and unstable field.

The Company's operations and computing equipment, including its mining operations, are subject to all of the hazards and risks normally encountered for computing equipment, blockchain and digital asset companies. Such hazards include the loss of computing and mining equipment resulting from natural disasters, including floods, fires, inclement weather, mudslides, earthquakes, or other similar events beyond the control of the Company or its suppliers, any of which could result in damage to, or destruction of, computing and/or mining equipment, damage to life or property, environmental damage, and possible legal liability for which the Company may not be insured or is underinsured for. Further, any failure in the Company's software, including its ability to effectively manage our server farms, could have a material adverse effect on the Company's business, results of operations and financial condition.

There is a risk of serious malfunctions in servers or central processing units and/or their collapse.

While the Company will maintain insurance against risks in the operation of its business and in amounts that it believes to be reasonable, such insurance will contain exclusions and limitations on coverage. If we incur losses that are material, our business, operating results and financial condition could be adversely affected, and we may not have recourse to an insurer. Even in the case of a loss for which that the Company maintains insurance, there is no guarantee that any such insurance coverage will be sufficient or that insurance proceeds will be paid to us.

The Company is unable to obtain insurance covering the loss of its cryptocurrency assets.

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.

The operations of the Company are subject to typical hazards associated with high-voltage electricity transmission and the supply of utilities to the facilities of the Company at an industrial scale, including explosions, fires, inclement weather, natural disasters, flooding, mechanical failure, unscheduled downtime, equipment interruptions, remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases and other environmental risks. The hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment and environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties.

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity, energy, and financial markets. Russia's recent invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices and global economies more broadly. The extent and duration of the current Russian-Ukrainian conflict and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this prospectus supplement, including those relating to commodity price volatility and global financial conditions. The situation is rapidly changing and unforeseeable impacts may materialize and may have an adverse effect on our business, results of operation and financial condition.

The Company has recently announced plans to construct two data center facilities located in Valenzuela and Yguazú, Paraguay (the "HIVE Paraguay Facilities"). The contracted term of these power purchase agreements extends until December 31, 2027. Thereafter, continued operation will rely on the Company's ability to renegotiate these agreements. The success and profitability of these facilities will depend largely on the cost of electricity. In June 2024, ANDE announced a 14% increase in energy tariffs. It is currently expected that the increase in the energy tariffs will contribute to an increase in operational costs and negatively impact the potential profitability of the HIVE Paraguay Facilities. The development of the HIVE Paraguay Facilities are currently in the preliminary stages, and management of the Company cannot accurately predict the potential impact of the tariff increase on the Company at this time.

There is a risk that energy tariffs in Paraguay could be subject to further increases by ANDE. These increased costs may not be fully recoverable through increases in the price of Bitcoin, which could have a material adverse effect on our business, financial condition, and results of operations. Prospective investors should carefully consider the potential impact of such increases in energy tariffs when evaluating an investment in the Company. There is also a risk that the power purchase agreements may not be extended by ANDE.

Development and Growth of the HIVE Paraguay Facilities and other Infrastructure Projects

The development of the HIVE Paraguay Facilities and any other development and growth projects that HIVE may undertake in the future are and may continue to be subject to execution and capital cost risks, including, but not limited to, risks relating to regulatory approvals; financing and availability of financing; cost escalations; cash flow constraints; construction delays; supply chain constraints; skilled labor and capital constraints; mechanics and other liens; cost reduction plans and strategic reviews. The HIVE Paraguay Facilities in particular remain in its preliminary planning stage and it is not yet known what, if any, risks or obstacles may occur during the subsequent planning and construction stages. The occurrence of any of the foregoing risks may have a material adverse effect on HIVE, its liquidity and financial condition, its ability to operate, its workforce and its cash flows.

While HIVE is a corporation organized pursuant to the laws of the Province of British Columbia with operations outside the United States, trade policy enacted by the U.S. could affect jurisdictions in which the Company operates as well as third parties with which the Company does business. The U.S. has previously enacted, and has proposed to enact, new tariffs (or increases of existing tariffs) on certain items imported from other countries. Following their enactment other countries have previously enacted, or have proposed to enact, new tariffs on imports of U.S. goods. Subsequently, the U.S. and various countries subject to those tariffs have engaged in trade negotiations and, in some instances, agreed to suspend or terminate certain tariffs. It is uncertain whether additional treaties or other trade policies will be enacted or modified by the U.S. or any other government or trade organization in the future. Future changes by the U.S. and foreign governments to trade or investment policies, treaties and tariffs, as well as fluctuations in exchange rates, or the perception that any these changes could occur, could adversely affect third party manufacturers on which the Company relies, as well as the future of the Company's relationships with those third-party manufacturers, which could have an adverse impact on the Company's business, financial condition and results of operations. In addition, actions by foreign markets to implement further trade policy changes, including limiting foreign investment or trade, increasing regulatory scrutiny or taking other actions that apply to the jurisdictions in which the Company operates or in which third parties with which the Company does business operate, could negatively impact the Company's business, financial condition and results of operations.

Risk of potential adverse U.S. federal income tax consequences to 10% or greater United States shareholders

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our Common Shares, such person may be treated as a "United States shareholder" with respect to each "controlled foreign corporation" in our group. A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of "Subpart F income," "global intangible low-taxed income," and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. Subpart F income generally includes dividends, interest, certain non-active rents and royalties, gains from the sale of securities and income from certain transactions with related parties, and "global intangible low-taxed income" generally consists of net income of the controlled foreign corporation, other than Subpart F income and certain other types of income, in excess of certain thresholds. In addition, a United States Shareholder that realizes gain from the sale or exchange of shares in a controlled foreign corporation may be required to classify a portion of such gain as dividend income rather than capital gain. A non-U.S. corporation generally will be classified as a controlled foreign corporation for U.S. federal income tax purposes if United States Shareholders own, directly, indirectly or constructively, more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation after applying complex attribution rules.

We are not committing to assist investors in determining whether we or any of our non-U.S. subsidiaries are treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any such controlled foreign corporation or to furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. If we or any of our subsidiaries are classified as both a controlled foreign corporation and a "passive foreign investment company" or "PFIC" (as discussed above), we or such subsidiary generally will not be treated as a PFIC with respect to those United States persons that meet the definition of a United States Shareholder during the period in which we or such subsidiary are a controlled foreign corporation. A United States person should consult its advisors regarding the potential application of these rules to an investment in our Common Shares.

We have cross-border transactions among the entities within our company group in relation to various aspects of our business. Canadian and U.S. transfer pricing regulations, as well as regulations applicable in other countries in which we operate, require that any transaction involving associated enterprises be on arm's-length terms and conditions. We view the transactions entered into among the Company and our subsidiaries to be priced on arm's length terms and conditions and to be in accordance with the relevant transfer pricing regulations. If, however, a tax authority in any jurisdiction were to successfully assert that the terms and conditions of such transactions are not arm's length or that other income of our subsidiaries should be taxed in that jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase, possibly materially, thereby reducing profitability and cash flow.

The "minting" of new Bitcoin is part of the mining process. Each time a block is created, the first transaction in the block issues a certain number of Bitcoin to the Miner who created the block. Every 210,000 blocks, or roughly every 4 years, the amount of Bitcoin issued to miners in the transaction is cut in half. This is called "block reward halving" or "halving". Each halving event may have a potential deleterious impact on the Company's profitability, as fewer Bitcoin will be rewarded for each new block recorded. Based on the fundamentals of Bitcoin mining and historical data on Bitcoin prices and the network Difficulty rate after a halving event, it is unlikely that the network Difficulty rate and price after the halving event would remain at the prevailing level prior to the halving event, when Bitcoin rewards per block are halved; this may offset some of the impact of the halving event. Nevertheless, there is a risk that a future halving event may render the Company unprofitable and unable to continue as a going concern.

The most recent halving event occurred on April 20, 2024 when the block reward decreased from 6.25 Bitcoin to 3.125 Bitcoin, which means that currently there are 450 newly minted Bitcoin issued per day. Accordingly, the next halving event is expected to occur in 2028 (the "2028 Bitcoin Halving").

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 for Bikupa, and February 14, 2023 and December 21, 2023 for Bikupa 2, 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") 411.9 million or approximately $40.9 million. The assessments covered the period December 2020 to December 2022 for Bikupa, and the period April 2021 to December 2022 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 per kWh. Revenues from HIVE's operations at these facilities typically ranges from 0.80 to 1.00 SEK per kWh. The HIVE Sweden facilities currently represents approximately 34% 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 36 MW at an average price of approximately 0,26 SEK per kWh for the remainder of calendar year 2025, and 8,5 MW at an average price of 0,23 SEK per KWh for the calendar year 2026. The Company has been exploring and will continue to explore strategies for minimizing the impact.

The Company has only a limited operating history upon which an evaluation of the Company and its prospects can be based. In particular, the Company has a limited history with its mining operations and remains in the early stage of development. The Company is subject to many risks common to venture enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment or meeting other metrics of success.

The Company incurs substantial expenses in the establishment and operation of its business. A significant portion of the Company's financial resources have been and will continue to be, directed to the development of its business and related activities. The success of the Company will ultimately depend on its ability to generate cash from its business. There is no assurance that the required funds will be available for future expansion of the Company's business. If the Company does not have access to the required funds to continue the operation and development of its business and operational activities, and to the extent that it does not generate cash flow and income, the Company's long-term viability may be materially and adversely affected.

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 currently anticipates that the internally generated funds will be sufficient for working capital requirements. However, the Company will need to raise additional funds in order to support more rapid expansion, develop new or enhanced services and products, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. The Company may be required to raise additional funds through public or private financing, strategic relationships or other arrangements. There can be no assurance that such additional funding, if needed, will be available on terms attractive to the Company, or at all. Even if such funding is available, the Company cannot predict the size of future issues of the HIVE Shares or securities convertible into HIVE Shares or the effect, if any, that future issues and sales of the HIVE Shares will have on the price of the HIVE Shares.

Furthermore, any additional equity financing may be dilutive to shareholders and debt financing, if available, may involve restrictive covenants. If additional funds are raised through the issuance of equity securities, the percentage ownership of the shareholders of the Company will be reduced, shareholders may experience additional dilution in net book value per share, or such equity securities may have rights, preferences or privileges senior to those of the holders of the common shares. If adequate funds are not available on acceptable terms the Company may be unable to develop or enhance its business, take advantage of future opportunity or respond to competitive pressures, any of which could have a material adverse effect on the Company's business, financial condition and operating results.

The Company has recently experienced, and may continue to experience, rapid growth in the scope of its operations. This growth has resulted in increased responsibilities for the Company's existing personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Company will need to continue to implement and improve its operational, financial and management information systems, as well as hire, manage and retain its employees and maintain its corporate culture including technical and customer service standards. There can be no assurance that the Company will be able to manage such growth effectively or that its management, personnel or systems will be adequate to support the Company's operations.

Further acquisitions of additional data centers will require additional capital to fund ongoing operating and capital expenditures, and the Company will require funds to operate as a public company. There is no assurance that the Company will be successful in obtaining the required financing for these or other purposes, including for general working capital. Also, the issuance of additional securities and the exercise of purchase warrants, stock options and other convertible securities will result in dilution of the equity interests of any persons who are or may become hold shares of the Company.

The Company will depend on a number of key employees and contractors, the loss of any one of whom could have an adverse effect on the Company. The Company will not have and is not expected to purchase key person insurance on such individuals, which insurance would provide the Company with insurance proceeds in the event of their death. Without key person insurance, the Company may not have the financial resources to develop or maintain its business until it replaces the individual. The development of the business of the Company will be dependent on its ability to attract and retain highly qualified management and mining personnel. The Company will face competition for personnel from other employers. If the Company is unable to attract or retain qualified personnel as required, it may not be able to adequately manage and implement its business plan.

The Company cautions that current global uncertainty about pandemics and their potential effect on the broader global economy may significantly negatively affect the Company.

Certain of the officers and directors of the Company are also directors, officers or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company will be required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company. If a conflict arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the director will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Even though currently the Company's Common Shares, which trade on the TSXV, NASDAQ and FSE, have an active and liquid market, there can be no assurance that an active and liquid market for the Common Shares will continue or be maintained.

To date, the Company has not paid any dividends on its outstanding securities and the Company does not expect to do so in the foreseeable future. Any decision to pay dividends on the Company's Common Shares will be made by the Board of Directors.

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has not entered into any derivative contracts to manage this risk. The Company will be exposed to interest rate changes on its investments that are expected to pay interest, and any credit facilities it may have that bear interest at a floating rate. Changes in the prime lending rate would affect earnings and could adversely affect the Company's profitability.

The Company is exposed to fluctuations in currency exchange rates, which could negatively affect its financial condition and results of operations. In particular, exchange rate fluctuations may affect the costs that the Company incurs in its operations. Cryptocurrencies are generally sold in U.S. dollars and the Company's costs are incurred principally in Canadian dollars as well as other foreign currencies. The appreciation of non-U.S. dollar currencies against the U.S. dollar could increase the cost of mining in U.S. dollar terms. In addition, the Company holds cash balances in both U.S. dollars and Canadian dollars the values of which are impacted by fluctuations in currency exchange rates.

In recent years, the securities markets in the United States and Canada, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur, and the trading price of the Company's shares may be subject to large fluctuations and may decline below the price at which an investor acquired its shares. The trading price may increase or decrease in response to a number of events and factors, which may not be within the Company's control nor be a reflection of the Company's actual operating performance, underlying asset values or prospects. Accordingly, investors may not be able to sell their securities at or above their acquisition cost.

We are a "foreign private issuer" as such term is defined in Rule 405 under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare our disclosure documents filed under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with Canadian disclosure requirements. As a foreign private issuer, we are exempt from certain rules and regulations applicable to U.S. domestic companies, and in some respects, our disclosure obligations are, in certain respects less detailed or less frequent compared to U.S. domestic issuers. For example, we are exempt from the Exchange Act rules regarding the solicitation of proxies; we are also exempted from Regulation FD, which prohibits issuers from making selective disclosures of certain non-public information. Further, our officers and directors are exempt from the reporting and "short swing" profit recovery provisions of Section 16 of the Exchange Act. As result, although we do file or furnish with the SEC the continuous disclosure documents required to be filed in Canada under the applicable Canadian securities laws, we do not file the same reports that a U.S. domestic issuer would file with the SEC, and shareholders should not expect to receive in every case the same information at the same time as would be provided by a U.S. domestic issuer.

Further, as a foreign private issuer, we rely on certain Canadian corporate governance practices, as permitted under the Nasdaq listing rules. As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all U.S. corporate governance requirements.

As we continue our operations in the United States, we may cease to qualify as a foreign private issuer. An issuer may lose foreign private issuer status if a majority of its shares are held in the United States and its fails to meet certain other criteria, such as: (i) a majority of its directors or executive officers are either U.S. citizens or residents, (ii) a majority of its assets are located in the U.S. or (3) its business is principally administered in the U.S. If we were to no longer qualify as a foreign private issuer, we will become subject to the same reporting requirements and corporate governance requirements as a U.S. domestic issuer, which may increase our costs of being a public company in the United States.

If regulatory changes or interpretations of our activities require our registration as a money services business ("MSB") under the regulations promulgated by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury ("FinCEN") under the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which may have a material negative effect on our business and the results of its operations.

FinCEN regulates providers of certain services with respect to "convertible virtual currency," including Bitcoin. Businesses engaged in the transfer of convertible virtual currencies are subject to registration and licensure requirements at the U.S. federal level and also under U.S. state laws. Although FinCEN has issued guidance that the mining of cryptocurrency, absent engagement in other activities does not in and of itself trigger registration or licensure obligations with FinCEN, this is subject to change as FinCEN and other regulatory bodies continue their scrutiny of cryptocurrencies.

Although we believe that our mining activities do not presently trigger FinCEN registration requirements under the Bank Secrecy Act, if our activities cause us to be deemed a "money transmitter," "money services business" or equivalent designation under state law in any state in which we may operate, we may be required to seek a license or otherwise register with a state regulator. We would also need to comply with state regulations, which could include the implementation of anti-money laundering programs, a know-your-counterparty program and transaction monitoring, maintenance of certain records and other operational requirements. If we were to become subject to such additional federal or state regulatory obligations, we may incur significant additional expense. Furthermore, due to the nature of the Bitcoin blockchain, we may not be capable of complying with certain federal or state regulatory obligations applicable to "money services businesses" and "money transmitters," such as monitoring transactions and blocking transactions. If we are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we may cease operations or otherwise significantly alter our activities and offerings.

The application of the U.S. Commodity Exchange Act, as amended (the "CEA") and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC") to our business is unclear and is subject to change in a manner that is difficult to predict.

The CFTC has stated that Bitcoin falls within the definition of a "commodity" CEA. A result, the CFTC has general enforcement authority to police against manipulation and fraud in the spot markets for Bitcoin. The CFTC also has regulatory and supervisory authority with respect to commodity futures, options, and/or swaps (Commodity Interests") and certain transactions in commodities offered to retail purchasers on a leveraged, margined, or financed basis. Furthermore, trusts, syndicates, and other collective investment vehicles operated for the purpose of trading in Commodity Interests may be subject to regulation and oversight by the CFTC and the National Futures Association as "commodity pools."

Changes in our activities, the CEA, or the CFTC's rules, or if our mining activities or transactions in Bitcoin were deemed by the CFTC to involve Commodity Interests and the operation of a commodity pool for our shareholders, may subject us to additional regulatory requirements, licenses, and approvals, which could result in significant increased compliance and operational costs. If we determine it is not possible or practicable to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in our business.

As we continue to expand, our obligations to comply with the laws, rules, regulations and policies across a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by Canadian, U.S. and non-U.S. regulators and governmental authorities.

The Company is incorporated under the laws of British Columbia, and its primary properties are located in Sweden, Paraguay, and the Provinces of Québec and New Brunswick. Furthermore, as more fully discussed in the AIF, the Company has relocated its corporate headquarters to Texas and is currently expanding its operations in Paraguay. As we expand our international activities, we have become increasingly obligated to comply with the laws, rules, regulations, policies, and legal interpretations multiple jurisdictions. Laws regulating financial services, the internet, computing, digital assets and related technologies in the various jurisdiction often impose different, and potentially conflicting obligations, as well as broader liability, on us. Moreover, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities may restrict or limit our ability to engage in transactions or dealings with certain counterparties in, or with, certain countries or territories, or in certain activities.

Due to the international scope of our operations, multiple regulators with a broad discretion to audit and examine our business have oversight over our activities, and we may be subject to examinations, inquiries, reviews, and investigations. To the extent we have not complied, or are deemed to have not complied, with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our offerings, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, financial condition, and results of operations.

We are involved in legal proceedings from time to time, which could adversely affect us.

From time to time, we have been, and may in the future be, a party to legal and regulatory proceedings, including matters involving governmental agencies or regulators, entities with whom we do business, and other proceedings, whether arising in the ordinary course of business or otherwise. Litigation, regardless of outcome, may result in significant expenditures, diversion of our management's time and attention from the operation of the business and damage to our reputation or relationship with third parties, which could materially and adversely affect our results of operations, strategy, and financial performance.

If we were deemed an "investment company" under the Investment Company Act of 1940, as amended (the "Investment Company Act"), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under the Investment Company Act, a company may be deemed an investment company if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. While the SEC and its staff have taken the position that Bitcoin (in its current form) is not a security, such statements are not official policy statements by the SEC and reflect only the speakers' views, which are not binding on the SEC or any other agency or court. Moreover, the legal and regulatory landscape surrounding cryptocurrency continues to evolve, and SEC rules and applicable law are subject to change.

We intend to continue to conduct operations in a manner that will not cause us to be considered an investment company, however to the extent the digital assets which we mine, own, or otherwise acquire may be deemed "securities" or " investment securities" by the SEC, we may meet the definition of an investment company, and would accordingly need to register with the SEC, unless an exemption from registration is available. We may be unable to register under the Investment Company Act, or we may be required to effect significant corporate changes. The effect of any future such regulatory change is impossible to predict, but if we are deemed to be an investment company, material adverse effect on the Company's business, financial condition and results of operations.

Investment companies are subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and Investment Company Act filing requirements. The cost of such compliance would result in us incurring substantial additional expenses. impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among us and our senior management team and materially and adversely affect our business, financial condition and results of operations.

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

Limited precedent exists for the financial accounting of bitcoin and other cryptocurrency assets. Future changes in regulatory or accounting standards could require us to alter our accounting practices and restate financial statements, potentially affecting how we account for newly mined cryptocurrency rewards. Uncertainties in or changes to regulatory or financial accounting standards or interpretations by the SEC, particularly as they relate to the Company and the financial accounting of our Bitcoin-related operations, could result in the need to change our accounting methods and restate our financial statements and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and more generally impact our business, operating results, financial condition and our ability to raise capital.

Statements contained in this AIF that are not historical facts, but rather are forward looking statements involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Forward-looking information in this AIF includes information about the Company's use and profitability of the Company's computing power; plans for growth and scaling up strategies; 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 generally, expected enhancements in the efficiency of the Company's ASIC mining operations; the Company's strategy to acquire, develop and operate data centers and potential growth of the Company's computing capacity; expected electrical and 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; competition from exchange traded funds holding Bitcoin, the risks of failing to grow our hashrate; the 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 Company has made assumptions about the expected delivery time for ASIC equipment; 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 its inherent uncertainty.

Although not restricted from doing so, the Company has not paid any dividends since incorporation and the Company does not expect to pay dividends in the foreseeable future. Payment of dividends in the future will be made at the discretion of the Board based upon, among other things, cash flow, the results of operations and financial condition of the Company, the need for funds to finance ongoing operations and such other considerations as the Board considers relevant.

The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As at March 31, 2025, there were 165,615,186 Common Shares and nil preferred shares issued and outstanding. As of the date hereof, there are 201,254,305 Common Shares and nil preferred shares issued and outstanding.

The holders of the Common Shares are entitled to dividends, if, as and when declared by the Board of Directors, to one vote per Common Share at meetings of the Company's shareholders and, upon liquidation, to share equally in such assets of the Company as are distributable to the holders of the Company's Common Shares. The Company's shares are not subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a shareholder to contribute additional capital.

Holders of Common Shares are entitled to receive notice of meetings of shareholders of the Company, to attend and to cast one vote per Common Share at all such meetings. Holders of the Common Shares are entitled to receive, on a pro rata basis, such dividends if, as and when declared by the Company's board of directors.

In the event of any liquidation, dissolution or winding-up of the Company or other distribution of the assets of the Company among holders of Common Shares for the purposes of winding-up its affairs, the holders of Common Shares will be entitled, subject to the rights of the holders of any other class or series of shares ranking senior to the Common Shares, to receive on a pro rata basis the remaining property or assets of the Company available for distribution, after the payment of debts and other liabilities.

The Common Shares do not have attached to them any conversion, exchange rights, exercise, redemption or retraction provisions.

The Common Shares trade on the: (i) TSXV under the symbol "HIVE"; (ii) NASDAQ under the symbol "HIVE"; and (iii) FSE under the symbol "FO0.F". The Common Shares traded on the OTCQX until June 30, 2021, and on July 1, 2021, HIVE's Common Shares began trading on the NASDAQ.

The following table sets out the price range and trading volume for the Common Shares, as reported by the TSXV, for each month since the beginning of the Company's most recently completed financial year:

The following table sets out the price range and trading volume for the Common Shares, as reported by the NASDAQ, for each month since the beginning of the Company's most recently completed financial year.

The following table sets out the price range and trading volume for the Common Shares, as reported by the FSE, for each month since the beginning of the Company's most recently completed financial year:

The following sections set out the securities of the Company that were issued during Fiscal 2025, including Common Shares issued upon the exercise of stock options of the Company ("Options") and the Common Shares issuable upon conversion of outstanding restricted share units of the Company ("RSUs").

The following table summarizes details of the 6,307,976 RSUs issued by the Company during the Fiscal 2025:

The following table sets out details of an aggregate of 59,535,035, Common Shares issued by the Company during Fiscal 2025:

The Company issued an aggregate of 27,521,199 2023 ATM Shares over the facilities of the TSXV and Nasdaq under the 2023 ATM Equity Program, for aggregate gross proceeds to the Company of US$96.9 million (C$131.1 million). The 2023 ATM Shares were sold at prevailing market prices, for an average price per 2023 ATM Share of CAD$4.76. On July 8, 2024, the Company announced that it had terminated the 2023 ATM Equity Program.

Pursuant to the equity distribution agreement dated October 3, 2024, the Company issued an aggregate of 61,824,995 2024 ATM Shares over the facilities of the TSXV and Nasdaq, for aggregate gross proceeds to the Company of US$181 million (C$255.6 million). The 2024 ATM Shares were sold at prevailing market prices, for an average price per 2024 ATM Share of C$4.13. On May 14, 2025, the Company entered into the Amended Distribution Agreement, which replaces and supersedes the 2024 ATM Agreement.

As at March 31, 2025, no securities of the Company were held in escrow or subject to contractual restrictions.

The following table sets forth the name, province/state and country of residence, position held with the Company and principal occupation during the five (5) preceding years of each person who is a director and/or an executive officer of the Company as at the date hereof.

(1) The information as to place of residence, principal occupation and number of Common Shares beneficially owned or over which a director or officer of the Company exercises control or direction, is not within the knowledge of the management of the Company and has been furnished by the respective directors and officers of the Company.

(2) Based on 201,254,305 issued and outstanding Common Shares of the Company, as of the date hereof.

Directors are elected at each annual meeting of the Company's shareholders and serve as such until the next annual meeting or until their successors are elected or appointed.

As at the date hereof, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 335,100 Common Shares, representing 0.3% of the total number of Common Shares outstanding before giving effect to the exercise of rights, options, or warrants to purchase or otherwise receive Common Shares held by such directors and executive officers. The statement as to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and executive officers of the Company as a group is based upon information furnished by the directors and executive officers.

Mr. Holmes is chief executive and chief investment officer at U.S. Global Investors, Inc. ("US Global"), which specializes in natural resources and emerging markets investing. As chief investment officer at U.S. Global, he oversees an investment team whose mutual funds have won more than two dozen Lipper Fund Awards and certificates since 2000. Mr. Holmes was named 2006 Mining Fund Manager of the Year by Mining Journal. He is co-author of the book The Goldwatcher: Demystifying Gold Investing and has written investment articles for investment-focused publications. Mr. Holmes is also a regular contributor to a number of investor-education websites. Mr. Holmes holds a bachelor's degree in economics from the University of Western Ontario. He also served as the President and Chairman of the Toronto Society of the Investment Dealers Association.

Mr. New is an entrepreneur who has been involved in building a number of businesses disrupting the capital markets over the past twenty years. He is the current CEO of InvestX Capital an electronic trading platform for secondary shares in the private markets and Managing Partner of InvestX Master GP1 a late-stage venture investment manager for high net-worth investors, institutions and their advisers. Mr. New has led more than $500m of investments into the worlds leading private companies. Previously Mr. New was the founder and Chief Executive Officer of Stockhouse Publishing ("Stockhouse"), Canada's leading financial community and a global hub for affluent investors. Prior to launching Stockhouse, Mr. New founded and built Stockgroup Media, an online information and analytics company whose client base consisted of leading brokerage firms, global institutional sales desks, and hedge funds. Mr. New has a bachelor's degree in Business from Trinity Western University and has graduated from the Birthing of Giants program at the Massachusetts Institute of Technology. Mr. New is the Chief Compliance Officer and Ultimate Designated Person for InvestX Financial an exempt market dealer in Canada and holds Finra series 24, 63, and 82 licenses.

Mr. Daubaras brings over twenty-five years of experience in corporate accounting and public company service. Prior to joining HIVE, Darcy was a member of the executive team at FinancialCAD Corporation. Mr. Daubaras has previously served as the Chief Financial Officer for Canadian listed public companies as well as serving as the Director of Corporate Accounting with Mercer International. Darcy was awarded a CPA, CA designation from the Chartered Professional Accountants of British Columbia as well as being awarded a CPA designation in Illinois and has experience with Sarbanes-Oxley. He received a Bachelor of Commerce from the University of Victoria.

Mr. Kilic has a twenty-year career as an entrepreneur and electrical engineer with expertise in cryptocurrency, capital markets, real-estate development and scientific research. Mr. Kilic founded Fortress Blockchain Corp. in 2017, a Canadian public company in the blockchain industry mining BTC. Mr. Kilic has a degree in Engineering Sciences (Honours) from Simon Fraser University and brings deep experiences in the Bitcoin mining ecosystem. Mr. Kilic has led real-estate development projects valued at over CAD$150 million through large re-zoning and permitting processes. Furthermore, he has secured over $100 million in project and construction financings from Canadian banks, in additional to overseeing the successful acquisition of over $100 million of real property transactions. Prior to this, Mr. Kilic worked as a radio frequency (RF) engineer at Sierra Wireless, where he conducted research in electromagnetic science and worked in product development of company broadband antennas for wireless wide area network (WWAN) cellular devices.

Mr. Perrill is a 4x technology founder and has 28 years of experience in the data center, networking, energy, software, and blockchain markets. Mr. Perrill previously founded Compute North LLC, a tier zero data center company that offered low-cost and efficient infrastructure services for clients in the blockchain, cryptocurrency mining and the broader high-performance computing space. Previously he founded and subsequently sold two technology companies, including an Internet Service and Managed Security Provider, which was acquired by Trustwave in 2013. He holds a Bachelor of Science in Management Information Systems and a Master of Business Administration in Finance from the University of Minnesota.

Susan McGee serves on the boards of directors of NYSE-listed Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC, and Goldman Sachs Private Middle Market Credit II LLC. She also serves on the boards of directors of ETTL Engineers & Consultants, Inc. and Nobul Corporation. In addition, Ms. McGee most recently served as a member of the SEC's Asset Management Advisory Committee, advising the SEC on ESG and DEI disclosures, market structure and various other matters.

Ms. McGee served as President of U.S. Global Investors, Inc., a NASDAQ-listed and SEC-registered investment advisor specializing in metals, mining and natural resources, from 1998 to 2018 and as the company's General Counsel from 1997 to 2018. Ms. McGee also served on the Investment Company Institute (ICI) Board of Governors from 2008 to 2018.

Mr. Rossy received his Bachelor of Commerce degree in Entrepreneurship (Entrepreneurial and Small Business Operations) and Information Technology Management (Information System Analysis and Implementation), from McGill University's Desautels Faculty of Management. This background, combined with his interest and skills in the computer sciences, has transitioned into a near 20-year career as an entrepreneur, software developer and business operations leader, specializing in database design and its applications for operations management across various industries.

Over the years, Luke has designed and implemented numerous software solutions for public and private organizations. In 2010 and 2013, respectively, he co-founded, developed and managed sports analytics as well mobile advertising companies. His passion for technological innovation and education further led him, in 2017, to take on the role of teaching introductory computer programming courses in web development and database design and administration.

In 2018, Luke ventured into the realm of industrial Bitcoin mining when he joined the GPU.one team as Senior Developer and Operations Manager. There, Luke evolved industry operations through the development of fleet management software, which is currently utilized at HIVE. Today, Luke is HIVE's Chief Operating Officer, where he plays a key role in maintaining its position as a leader in operational efficiency, year after year.

Mr. Sergi hails from the world of telecommunications and data centers. He was fortunate to delve into all aspects of systems & network operations and security, from customer support to supplier relations to project commissioning and delivery, to data center build-outs and cloud operations, and from complex, large-scale deployments to team management.

After 2 decades of service at small and large data networking providers and an energy company, he continued to explore the challenges regarding cloud solutions, cybersecurity, software development and data management. With 25 years in the technology world and a comprehensive understanding of technology, security, and a multidisciplinary technical background, Mr. Sergi brings a wide range of experience in technology, logistics management, strategic security awareness and a unique perspective to his role.

Other than as set out below, no director or executive officer of the Company, is or was within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any company that:

(e) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

(f) while that person was acting in that capacity, was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days.

No director or executive officer of the Company and no shareholder holding a sufficient number of securities of your company to affect materially the control of the Company is, as at the date of the AIF, or has been within the 10 years before the date of the AIF:

(a) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; or

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in making an investment decision; or

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in making an investment decision.

Marcus New was Chief Executive Officer and a director of Invictus, which was the subject of a failure-to-file cease trade order issued by the BCSC on September 6, 2016, for failing to file certain financial statements and management's discussion and analysis. The cease trade order was revoked by the BCSC on September 7, 2016.

Dave Perrill, who is a Director of the Company, was the founder and CEO of Compute North Holdings, Inc. (now renamed "Mining Project Wind Down Holdings, Inc.") from October 2017 to September 1, 2022, which filed petitions under Chapter 11 of the United States Bankruptcy Code on September 22, 2022. Following a 363 sale (under the U.S. Bankruptcy Code) of the remaining assets, the restructuring plan was formally approved by Judge Isgur in the Southern District of Texas on February 16, 2023.

Subsequently, on or about December 31, 2024, the plan administrator and trustee for the Project Wind Down Holdings, Inc. filed a complaint against the former board members of Compute North alleging breach of fiduciary duty and various failures of the board to protect the solvency and viability of the company. Along with the other former directors named in the complaint, Mr. Perrill is vigorously defending this suit. The action is filed in the United States Bankruptcy Court for The Southern District of Texas Houston Division.

Frank Holmes and Marcus New were directors of the Company (Frank Holmes at the time was Interim Executive Chairman) during a management cease trade order issued by the BCSC on July 30, 2019, in connection with the late filing of the Company's March 31, 2019 annual financial statements and management's discussion and analysis, which cease trade order was revoked on October 8, 2019 upon the filing of the relevant financial statements and management's discussion and analysis.

Frank Holmes (at the time, Executive Chairman, Director and Interim Chief Executive Officer) and Darcy Daubaras (Chief Financial Officer) were subject to a management cease trade order issued by the BCSC on July 30, 2021 (the "2021 Cease Trade Order"), in connection with the late filing of the Company's March 31, 2021 annual financial statements and management's discussion and analysis. The 2021 Cease Trade Order was revoked on October 4, 2021 upon the filing of the relevant financial statements and management's discussion and analysis.

Frank Holmes (at the time, Executive Chairman, Director and Interim Chief Executive Officer) and Darcy Daubaras (Chief Financial Officer) were subject to a management cease trade order issued by the British Columbia Securities Commission on June 30, 2022 (the "2022 Cease Trade Order"), in connection with the late filing of the Company's annual financial statements and management's discussion and analysis for the years ended March 31, 2022 and 2021. The 2022 Cease Trade Order was revoked on July 20, 2022 upon the filing of the relevant financial statements and management's discussion and analysis.

To the best of the Company's knowledge, there are no known existing or potential conflicts of interest between the Company and any director or officer of the Company, except that certain of the directors and officers serve as directors and officers of other public companies, and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director or officer of such other companies. See "RISK FACTORS - General Risk Factors - Conflicts of Interest".

Conflicts of interest will be subject to, and will be resolved in accordance with, the procedures and remedies under the BCBCA.

The complete text of the Audit Committee Charter is attached to this AIF as Schedule "A".

The current members of the Audit Committee are Marcus New (Chair), Susan McGee and Dave Perrill. All current members are independent members of the Audit Committee within the meaning of NI 52-110.

All of the members of the Company's Audit Committee are financially literate as that term is defined in NI 52- 110. All members have an understanding of the accounting principles used by the Company to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting. In addition to each member's general business experience, the education and experience of each Audit Committee member relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:

Marcus New has been a director and a member of the audit committees for a number of technology reporting issuers for more than twenty years. He is registered as the UDP and Chief Compliance Officer for a registrant - InvestX Financial (Canada) Ltd., an exempt market dealer. He is a registered dealing representative in British Columbia, Alberta, Ontario, and Quebec. Mr. New has also been the Chief Compliance Officer and a registered representative for a FINRA registrant InvestX Markets LLC and is a series 24, 63, & 82 holder. Mr. New is also the CEO and leads the investment committee in a private equity firm focused on technology companies - InvestX Master GP1 Ltd. He holds a Bachelor of Arts degree in Business from Trinity Western University and has graduated from the Birthing of Giants program at the Massachusetts Institute of Technology.

Dave Perrill is a 4x technology founder and has 28 years of experience in the data center, networking, energy, software, and blockchain markets. Mr. Perrill previously founded Compute North LLC, a tier zero data center company that offered low-cost and efficient infrastructure services for clients in the blockchain, cryptocurrency mining and the broader high-performance computing space. Previously he founded and subsequently sold two technology companies, including an Internet Service and Managed Security Provider, which was acquired by Trustwave in 2013. He holds a Bachelor of Science in Management Information Systems and a Master of Business Administration in Finance from the University of Minnesota.

At no time since the commencement of the Corporation's financial year ended March 31, 2025 was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, Davidson & Company LLP) not adopted by the Board.

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable by the Audit Committee, on a case-by-case basis.

During the financial year ended March 31, 2025 and as of the date hereof, the Company has not been party to, nor have its assets been the subject of, any legal proceeding that involves a claim of damages in excess of ten percent of the Company's assets, nor does the Company know of any such legal proceedings to be contemplated.

Other than as disclosed herein, neither during the financial year ended March 31, 2025, nor as of the date hereof, has the Company: (i) been subject to any penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority or any penalty or sanction imposed by a court or regulatory body against the Company that would likely to be considered important to a reasonable investor in making an investment decision; or (ii) entered into any settlement agreement relating to securities legislation or with a securities regulatory authority.

Other than as disclosed herein, no director, executive officer or person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Common Shares or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in any transaction either within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

The transfer agent and registrar for the Common Shares in Canada is Computershare Investor Services Inc. with its principal offices in Vancouver, British Columbia and Toronto, Ontario.

The auditors of the Company are Davidson & Company LLP, at its offices located at 1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC V7Y 1G6.

The only material contracts entered into by the Company as of the date hereof, other than in the ordinary course of business, are as follows:

1. Share purchase agreement entered into between the Company and GPU One dated February 24, 2021;

3. Amended and Restated 2023 Equity Distribution Agreement dated August 17, 2023 (terminated);

4. Amended and Restated 2024 Equity Distribution Agreement dated October 3, 2024, establishing a $200 million at-the-market financing program in Canada and the United States through U.S. and Canadian Agents, pursuant to an amended and restated prospectus supplement to the September 11, 2024 short form base shelf prospectus; and

5. Share Purchase Agreement dated March 17, 2025 with Bitfarms Ltd. and Backbone Hosting Solutions Inc., pursuant to which the Company acquired all of the issued and outstanding shares of ZUNZ S.A., the owner of the 200 MW hydro-powered Bitcoin mining facility located in Yguazú, Paraguay. The transaction included total consideration of approximately $81 million, comprising: (i) approximately $25 million paid at closing, (ii) approximately $31 million in deferred installment payments over four years, and (iii) approximately $19 million in pre-paid development and infrastructure funding provided by the Company between January and March 2025.

Copies of the above material contracts are available under the Company's profile on the SEDAR+ website as www.sedarplus.ca.

Following are the names of each person or company who is named as having prepared or certified a report, valuation, statement or opinion described, included or referred to in a filing made under NI 51-102 by the Company during or relating to Fiscal 2025 and whose profession or business gives authority to such report, valuation, statement or opinion:

Davidson & Company LLP does not beneficially own, directly or indirectly, any securities; nor does it have any interest in the property of the Company, and neither Davidson & Company LLP nor any of its directors, officers or employees is, or expects to be, elected, appointed or employed as a director, officer or employee of the Company or its associates or affiliates.

Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca, or on the Company's website at www.hivedigitaltechnologies.com. Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Company's securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of the Company dated October 23, 2024, available on SEDAR+ at www.sedarplus.ca.

Additional financial information is provided in the Company's audited consolidated financial statements and management's discussion and analysis for the financial year ended March 31, 2025.

The overall purpose of the audit committee (the "Audit Committee") of HIVE Digital Technologies Ltd. (the "Company") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Company's board of directors (the "Board") that through the involvement of the Audit Committee, the external audit will be conducted independently of the Company's management to ensure that the independent auditors serve the interests of shareholders rather than the interests of management of the Company. The Audit Committee will act as a liaison to provide better communication between the Board and the external auditors. The Audit Committee will monitor the independence and performance of the Company's independent auditors.

(1) The Audit Committee shall consist of at least three (3) members of the Board.

(2) At least two (2) members of the Audit Committee shall be independent and the Audit Committee shall endeavour to appoint a majority of independent directors to the Audit Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Audit Committee members' independent judgment. At least one (1) member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

(3) The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Audit Committee for the ensuing year. The Board may at any time remove or replace any member of the Audit Committee and may fill any vacancy in the Audit Committee.

(4) Unless the Board shall have appointed a chair of the Audit Committee, the members of the Audit Committee shall elect a chair and a secretary from among their number.

(5) The quorum for meetings shall be a majority of the members of the Audit Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

(6) The Audit Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

(a) the Audit Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Audit Committee. The external auditors or any member of the Audit Committee may request a meeting of the Audit Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Audit Committee; and

(8) The internal auditors and the external auditors shall have a direct line of communication to the Audit Committee through its chair and may bypass management if deemed necessary. The Audit Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Audit Committee any matter involving questionable, illegal or improper financial practices or transactions.

(1) The overall duties and responsibilities of the Audit Committee shall be as follows:

(d) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements and related financial disclosure;

(e) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;

(f) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

(g) to report regularly to the Board on the fulfilment of its duties and responsibilities.

(2) The duties and responsibilities of the Audit Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

G. significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

(e) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles; and

(f) to implement structures and procedures to ensure that the Audit Committee meets the external auditors on a regular basis in the absence of management.

(3) The duties and responsibilities of the Audit Committee as they relate to the internal control procedures of the Company are to:

(a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Audit Committee may deem appropriate;

(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(d) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

(a) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

(d) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review and report on the integrity of the Company's consolidated financial statements;

(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

(h) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(i) develop a calendar of activities to be undertaken by the Audit Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.

(j) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

(k) to set and pay the compensation for any advisors employed by the Audit Committee; and

The Audit Committee shall review and reassess the adequacy of this Charter periodically as it deems appropriate.

This Charter may be amended or modified by the Board, subject to disclosure and other policies and guidelines of the Canadian Securities Administrators and applicable stock exchange rule

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

	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

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%)