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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-40398
HIVE Digital Technologies Ltd.
(Translation of registrant's name into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
Suite 128, 7900 Callaghan Road
San Antonio, Texas 78229 United States of America
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
[ ] Form 20-F [X] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
EXHIBIT INDEX
| 99.1 | Condensed Interim Consolidated Financial Statements for the three months ended September 30, 2025 |
| 99.2 | Management's Discussion and Analysis for the three months ended September 30, 2025 |
| 99.3 | Form 52-109F2 Certification of Interim Filings (CEO) dated November 14, 2025 |
| 99.4 | Form 52-109F2 Certification of Interim Filings (CFO) dated November 14, 2025 |
| 101.INS | Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
| HIVE DIGITAL TECHNOLOGIES LTD. | ||
| By: | /s/ Darcy Daubaras | |
| Name: Darcy Daubaras | ||
| Title: Chief Financial Officer | ||
Date: November 14, 2025
HIVE Digital Technologies Ltd.
Condensed Interim Consolidated Financial Statements
For the three and six months ended September 30, 2025, and 2024
(In thousands of U.S. dollars)
(Unaudited)
HIVE Digital Technologies Ltd.
Contents
Page
| HIVE Digital Technologies Ltd. Condensed Interim Consolidated Statements of Financial Position (expressed in thousands of United States dollars) (Unaudited) |
 |
| As at | Note | September 30, 2025 | March 31, 2025 (Note 27) |
|||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 22,643 | $ | 23,375 | ||||
| Amounts receivable and prepaids, net | 5 | 16,994 | 11,758 | |||||
| Derivative asset | 6 | 47,015 | 1,300 | |||||
| Investments | 4 | 25,658 | 24,136 | |||||
| Digital currencies | 6 | 24,364 | 181,146 | |||||
| Total current assets | 136,674 | 241,715 | ||||||
| Plant and equipment, net | 7 | 464,327 | 202,848 | |||||
| Long term receivables, net | 5 | 44,623 | 6,602 | |||||
| Deposits, net | 8 | 42,735 | 74,887 | |||||
| Right of use assets | 14 | 4,612 | 5,546 | |||||
| Total assets | $ | 692,971 | $ | 531,598 | ||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 9 | $ | 31,187 | $ | 15,377 | |||
| Current portion of convertible loan | 10 | 1,436 | 1,871 | |||||
| Current portion of lease liability | 14 | 2,841 | 2,645 | |||||
| Acquisition loan payable | 3 | - | 31,000 | |||||
| Current portion of loans payable | 12 | 3,107 | 2,792 | |||||
| Current portion of term loan | 13 | 2,857 | 3,558 | |||||
| Warrant liability | 11, 24 | 4,055 | 760 | |||||
| Current income tax liability | 8,131 | 7,954 | ||||||
| Total current liabilities | 53,614 | 65,957 | ||||||
| Loans payable | 12 | 10,946 | 10,200 | |||||
| Lease liability | 14 | 1,963 | 3,095 | |||||
| Deferred tax liability | 1,849 | 3,209 | ||||||
| Total liabilities | 68,372 | 82,461 | ||||||
| Equity | ||||||||
| Share capital | - | - | ||||||
| Additional paid in capital | 17 | 871,751 | 716,708 | |||||
| Accumulated other comprehensive income | 7,491 | 6,291 | ||||||
| Accumulated deficit | (254,643 | ) | (273,862 | ) | ||||
| Total equity | 624,599 | 449,137 | ||||||
| Total liabilities and equity | $ | 692,971 | $ | 531,598 | ||||
Nature of operations (Note 1)
Commitments and contingencies (Note 15)
Subsequent events (Note 28)
On behalf of the board:
| "Frank Holmes" | "Marcus New" |
| Director | Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
1
| HIVE Digital Technologies Ltd.
Condensed Interim Consolidated Statements of (Unaudited) |
|
| Three months ended September 30, |
Six months ended September 30, |
||||||||||||
| As at | Note | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenue from digital currency mining | $ | 82,073 | $ | 20,765 | $ | 122,870 | $ | 50,401 | |||||
| High performance computing | 5,180 | 1,883 | 9,994 | 4,488 | |||||||||
| 87,253 | 22,648 | 132,864 | 54,889 | ||||||||||
| Cost of sales | |||||||||||||
| Operating and maintenance costs | 22 | (44,065 | ) | (21,903 | ) | (73,048 | ) | (42,907 | ) | ||||
| High performance computing service fees | (784 | ) | (345 | ) | (1,593 | ) | (889 | ) | |||||
| Depreciation | (38,292 | ) | (15,379 | ) | (60,303 | ) | (28,473 | ) | |||||
| 4,112 | (14,979 | ) | (2,080 | ) | (17,380 | ) | |||||||
|
Net realized and unrealized gains (losses) of digital currencies |
6 | 4,553 | 4,646 | 27,714 | (17,296 | ) | |||||||
| Operating expenses | |||||||||||||
| Selling, general and administrative expenses | 21 | (7,800 | ) | (3,381 | ) | (13,550 | ) | (6,824 | ) | ||||
| Foreign exchange gain | 601 | 1,786 | 3,473 | 634 | |||||||||
| Stock-based compensation | 18 | (5,472 | ) | (2,234 | ) | (11,222 | ) | (2,723 | ) | ||||
| Total operating expenses | (12,671 | ) | (3,829 | ) | (21,299 | ) | (8,913 | ) | |||||
| Unrealized gain on investments | (8,282 | ) | 8,383 | (110 | ) | 16,115 | |||||||
| Change in fair value of derivatives | 24 | (2,264 | ) | 520 | 14,172 | 1,135 | |||||||
| Provision on sales tax receivables | 5 | - | 966 | 1,367 | 966 | ||||||||
| Gain on sale of equipment | 48 | 5,190 | 1,360 | 9,509 | |||||||||
| Other income | 54 | 131 | 379 | 257 | |||||||||
| Finance expense | 20 | (328 | ) | (630 | ) | (616 | ) | (1,275 | ) | ||||
| (Loss) income from operations | (14,778 | ) | 398 | 20,887 | (16,882 | ) | |||||||
| Tax expense | (1,019 | ) | (318 | ) | (1,668 | ) | (1,326 | ) | |||||
| Net (loss) income after tax | (15,797 | ) | 80 | 19,219 | (18,208 | ) | |||||||
| Other comprehensive (loss) income | |||||||||||||
| Translation adjustment | (656 | ) | 640 | 1,200 | 677 | ||||||||
| Net (loss) income and comprehensive (loss) income | $ | (16,453 | ) | $ | 720 | $ | 20,419 | $ | (17,531 | ) | |||
| Basic (loss) income per share | $ | (0.07 | ) | $ | 0.00 | $ | 0.09 | $ | (0.16 | ) | |||
| Diluted (loss) income per share | $ | (0.07 | ) | $ | 0.00 | $ | 0.09 | $ | (0.16 | ) | |||
| Weighted average number of common shares outstanding | |||||||||||||
| Basic | 19 | 228,137,757 | 118,593,637 | 205,198,800 | 114,664,155 | ||||||||
| Diluted | 19 | 228,137,757 | 118,593,637 | 218,253,771 | 114,664,155 | ||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
2
| HIVE Digital Technologies Ltd.
Condensed Interim Consolidated Statements of Changes in Equity (expressed in thousands of United States dollars, except share and per share data)(Unaudited) |
|
| Equity | Common shares issued |
Amount | Additional paid- in capital |
Accumulated other comprehensive income |
Accumulated deficit |
Total equity | ||||||||||||
| Balance, March 31, 2024 | 106,080,151 | $ | - | $ | 523,949 | $ | 6,329 | $ | (270,866 | ) | $ | 259,412 | ||||||
| Share-based compensation | - | - | 489 | - | - | 489 | ||||||||||||
| Shares offering | 11,166,160 | - | 31,903 | - | - | 31,903 | ||||||||||||
| Vesting of restricted stock units | 39,150 | - | - | - | - | - | ||||||||||||
| Issuance costs | - | - | (2 | ) | - | - | (2 | ) | ||||||||||
| Reclassification of special warrants | - | - | (5,112 | ) | - | - | (5,112 | ) | ||||||||||
| Reclassification of derivative loan component | - | - | 120 | - | - | 120 | ||||||||||||
| Net loss for the period | - | - | - | - | (18,288 | ) | (18,288 | ) | ||||||||||
| Translation adjustments | - | - | - | 37 | - | 37 | ||||||||||||
| Balance, June 30, 2024 | 117,285,461 | $ | - | $ | 551,347 | $ | 6,366 | $ | (289,154 | ) | $ | 268,559 | ||||||
| Share-based compensation | - | - | 2,234 | - | - | 2,234 | ||||||||||||
| Shares offering | 1,368,297 | - | 4,324 | - | - | 4,324 | ||||||||||||
| Vesting of restricted stock units | 68,950 | - | - | - | - | - | ||||||||||||
| Issuance costs | - | - | (301 | ) | - | - | (301 | ) | ||||||||||
| Net income for the period | - | - | - | - | 80 | 80 | ||||||||||||
| Translation adjustments | - | - | - | 640 | - | 640 | ||||||||||||
| Balance, September 30, 2024 | 118,722,708 | $ | - | $ | 557,604 | $ | 7,006 | $ | (289,074 | ) | $ | 275,536 |
| Equity | Common shares issued |
Amount | Additional paid- in capital |
Accumulated other comprehensive income |
Accumulated deficit |
Total equity | ||||||||||||
| Balance, March 31, 2025 | 165,615,186 | $ | - | $ | 716,708 | $ | 6,291 | $ | (273,862 | ) | $ | 449,137 | ||||||
| Share-based compensation | - | - | 5,750 | - | - | 5,750 | ||||||||||||
| Shares offering | 38,109,822 | - | 68,169 | - | - | 68,169 | ||||||||||||
| Exercise of stock options | 600,000 | 738 | - | - | 738 | |||||||||||||
| Issuance costs | - | - | (145 | ) | - | - | (145 | ) | ||||||||||
| Net income for the period | - | - | - | - | 35,016 | 35,016 | ||||||||||||
| Translation adjustments | - | - | - | 1,856 | - | 1,856 | ||||||||||||
| Balance, June 30, 2025 | 204,325,008 | $ | - | $ | 791,220 | $ | 8,147 | $ | (238,846 | ) | $ | 560,521 | ||||||
| Share-based compensation | - | - | 5,473 | - | - | 5,473 | ||||||||||||
| Shares offering | 30,174,046 | - | 71,194 | - | - | 71,194 | ||||||||||||
| Vesting of restricted stock units | 1,318,441 | - | - | - | - | - | ||||||||||||
| Issuance costs | - | - | (54 | ) | - | - | (54 | ) | ||||||||||
| Shares issued for property | 1,000,000 | 3,919 | - | - | 3,919 | |||||||||||||
| Net loss for the period | - | - | - | - | (15,797 | ) | (15,797 | ) | ||||||||||
| Translation adjustments | - | - | - | (656 | ) | - | (656 | ) | ||||||||||
| Balance, September 30, 2025 | 236,817,495 | $ | - | $ | 871,751 | $ | 7,491 | $ | (254,643 | ) | $ | 624,599 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
| HIVE Digital Technologies Ltd.
Condensed Interim Consolidated Statements of Cash Flows (expressed in thousands of United States dollars)(Unaudited) |
|
| Six months ended | ||||||||
| As at | September 30, 2025 |
September 30, 2024 |
||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | 19,219 | $ | (18,208 | ) | |||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities | ||||||||
| Revenue recognized from digital currency | (122,870 | ) | (50,401 | ) | ||||
| Proceeds from sale of digital currency | 123,917 | 29,608 | ||||||
| Revaluation of digital currency | (27,714 | ) | 17,296 | |||||
| Digital currency purchased | (18,330 | ) | - | |||||
| Depreciation | 60,303 | 28,473 | ||||||
| Non-cash lease expense | 1,465 | 1,383 | ||||||
| Unrealized gain on investments | 110 | (16,115 | ) | |||||
| Change in fair value of derivative liability | (14,173 | ) | (1,135 | ) | ||||
| Gain on sale of equipment | (1,360 | ) | (9,509 | ) | ||||
| Provision on sales tax receivables | (1,367 | ) | (966 | ) | ||||
| Income tax expense | 1,668 | 1,326 | ||||||
| Accretion on convertible debt | 315 | 739 | ||||||
| Share-based compensation | 11,222 | 2,723 | ||||||
| Interest expense | 151 | 223 | ||||||
| Foreign exchange (gain) loss | (2,391 | ) | (506 | ) | ||||
| Lease payments on operating leases | (1,644 | ) | (1,391 | ) | ||||
| Changes in non-working capital items | ||||||||
| Amounts receivable and prepaids | (41,739 | ) | 1,172 | |||||
| Accounts payable and accrued liabilities | 12,834 | 8,746 | ||||||
| Net cash used in operating activities | (384 | ) | (6,542 | ) | ||||
| Cash flows from investing activities | ||||||||
| Deposits on equipment | (10,895 | ) | (613 | ) | ||||
| Purchase of investments | (907 | ) | (1,128 | ) | ||||
| Proceeds on disposal of equipment | 1,533 | 9,723 | ||||||
| Purchase of equipment | (64,795 | ) | (32,593 | ) | ||||
| Payment of security deposits | (23,788 | ) | (3,360 | ) | ||||
| Acquisition of Megawatt Mining, net cash | (9,249 | ) | - | |||||
| Net cash used in investing activities | (108,101 | ) | (27,971 | ) | ||||
| Cash flows from financing activities | ||||||||
| Exercise of options | 738 | - | ||||||
| Loan payments | (823 | ) | (2,406 | ) | ||||
| Shares offering | 139,163 | 35,924 | ||||||
| Repayment of acquisition loan payable | (31,000 | ) | ||||||
| Repayment of debenture | (750 | ) | (1,500 | ) | ||||
| Net cash provided by financing activities | 107,328 | 32,018 | ||||||
| Effects of exchange rate changes on cash | 425 | 58 | ||||||
| Net change in cash during the period | $ | (732 | ) | $ | (2,437 | ) | ||
| Cash, restricted cash equivalents and bank overdraft | ||||||||
| Beginning of period | 23,375 | 9,678 | ||||||
| End of period | $ | 22,643 | $ | 7,241 | ||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4
|
HIVE Digital Technologies Ltd. (Unaudited) |
|
1. Nature of Operations
HIVE Digital Technologies Ltd. (the "Company") is in the business of providing infrastructure solutions, including operating data centers, the computing power of which is used for high performance computing ("HPC") and generating hashrate which is sold to mining pools and then used for "the mining of cryptocurrencies". Digital currencies are subject to risks unique to the asset class and different from traditional assets.
The Company is incorporated in the province of British Columbia and is a reporting issuer in each of the Provinces and Territories of Canada. The Company is listed for trading on the TSXV, under the symbol "HIVE.V", as well on the Nasdaq's Capital Markets Exchange under "HIVE", and on the Open Market of the Frankfurt Stock Exchange under "YO0.F". On July 12, 2023, the Company completed a name change from HIVE Blockchain Technologies Ltd. to HIVE Digital Technologies Ltd. The Company's head office is located at Suite 128, 7900 Callaghan Road, San Antonio, Texas, 78229, United States of America and the Company's registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3.
2. Basis of Presentation
The accompanying condensed interim consolidated financial statements (the "financial statements") are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and include the results of the Company and its wholly owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU"). These financial statements are presented in U.S. dollars, which is the functional currency of the Company. The results in the financial statements and these notes include required estimates and assumptions of management, and they are not necessarily indicative of results to be expected for the year ending March 31, 2026, or for any future interim period. Further, the financial statements and the notes do not include all the information and notes required by GAAP for a complete presentation of annual financial statements. As such, the financial statements and these notes should be read in conjunction with the consolidated financial statements for the year ended March 31,2025, and notes thereto, included in the 2025 Annual Report.
(i) Use of estimates
The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to the: estimates in the determination of the fair value of derivative asset classified as level 3 on the fair value hierarchy; determinations of the useful lives and recoverability of long-lived assets; the realization of tax assets and estimates of tax liabilities.
These estimates, judgments, and assumptions are reviewed periodically, and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results may materially differ from those estimates.
(ii) Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation in the financial statements and notes.
(iii) Material Accounting Policies
Except for the update noted below, see the Company's 2025 Annual Report for a detailed discussion of the Company's significant accounting policies.
8
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
2. Basis of Presentation (continued)
Derivatives
The Company occasionally enters into derivative financial instruments as part of its equipment purchase contracts. In addition, the Company evaluates its financing and service arrangements to determine whether certain arrangements contain features that qualify as embedded derivatives requiring bifurcation in accordance with Accounting Standard Codification ("ASC") 815 - Derivatives and Hedging. Embedded derivatives that are required to be bifurcated from the host instrument or arrangement are accounted for and valued as separate financial instruments.
Derivatives are initially recorded at fair value with subsequent changes in fair value recognized as gains or losses in the consolidated statements of comprehensive income (loss). The Company classifies derivative assets or liabilities in the consolidated statements of financial position as current or non-current based on whether settlement of the instrument could be required within 12 months of the reporting date.
(iv) Recently Issued Accounting Pronouncements
The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of such change to its financial statements and ensures that there are proper controls in place to ascertain that the Company's financial statements properly reflect the change.
(a) In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company is evaluating the impact the updated guidance will have on its disclosures for the year ending March 31, 2026.
(b) In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires, in the notes to the annual and interim financial statements, disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact the updated guidance will have on its disclosures.
(v) Basis of consolidation
These financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.
9
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
2. Basis of Presentation (continued)
These financial statements include the accounts of the Company and the following entities:
| Subsidiaries |
Jurisdiction of incorporation |
Functional currency |
Ownership interest | |||
| HIVE Blockchain Switzerland AG | Switzerland | U.S. dollar | 100% | |||
| HIVE Blockchain Iceland ehf. | Iceland | U.S. dollar | 100% | |||
| Bikupa Datacenter AB | Sweden | U.S. dollar | 100% | |||
| Bikupa Datacenter 2 AB | Sweden | U.S. dollar | 100% | |||
| Bikupa Real Estate AB | Sweden | U.S. dollar | 100% | |||
| Hive Digital Data Ltd. | Bermuda | U.S. dollar | 100% | |||
| Liv Eiendom AS | Norway | U.S. dollar | 100% | |||
| 9376-9974 Quebec Inc. | Canada | Canadian dollar | 100% | |||
| HIVE Atlantic Datacentres Ltd | Canada | Canadian dollar | 100% | |||
| HIVE Performance Computing Ltd | Bermuda | U.S. dollar | 100% | |||
| HIVE Performance Cloud Inc. | Canada | Canadian dollar | 100% | |||
| Zunz S.A. | Paraguay | U.S. dollar | 100% | |||
| W3X S.A. | Paraguay | U.S. dollar | 100% | |||
| HIVE Holdings Paraguay 1 Ltd | Bermuda | U.S. dollar | 100% | |||
| HIVE Holdings Paraguay 2 Ltd | Bermuda | U.S. dollar | 100% | |||
| BUZZ High Performance Computing Inc. | Canada | Canadian dollar | 100% |
(vi) Foreign currency
Effective April 1, 2024, the Company's functional currency changed from the Canadian dollar to the U.S. dollar, which is prospectively accounted for in these financial statements. The change in functional currency better reflects the ongoing activities and operations of the Company.
For purposes of the Company's financial statements, the assets and liabilities of subsidiaries with a Canadian dollar functional currency are translated into U.S. dollars. Gains and losses resulting from these translations are reported as a component of accumulated other comprehensive income (loss) on the consolidated statements of comprehensive income (loss). Revenue, expenses, and gains or losses are translated into U.S. dollars using average exchange rates for each period.
Gains and losses from the remeasurement of foreign currency transactions into the functional currency are recognized as a component of other income, net on the statement of operations.
3. Asset Acquisitions
Effective March 17, 2025 the Company closed the acquisition of Zunz S.A. with an unrelated party. In consideration, the Company paid $25 million cash up front and will pay the remaining purchase price of $31 million over six months. The consideration paid also includes transaction costs of $692 and cash advanced by the Company after January 28, 2025. During the period ended September 30, 2025, the Company fully paid the acquisition loan payable (March 31, 2025 - $31 million).
10
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
3. Asset Acquisition (continued)
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
| March 31, 2025 | |||
| Cash paid | $ | 25,000 | |
| Acquisition loan payable | 31,000 | ||
| Cash advance | 7,260 | ||
| Acquisition costs | 692 | ||
| Total consideration | 63,952 | ||
| Land | $ | 952 | |
| Equipment | 44 | ||
| Building and leasehold | 57,070 | ||
| Power purchase agreement guarantee | 3,314 | ||
| VAT receivables | 3,126 | ||
| Other | 52 | ||
| Total assets | $ | 64,558 | |
| Deferred tax liability | (606 | ) | |
| Net assets acquired | $ | 63,952 | |
On September 15, 2025 the Company closed the acquisition of real property located at 15 City View Drive, Toronto, Ontario (the "Property") and shares of Megawatt Mining Corp. ("MMC") from an unrelated party. In consideration, the Company paid $9.2 million cash and issued 1 million common shares of the Company. The consideration paid also includes transaction costs of $556.
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
|
September 15, 2025 |
|||
| Cash paid including | $ | 8,692 | |
| Share consideration | 3,919 | ||
|
Acquisition costs |
556 | ||
| Total consideration | 13,167 | ||
| Cash | $ | 59 | |
| Deposits | 109 | ||
| Building and land | 12,919 | ||
| GST receivables | 151 | ||
| Accounts payable | (71 | ) | |
| Total assets | $ | 13,167 | |
| Deferred tax liability | (-) | ||
| Net assets acquired | $ | 13,167 |
11
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
4. Investments
As at September 30, 2025 and March 31, 2025, the Company holds investments in both private and public companies. The Company has elected to measure its investments in equity securities of private companies at fair value with changes through profit or loss.
| September 30, 2025 | March 31, 2025 | |||||
| Marketable securities | $ | 21,815 | $ | 21,016 | ||
| Equity securities of private companies (Note 24) | 1,184 | 429 | ||||
| Funds | 2,659 | 2,691 | ||||
| $ | 25,658 | $ | 24,136 |
Marketable securities are level 1 fair value measurements as they are publicly traded equity securities, whereas the investments in private companies are level 3 fair value measurements. The funds are measured at their net asset value.
During the three and six month period ended September 30, 2025 and 2024, the Company recognized $8,282 and $110 of unrealized loss, respectively (September 30, 2024 - $8,383 and $16,115 of unrealized gain, respectively) on equity instruments held at September 30, 2025, of which $16 and $29 (September 30, 2024 - $nil and $nil, respectively) is related to its private company investments.
12
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
5. Amounts Receivable and Prepaids
| September 30, 2025 | March 31, 2025 | |||||
| Sales tax receivable | $ | 51,062 | $ | 14,650 | ||
| Prepaid expenses and other receivables | 12,485 | 8,527 | ||||
| Receivable on sale of subsidiary (1) | 1,816 | 1,816 | ||||
| Accounts receivable and prepaids, gross | 65,363 | 24,993 | ||||
| Provisions and liability on sales tax receivable, opening | (6,633 | ) | (6,777 | ) | ||
| Additions | - | (310 | ) | |||
| Recovery and reversal | 1,859 | 1,259 | ||||
| Foreign exchange | 1,028 | (805 | ) | |||
| Provision on sales tax receivable | (3,746 | ) | (6,633 | ) | ||
| Amounts receivable and prepaids, net | 61,617 | 18,360 | ||||
| Less: current portion | (16,994 | ) | (11,758 | ) | ||
| Long term portion | $ | 44,623 | $ | 6,602 | ||
(1) This balance is conditional upon ruling by the Swedish Tax Authority related to an ongoing process in connection with certain value added tax (VAT) balances remitted and or claimed by the Company. If the ruling is favourable; amounts will be received; otherwise, the amounts will not be collectible. Management has assessed the collectability using a probability model under a range of scenarios and this receivable reflects the results of that process.
During the period ended September 30, 2025, after examination of the history of claims and payments received from various authorities, together with regulatory challenges, the Company assessed the collectability of its Sales tax receivable balance. As a result, the Company determined that there is uncertainty over the collection of certain amounts and recorded a provision of $nil (March 31, 2025 - $0.3 million) for these receivables. During the period ended September 30, 2025, the Company paid $0.3 million towards the $0.3 million provisioned amount. The Company had received an assessment of $2.3 million during year ended March 31, 2024, for sales tax payable that is included in the provision as a result of a Sales tax audit related to periods prior to the acquisition of 9376-9974 Quebec Inc. in 2021. During the period ended September 30, 2025, the Company received sales tax credits totalling $1.4 million that were applied against this assessment and the Company paid an additional $0.2 million towards this assessment.
During the current period ended September 30, 2025, management reassessed its estimate regarding the expected timing of utilization of certain value-added tax (“VAT”) amounts arising from the Company’s operations in Paraguay. These VAT balances represent non-refundable tax credits that may be applied against future VAT obligations. Based on the expected utilization, management revised its estimate of when these credits are expected to be realized.
As a result of this change in estimate, the Company reclassified certain VAT balances within the Condensed Interim Consolidated Statements of Financial Position to reflect the expected utilization period. Amounts as at March 31, 2025 have been reclassified to conform to the current period presentation.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts as at September 30, 2025. The majority of cash is deposited in bank accounts held primarily with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.
The Company is exposed to credit risk related to amounts receivable from the Swedish government related to VAT filings and from the Canadian and Quebec governments related to the sales tax filings (Note 16).
13
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
6. Digital Currencies and Derivative Asset
Digital currencies are recognized as revenue from digital currency mining and at their fair value on the date deposited to the Company's wallets held with the mining pools. Digital currencies are revalued each reporting period to fair value using the prices listed on coinbase.com at 12:00 AM CET with the net change in fair value reported on the consolidated statement of comprehensive income (loss).
The Company's holdings of digital currencies consist of the following:
|
September 30, 2025 |
March 31, 2025 | |||||
| Bitcoin | $ | 23,832 | $ | 180,741 | ||
| Ethereum Classic | 6 | 6 | ||||
| Other currencies | 526 | 399 | ||||
| Total | $ | 24,364 | $ | 181,146 |
The continuity of digital currencies was as follows:
| Bitcoin | Amount | Number of coins | ||||
| Digital currencies, March 31, 2024 | $ | 161,258 | 2,287 | |||
| Digital currency mined (non-cash consideration) | 105,158 | 1,414 | ||||
| Digital currency sold | (107,101 | ) | (1,328 | ) | ||
| Deposit of equipment (i) | (16,043 | ) | (172 | ) | ||
| Revaluation adjustment | 37,469 | - | ||||
| Digital currencies, March 31, 2025 | $ | 180,741 | 2,201 | |||
| Digital currency mined (non-cash consideration) | 122,857 | 1,125 | ||||
| Digital currency purchased | 18,330 | 172 | ||||
| Digital currency sold | (118,368 | ) | (1,209 | ) | ||
| Deposit on equipment (i) | (185,911 | ) | (2,079 | ) | ||
| Revaluation adjustment | 6,183 | - | ||||
| Digital currencies, September 30, 2025 | $ | 23,832 | 210 | |||
| Ethereum Classic | Amount | Number of coins | ||||
| Digital currencies, March 31, 2024 | $ | 196 | 5,746 | |||
| Digital currency sold | (105 | ) | (5,373 | ) | ||
| Revaluation adjustment | (85 | ) | - | |||
| Digital currencies, March 31, 2025, and September 30, 2025 | $ | 6 | 373 |
The total net realized and unrealized gains (losses) on digital currencies during the three and six month period ended of September 30, 2025 was $4.6 million and $27.7 million, respectively (September 30, 2024 - gain of $4.6 million and loss of $17.3 million, respectively) includes cumulative realized gains of $4.2 million and $21.5 million, respectively (September 30, 2024 - cumulative realized losses of $0.2 million and $1.4 million, respectively) and revaluation adjustment gain of $0.4 million and $6.2 million, respectively (September 30, 2024 - revaluation adjustment gain of $4.8 million and loss of $15.9 million, respectively). During the three month and six month period ended September 30, 2025, the Company sold digital currencies for proceeds totalling $118.6 million and $325.8 million, respectively (September 30, 2024 – $14.1 million and $29.6 million, respectively).
(i) The Company enters into certain equipment purchase agreements whereby the Company has the right to pay for the equipment deposit using Bitcoin (BTC). If the deposit is paid in BTC the Company has an option to repurchase the bitcoin in the future at the price on the date that that the deposit in BTC was made. During the six month period ended September 30, 2025, the Company exercised certain options and repurchased a total of 259 Bitcoin at a strike price between $87 to $88.
14
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
6. Digital Currencies and Derivative Asset (continued)
During the three and six month period ended September 30, 2025, the Company transferred 2,079 Bitcoin as a deposit on equipment and received an option to repurchase the BTC. The option is initially measured at fair value on the respective issuance dates included in the table below, using the Black-Scholes option pricing model with the following assumptions:
| April 3, 2025 | May 21, 2025 | May 26, 2025 | July 18, 2025 | August 9, 2025 | |||||||||||
| Spot price | $ | 83 | $ | 110 | $ | 109 | $ | 118 | $ | 117 | |||||
| Strike price | $ | 87 | $ | 105 | $ | 110 | $ | 120 | $ | 117 | |||||
| Risk-free interest rate | 3.98% - 4.30% | 3.98% | 3.98% | 4.09% | 3.95% | ||||||||||
| Expected life (years) | 0.26 - 0.80 | 0.77 | 0.77 | 0.76 | 0.76 | ||||||||||
| Annualized volatility | 50.26% - 51.94% | 50.41% | 50.87% | 44.27% | 44.08 % | ||||||||||
| Number of BTC | 1,321 | 199 | 45 | 312 | 201 |
The options are re-valued each reporting period. As at September 30, 2025 and March 31, 2025, the options were valued using the Black-Scholes option pricing model with the following assumptions:
| September 30, 2025 | March 31, 2025 | |||||
| Spot price | $ | 114 | $ | 83 | ||
| Strike price | $ | 87 - 120 | $ | 88 | ||
| Risk-free interest rate | 3.83% - 4.12% | 4.21% - 4.29% | ||||
| Expected life (years) | 0.01 - 0.61 | 0.18 - 0.43 | ||||
| Annualized volatility | 32.49% - 42.30% | 49.95% - 52.18% | ||||
| Number of BTC pledged | 1,992 | 172 |
As of September 30, 2025, the Company holds options to repurchase 1,992 Bitcoin (March 31, 2025 - 172) and the fair value of these options is $47 million (March 31, 2025 - $1.3 million). During the three and six month period ended September 30, 2025, the Company recognized a remeasurement gain of $0.9 million and $17.5 million, respectively (September 30, 2024 - $nil and $nil, respectively) (Note 24).
7. Plant and Equipment
Property and equipment consist of the following components:
| September 30, 2025 | March 31, 2025 | |||||
| Equipment | $ | 585,700 | $ | 312,231 | ||
| Land | 2,753 | 2,244 | ||||
| Building | 146,716 | 103,032 | ||||
| Total | 735,169 | 417,507 | ||||
| Accumulated depreciation | (270,842 | ) | (214,659 | ) | ||
| Net carrying value | $ | 464,327 | $ | 202,848 |
The Company depreciates its plant and equipment over the remaining estimated useful economic life. Included in equipment and land for the period ended September 30, 2025, is the 100 MW datacenter facility in Valenzuela, Paraguay which was substantially completed and placed into service during the period.
15
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
8. Deposits
The deposits relate to required amounts on account with electricity providers in Sweden and Paraguay, and deposits for equipment purchases, consisting of:
| Description | September 30, 2025 | March 31, 2025 | ||||
| ANDE* | $ | 28,893 | $ | 6,524 | ||
| Bodens Energi | 293 | 274 | ||||
| Atnorth | 332 | 310 | ||||
| Equipment deposits | 22,469 | 78,647 | ||||
| Vattenfall AB | 1,351 | 1,263 | ||||
| CDA deposits | 400 | - | ||||
| Import duty deposits | 1,020 | - | ||||
| Hydro One | 108 | - | ||||
| Deposits, gross | 54,866 | 87,018 | ||||
| Equipment deposit provision, opening and closing | (12,131 | ) | (12,131 | ) | ||
| Deposits, net | $ | 42,735 | $ | 74,887 |
The Company is exposed to counterparty risk through the advances made for certain mining equipment ("Deposits") it places with its suppliers in order to secure orders over a set delivery schedule. The risk of a supplier failing to meet its contractual obligations may result in late deliveries and/or the value of the deposits is not realised from non delivery of equipment or delivery of equipment with reduced quality. The Company attempts to mitigate this risk by procuring mining hardware from the established suppliers and with whom the Company has existing relationships and knowledge of their reputation in the market.
*During the year ended March 31, 2025, the Company entered a 100 MW power supply agreement with the National Administration of Electricity ("ANDE") in Paraguay. The Company paid $3.4 million security deposit for one month of estimated consumption of electric energy and power per terms of the agreement. On March 17, 2025, the Company acquired Zunz SA (Note 3), which held a 200 MW power supply agreement with ANDE. Under this agreement, Zunz SA was required to provide $19 million in deposits, of which $3.3 million had been paid at the time of acquisition. The Company paid the remaining $15.9 million on April 2, 2025.
The Company has a commitment to pay for another two months of estimated consumption before sixty calendar days from the start of the supply or within 12 months following the signing of the 100 MW power supply agreement, whichever, occurs first. On August 29, 2025, the Company paid the remaining two month deposit totalling $6.4 million for energization of the site. In addition, the Company will need to provide a letter of credit, valid until April 1, 2028, for an amount equivalent to two months of estimated consumption of electric energy and power within 12 months of signing the power supply agreement. These commitment amounts are included in Note 15(c) and are refundable to the Company after the agreement has concluded and the sums resulting from the final statement of account from ANDE are settled.
During the period ended September 30, 2025, the Company recorded an increase in the provision on the deposits of $nil (September 30, 2024 - $nil) in the statements of (loss) income and comprehensive (loss) income. The expected credit losses are based on the counterparty risk of delivery; efficiency of machines expected use of the machines and the expected quantity and quality of the equipment to be received.
16
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
9. Accounts Payable and Accrued Liabilities
The components of accounts payable and accrued liabilities are as follows:
| September 30, 2025 | March 31, 2025 | |||||
| Accounts payable | $ | 20,600 | $ | 11,650 | ||
| Accrued liabilities | 9,714 | 2,254 | ||||
| Holdback payable | 500 | 500 | ||||
| Other payable | 373 | 973 | ||||
| $ | 31,187 | $ | 15,377 |
10. Convertible Loan
On January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the "Debentures"), for aggregate gross proceeds of $15 million with U.S. Global Investors, Inc. ("U.S. Global"). The Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global.
The Debentures mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures were issued at par, with each Debenture being redeemable by the Company at any time, and convertible at the option of the holder into common shares (each, a "Share") in the capital of the Company at a conversion price of C$15.00 per Share. Interest is payable monthly, and principal is payable quarterly. In addition, U.S. Global was issued 5.0 million common share purchase warrants (the "Warrants"). Each five whole Warrant entitles U.S. Global to acquire one common at an exercise price of C$15.00 per Share for a period of three years from closing. The Warrants expired unexercised on January 12, 2024.
Prior to the Company's change in functional currency on April 1, 2024, the Company determined that the Convertible Loan contained an embedded derivative, and that the conversion feature does not qualify as equity as it does not satisfy the "fixed for fixed" requirement as the number of potential common shares to be issued is contingent on a variable carrying amount for the financial liability. The financial liability is variable because the functional currency of Hive Digital Technologies Ltd. is Canadian dollars and the Convertible Loan is denominated in U.S. dollars, therefore the number of common shares to be issued depends on the foreign exchange rate at the date of settlement. Consequently, the conversion feature was classified as a derivative liability. As of April 1, 2024, the conversion feature was reclassified to equity.
The Company allocated the proceeds of $15 million first to the derivative component for $8.6 million, with the residual value to the liability component for $6.4 million. The derivative component was valued on initial recognition using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 0.69%; an expected volatility of 105%; an expected life of 2.71 years; a forfeiture rate of zero; and an expected dividend of zero.
17
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
Liability Component
| Balance, March 31, 2024 | $ | 3,554 | |
| Principal payment | (3,000 | ) | |
| Interest payment | (337 | ) | |
| Accretion and interest | 1,654 | ||
| Balance, March 31, 2025 | 1,871 | ||
| Principal payment | (750 | ) | |
| Interest payment | (66 | ) | |
| Accretion and interest | 381 | ||
| Balance, September 30, 2025 | 1,436 | ||
| Less: current portion | $ | (1,436 | ) |
| Non-current portion | $ | - |
Derivative Component
| Balance, March 31, 2024 | $ | 120 | |
| Reclassification to equity | (120 | ) | |
| Balance, March 31, 2025, and September 30, 2025 | $ | - |
The derivative component is re-valued each reporting period until April 1, 2024, when it was reclassified to equity. As at March 31, 2024, the derivative component was revalued at $0.1 million using the Black-Scholes option pricing model with the following assumptions: share price of C$4.56 an expected weighted average risk-free interest rate of 4.5%; an expected weighted average volatility of 79%; and an expected weighted average life of 1.1 years.
11. Warrant Liability
As part of the change in the Company's functional currency from the Canadian dollar to the U.S. dollar during the year ended March 31, 2025, all of the Company's issued and outstanding warrants were reclassified from equity to liability. The warrants have strike prices denominated in Canadian dollars and are not indexed to the Company's stock because of the change in functional currency.
| Warrants outstanding | |||
| Balance, March 31, 2024 | - | ||
| Reclassified from equity | 5,243,727 | ||
| Expired* | (2,023,727 | ) | |
| Balance, September 30, 2025 and March 31, 2025 | 3,220,000 |
18
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
11. Warrant Liability (continued)
The warrant liability is remeasured each reporting period. As at September 30, 2025, the warrant liability was revalued at $4 million (March 31, 2025 - $760) using the Black-Scholes option pricing model with the following assumptions:
| September 30, 2025 | March 31, 2025 | |||||
| Stock price (C$) | $ | 5.61 | $ | 2.10 | ||
| Risk-free interest rate | 2.39% | 2.43% | ||||
| Expected life (years) | 1.24 | 1.75 | ||||
| Annualized volatility | 84% | 85% | ||||
| Dividend rate | 0% | 0% |
The warrants outstanding and exercisable as at September 30, 2025 are as follows:
|
Outstanding |
|
Exercisable |
|
Exercise Price |
|
Expiry date |
|
|
|
|
|
|
|
|
|
**2,875,000 |
|
2,875,000 |
C$ |
6.00 |
|
December 28, 2026 |
|
**345,000 |
|
345,000 |
C$ |
5.00 |
|
December 28, 2026 |
|
3,220,000 |
|
3,220,000 |
|
|
|
|
* On November 30, 2021, the Company completed an agreement with Stifel GMP as lead underwriter and sole book runner to include a syndicate of underwriters (the "Underwriters"), whereby the Underwriters will purchase, on a bought-deal basis, 3,834,100 special warrants of the Company (the "2021 Special Warrants") at a price of C$30.00 per Special Warrant for aggregate gross proceeds to the Company of C$115 million (the "Offering"). On January 12, 2022, each 2021 Special Warrant was deemed to be exercised into one Unit comprised of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant being a "Warrant").
Each Warrant is exercisable for one share on or before May 30, 2024, at an exercise price of C$30.00 per Share. These warrants expired unexercised on May 30, 2024.
On December 1, 2021, the Company issued 106,677 warrants as consideration for an investment in Titan.io. Each Warrant is exercisable for one share on or before September 15, 2024, at an exercise price of C$30.00 per Share. These warrants expired unexercised on September 15, 2024.
** On December 28, 2023, the Company completed a bought-deal financing of 5,750,000 special warrants of the Company (the "2023 Special Warrants") at a price of C$5.00 per Special Warrant for aggregate gross proceeds to the Company of C$28.75 million (the "Offering"). Each 2023 Special Warrant entitles the holder to receive without payment of additional consideration, one unit of the Company upon exercise consisting of one common share and one-half of common share purchase warrant.
On February 2, 2024, the 2023 Special Warrants were deemed exercised into one unit of the Company comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of C$6.00 per whole warrant until December 28, 2026. In consideration of services, the Underwriters received a cash commission of C$1.725 million, and 345,000 broker warrants. Each broker warrant entitles the holder to acquire one common share of the Company at an exercise price of C$5.00 per broker warrant until December 28, 2026. The broker warrants were valued at $1.28 million using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.51%, an expected volatility of 100%, an expected life of 3 years, a forfeiture rate of zero; and an expected dividend of zero. The Company also incurred C$257 in professional and other fees associated with the 2023 Special Warrant financing.
19
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
12. Loans Payable
On March 31, 2021, as part of the sale of the net assets in Boden Technologies AB, the Company incurred a loan payable. The facility bears interest at the Swedish government borrowing rate plus 1% per annum and has a maturity date of December 31, 2035. Principal payment plus interest is payable annually. The loan payable is contingently forgiven based on a favourable ruling from the Swedish Tax Authority on the ongoing value tax assessment.
A continuity of the loan balances are as follows:
| Balance, March 31, 2024 | $ | 13,188 | |
| Interest | 414 | ||
| Repayment | (1,343 | ) | |
| Foreign exchange movement | 734 | ||
| Balance, March 31, 2025 | 12,993 | ||
| Interest | 151 | ||
| Foreign exchange movement | 909 | ||
| Balance, September 30, 2025 | 14,053 | ||
| Less: current portion | (3,107 | ) | |
| Non-current portion | $ | 10,946 |
13. Term Loan
As part of the Atlantic acquisition, the Company acquired a $11.0 million (C$13.6 million) term loan ("Atlantic Term Loans"). The Atlantic Term Loans were made up of two discrete balances; Term Loan 1 and Term Loan 2; and the total facility bearing an interest rate of 3.33% per annum with a term maturity date of June 30, 2024.
On June 30, 2024, the Company renewed Term Loan 1 over a 1-year term at an interest rate of 5.31% with a balance remaining of C$4.2 million, and Term Loan 2 was renewed at 5.15% over a 2-year term with a balance remaining of C$2.6 million. Principal payments of C$0.2 million plus interest is payable monthly.
On June 30, 2025, the Company renewed Term Loan 1 over a 1-year term at an interest rate of 4.39% with a balance remaining of C$2.8 million. The principal and interest payment are the same as noted above.
On April 21, 2025, the Company received a covenant amendment from its lender in relation to the Atlantic Term Loans maintained by HIVE Atlantic Datacentres Ltd. As part of this modification, the lender formally withdrew the following financial covenants:
The following covenant remains in effect and must be maintained at all times:
20
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
13. Term loan (continued)
As at September 30, 2025, HIVE Atlantic Datacentres Ltd. was in compliance with the amended required debt service coverage ratio covenant. The outstanding balance is presented as a current liability as at September 30, 2025, because it matures within one year. The Atlantic Term Loans include an unlimited guarantee from the Company.
|
Term Loan 1 |
Term Loan 2 |
Total | |||||||
| Balance, March 31, 2024 | $ | 3,454 | $ | 2,154 | $ | 5,608 | |||
| Interest | 134 | 81 | 215 | ||||||
| Repayment | (1,234 | ) | (767 | ) | (2,001 | ) | |||
| Foreign exchange movement | (163 | ) | (101 | ) | (264 | ) | |||
| Balance, March 31, 2025 | 2,191 | 1,367 | 3,558 | ||||||
| Interest | 55 | 33 | 88 | ||||||
| Repayment | (562 | ) | (349 | ) | (911 | ) | |||
| Foreign exchange movement | 75 | 47 | 122 | ||||||
| Balance, September 30, 2025 | $ | 1,759 | $ | 1,098 | $ | 2,857 |
14. Right of Use Asset and Operating Lease Liability
The Company has lease agreements for its offices, and buildings for its data centers in Sweden and Quebec, Canada, in addition to electrical equipment in Sweden.
Right of use assets
| September 30, 2025 | March 31, 2025 | |||||
| Cost | $ | 13,148 | $ | 12,704 | ||
| Accumulated amortization | (8,536 | ) | (7,158 | ) | ||
| Net carrying value | $ | 4,612 | $ | 5,546 |
21
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
14. Right of Use Asset and Operating Lease Liability (continued)
Lease liabilities
| September 30, 2025 | March 31, 2025 | |||||
| Current | $ | 2,841 | $ | 2,645 | ||
| Non-current | 1,963 | 3,095 | ||||
| $ | 4,804 | $ | 5,740 |
| September 30, 2025 | March 31, 2025 | |||||
| Weighted average discount rate | 6.00% | 6.00% | ||||
| Weighted average remaining lease term (in years) | 2.03 | 2.42 |
| September 30, 2025 | March 31, 2025 | |||||
| 2026 | $ | 3,035 | $ | 2,900 | ||
| 2027 | 1,241 | 2,014 | ||||
| 2028 | 809 | 981 | ||||
| 2029 | 3 | 251 | ||||
| Total undiscounted lease liabilities | 5,088 | 6,146 | ||||
| Interest on lease liabilities | (284 | ) | (406 | ) | ||
| Total present value of minimum lease payments | 4,804 | 5,740 | ||||
| Lease liability - current portion | 2,841 | 2,645 | ||||
| Lease liability | $ | 1,963 | $ | 3,095 |
The Company incurred the following lease costs which were recorded in operating and maintenance costs in the statements of (loss) income and comprehensive (loss) income:
| Six months ended | ||||||
|
September 30, 2025 |
September 30, 2024 |
|||||
| Variable lease costs (CPI adjustments) | $ | 193 | $ | 130 | ||
| Operating lease costs: | ||||||
| Depreciation of leased assets | 1,308 | 1,171 | ||||
| Interest on lease liabilities | 157 | 212 | ||||
| Total lease costs | $ | 1,658 | $ | 1,513 | ||
Cash paid for amounts included in the measurement of lease liabilities:
| Six months ended | ||||||
|
September 30, 2025 |
September 30, 2024 |
|||||
| Cash flows from operating leases | $ | 1,644 | $ | 1,391 | ||
22
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
15. Commitments and Contingencies
Commitments
(a) Service agreements
The Company has service agreements with unrelated third parties to operate and maintain the Company's data center computing equipment for the purpose of mining crypto currency in Canada, Sweden and Iceland. As part of the arrangement, proprietary software is installed on the Company's computing equipment to assist in optimizing the use of the equipment.
(b) Power purchase agreement
The Company entered into a supplemental power pricing arrangement that provides a fixed price of electricity consumption each month at the Company's Bikupa Datacenter AB and Bikupa Datacenter 2 AB location in Sweden. The fixed price agreement was assessed and is being accounted for as an executory contract; electricity costs are expensed as incurred.
(c) Obligations on mining equipment and site development
The Company had purchase commitments of $2.4 million at the period ended September 30, 2025 (March 31, 2025 - $227.8 million).
The Company's wholly owned subsidiaries located in Sweden (Bikupa Datacenter AB ("Bikupa") and Bikupa Datacenter 2 AB ("Bikupa 2") received decision notice of assessments ("the decision(s)"), on December 28, 2022, December 21, 2023, December 22, 2023, May 28, 2024, October 14 and 16, 2024, March 18, 2025, September 23, 2025, October 14, 2025 for Bikupa and February 14, 2023, December 21, 2023, June 14, 2024, September 11 and 23, 2024, March 21, 2025, June 12, 2025 and August 11, 2025 for Bikupa 2 respectively, from the Swedish Tax Agency in connection with the application of VAT and its ability to recover input VAT against certain equipment and other charges in a total amount of SEK 741.8 million or approximately $79 million. The assessments cover the period December 2020 to December 2024 for Bikupa, and the period April 2021 to February 2025 for Bikupa 2, expressing the intent to reject the recovery of all the VAT for the periods under assessment and repayment of amounts previously received plus applicable interest.
The Company filed a formal appeal in connection with the December 28, 2022, Bikupa decision on February 9, 2023; however, there can be no guarantee that the Company will achieve a favourable outcome in its appeal. A formal appeal for Bikupa 2 in relation to the February 14, 2023, decision was filed on March 10, 2023, by the Company. The Company engaged an independent legal firm and independent audit firm in Sweden with expertise in these matters to assist in the appeal process. The Company does not believe that the decision has merit because in management's opinion and those of the Company's independent advisors, the decision is not compatible with the current applicable law and therefore the amount claimed to be owed by the Company is not probable. According to general principles regarding the placement of the burden of proof, it is up to the Swedish Tax Agency to provide sufficient evidence in support of its decision. It is the Company's opinion; the Swedish Tax Agency has not substantiated their claim. We are not aware of any precedent cases, authoritative literature, or other statement that supports the STA's position. The cases are currently in the County Administrative Court.
It is not yet known when this dispute will be resolved; the due process following appeals and the court ruling could extend beyond a year. Furthermore, given that the industry is rapidly developing, there can be no guarantee that changes to the laws or policies of Sweden will not have a negative impact on the Company's tax position with respect to the eligibility of the claimed VAT.
23
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
15. Commitments and Contingencies (continued)
Contingencies
(a) Contingent VAT Liability to the Swedish Tax Agency ("STA")
If the Company is unsuccessful in its appeal, the full amount could be payable including other items such as penalties and interest that may accrue to the Company. The Company will continue to assess these matters. As of September 30, 2025, the Company has not recorded any amounts payable to the STA in connection with the decisions. The Company continues to monitor the activities of the claim with the STA. As at September 30, 2025, the Company has not received any additional communication from the STA.
(b) Litigation
From time to time, the Company is involved in routine litigation incidental to the Company's business. Management believes that adequate provisions have been made where required and the ultimate resolution with respect to any claim will not have a material adverse effect on the financial position or results of the operations of the Company.
16. Related Party Transactions
The Company entered into the following related party transactions not otherwise disclosed in these financial statements:
(a) As at September 30, 2025, the Company had $0.4 million (March 31, 2025 - $0.3 million due to a director and officers) due to a director and officers for the reimbursement of expenses included in accounts payable and accrued liabilities.
(b) As at September 30, 2025, the Company had $nil (March 31, 2025 - $nil) due to a company controlled by a director of the Company included in accounts payable and accrued liabilities. For the three and six month period ended September 30, 2025, the Company paid $153 and $234, respectively (September 30, 2024 - $98 and $162, respectively) to this company for marketing services.
Key Management Compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
For the three and six month period ended September 30, 2025, key management compensation includes salaries and wages paid to key management personnel and directors of $0.6 million and $1 million, respectively (September 30, 2024 - $0.3 million and $0.6 million, respectively) and share-based payments of $2.8 million and $5.8 million, respectively (September 30, 2024 - $1.2 million and $1.5 million).
24
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
17. Equity
(a) Authorized
Unlimited common shares without par value
Unlimited preferred shares without par value
(b) Issued and fully paid common shares
During the period ended September 30, 2025:
During the period ended September 30, 2024:
The Company issued 12,534,457 common shares (the "August 2023 ATM Shares") pursuant to the August 2023 ATM Equity Program for gross proceeds of $37.4 million. The August 2023 ATM shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$4.08. Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.1 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $2 in fees related to its August 2023 ATM Equity Program. The August 2023 Equity Distribution Agreement was terminated as of July 8, 2024.
(c) Warrants
Following is a summary of changes in warrants outstanding for the period ended September 30, 2025:
|
Warrants outstanding |
Weighted average exercise price |
|||||
| Balance, March 31, 2024 | 5,243,727 | $ | 15.20 | |||
| Reclassified to warrant liability | (5,243,727 | ) | (15.20 | ) | ||
| Balance, September 30, 2025 and March 31, 2025 | - | $ | - |
25
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
18. Stock-based Compensation
Stock-based compensation expense was comprised of the following for the period ended:
| Three months ended September 30, | Six months ended September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Stock options | $ | 29 | $ | 70 | $ | 64 | $ | 174 | ||||
| RSUs | 5,443 | 2,164 | 11,158 | 2,549 | ||||||||
| Total | $ | 5,472 | $ | 2,234 | $ | 11,222 | $ | 2,723 | ||||
(a) Stock options
The Company has established a rolling Stock Option Plan (the "Plan"). Under the Plan, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. The maximum term of each option shall not be greater than 10 years. The exercise price of each option shall not be less than the market price of the Company's shares at the date of grant. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than a quarter of such options vesting in any 3-month period. All other options vest at the discretion of the Board of Directors.
On April 1, 2024, the Company modified the exercise price from Canadian dollars to United States dollars of stock options that were held by employees in the United States of America and in Europe. The modification resulted in $nil additional stock-based compensation expense.
Following is a summary of changes in stock options outstanding for stock options with a CAD exercise price:
| Outstanding |
Weighted average exercise price - CAD |
|||||
| Balance, March 31, 2024 | 3,465,915 | $ | 5.24 | |||
| Change in exercise price | (1,605,015 | ) | (3.32 | ) | ||
| Balance, September 30, 2025 and March 31, 2025 | 1,860,900 | $ | 6.89 |
Following is a summary of changes in stock options outstanding for stock options with a USD exercise price:
| Outstanding |
Weighted average exercise price - USD |
|||||
| Balance, March 31, 2024 | - | $ | - | |||
| Change in exercise price | 1,605,015 | 2.62 | ||||
| Expired | (54,615 | ) | (7.75 | ) | ||
| Exercised | (100,000 | ) | (1.09 | ) | ||
| Balance, March 31, 2025 | 1,450,400 | $ | 2.53 | |||
| Exercised | (600,000 | ) | (1.21 | ) | ||
| Balance, September 30, 2025 | 850,400 | $ | 3.47 |
26
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
18. Stock-based Compensation (continued)
The stock options outstanding and exercisable with CAD exercise price as at September 30, 2025, are as follows:
| Outstanding | Exercisable | Exercise price - CAD | Expiry date | |||
| 2,000 | 2,000 | $ | 15.70 | February 11. 2026 | ||
| 337,500 | 337,500 | 5.66 | August 26, 2027 | |||
| 50,000 | 50,000 | 10.00 | March 26, 2028 | |||
| 470,000 | 470,000 | 6.86 | July 6, 2028 | |||
| 400,000 | 400,000 | 3.10 | September 18, 2028 | |||
| 100,000 | 100,000 | 1.35 | December 21, 2028 | |||
| 200,000 | 200,000 | 1.45 | February 10, 2030 | |||
| 20,000 | 20,000 | 1.90 | May 29, 2030 | |||
| 1,400 | 1,400 | 10.80 | December 24, 2030 | |||
| 60,000 | 60,000 | 18.35 | April 29, 2031 | |||
| 180,000 | 135,000 | 18.50 | October 7, 2031 | |||
| 40,000 | 40,000 | 25.35 | November 10, 2031 | |||
| 1,860,900 | 1,815,900 |
The stock options outstanding and exercisable with USD exercise price as at September 30, 2025, are as follows:
| Outstanding | Exercisable | Exercise price - USD | Expiry date | |||
| 50,400 | 50,400 | $ | 4.36 | August 26, 2027 | ||
| 500,000 | 500,000 | 1.23 | September 14, 2027 | |||
| 130,000 | 130,000 | 5.14 | July 6, 2028 | |||
| 100,000 | 100,000 | 1.09 | February 10, 2030 | |||
| 30,000 | 30,000 | 20.03 | April 6, 2031 | |||
| 20,000 | - | 20.36 | November 10, 2031 | |||
| 20,000 | 20,000 | 16.61 | December 9, 2031 | |||
| 850,400 | 830,400 |
(b) Restricted share-units
The Company has established a Restricted Share Unit Plan (the "RSU Plan"). Under the RSU Plan, together with any other share compensation arrangement, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. Currently, the RSU Plan has a limit of 2 million shares, which is not rolling. The Board may in its own discretion, at any time, and from time to time, grant RSUs to any employee, director or consultant of the Company or its subsidiaries (collectively, "Eligible Person"), other than persons conducting investor relations activities, from time to time by the Board, subject to the limitations set forth in the RSU Plan. The Board may designate one or more performance periods under the RSU Plan. In respect of each designated performance period and subject to the terms of the RSU Plan, the Board may from time to time establish the grant date and grant to any Eligible Person one or more RSUs as the Board deems appropriate.
The fair value of restricted shares units (RSUs) is generally measured as the grant date price of the Company's share.
On April 17, 2025, the Company granted 2,797,000 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$2.05 per share and vesting on April 17, 2026.
On July 8, 2025, the Company granted 2,809,000 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$3.03 per share and vesting on July 8, 2026.
27
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
18. Stock-based Compensation (continued)
Following is a summary of changes in restricted share units outstanding as of September 30, 2025:
| Outstanding | |||
| Balance, March 31, 2024 | 1,379,056 | ||
| Granted | 6,050,000 | ||
| Exercised | (326,644 | ) | |
| Balance, March 31, 2025 | 7,102,412 | ||
| Granted | 5,606,000 | ||
| Exercised | (1,318,441 | ) | |
| Balance, September 30, 2025 | 11,389,971 | ||
19. Income per Share
Income (loss) per common share represents net income for the period divided by the weighted average number of common shares outstanding during the period.
Diluted income per share is calculated by dividing the applicable net income by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period.
|
Three months ended September 30, |
Six-months ended September 30, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Basic weighted average number of common shares outstanding | 228,137,757 | 118,593,637 | 205,198,800 | 114,664,155 | ||||||||
| Effect of dilutive stock options and warrants | - | - | 13,054,971 | - | ||||||||
| Diluted weighted average common shares outstanding | 228,137,757 | 118,593,637 | 218,253,771 | 114,664,155 | ||||||||
28
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
20. Finance Expense
Finance expenses were comprised of the following:
|
Three-months ended September 30, |
Six-months ended September 30, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Interest and accretion on convertible loan | $ | 212 | $ | 448 | $ | 381 | $ | 942 | ||||
| Interest on loans payable | 79 | 118 | 151 | 225 | ||||||||
| Interest on term loan | 37 | 64 | 84 | 108 | ||||||||
| Total | $ | 328 | $ | 630 | $ | 616 | $ | 1,275 | ||||
21. General and Administrative Expenses
General and administrative expenses were comprised of the following:
| Three-months ended September 30, |
Six-months ended September 30, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Management fees, salaries and wages | $ | 2,481 | $ | 761 | $ | 3,996 | $ | 1,733 | ||||
| Marketing | 567 | 563 | 1,081 | 946 | ||||||||
| Office, administration and regulatory | 1,951 | 1,098 | 3,516 | 2,080 | ||||||||
| Professional fees, advisory and consulting | 2,801 | 959 | 4,957 | 2,065 | ||||||||
| Total | $ | 7,800 | $ | 3,381 | $ | 13,550 | $ | 6,824 | ||||
22. Operating and Maintenance Costs
Operating and maintenance costs were comprised of the following:
| Three-months ended September 30, |
Six-months ended September 30, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Digital currency mining | $ | 42,076 | $ | 20,416 | $ | 68,919 | $ | 40,009 | ||||
| High performance computing hosting | 1,989 | 1,487 | 4,129 | 2,898 | ||||||||
| Total | $ | 44,065 | $ | 21,903 | $ | 73,048 | $ | 42,907 | ||||
23. Supplemental Cash Flow Information
| Six-months ended | ||||||
| September 30, 2025 | September 30, 2024 | |||||
| Non-cash transactions: | ||||||
| Recognition of ROU assets and lease liabilities | $ | 286 | $ | 432 | ||
| Equipment deposits or purchases paid with BTC | $ | 201,836 | $ | - | ||
| Interest paid | $ | 462 | $ | 913 | ||
| Income taxes paid | $ | 752 | $ | 415 | ||
29
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
24. Fair Value Measurements
The fair values of investments, digital currencies and derivative assets were measured using the cost, market or income approaches. The investments, digital currencies and derivative assets were measured at fair value are classified into one of the three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values, with the designation based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are:
Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3 Inputs: Unobservable inputs for the asset or liability (Unobservable inputs reflect management's assumptions on how market participants would price the asset or liability based on the information available).
Valuation of Assets that use Level 2 Inputs ("Level 2 Assets"). The fair value of Level 2 Assets would use the quoted price from the exchanges which the Company most frequently uses, with no adjustment.
The Company classified its financial assets and liabilities into the following levels at September 30, 2025 and March 31, 2025:
| September 30, 2025 | March 31, 2025 | |||||||||||||||||
| Assets | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Cash | $ | - | $ | 22,643 | $ | - | $ | - | $ | 23,375 | $ | - | ||||||
| (i) Digital currencies (Note 6) | - | 24,364 | - | - | 181,146 | - | ||||||||||||
| (ii) Investments (Note 4) | 21,815 | - | 1,184 | 21,016 | - | 429 | ||||||||||||
| Derivative asset (Note 6) | - | - | 47,015 | - | - | 1,300 | ||||||||||||
| $ | 21,815 | $ | 47,007 | $ | 48,199 | $ | 21,016 | $ | 204,521 | $ | 1,729 | |||||||
| Liabilities | ||||||||||||||||||
| Warrant liability | $ | - | $ | - | $ | 4,055 | $ | - | $ | - | $ | 760 | ||||||
| Convertible loan-derivative component |
- | - | - | - | - | - | ||||||||||||
| $ | - | $ | - | $ | 4,055 | $ | - | $ | - | $ | 760 | |||||||
(i) The fair value of the Company's digital assets is determined by the price at 12:00 AM CET per coinbase.com.
(ii) The Company's investments classified as level 3 fair value measurements consist of investments in preferred stock, convertible notes and common stock. For the Company's common stock investments:
There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the period presented.
30
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
24. Fair Value Measurements (continued)
Assets and Liabilities Not Measured at Fair Value on a Recurring Basis:
In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a non-recurring basis. Our non-financial assets, include right of use assets, plant and equipment, long term receivables and deposits are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset's projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.
As of September 30, 2025, and March 31, 2025, the fair values of cash, amounts receivable and prepaid assets, accounts payable, current portion of convertible loan, lease liability, loans payable, and term loan approximated their carrying values because of the short-term nature of these instruments.
A verified prior transaction is initially given 100% weighting in a fair value conclusion (if completed at arm's length), but subsequently such weighting is adjusted based on the merits of newly observed data. As a result, in the absence of disconfirming data, an unadjusted prior transaction price may not be considered "stale" for months or, in some cases, years.
Level 3 Continuity
The following is a reconciliation of Level 3 assets and liabilities:
| Level 3 Continuity | |||
| Investments | |||
| Balance, at April 1, 2024 | $ | 576 | |
| Transfer to Level 1 | (133 | ) | |
| Foreign exchange | (2 | ) | |
| Change in fair value | (12 | ) | |
| Balance, at March 31, 2025 | 429 | ||
| Addition | 725 | ||
| Change in fair value | 29 | ||
| Foreign exchange | 1 | ||
| Balance, at September 30, 2025 | $ | 1,184 | |
| Derivative asset | |||
| Balance, at April 1, 2024 | $ | - | |
| Additions | 2,000 | ||
| Change in fair value | (700 | ) | |
| Balance, at March 31, 2025 | 1,300 | ||
| Additions | 33,675 | ||
| Exercised | (5,428 | ) | |
| Change in fair value | 17,468 | ||
| Balance, at September 30, 2025 | $ | 47,015 | |
| Warrant liability | |||
| Balance, at April 1, 2024 | $ | - | |
| Additions - reclassification from equity | 5,112 | ||
| Change in fair value | (4,352 | ) | |
| Balance, at March 31, 2025 | 760 | ||
| Change in fair value | 3,295 | ||
| Balance, at September 30, 2025 | $ | 4,055 |
31
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
Digital currencies are measured using Level 2 inputs
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its coin sales or future mining of digital currencies.
Digital currencies have a limited history, and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company's digital currencies currently mainly consist of Bitcoin. The table below shows the impact for every 5% variance in the price of Bitcoin on the Company's earnings before tax, based on the closing price at September 30, 2025.
| Impact of 5% variance in price |
||
| Bitcoin | $ | 1,192 |
For the security of its digital currencies, the Company uses the services of two institutions through custodial agreements, one located in Liechtenstein and another in the United States.
32
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
26. Segmented Information
The Company's Chief Operating Decision Maker ("CODM") is its President and CEO. The Company operates in one segment, with two revenue streams being the mining and sale of digital currencies and high-performance computing hosting. The Company uses net income as measures of profit or loss on a consolidated basis in making decisions regarding resource allocation and performance assessment. Additionally, the Company's CODM regularly reviews the Company's expenses on a consolidated basis. The financial metrics used by the CODM help make key operating decisions, such as determination of digital asset purchases and significant acquisitions and allocation of budget between cost of revenue and general and administrative expenses.
External revenues are attributed by geographical location, based on the country from which services are provided.
| September 30, 2025 | Canada | Sweden | Paraguay | Bermuda | Total | ||||||||||
| Revenue from digital currency mining | $ | - | $ | - | $ | - | $ | 122,870 | $ | 122,870 | |||||
| High performance computing hosting | - | - | - | 9,994 | 9,994 | ||||||||||
| $ | - | $ | - | $ | - | $ | 132,864 | $ | 132,864 |
| September 30, 2024 | Canada | Sweden | Paraguay | Bermuda | Total | ||||||||||
| Revenue from digital currency mining | $ | - | $ | - | $ | - | $ | 50,401 | $ | 50,401 | |||||
| High performance computing hosting | - | - | - | 4,488 | 4,488 | ||||||||||
| $ | - | $ | - | $ | - | $ | 54,889 | $ | 54,889 |
The Company's plant and equipment are located in the following jurisdictions:
| September 30, 2025 | Canada | Sweden | Paraguay | Bermuda | Total | ||||||||||
| Plant and equipment | $ | 93,609 | $ | 17,670 | $ | 353,048 | $ | - | $ | 464,327 | |||||
| Right of use asset | 2,787 | 1,812 | - | 13 | 4,612 | ||||||||||
| $ | 96,396 | $ | 19,482 | $ | 353,048 | $ | 13 | $ | 468,939 |
| March 31, 2025 | Canada | Sweden | Paraguay | Bermuda | Total | ||||||||||
| Plant and equipment | $ | 101,311 | $ | 25,953 | $ | 75,581 | $ | 3 | $ | 202,848 | |||||
| Right of use asset | 2,918 | 2,588 | - | 40 | 5,546 | ||||||||||
| $ | 104,229 | $ | 28,541 | $ | 75,581 | $ | 43 | $ | 208,394 |
33
| HIVE Digital Technologies Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended September 30, 2025 and 2024 (expressed in thousands of United States dollars except share and per share data) (Unaudited) |
|
26. Segmented Information (continued)
Concentrations
During the three and six months ended September 30, 2025, and 2024, aside from the digital currency mining revenue generated as a result of the Company's participation in a mining pool, no single customer or related group of customers contributed 10% or more of the Company's total consolidated revenue.
27. Comparative Figures
Certain figures in the comparative period condensed interim consolidated statements of financial position, condensed interim consolidated statements of (loss) income and comprehensive (loss) income, condensed interim consolidated statements of changes in equity and condensed interim consolidated statements of cash flows have been reclassified to meet the current presentation.
28. Subsequent Events
Subsequent to the period ended September 30, 2025, the Company issued 81,000 common shares under the RSU plan upon the exercise of restricted share units.
Subsequent to the period ended September 30, 2025, the Company issued 522,778 Amended October 2024 ATM Shares pursuant to the Amended October 2024 ATM Equity Program for gross proceeds of $2 million. The Amended October 2024 ATM shares were sold at prevailing market prices, for an average price per Amended October 2024 ATM Share of $3.79 (C$5.27). Pursuant to the Amended October 2024 Equity Distribution Agreement, a cash commission of $51 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Amended October 2024 Equity Distribution Agreement.
Subsequent to the period ended September 30, 2025, the Company issued 75,100 common shares for total proceeds of C$449 pursuant to the exercise of 55,100 options at a price of C$5.66 per stock option and 20,000 options at a price of C$6.86 per stock option.
Subsequent to the period ended September 30, 2025, the Company issued 215,625 common shares for total proceeds of C$1.1 million pursuant to the exercise of 215,625 broker warrants at a price of C$5 per warrant.
On October 31, 2025, the Company granted 2,720,900 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$7.73 per share and vesting on October 30, 2026.
| 31 | |
| HIVE Digital Technologies Ltd. Management's Discussion and Analysis of Financial Condition and Results of Operations For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
 |
The following discussion is management's assessment and analysis of the results of operations, cash flows and financial condition of HIVE Digital Technologies Ltd. ("HIVE", the "Company", "we" or "us") on a consolidated basis for the three and six months ended September 30, 2025, and should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes for the three and six months ended September 30, 2025.
These documents and additional information regarding the business of the Company are available on the System for Electronic Data Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca, the Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system maintained by the Securities and Exchange Commission (the "SEC") at www.sec.gov/EDGAR and the Company's website at www.hivedigitaltechnologies.com. For the year ended March 31, 2025, the Company transitioned its financial reporting framework from International Financial Reporting Standards ("IFRS") to the generally accepted accounting principles in the United States of America ("US GAAP"). The transitionary date is April 1, 2023 which represents the opening balance sheet for the comparative period. The preparation of financial data is in accordance with US GAAP as issued by the Financial Accounting Standards Board ("FASB") and all figures are reported in United States dollars unless otherwise indicated.
This Management's Discussion & Analysis contains information up to and including November 14, 2025.
BUSINESS OVERVIEW
HIVE Digital Technologies Ltd. is a growth-oriented company listed on the TSX Venture Exchange ("TSXV"), the NASDAQ Capital Markets Exchange ("NASDAQ") and on the Open Market of the Frankfurt Stock Exchange. Our primary business is operating data centers, the computing power of which is used for high performance computing ("HPC") and generating hashrate which is sold to mining pools and then used for the "mining of cryptocurrencies".
HIVE operates "green" energy-powered data center facilities in Canada, Sweden, and Paraguay. Our references to "green" energy are to our energy supply agreements with producers of hydroelectric power in Canada, Sweden and Paraguay, and previously, hosting agreements with suppliers in Iceland where the hosting facilities were powered by hydroelectric or geothermal power. One of our key objectives in locating our facilities where they are is to avoid or minimise using energy derived from fossil fuels. Our facilities are connected to local power grids that are controlled by local authorities. As a result, we do not control the sourcing of our power, which may include energy from any source on the grid. However, the close proximity of our facilities to hydroelectric, and previously geothermal, based power generating plants, makes it highly probable that most or all of the energy we use for our data centers originates from those hydroelectric plants, which is the basis for our saying that our operations are "green."
The following table summarizes the operational hashrate of each of the Company's major data centers together with its average operational power consumption and power capacity available to each such data center, as of October 31, 2025.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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| Sites | Operational Hashrate |
MW Utilized |
MW Capacity Available |
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| New Brunswick, Canada owned facility** | 2,464 PH/s | 52.5 MW | 70.0 MW | |||
| Quebec, Canada leased facility | 1,418 PH/s | 34.5 MW | 34.5 MW | |||
| Boden, Sweden leased facility | 1,276 PH/s | 20.0 MW | 32.0 MW | |||
| Boden 2, Sweden owned facility | 294 PH/s | 4.5 MW | 6.0 MW | |||
| Robertsfors, Sweden leased facility | 76 PH/s | 3.0 MW | 4.0 MW | |||
| Notviken, Sweden leased facility | 46 PH/s | 1.0 MW | 1.5 MW | |||
| Yguazu, Paraguay owned facility | 11,774 PH/s | 200.0 MW | 200.0 MW | |||
| Valenzuela, Paraguay owned facility | 5,196 PH/s | 78.0 MW | 100.0 MW | |||
| Toronto, Canada owned facility | 107 PH/s | 4.5 MW | 7.0 MW | |||
| Quebec City, Canada hosted facility * | N/A | 0.7 MW | 0.7 MW | |||
| Montreal, Canada hosted facility * | N/A | 1.4MW | 1.5 MW | |||
| Stockholm, Sweden hosted facility * | N/A | 0.8MW | 0.8 MW | |||
| Total | 22,651 PH/s | 400.9 MW | 458.0 MW |
* Data center used for HPC / AI compute only.
** Includes approximately 140 PH/s of BTC equivalent hashrate.
Currently, the majority of our data center power is being utilized by HIVE to generate hashrate which is sold to mining pools who then utilize the hashrate for the mining of Bitcoin. The mining pools acquire the hashrate from HIVE based on an FPPS payout model. We retain our Bitcoin in segregated, secure storage wallets with Fireblocks Inc. ("Fireblocks") and Bank Frick, third-party providers that specialize in secure crypto storage. See "DIGITAL CURRENCY AND RISK MANAGEMENT" below. We have not collateralized our Bitcoin assets against debt or other obligations of any kind. Our Bitcoin is not stored on any exchange. Our Bitcoin is never "staked" for mining purposes (see definition of "Proof-of-Stake" below) or loaned to any third party.
The Company recognizes the majority of its revenue from the provision of hashrate services, where the company generates hashrate and sells said hashrate to mining pools which utilise the hashrate for their purposes while paying out HIVE based on an FPPS (as defined below) payout model for which the Company receives digital currencies and records them at their fair value on the date received. The Company's revenue is being diversified through our expansion into data center operations, which support HPC and artificial intelligence ("AI") based applications.
Change of Name and Diversification of Business
On July 12, 2023, the Company changed its name from HIVE Blockchain Technologies Ltd. to HIVE Digital Technologies Ltd. The change represents HIVE's evolving focus on revenue opportunities made possible by HIVE's large inventory of Nvidia Graphics Processing Unit ("GPU") cards in combination with emerging technologies, including AI, machine learning, advanced data analysis and HPC.
HIVE maintains a strong presence in Bitcoin mining through the generation and sale of its hashrate as a service; however, going forward, HIVE intends to diversify its business by utilizing its Nvidia GPU-based cards to build HPC clusters with Super Micro Computer, Inc. ("Supermicro") and Dell Inc. ("Dell") servers, which can provide computational power at a scale particularly useful for AI compute applications. In addition, the Company is branching out into the rental of GPU server clusters via marketplace aggregators and direct contracts and is developing new cloud service offerings. This cloud service is designed to offer to users a selection of options to access computing resources ranging from a virtual instance of a single GPU, to a "bare-metal" server equipped with clusters of multiple GPU servers. The term, "bare metal" refers to instances where a user rents a physical machine from our facility that is not shared with any other tenants. Bare metal servers provide the high-performance capabilities of dedicated hardware combined with the flexibility and scalability of a cloud service. It is expected that pricing will be based upon the level of computing power accessed. Marketing for the cloud services is expected to be directed toward institutions, start-ups, small and medium-sized businesses and enterprises as an efficient and cost-effective alternative, which we believe will offer substantial savings in comparison to other major hyperscale cloud service providers.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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FINANCIAL SUMMARY
| Three months ended September 30, | Six months ended September 30, | |||||||||||
| (in thousands, except share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Total revenue | $ | 87,253 | $ | 22,648 | $ | 132,864 | $ | 54,889 | ||||
| Net income (loss) | (15,797 | ) | 80 | 19,219 | (18,208 | ) | ||||||
| Gross operating margin (1) | 42,404 | 400 | 58,223 | 11,093 | ||||||||
| Basic (loss) income per share | $ | (0.07 | ) | $ | 0.00 | $ | 0.09 | $ | (0.16 | ) | ||
| Digital assets mined - BTC | 718 | 340 | 1,125 | 789 | ||||||||
1 Non-GAAP measure. A reconciliation to its nearest GAAP measures is provided under "Reconciliations of Non-GAAP Financial Performance Measures" below.
The Company is a reporting issuer in each of the Provinces and Territories of Canada and under the Securities Exchange Act of 1934 in the United States. The Company's common shares are listed for trading on the TSXV, under the symbol "HIVE.V", as well as on the NASDAQ Capital Markets Exchange under "HIVE" and on the Open Market of the Frankfurt Stock Exchange under the symbol "YO0.F". The Company's head office is located at Suite 128, 7900 Callaghan Road, San Antonio, Texas, 78229, and its registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3, Canada.
DEFINED TERMS
| ANDE: | Refers to the Administración Nacional de Electricidad ("ANDE"), Paraguay's state-owned utility responsible for the generation, transmission, and distribution of electricity nationwide. |
| ASIC: | An ASIC (application-specific integrated circuit) is a microchip designed for a special application, such as a particular kind of transmission protocol or a hand-held computer. In the context of digital currency mining ASICs have been designed to solve specific hashing algorithms efficiently, including for Bitcoin mining. |
| Bitcoin or BTC: | Bitcoin refers to the native token of the Bitcoin network which utilizes the SHA-256 algorithm. Bitcoin is a peer-to-peer payment system and the digital currency of the same name which uses open source cryptography to control the creation and transfer of such digital currency. |
| Bitcoin Network: | The network of computers running the software protocol underlying Bitcoin and which network maintains the database of Bitcoin ownership and facilitates the transfer of Bitcoin among parties. |
| Blockchain: | A Blockchain is a generally immutable, decentralized public transaction ledger which records transactions, such as financial transactions in cryptocurrency, in chronological order. Bitcoin and Ethereum are the largest examples of a public blockchain. |
| BuzzMiner: | A Bitcoin mining system developed by HIVE, using the Intel BlockScale ASIC, manufactured by an original design manufacturer ("ODM") which HIVE engaged, using aspects of the Intel Reference Design, with various improvements and optimizations and features implemented by HIVE (and unique to HIVE's BuzzMiner) including custom application programming interface ("API") calls, a software layer, operating modes at different ASIC frequencies, allowing HIVE to mine from 110 TeraHash per second ("TH/s") to 130 TH/s at different efficiencies, along with demand response functionality. |
| Fireblocks: | Fireblocks LLC is an enterprise-grade platform delivering a secure infrastructure for moving, storing, and issuing digital assets. |
| FPPS: | FPPS (Full Pay-Per-Share) is a Bitcoin mining reward model where miners receive a fixed payout for each share submitted, covering both block rewards and transaction fees. The mining pool assumes the risk of block variability and pays miners regardless of actual block discovery, offering predictable earnings. |
| GPU: | A GPU or Graphics Processing Unit is a programmable logic chip (processor) specialized for display functions. GPUs are generally accepted to be efficient at solving digital currency hashing algorithm previously and more commonly now used to process machine learning or AI workloads |
| Hashrate: | Hashrate is a measure of mining power whereby the expected revenue from mining is directly proportional to a miner's hashrate normalized by the total hashrate of the network. All Company hashrate metrics that are provided within this report (e.g. EH/s) are from ASIC machines ("BTC only") unless otherwise specified. |
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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| Hashprice | Hashprice measures the daily revenue Bitcoin miners can expect to earn per unit of computational power and is typically measured in dollars per TeraHash per second per day ($/TH/s/day). |
| HPC: | High performance computing (HPC) is a business practice that combines computing resources to solve large problems that are too difficult or time-consuming for a single computer to handle. HPC is used in many industries, including business, science, engineering, and academic research and more recently, has been used to support artificial intelligence (AI) applications. |
| Mining: | Mining refers to the provision of computing capacity (or hashing power) to secure a distributed network by creating, verifying, publishing and propagating blocks in the blockchain in exchange for rewards and fees denominated in the native token of that network (i.e. Bitcoin or Ethereum, as applicable) for each block generated. |
| Network Difficulty or Difficulty: |
Network difficulty is a measure of how difficult it is to find a hash below a given target. |
| Proof-of-Stake: | Under proof-of-stake consensus stakers who have sufficiently large coin balances 'staked' on the network update the ledger; stakers are incentivized to protect the network and put forth valid transactions because they are heavily invested in the network's currency. |
| Proof-of-Work: | Under proof-of-work consensus, miners performing computational work on the network update the ledger; miners are incentivized to protect the network and put forth valid transactions because they must invest in hardware and electricity for the opportunity to mine coins on the network. The success of a miner's business relies on the value of the currency remaining above the cost to create a coin. |
| SHA-256: | SHA-256 is a cryptographic Hash Algorithm. A cryptographic hash is a kind of 'signature' for a text or a data file. 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. |
| Tier 3 Data Center: | A concurrently maintainable facility with multiple active power and cooling paths, allowing for planned maintenance without downtime. Such facilities feature "N+1 redundancy", meaning they maintain backup components to handle failures or maintenance, and guarantee uptime of 99.982% (1.6 hours of downtime annually). |
| Valenzuela or HIVE Valenzuela Facility: | 100 MW hydroelectric data center near Valenzuela, Paraguay |
| Yguazú or HIVE Yguazú Facility: | 200-megawatt ("MW") hydroelectric facility located in Yguazú, Paraguay |
OUTLOOK
Operations
The Bitcoin protocol is such that following every 210,000 blocks that are mined, the mining rewards are reduced by 50 percent (a "Halving"). The most recent Halving occurred on April 20, 2024, with the block rewards reduced from 6.25 BTC to 3.125 BTC. To mitigate the effects of a Halving, the Company intends to continue making opportunistic investments to upgrade its ASICs and infrastructure, to improve its fleet efficiency and to maximise hashrate. In addition to our cryptocurrency mining operations, the Company has continued its efforts to expand and diversify its facilities to offer HPC services to companies in the gaming, artificial intelligence and graphics rendering industries.
On January 2, 2024, the Company mutually agreed to the early termination of its service agreement for its facility in Blonduos, Iceland.
On November 1, 2024, the Company executed an early termination of its service agreement for its facility in Keflavik, Iceland. The service agreement was due to expire in May 2025, based on a 3-year term. The ASICs operation in the facility was of an older generation and was approaching the end of their economic life cycle. Instead of upgrading to new generation ASICs, the preferred option was to conclude the service agreement. This marked the end of the Company's operations in Iceland, and simplified the Company's global portfolio. HIVE's operations in Canada, Sweden, and Paraguay provide the Company with a lower $/KWHR operating costs compared to the former Iceland facilities, 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 sites that are wholly owned by HIVE.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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Between November 10 and November 20, 2024, the Company announced the purchase of a total of 11,500 Canaan Avalon 1566 miners, comprising 6,500 units with a hashrate of 185 TeraHashes per second ("TH/s") and 5,000 units with a hashrate of 194 TH/s, each with an efficiency of 18.5 joules per TeraHash ("J/TH"). These miners, which collectively add approximately 2.17 ExaHashes per second ("EH/s") of capacity, have been fully installed.
On December 3, 2024, the Company announced the purchase of 13,480 S21+ Hydro miners, together with a call option to acquire an additional 13,480 units within one year, for a potential total of 26,960 units representing approximately 8.6 EH/s of capacity. The Company subsequently exercised this option, with approximately 7,420 units shipped to the Yguazú Facility and the remaining 6,060 units scheduled for shipment to the Valenzuela Facility in September 2025.
On January 27, 2025, the Company announced its plans to expand its global hash rate capacity to over 25 EH/s. This growth will be driven primarily by the expansion of operations in Paraguay, as well as ongoing upgrades to our existing data centers.
In March 2025, the Company purchased 16,560 Bitmain S21+ Antminers with an average hashrate of 216 TH/s, representing approximately 3.57 EH/s of capacity. This purchase also included a call option to acquire an additional 15,000 Bitmain S21+ Hydro miners within one year, which would add approximately 4.78 EH/s, bringing the potential total from this order to 8.36 EH/s. The Company subsequently exercised this option with 15,000 delivered at the HIVE Valenzuela Facility.
On March 17, 2025, the Company announced it closed the acquisition of the 200-megawatt ("MW") hydroelectric facility located in Yguazú, Paraguay. This facility forms the core of the first two development phases that are expected to support an additional 12.5 EH/s of operating capacity.
Phase 1 of the development, comprising approximately 6 EH/s of capacity, commenced operations in early April 2025 and was fully energized by mid-May 2025.
Phase 2, supporting a further 6.5 EH/s, was successfully completed in early September 2025.
Phase 3 of the Company's Paraguay expansion has also been completed at its 100-megawatt site in Valenzuela, Paraguay as of November 10 2025. This site contributes a further 6.5 EH/s of capacity, bringing the Company's total installed hashrate to approximately 25 EH/s and improving overall fleet efficiency to approximately 17.5 joules per TeraHash (J/TH).
On October 21, 2025, the Company announced it has signed a definitive agreement to develop an additional 100 megawatt ("MW") hydroelectric-powered data-center campus at its Yguazú site in Paraguay. This expansion will increase HIVE's total renewable capacity in Paraguay to 400 MW.
These developments are central to HIVE's strategic commitment to fostering scalable, energy-efficient operations in regions that offer low-cost energy advantages. Management believes these advancements will drive significant value for our investors as we continue to optimize our operations and expand our presence in the Bitcoin mining landscape.
High Performance Computing
The Company has continued to develop and expand its HPC business, which draws on the Company's fleet of GPUs in enterprise grade data center servers operating in Tier 3 data centers. These GPUs operate with redundancy and are utilized for rental on GPU on-demand marketplaces and term contracts, where end users are typically performing Large Language Model ("LLM") computations, such as modeling, inference and fine-tuning. The Company's fleet of GPUs used for this purpose include the NVIDIA A5000, A6000, A40, H100 and H200 GPUs. Currently the Company has operations in Tier 3 data centers in Montreal, Canada and Stockholm Sweden, where collectively approximately 5,000 GPUs are operating.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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Energy Risks in Europe
Following the invasion of Ukraine by Russia, many countries have implemented aggressive tax policies, strategic reserves, and industrial incentives to protect their domestic energy supply. Management believes that the sharp rise in energy prices in Europe underscores the vulnerability of unhedged power consumers, particularly in energy-intensive industries while the geopolitical energy shock reinforces the strategic value of data centers. A combination of energy scarcity and strong demand for AI-driven compute capacity imply that stable, low-cost renewable energy represents a critical competitive advantage in both digital asset mining and AI infrastructure services.
The Company has made best efforts to mitigate its exposure to high or unstable energy prices in Europe. Notwithstanding those efforts, there is no assurance that this risk can be mitigated. With respect to the Company's operations in Sweden, the increased energy prices across Europe resulting from the Russian invasion of Ukraine have been buffered partially by the Company having forward energy agreements for the purchase of electricity. These energy hedging contracts allow HIVE to purchase a fixed quantity of power measured in MW, for a fixed period of time months. As a result, if the index spot price increases, HIVE can rely on a previously agreed upon fixed energy price to continue operations uninterrupted.
Furthermore, HIVE actively monitors the hashrate economics of its operations to determine earnings from digital asset mining measured in dollars per megawatt-hour ("MWHR"). Under certain market conditions, it may be more profitable for HIVE to sell its energy rights back to the grid-as the Company would receive the proceeds of energy sold at index spot pricing, while paying the lower fixed price secured under the energy hedged contract-than to mine digital assets. This energy optimization strategy not only protects profitability but also demonstrates HIVE's operational flexibility in a volatile energy environment.
Our owned and leased Swedish data centers provide capacity of approximately 44.3 MW of renewable hydroelectric energy, which represents approximately 10% of our total global hydroelectric capacity. These facilities are strategically positioned to benefit from Sweden's robust renewable energy infrastructure and to support both Bitcoin mining and emerging AI workloads. In an era when energy security is increasingly linked to national policy and the compute economy is rapidly expanding, management believes that HIVE's combination of stable renewable power and advanced data center infrastructure positions the Company to thrive across multiple high-growth digital sectors.
Bitcoin Mining Industry Revenues of U.S. dollars per Day for each 1 Terahash per second of computing power for the 24-month period from September 2023 to September 2025:
Source: bitinfocharts.com
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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This fiscal quarter hashprice was in the $50 to $70 per PH/s per day range. During this period we saw Bitcoin reach an all time high of $123,000 in August, and Difficulty reached a peak of 142T, however even during the periods of peak Difficulty, hashprice remained above $50 per PH/s per day.
Overall, the average hashprice from July to Sept 2025 was $58 per PH/s per day, and mining economics this quarter were up approximately 12% from the previous quarter average of $51 per PH/s.
Since the quarter end, in October 2025 Bitcoin has risen to a new all-time high of $126,000, and Difficulty has also reached a new all-time high of 156T, and hashprice has dropped to the $40 per PH/s per day range. As of the date of this report, Bitcoin is approximately $103,000, while difficult and the hashprice remain at 156T and in the $40 per PH/s range. This will mean some older generation ASICs will need to be operated in a low power mode to improve efficiency to remain profitable, or even turned off until mining economics improve.
When comparing against electrical operating costs, for example if power is $0.05 per KWHR hour, one would compare the $/KWHR revenue of an ASIC miner to have a correlation to Gross Mining Margin. Notably, the introduction of next-generation ASIC miners, such as the Bitmain S21+ Antminer, has helped improve mining economics. For example, at a hashprice of $42 per PH/s per day-corresponding to Bitcoin trading at approximately $103,000 and network Difficulty of 156 trillion-an ASIC miner with an efficiency of 16.5 J/TH can generate revenue equivalent to approximately $0.10 per kilowatt-hour. These economics reflect the operating environment as of November 10 2025. Accordingly, the mining margin of an S21+ ASIC doing $0.15 per KWHR revenue, with $0.05 per KWHR operating cost would have a mining margin of approximately 50%.
The average monthly Bitcoin market data from April 2025 to September 2025 was as follows:
| April | May | June | July | August | September | Average | |||||||||||||||
| Bitcoin | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | YTD F2026 | ||||||||||||||
| Average price | $ | 86,068 | $ | 103,315 | $ | 105,737 | $ | 115,090 | $ | 115,076 | $ | 112,980 | $ | 106,378 | |||||||
| Average daily difficulty (in trillions) | 121.0 | 120.8 | 126.1 | 123.2 | 129.1 | 137.8 | 126.3 | ||||||||||||||
Sources: Coinmarketcap.com, Glassnode.com, Blockchain.com
The average monthly Bitcoin market data from April 2024 to March 2025 was as follows:
| April | May | June | July | August | September | ||||||||||||||||
| Bitcoin | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |||||||||||||||
| Average price | $ | 66,247 | $ | 65,043 | $ | 66,057 | $ | 62,739 | $ | 60,095 | $ | 60,212 | |||||||||
| Average daily difficulty (in trillions) | 85.7 | 84.8 | 83.8 | 81.3 | 88.9 | 90.9 | |||||||||||||||
| October | November | December | January | February | March | Average | |||||||||||||||
| Bitcoin | 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | YTD F2025 | ||||||||||||||
| Average price | $ | 65,362 | $ | 85,698 | $ | 98,344 | $ | 99,706 | $ | 95,925 | $ | 85,138 | $ | 75,881 | |||||||
| Average daily difficulty (in trillions) | 92.2 | 101.1 | 106.3 | 109.8 | 111.7 | 112.2 | 95.7 |
Sources: Coinmarketcap.com, Glassnode.com, Blockchain.com
For reference, the following chart shows Bitcoin price vs Bitcoin miners' revenues (in Bitcoin block rewards and transaction fees) vs Difficulty* for the 24-month period from October 2023 to September 2025:
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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Source: Glassnode.com
The block reward is how new Bitcoin enter the Bitcoin network thereby increasing the supply up to a maximum of 21 million coins, a process referred to in the industry as "minting". These rewards, which started at 50 Bitcoin per block at inception of the network in 2009, are reduced by half every 210,000 blocks, with the Halving that occurred on May 11, 2020 (the "2020 Halving"), resulting in a reward of 6.25 Bitcoin per block vs 12.5 Bitcoin per block immediately prior to the 2020 Halving. The Halving which reduced the reward to 3.125 Bitcoin per block from 6.25 Bitcoin per block occurred on April 20, 2024. The next Halving currently is projected to occur in April 2028, and will reduce the block reward at that time to 1.5625 Bitcoin per block.
As a result of the April 20, 2024 Halving event, the total number of Bitcoins available to miners per day were reduced from 900 to 450 per day.
Industry subject to evolving regulatory and tax landscape
Both the regulatory and tax landscape for digital companies is evolving. The changing regulatory landscape applies to sectors that are based on blockchain, distributed ledgers, technology and the mining, use, sale and holding of tokens, or digital currencies, and the blockchain technology networks that support them.
Following Russia's invasion of Ukraine, global energy security concerns have elevated regulatory scrutiny, with many countries introducing aggressive tax policies and energy-specific levies to protect domestic supply. This geopolitical shift has coincided with the increased interest in and adoption of AI technologies, ignited from high-performance computing breakthroughs, significantly increasing the strategic and economic value of data centers worldwide. The new operative term in global policy circles is "sovereign data centers"-facilities that nations view as critical infrastructure to control within their borders, particularly when they power both Bitcoin mining and AI workloads.
In 2025, the United States underwent a significant policy shift in favor of Bitcoin mining and digital asset innovation. Pro-Bitcoin legislation such as the Genius Act and a growing framework for stablecoin adoption have created one of the most favorable policy environments in the world for large-scale blockchain infrastructure. This stands in sharp contrast to Canada and Sweden, which have adopted comparatively unfavorable Bitcoin mining measures in recent years, including restrictive energy allocation policies and increased scrutiny of mining infrastructure. By comparison, U.S. policy is now actively courting Bitcoin miners, positioning the country as a strategic hub for both blockchain and AI compute growth.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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HIVE believes that it can continue to navigate the challenges of a mixed regulatory environment through its adaptability. In Canada and Sweden, we have continued to operate despite policy headwinds, while in Paraguay-where we operate large-scale hydro-powered facilities-an unexpected tariff increase on hydroelectricity last summer underscored the risk of sudden policy changes. These examples highlight the dynamic and sometimes unpredictable nature of the Company's operating environment, as well as HIVE's proven ability to manage and adapt to shifting energy and tax landscapes while continuing to execute its growth strategy.
Operating in an emerging industry, the Company must adapt to significant changes in regulatory, tax and industry rules and guidelines and obtain regulatory and tax advice from external global experts. In addition, regulations and the rules, rates, interpretations, and practices related to taxes, including consumption taxes such as value added taxes ("VAT"), are constantly changing.
The Company's headquarters are in San Antonio, Texas, United States, and its registered office is in Vancouver, British Columbia, Canada. As such, the Company is subject to the jurisdiction of the laws of the State of Texas, the Province of British Columbia and the federal laws of each of the United States and Canada. The Company manages its data centers and trading operations from Bermuda in order to simplify tax expectations.
The Company also has assets in Sweden and Paraguay and is subject to changes in political conditions and regulations within these markets. -Changes, if any, in policies or shifts in political attitude could adversely affect the Company's operations or profitability. - See "Energy Risks in Europe" above.
Operations may be affected in varying degrees by government regulations and decisions with respect to, but not limited to, restrictions on price controls, currency remittance, income and consumption taxes, foreign investment, maintenance of claims, environmental legislation, land use, electricity use and safety. Additionally, cryptocurrency prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond the Company's control, including hacking, demand, inflation, expectations with respect to the rate of inflation, and global or regional political or economic events.
Ongoing and future regulatory or tax changes may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects operations. Governments may curtail or outlaw the acquisition, use, or redemption of cryptocurrencies, or take regulatory action that increases operating costs or imposes additional licensing requirements. Such actions could also extend to restrictions on the acquisition, ownership, holding, selling, or trading of the Company's common shares. In an adverse scenario, these measures could force the Company to liquidate cryptocurrency inventory at unfavorable prices, reducing shareholder value.
The Company’s wholly owned subsidiaries located in Sweden (Bikupa Datacenter AB (“Bikupa”) and Bikupa Datacenter 2 AB (“Bikupa 2”)) received decision notice of assessments (“the decision(s)”), on December 28, 2022, December 21, 2023, December 22, 2023, May 28, 2024, October 14 and 16, 2024, March 18, 2025, September 23, 2025, October 14, 2025 for Bikupa and February 14, 2023, December 21, 2023, June 14, 2024, September 11 and 23, 2024, and March 21, 2025, June 12, 2025 and August 11, 2025 for Bikupa 2 respectively, from the Swedish Tax Authority Agency 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”) 741.8 million or approximately $79 million. The assessments covered the period December 2020 to December 2024 for Bikupa, and the period April 2021 to February 2025 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.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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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 total cost of energy at the HIVE Sweden facilities was approximately 0.30 SEK ($0.03) per kWh. Revenues from HIVE's operations at these facilities typically ranges from 0.80 to 1.00 SEK ($0.07 to $0.09) per kWh. As at July 31, 2025, the HIVE Sweden facilities represent approximately 12% of the Company's global production of Bitcoin per day. Even with this change, we believe 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 ($0.02) per kWh for the remainder of calendar year 2025, and 8.5 MW at an average price of 0.23 SEK ($0.02) per kWh for the calendar year 2026. The Company has been exploring and will continue to explore strategies for minimizing the impact.
On February 4, 2022, the Canadian Department of Finance released for public comment a set of draft legislative proposals to implement certain tax measures. These tax measures include restricting the ability of cryptocurrency mining companies to claim back the consumption taxes they incur on purchases of goods and services made in Canada and imports into Canada. The Company expects that the restriction on the Company's ability to claim back its consumption taxes, namely the Goods and Services Tax and Harmonized Sales Tax, which apply at combined rates from 5% to 15% on the cost of goods and services, could significantly add to the Company's ongoing operating costs and the costs of its capital expenditures and imports into Canada. The measures obtained royal assent on June 22, 2023.
The Company has recorded a provision during the year ended March 31, 2024 in the amount of $4.5 million, for our ability to claim back our consumption taxes. During the year ended March 31, 2025, an additional provision was recognized of $0.3 million and the Company recovered $0.8 million in relation to the provision of $4.5 million and reversed an additional $0.5 million of the same provision as a result of further examination of the sales tax provision amounts.
During the period ended September 30, 2025, the Company paid $0.3 million towards the $0.3 million provisioned amount. The Company also received an assessment of $2.3 million for sales tax payable that is included in the provision as a result of a sales tax audit related to periods prior to the acquisition of 9376-9974 Quebec Inc. in 2021. During the period ended September 30, 2025, the Company received sales tax credits totalling $1.4 million that were applied against the assessment of $2.3 million and the Company paid an additional $0.2 million towards this assessment. The Company will continue to work with our consultants and the Canadian authorities in resolving the disputed amounts.
TRANSITION TO US GAAP FROM IFRS
Effective for the Fiscal Year ending March 31, 2025, Hive Digital Technologies Ltd. has transitioned its financial reporting framework from IFRS to US GAAP.
This change aligns the Company's accounting policies with the requirements applicable to entities listed or operating primarily in the U.S. market. As a result:
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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The transition enhances comparability with U.S.-listed peers, aligns with the Company's investor base, and supports future capital market initiatives. Management has implemented appropriate internal controls to ensure accurate and consistent application of the new accounting framework.
HIVE PARAGUAY FACILITIES
The Company announced on July 22, 2024 that it planned to develop its HIVE Valenzuela Facility. The Company has since entered into: (i) an engineering and construction agreement executed on September 26, 2024 between W3X S.A., being a wholly-owned subsidiary of the Company, and Rieder & CIA S.A.C.I., a company organized pursuant to the laws of Paraguay relating to high voltage infrastructure within the local utility's substation, bringing down the power to the HIVE Valenzuela Facility for which the contract value is approximately $3.8 million; and (ii) a purchase order from a hardware supplier for a total of 160 MVA substation components including transformers, miscellaneous electronic parts and components at an aggregate cost of $6.0 million.
On January 24, 2025 the Company entered into a binding letter of intent with Bitfarms Ltd. to acquire the Yguazú 200 MW hydro-powered Bitcoin mining facility in Paraguay which is under development (the "HIVE Yguazú Facility"). The Company's operational capacity in Paraguay will total 300 MW upon completion of this acquisition and will solidify its leadership as one of Latin America's largest Bitcoin mining operators.
The acquisition is valued at $56 million and includes ownership of a 240 MVA substation with 200 MW of capacity as well as all associated land and facilities.
Key terms of the deal include:
In addition to this, HIVE assumed $19 million of PPA deposits to ANDE, the Paraguayan utility company, and assumed remaining construction completion costs. As of September 30, 2025, the full PPA deposit was paid to ANDE.
On March 17, 2025, the Company announced it closed the acquisition of the 200-megawatt HIVE Yguazú Facility located in Yguazú, Paraguay.
On April 6, 2025, the Company announced the energization and commencement of operations at its new HIVE Yguazú Facility. This site represents a key component of the Company's multi-phase infrastructure expansion strategy.
Mining capacity in Paraguay will come online in three distinct phases:
Phase 1 includes the deployment of 100 MW of air-cooled ASIC miners. Since energization, the site has been scaling according to plan, and full commissioning is anticipated by June 2025. Upon completion, Phase 1 is expected to contribute approximately 5 EH/s to the Company's total Bitcoin mining capacity. This will bring the Company's total installed capacity to 11.5 EH/s, at an average efficiency of approximately 20 Joules per TeraHash (J/TH). Phase 1 was successfully completed on schedule in June 2025.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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Phase 2 will add an additional 100 MW of capacity at the HIVE Yguazú Facility. The Company will deploy Bitmain Hydro AntSpace containers equipped with Bitmain S21+ Hydro ASIC miners. Construction is currently progressing on schedule, with energization expected in June 2025 and full capacity anticipated by August 2025. Once complete, Phase 2 is projected to deliver an incremental 6.5 EH/s of hashrate. At this stage, the Company's total installed capacity is expected to reach approximately 18 EH/s, with a projected fleet efficiency of approximately 18.5 J/TH. Phase 2 was successfully completed in early September 2025.
The third and final phase involves the addition of 100 MW of hydro-cooled capacity at the Company's Valenzuela Facility, utilizing the same Bitmain Hydro AntSpace and Bitmain S21+ Hydro miner configuration as Phase 2. Energization is scheduled for September 2025, with full deployment expected by the end of calendar 2025. Upon completion, Phase 3 is expected to contribute an additional 6.5 EH/s of hashrate, bringing the Company's total installed mining capacity to approximately 24.5 EH/s. Fleet-wide energy efficiency is expected to improve further to approximately 17.5 J/TH. Phase 3 was successfully completed November 10, 2025.
See Business Objectives and Milestones section under "USE OF PROCEEDS" for further details on expected facility site costs.
ASSET ACQUISITION
On November 29, 2023, the Company acquired a data center in Sweden ("Boden 2"). In consideration, the Company issued 345,566 common shares of the Company to the vendor, made a cash payment totalling $647 thousand and $500 thousand in holdback common shares payable that are included in accounts payable and accrued liabilities as at March 31, 2025 and the period ended September 30, 2025. The Company also incurred $141 thousand in acquisition costs which were capitalized to the cost of the assets.
The $500 thousand in holdback common shares payable is to be paid at the later of: (i) the six month anniversary of the closing date; and (ii) the date on which any claims made by the Company within six months of the closing date relating to a breach of warranty under the property transfer agreement have been finally settled, and shall be composed of such number of Common Shares equal to $500 thousand less any amount payable by the Vendor to the Company in respect of such claim. As of the date of this report, the holdback common shares have not been paid out.
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired and liabilities assumed as the date of the acquisition:
| in thousands | |||
| Cash paid | $ | 647 | |
| Shares issued | 1,088 | ||
| Holdback payable | 500 | ||
| Acquisition costs | 141 | ||
| Total consideration | $ | 2,376 | |
| Land | $ | 86 | |
| Building | 1,587 | ||
| Equipment | 446 | ||
| VAT receivables | 360 | ||
| Total assets | 2,479 | ||
| Current liabilities | (103 | ) | |
| Net assets acquired | $ | 2,376 |
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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On January 28, 2025, the Company entered into a binding letter of intent with Backbone Hosting Solutions Inc. ("BHS") and Bitfarms Ltd. ("Bitfarms") to acquire Zunz S.A., which owns a Bitcoin mining data center under construction in Yguazú, Paraguay designed for a total power capacity of up to 200 MW. The acquisition closed on March 17, 2025. In consideration, the Company paid $25 million cash up front and will pay the remaining purchase price of $31 million over six months. The consideration paid also includes transaction costs of $692 thousand and cash advanced by the Company after January 28, 2025. During the period ended September 30, 2025, the Company made six instalment payments on the acquisition loan payable and at September 30, 2025, $nil remained outstanding (March 31, 2025 - $31 million).
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired and liabilities assumed as the date of the acquisition:
| (in thousands) | |||
| Cash paid | $ | 25,000 | |
| Acquisition loan payable | 31,000 | ||
| Cash advances | 7,260 | ||
| Acquisition costs | 692 | ||
| Total consideration | 63,952 | ||
| Land | $ | 952 | |
| Equipment | 44 | ||
| Building and leasehold | 57,070 | ||
| Power purchase agreement guarantee | 3,314 | ||
| VAT receivables | 3,126 | ||
| Other | 52 | ||
| Total assets | $ | 64,558 | |
| Deferred tax liability | (606 | ) | |
| Net assets acquired | $ | 63,952 |
On September 15, 2025 the Company closed the acquisition of real property located at 15 City View Drive, Toronto, Ontario (the "Property") and shares of Megawatt Mining Corp. ("MMC") from an unrelated party. In consideration, the Company paid $9.2 million cash and issued 1 million common shares of the Company. The consideration paid also includes transaction costs of $556 thousand.
The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:
| (in thousands) | |||
| Cash paid including transaction costs | $ | 8,692 | |
| Share consideration | 3,919 | ||
| Acquisition costs | 566 | ||
| Total consideration | 13,167 | ||
| Cash | $ | 59 | |
| Deposits | 109 | ||
| Building and land | 12,919 | ||
| GST receivables | 151 | ||
| Accounts payable | (71 | ) | |
| Total assets | $ | 13,167 | |
| Deferred tax liability | (-) | ||
| Net assets acquired | $ | 13,167 |
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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CONVERTIBLE DEBENTURE
On January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the "Debentures"), for aggregate gross proceeds of $15 million with U.S. Global Investors, Inc. ("U.S. Global"). The Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global, but the transaction was exempt from the formal valuation and minority approval requirements in Multilateral Instrument 61-10 Protection of Minority Holders in Special Transactions, because the fair market value of the transaction did not exceed 25% of the Company's market capitalization.
The Debentures will mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures were issued at par, with each Debenture being redeemable by HIVE at any time, and convertible at the option of the holder into common shares (each, a "Share") in the capital of the Company at a conversion price of C$15.00 per Share. Interest is payable monthly, and principal is payable quarterly. In addition, U.S. Global was issued 5 million common share purchase warrants (the "January 2021 Warrants"). Each five whole January 2021 Warrants entitles U.S. Global to acquire one common Share at an exercise price of C$15.00 per Share for a period of three years from closing. On January 12, 2024, the January 2021 Warrants expired unexercised. The Company has been paying down this debt on a quarterly basis and the total outstanding amount as of the period ended September 30, 2025 is $1.6 million.
AT-THE-MARKET EQUITY PROGRAM
On May 10, 2023, the Company entered into an equity distribution agreement ("May 2023 Equity Distribution Agreement") with Stifel GMP and Canaccord Genuity Corp. Under the May 2023 Equity Distribution Agreement, the Company may, from time to time, sell up to $100 million of common shares in the capital of the Company (the "May 2023 ATM Equity Program"). The May 2023 Equity Distribution Agreement was terminated as of August 16, 2023.
For the year ended March 31, 2024, the Company issued 1,374,700 common shares (the "May 2023 ATM Shares") pursuant to the May 2023 ATM Equity Program for gross proceeds of C$9.0 million ($6.8 million). The May 2023 ATM Shares were sold at prevailing market prices, for an average price per May 2023 ATM Share of C$6.55. Pursuant to the May 2023 Equity Distribution Agreement, a cash commission of $0.2 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the May 2023 Equity Distribution Agreement. In addition, the Company incurred $162 thousand in fees related to its May 2023 ATM Equity Program.
On August 17, 2023, the Company entered into an equity distribution agreement ("August 2023 Equity Distribution Agreement") with Stifel GMP and Canaccord Genuity Corp. Under the August 2023 Equity Distribution Agreement, the Company may, from time to time, sell up to $90 million of common shares in the capital of the Company (the "August 2023 ATM Equity Program").
For the year ended March 31, 2024, the Company issued 13,612,024 common shares (the "August 2023 ATM Shares") pursuant to the August 2023 ATM Equity Program for gross proceeds of C$71 million ($52.7 million). The August 2023 ATM Shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$5.22. Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.6 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $316 thousand in fees related to its August 2023 ATM Equity Program.
For the year ended March 31, 2025, the Company issued 12,534,457 common shares (the "August 2023 ATM Shares") pursuant to the August 2023 ATM Equity Program for gross proceeds of C$51.1 million ($37.4 million). The August 2023 ATM shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$4.08. Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.1 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $2 thousand in fees related to its August 2023 ATM Equity Program. The August 2023 Equity Distribution Agreement was terminated as of July 8, 2024.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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On October 3, 2024, the Company entered into an equity distribution agreement ("October 2024 Equity Distribution Agreement"). Under the October 2024 Equity Distribution Agreement, the Company may, from time to time, sell up to $200 million of common shares in the capital of the Company (the "October 2024 ATM Equity Program").
For the year ended March 31, 2025, the Company issued 46,573,974 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $154.9 million. The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of C$4.71. Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $4 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement. In addition, the Company incurred $0.5 million in fees related to its October 2024 ATM Equity Program.
On May 14, 2025, the Company entered into an amended and restated equity distribution agreement (the "Amended October 2024 Equity Distribution Agreement"). Under the Amended October 2024 Equity Distribution Agreement, the Company may, from time to time, sell up to $119.2 million of common shares in the capital of the Company (the "Amended October 2024 ATM Equity Program").
The Amended October 2024 Equity Distribution Agreement restates and supersedes the previous October 2024 Equity Distribution Agreement, dated October 3, 2024, among the Company and the Agents, pursuant to which the Company sold common shares of the Company for aggregate proceeds of US$180.8 million.
For the period ended September 30, 2025, the Company issued 15,266,061 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $25.9 million. The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of $1.70 (C$2.37). Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $0.7 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement. The October 2024 ATM Equity Distribution Agreement was terminated as of May 15, 2025 and replaced with the Amended October 2024 ATM Equity Distribution Agreement.
For the period ended September 30, 2025, the Company issued 53,017,807 Amended October 2024 ATM Shares pursuant to the Amended October 2024 ATM Equity Program for gross proceeds of $117.2 million. The Amended October 2024 ATM shares were sold at prevailing market prices, for an average price per Amended October 2024 ATM Share of $2.21 (C$3.03). Pursuant to the Amended October 2024 Equity Distribution Agreement, a cash commission of $3 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Amended October 2024 Equity Distribution Agreement. In addition, the Company incurred $199 thousand in fees related to its Amended October 2024 ATM Equity Program.
The Company used the net proceeds from the May 2023 Equity Distribution Agreement, the August 2023 Equity Distribution Agreement, the October 2024 Equity Distribution Agreement, and the Amended October 2024 Equity Distribution Agreement for the purchase of data center equipment, strategic investments including building BTC assets on our balance sheet and general working capital. HIVE ended the period ended September 30, 2025, with 210 BTC on its balance sheet.
SPECIAL WARRANT FINANCING
On December 28, 2023, the Company completed a bought-deal financing of 5,750,000 special warrants of the Company (the "2023 Special Warrants") at a price of C$5.00 per 2023 Special Warrant for aggregate gross proceeds to the Company of C$28.8 million (the "2023 Special Warrant Offering"). Each 2023 Special Warrant entitled the holder to receive without payment of additional consideration, one unit of the Company upon exercise consisting of one common share and one-half of common share purchase warrant.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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On February 2, 2024, the 2023 Special Warrants were deemed exercised into one unit of the Company comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of C$6.00 per whole warrant until December 28, 2026.
In consideration of services, a cash commission of C$1.7 million, and 345,000 broker warrants were paid to the underwriters of the 2023 Special Warrant Offering. Each broker warrant entitles the holder to acquire one common share of the Company at an exercise price of C$5.00 per broker warrant until December 28, 2026. The broker warrants were valued at $1.28 million using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.51%, an expected volatility of 100%, an expected life of 3 years, a forfeiture rate of zero; and an expected dividend of zero. The Company also incurred C$257 thousand in professional and other fees associated with the 2023 Special Warrant financing.
USE OF PROCEEDS
2023 Special Warrants Financing
The Company has used the net proceeds from the 2023 Special Warrants offering to support the growth of its Bitcoin mining footprint. Specifically, the Company used the net proceeds to fund the purchase of 7,000 S21 Antminer ASIC units announced on December 22, 2023 which were expected to expand the Company's Bitcoin mining capacity by 1.4 EH/s. The Company allocated C$19.5 million from the net proceeds to this acquisition, which includes C$0.2 million for supplemental expenses (which includes an update or expansion of power-distribution units to support the 7,000 S21 Antminer ASICs). This resulted in an upgrade at the New Brunswick facility from the existing 38 J/TH miners to new 17 J/TH Bitmain S21 miners, which increased the Company's mining efficiency and improve the break-even cost of mining Bitcoin.
The following table sets forth the business objectives by the Company for the amount of proceeds from the Offering allocated to the objective, and an estimated completion date.
|
Business Objective |
Amount of Gross Proceeds Allocated (CAD) |
Estimated Completion Date |
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Purchase of 7,000 S21 Antminer ASIC units |
$19.5 million |
Completed(1) |
|
General Working Capital & Overhead(2) |
$7.4 million |
N/A |
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TOTAL: |
$26.9 million(3) |
- |
Note:
(1) As per the Company's press release dated December 22, 2023, the units were to be delivered over the period from January 2024 to June 1, 2024. As of the date of this report, the units have been delivered.
(2) The largest general working capital and overhead expenses for the Company are related to electricity and rent expenses at the Company's various facilities.
(3) Represents net proceeds of C$28.8 million less the Underwriters' Commission of C$1.7 million and estimated total expenses of C$0.2 million.
The total cost of the 7,000 S21 Antminer ASIC units was approximately $24.5 million. Accordingly, in addition to the gross proceeds raised under the offering, the Company paid approximately $10.0 million from the August 2023 ATM Equity Program towards the above-noted business objectives. As of the date of this report, the Company has fully funded the purchase of the 7,000 S21 units and all units have been delivered.
The remaining proceeds from the offering had been allocated for general working capital and overhead costs. As of the date of this report, all of the proceeds from the offering have been spent on the use of proceeds described above.
Prior Use of ATM Proceeds
The Company previously raised aggregate gross proceeds of $3.9 million (C$5.2 million) pursuant to the 2022 ATM Equity Program; $6.8 million (C$9.0 million) pursuant to the May 2023 ATM Equity Program; $90.0 million (C$122.2 million) pursuant to the August 2023 ATM Equity Program; and, as of the date hereof, has raised a total of $300 million (C$419.1 million) pursuant to the October 2024 ATM Equity Program and the Amended October 2024 ATM Equity Program. The following chart summarizes the proceeds raised pursuant to these offerings, and the amount spent on the Company’s various facilities during the time such offerings were active:
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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| Agreement | Proceeds | Use of Proceeds Per Facility(1) |
| 2022 ATM Equity Program(2) | $3.9 million | Purchase of $5.5 million in data center equipment for New Brunswick Facility. |
| Purchase of $0.7 million in data center equipment for Lachute (Québec) Facility | ||
| Purchase of $26.0 million in data center equipment for Sweden (Boden) Facility | ||
| Purchase of $1.0 million in data center equipment for Iceland Facilities. | ||
| May 2023 ATM Equity Program (3) | $6.8 million | Purchase of $5.2 million in data center equipment for Lachute (Québec) Facility |
| Purchase of $12.9 million in data center equipment for New Brunswick Facility | ||
| August 2023 ATM Equity Program (4) |
$90 million | Purchase of $15.1 million in data center equipment for Lachute (Québec) Facility |
| Purchase of $24.2 million in data center equipment for Sweden (Boden & Boden 2) Facility | ||
| Purchase of $25.1 million data center equipment for New Brunswick Facility | ||
| Purchase of $5.9 million data center equipment for Montreal Facility | ||
| October 2024 ATM Equity Program and the Amended October 2024 ATM Equity Program (5) |
$300 million | Purchase of $6.6 million in data center equipment for Sweden (Boden & Boden 2) Facility |
| Purchase of $15.6 million data center equipment for New Brunswick Facility and Montreal Facility | ||
| Purchase of $229.4 million in data center equipment and development costs for Paraguay Facilities | ||
| Purchase of $20.3 million data center equipment for Montreal (HPC) Facility | ||
| Acquisition of Zunz SA from Bitfarms Ltd. and project payments of $63.8 million for Yguazú Paraguay Facility |
Notes:
(1) Note that the use of proceeds per facility is not in exact alignment with the proceeds under the various at-the-market offerings, as the Company funds acquisitions through a number of methods, including private placements and operating revenues.
(2) Proceeds raised through shares distributed at-the-market qualified by a prospectus supplement dated September 2, 2022 to a short form base shelf prospectus dated January 4, 2022.
(3) Proceeds raised through shares distributed at-the-market qualified by a prospectus supplement dated May 3, 2023 to a short form base shelf prospectus dated May 1, 2023.
(4) Proceeds raised through shares distributed at-the-market qualified by an amended and restated prospectus supplement dated August 17, 2023 to a short form base shelf prospectus dated May 1, 2023.
(5) Proceeds raised through shares distributed at-the-market qualified by a prospectus supplement dated October 3, 2024 to a short form base shelf prospectus dated September 11, 2024, and as amended and restated on May 14, 2025.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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Business Objectives and Milestones
The Company's business objectives are to increase shareholder value and continue its operations as one of the globally diversified publicly traded data center companies with a focus on digital asset mining services and HPC, primarily powered by green energy. The Company's expectations are based on significant assumptions and are subject to significant risks.
The Company intends to use the available funds as set forth above based on budgets and consultations with the Board of Directors of the Company. However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary in order for the Company to achieve its overall business objectives. Management has, and will continue to have, the discretion to modify the allocation of the Company's available funds, including the net proceeds of the offering, if necessary. Investors are cautioned that the actual amount the Company spends in connection with each of the intended uses of the proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under "RISK AND UNCERTAINTIES" below.
The following are the milestones set out by the Company as of the date hereof:
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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The Company intends to spend approximately $35 million to transition the Toronto Facility to a Tier 3 data centre. $Nil expenditure has occurred as of the date of this report. The Toronto Facility was acquired on September 15, 2025.
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 notes that it had 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 purchased 96 Nvidia H100 GPUs installed in Dell servers in December 2023.
The Company purchased an additional 248 Nvidia H100 GPUs installed in Supermicro servers with InfiniBand, and 504 Nvidia H200 GPUs installed in Super Micro servers with InfiniBand.
The Company currently operates approximately 4,300 Nvidia A-series GPUs (previously 4,650) since the Company found optimal configuration for certain AI application to have 8 GPUs per server for the Nvidia A40, instead of 10 GPUs per server for the A5000 and A4000. Overall, the Company still has 480 Supermicro servers operating a total of 4,300 GPUs in Tier 3 data centers in Quebec and Stockholm. The Company has found growing demand for the A40 GPU, and thus the majority of the 480 Supermicro servers now run 8 Nvidia A40 GPUs.
In total the Company is operating approximately 5,150 Nvidia GPUs as of this report date, primarily comprised of the 344 Nvidia H100 GPU, 504 Nvidia H200 GPUs and approximately 4,300 Nvidia A-series GPUs (A40s, A6000 and A5000).
On May 27, 2025, the Company announced it had reached $20M ARR1 target for the HPC business. The Company has realized peak daily revenue of $63,000 from the HPC business, which is approximately $23M ARR. The Company for the six-month period ended September 30, 2025 realized $10 million of revenue from the HPC business.
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.
References to annualized revenue and run-rate revenue are considered future-oriented financial information. Readers should be cautioned that this information is used by the Company only for the purpose of evaluating the merit of this line of its business operations and may not be appropriate for other purposes.
1 The 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 quarters per year.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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Over the next 36 months, the Company anticipates significant capital expenditures associated with expansion of its HPC business operations, totaling up to approximately $493 million. This includes early-stage allocation of investments of: (i) approximately $61 million in strategic land acquisitions for data center expansion (including land acquisition plans in Ontario, Canada); (ii) approximately $150 million in infrastructure buildout costs; (iii) up to approximately $150 million for GPU acquisitions to support high performance computing and AI workloads; and (iv) up to approximately $132 million for GPU acquisitions for deployment within data centres in connection with its teaming agreement with Bell Canada, as announced on August 19, 2025. As of September 30, 2025, HIVE has paid a deposit of $2.4 million. Remaining expenditures up to the $132 million are discretionary and as of the date hereof, HIVE has not committed any additional funds towards this amount.
The above business objective and milestones are set forth in the table below and as contemplated by the short form base shelf prospectus dated October31, 2025, the progress of achieving these milestones, and a comparison of the actual costs spent against the estimated costs, other than those objective and milestones that the Company has previously announced or disclosed as having been completed or achieved.
| Business Objective / Milestone |
Status | Estimated Costs |
Expenditures to Date |
| Fleet upgrade | Ongoing. The Company undergoes continual upgrade of its fleet of equipment by making strategic purchases to replace the least efficient ASIC miners with new generation equipment. |
$60 million | $nil |
| HPC expansion | Ongoing. Over the next 36 months, the Company anticipates significant capital expenditures associated with expansion of its HPC business operations, totaling up to approximately $493 million. This includes early-stage allocation of investments of: (i) approximately $61 million in strategic land acquisitions for data center expansion (including land acquisition plans in Ontario, Canada); (ii) approximately $150 million in infrastructure buildout costs; (iii) up to approximately $150 million for GPU acquisitions to support high performance computing and AI workloads; and (iv) up to approximately $132 million for GPU acquisitions for deployment within data centres in connection with its teaming agreement with Bell Canada as announced on August 19, 2025. | $493 million | $nil |
| Upgrade HIVE Facilities located in Toronto, Ontario to Tier 3 HPC data centers. | Ongoing. | $35 million | $nil |
| 25 EH/s target of Bitcoin cloud mining capacity | Completed. | $351 million | $423 million |
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
2024 Business Objectives and Milestones
The following table sets forth the business objective and milestones contemplated by the short form base shelf prospectus dated September 11, 2024, the progress of achieving these milestones, and a comparison of the actual costs spent against the estimated costs, other than those objective and milestones that the Company has previously announced or disclosed as having been completed or achieved.
| Business Objective / Milestone |
Status | Estimated Costs | Expenditures to Date |
| Construct a 100 MW green energy mining facility in Paraguay. | Construction of 100 MW at the Valenzuela Facility was completed November 10, 2025. Energization occurred September 2025, with full deployment expected by the end of calendar 2025. The Company anticipates a break-even period of approximately 750 days (as of June 1, 2025) on infrastructure and equipment investment. | $171 million(1) | $153.7 million(2) |
| Evaluate potential development of an 8 MW data center in Canada. | Ongoing, the Company is evaluating the acquisition and development of a new facility with an estimated cost of C$130 million. No guarantee of proceeding under current terms. | $130 million | nil |
| Upgrade HIVE Facilities located in Sweden, to Tier 3 HPC data centers. | Ongoing, the Company plans to upgrade the HIVE Facilities located in Sweden. | $26.5 million | $nil |
Notes:
|
(1) |
The Company estimates that it will cost an aggregate of $171 million to achieve this objective, as well as other objectives that the Company has completed, as previously announced or disclosed. |
|
(2) |
These figures reflect an aggregate of $133.3 million spent on this objective, as well as other objectives that the Company has completed, as previously announced or disclosed. |
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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CONSOLIDATED RESULTS OF OPERATIONS ON A QUARTERLY BASIS
| Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | ||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue from digital currency mining | $ | 82,073 | $ | 40,797 | $ | 28,148 | $ | 26,687 | $ | 20,765 | ||||||
| High performance computing hosting | 5,180 | 4,814 | 3,013 | 2,542 | 1,883 | |||||||||||
| 87,253 | 45,611 | 31,161 | 29,229 | 22,648 | ||||||||||||
| Operating and maintenance | (44,065 | ) | (28,983 | ) | (21,787 | ) | (23,465 | ) | (21,903 | ) | ||||||
| High performance computing service fees | (784 | ) | (809 | ) | (596 | ) | (487 | ) | (345 | ) | ||||||
| Depreciation | (38,292 | ) | (22,011 | ) | (17,967 | ) | (18,050 | ) | (15,379 | ) | ||||||
| 4,112 | (6,192 | ) | (9,189 | ) | (12,773 | ) | (14,979 | ) | ||||||||
| Gross operating margin | 42,404 | 15,819 | 8,778 | 5,277 | 400 | |||||||||||
| Gross operating margin % (1) | 49% | 35% | 28% | 18% | 2% | |||||||||||
| Gross margin % | 5% | (14%) | (29%) | (44%) | (66%) | |||||||||||
| Net realized and unrealized gains (losses) | ||||||||||||||||
| on digital currencies (2) | 4,553 | 23,161 | (26,416 | ) | 77,386 | 4,646 | ||||||||||
| General and administrative | (7,800 | ) | (5,750 | ) | (5,260 | ) | (4,564 | ) | (3,381 | ) | ||||||
| Foreign exchange gain (loss) | 601 | 2,872 | (1,046 | ) | (4,695 | ) | 1,786 | |||||||||
| Share based compensation | (5,472 | ) | (5,750 | ) | (4,639 | ) | (3,526 | ) | (2,234 | ) | ||||||
| Unrealized gain (loss) on investments | (8,282 | ) | 8,172 | (6,699 | ) | 9,651 | 8,383 | |||||||||
| Realized loss on investments | - | - | - | (311 | ) | - | ||||||||||
| Change in fair value of derivatives | (2,264 | ) | 16,436 | 2,028 | 489 | 520 | ||||||||||
| Provision on sales tax receivables | - | 1,367 | - | - | 966 | |||||||||||
| Gain on sale of mining assets | 48 | 1,312 | 2,060 | 6,924 | 5,190 | |||||||||||
| Other income (expenses) | 54 | 325 | (33 | ) | 122 | 131 | ||||||||||
| Finance expense | (328 | ) | (288 | ) | (596 | ) | (419 | ) | (630 | ) | ||||||
| Tax expense | (1,019 | ) | (649 | ) | (3,159 | ) | (123 | ) | (318 | ) | ||||||
| Net income (loss) from continuing operations | $ | (15,797 | ) | $ | 35,016 | $ | (52,949 | ) | $ | 68,161 | $ | 80 | ||||
| EBITDA (1) | $ | 23,842 | $ | 57,964 | $ | (31,227 | ) | $ | 86,753 | $ | 16,407 | |||||
| Adjusted EBITDA (1) | $ | 31,530 | $ | 44,599 | $ | (30,676 | ) | $ | 82,866 | $ | 11,965 |
(1) Non-GAAP measure. A reconciliation to its nearest US GAAP measures is provided under "Reconciliations of Non-GAAP Financial Performance Measures" below.
(2) Net realized and unrealized gains (losses) on digital currencies is calculated as the change in fair value (gain or loss) on the coin inventory, and the gain (loss) on the sale of digital currencies which is the net difference between the proceeds and the carrying value of the digital currency.
RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2024
Revenue:
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
Cost of sales:
Gross operating margin and gross margin:
Net realized and unrealized gains (losses) on digital currencies:
Other items:
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
CONSOLIDATED RESULTS OF OPERATIONS ON A PERIOD END BASIS
| Six months ended September 30, | ||||||
| (in thousands) | 2025 | 2024 | ||||
| Revenue from digital currency mining | $ | 122,870 | $ | 50,401 | ||
| High performance computing hosting | 9,994 | 4,488 | ||||
| 132,864 | 54,889 | |||||
| Operating and maintenance | (73,048) | (42,907) | ||||
| High performance computing service fees | (1,593) | (889) | ||||
| Depreciation | (60,303) | (28,473) | ||||
| (2,080) | (17,380) | |||||
| Gross operating margin | 58,223 | 11,093 | ||||
| Gross operating margin % (1) | 44% | 20% | ||||
| Gross margin % | (2%) | (32%) | ||||
| Net realized and unrealized gains (losses) on digital currencies (2) |
27,714 | (17,296) | ||||
| General and administrative | (13,550) | (6,824) | ||||
| Foreign exchange gain (loss) | 3,473 | 634 | ||||
| Share based compensation | (11,222) | (2,723) | ||||
| Unrealized gain on investments | (110) | 16,115 | ||||
| Change in fair value of derivatives | 14,172 | 1,135 | ||||
| Provision on sales tax receivables | 1,367 | 966 | ||||
| Gain on sale of mining assets | 1,360 | 9,509 | ||||
| Other income | 379 | 257 | ||||
| Finance expense | (616) | (1,275) | ||||
| Tax expense | (1,668) | (1,326) | ||||
| Net income (loss) from continuing operations | $ | 19,219 | (18,208) | |||
(1) Non-GAAP measure. A reconciliation to its nearest US GAAP measures is provided under "Reconciliations of Non-GAAP Financial Performance Measures" below.
(2) Net realized and unrealized gains (losses) on digital currencies is calculated as the change in fair value (gain or loss) on the coin inventory, and the gain (loss) on the sale of digital currencies which is the net difference between the proceeds and the carrying value of the digital currency.
RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 2024
Revenue:
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
Cost of sales:
Gross operating margin and gross margin:
Net realized and unrealized gains (losses) on digital currencies:
Other items:
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
CONSOLIDATED BALANCE SHEET
| September 30, | March 31, | |||||
| (in thousands) | 2025 | 2025 | ||||
| Cash | $ | 22,643 | $ | 23,375 | ||
| Amounts receivable and prepaids | 16,994 | 11,758 | ||||
| Investments | 25,658 | 24,136 | ||||
| Derivative asset | 47,015 | 1,300 | ||||
| Digital currencies | 24,364 | 181,146 | ||||
| Plant and equipment | 464,327 | 202,848 | ||||
| Long term receivable | 44,623 | 6,602 | ||||
| Deposits, net of provision | 42,735 | 74,887 | ||||
| Right of use asset | 4,612 | 5,546 | ||||
| TOTAL ASSETS | $ | 692,971 | $ | 531,598 | ||
| Accounts payable and accrued liabilities | $ | 31,187 | $ | 15,377 | ||
| Current portion of convertible loan - liability component | 1,436 | 1,871 | ||||
| Current portion of lease liability | 2,841 | 2,645 | ||||
| Acquisition loan payable | - | 31,000 | ||||
| Term loan | 2,857 | 3,558 | ||||
| Current portion of loans payable | 3,107 | 2,792 | ||||
| Warrant liability | 4,055 | 760 | ||||
| Current income tax liability | 8,131 | 7,954 | ||||
| Loans payable | 10,946 | 10,200 | ||||
| Lease liability | 1,963 | 3,095 | ||||
| Deferred tax liability | 1,849 | 3,209 | ||||
| TOTAL LIABILITIES | $ | 68,372 | $ | 82,461 |
The following is a summary of key balance sheet items:
Cash
Amounts receivable and prepaids
Investments
Digital currencies
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
Plant and equipment
Long term receivable
Derivative asset
Deposits
Right of use assets
Accounts payable and accrued liabilities
Term loan
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
Warrant liability
Acquisition loan payable
Current income tax liability
Convertible loan
Loans payable
Lease liability
Deferred tax liability
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
SUMMARY OF QUARTERLY RESULTS
The following tables summarize the Company's financial information for the last eight quarters in accordance with US GAAP:
| REVISED | REVISED | |||||||||||
| Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | |||||||||
| (in thousands, except share amounts) | $ | $ | $ | $ | ||||||||
| Revenue | 87,253 | 45,611 | 31,161 | 29,229 | ||||||||
| Net (loss) income | (15,797 | ) | 35,016 | (52,949 | ) | 68,161 | ||||||
| Basic (loss) income per share | (0.07 | ) | 0.19 | (0.34 | ) | 0.53 | ||||||
| Diluted (loss) income per share | (0.07 | ) | 0.18 | (0.34 | ) | 0.52 |
| REVISED | REVISED | REVISED | REVISED | |||||||||
| Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | |||||||||
| (in thousands, except share amounts) | $ | $ | $ | $ | ||||||||
| Revenue | 22,648 | 32,241 | 36,881 | 31,252 | ||||||||
| Net income (loss) | 80 | (18,288 | ) | 54,476 | 12,546 | |||||||
| Basic income (loss) per share | 0.00 | (0.17 | ) | 0.55 | 0.14 | |||||||
| Diluted income (loss) per share | 0.00 | (0.17 | ) | 0.55 | 0.14 |
LIQUIDITY AND CAPITAL RESOURCES
The Company commenced earning revenue from digital currency mining in mid-September 2017. The Company has been reliant on external financing to take advantage of growth opportunities while preserving its cryptocurrency assets. The Company's success is dependent on the Company's ability to efficiently mine and liquidate digital currencies and its profitability in its HPC business revenue stream.
As at September 30, 2025, the Company had a working capital balance of $83.1 million (March 31, 2025 - $175.8 million) and has sufficient cash to fund its current operating and administrative costs.
The net change in the Company's cash position as at September 30, 2025 as compared to March 31, 2025 was an increase of $0.7 million as a result of the following cash flows:
As at September 30, 2025, the contractual maturities of financial and other liabilities, including estimated interest payments, are as follows:
| (in thousands) | Contractual cash flows |
within 1 year | 1 to 3 years | 3 to 5 years | 5+ years | ||||||||||
| Accounts payable | $ | 20,973 | $ | 20,973 | $ | - | $ | - | $ | - | |||||
| Term loan | 2,857 | 2,857 | - | - | - | ||||||||||
| Convertible loan | 1,634 | 1,634 | - | - | - | ||||||||||
| Lease commitments | 5,088 | 3,035 | 2,050 | 3 | - | ||||||||||
| Loans payable and interest | 15,843 | 3,083 | 2,813 | 2,683 | 7,264 | ||||||||||
| Total | $ | 46,395 | $ | 31,582 | $ | 4,863 | $ | 2,686 | $ | 7,264 |
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
DIVIDENDS
The Company has never paid dividends. Payment of future dividends, if any, will be at the discretion of the Company's Board of Directors after taking into account many factors, including operating results, financial condition, and current and anticipated cash needs. All of the common shares in the capital of Company would be entitled to an equal share in any dividends declared and paid on a per share basis.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.
OUTSTANDING SHARE DATA
At September 30, 2025 and at the date of this report, the following securities were outstanding:
| September 30, | Date of this | Exercise price | |
| Total Outstanding as of: | 2025 | report: | range: |
| Shares outstanding | 236,817,495 | 237,711,998 | |
| Restricted Share Units | 11,389,971 | 14,029,871 | |
| Stock options | 2,711,300 | 2,636,200 | C$1.35 - C$25.35 |
| Warrants | 3,220,000 | 3,004,375 | C$5.00 - C$6.00 |
RECONCILIATIONS OF NON-GAAP FINANCIAL PERFORMANCE MEASURES
The Company has presented certain non-GAAP measures in this report. The Company believes that these measures, while not a substitute for measures of performance prepared in accordance with US GAAP, provide investors an improved ability to evaluate the underlying performance of the Company. These measures do not have any standardized meaning prescribed under US GAAP and therefore may not be comparable to other issuers.
Gross Operating Margin
The Company believes that, in addition to conventional measures prepared in accordance with US GAAP, it is helpful to investors to use the gross operating margin to evaluate the Company's performance and its ability to generate cash flows and service debt. The gross operating margin is defined as total revenue less direct cash costs, being operating and maintenance costs and high performance computing service fees. Accordingly, this measure does not have a standard meaning and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP.
The following table provides illustration of the calculation of the gross operating margin for the last five quarters:
| Calculation of Gross Operating Margin: (in thousands) |
Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | ||||||||||
| Revenue (1) | $ | 87,253 | $ | 45,611 | $ | 31,161 | $ | 29,229 | $ | 22,648 | |||||
| Less: | |||||||||||||||
| Operating and maintenance costs: | (44,065 | ) | (28,983 | ) | (21,787 | ) | (23,465 | ) | (21,903 | ) | |||||
| HPC service fees: | (784 | ) | (809 | ) | (596 | ) | (487 | ) | (345 | ) | |||||
| Gross Operating Margin | $ | 42,404 | $ | 15,819 | $ | 8,778 | $ | 5,277 | $ | 400 | |||||
| Gross Operating Margin % | 49% | 35% | 28% | 18% | 2% |
(1) As presented on the statements of (loss) income and comprehensive income (loss).
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
Gross Mining Margin
The Company believes that, in addition to conventional measures prepared in accordance with US GAAP, it is helpful to investors to use the gross mining margin to evaluate the Company's performance and its ability to generate cash flows and service debt. The gross mining margin is defined as revenue from digital currency mining less direct cash costs, being operating and maintenance costs related to these activities. Accordingly, this measure does not have a standard meaning and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP.
Gross mining margin is directly impacted by Bitcoin price and Bitcoin network Difficulty (which are both publicly available statistics). The Difficulty is an integer value that is proportional to the number of hashes required to solve a block. Revenue is directly proportional to Bitcoin price, and inversely proportional to Difficulty.
The following table provides illustration of the calculation of the gross mining margin for the last five quarters:
| Calculation of Gross Mining Margin: (in thousands) |
Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | ||||||||||
| Revenue from digital currency mining | $ | 82,073 | $ | 40,797 | $ | 28,148 | $ | 26,687 | $ | 20,765 | |||||
| Less: | |||||||||||||||
| Mining operating and maintenance costs | (42,076 | ) | (26,843 | ) | (20,195 | ) | (21,837 | ) | (20,416 | ) | |||||
| Gross Mining Margin | $ | 39,997 | $ | 13,954 | $ | 7,953 | $ | 4,850 | $ | 349 | |||||
| Gross Mining Margin % | 49% | 34% | 28% | 18% | 2% |
Gross Compute Margin
The Company believes that, in addition to conventional measures prepared in accordance with US GAAP, it is helpful to investors to use the gross HPC margin to evaluate the Company's performance and its ability to generate cash flows and service debt for its HPC business. The gross HPC margin is defined as revenue from high performance computing hosting less direct cash costs, being operating and maintenance costs related to these activities and high performance computing service fees. Accordingly, this measure does not have a standard meaning and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP.
The following table provides illustration of the calculation of the gross HPC margin for the last five quarters:
| Calculation of Gross HPC Margin:(in thousands) | Q2 2026 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | ||||||||||
| High performance computing hosting | $ | 5,180 | $ | 4,814 | $ | 3,013 | $ | 2,542 | $ | 1,883 | |||||
| Less: | |||||||||||||||
| HPC operating and maintenance costs: | (1,989 | ) | (2,140 | ) | (1,592 | ) | (1,628 | ) | (1,487 | ) | |||||
| HPC service fees: | (784 | ) | (809 | ) | (596 | ) | (487 | ) | (345 | ) | |||||
| Gross HPC Margin | $ | 2,407 | $ | 1,865 | $ | 825 | $ | 427 | $ | 51 | |||||
| Gross HPC Margin % | 46% | 39% | 27% | 17% | 3% |
EBITDA & Adjusted EBITDA
The Company uses EBITDA and Adjusted EBITDA as a metric that is useful for assessing its operating performance on a cash basis before the impact of non-cash items and acquisition related activities.
EBITDA is net income or loss from operations, as reported in profit and loss, before finance income and expense, tax and depreciation and amortization.
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
Adjusted EBITDA is EBITDA adjusted for by removing other non-cash items, including share-based compensation, finance expense, depreciation and one-time transactions.
The following table provides illustration of the calculation of EBITDA and Adjusted EBITDA for the last five quarters:
| Calculation of EBITDA & Adjusted EBITDA: | REVISED | REVISED | |||||||||||||
| (in thousands) | Q2 2026 | Q1 2026 | Q4 F2025 | Q3 F2025 | Q2 F2025 | ||||||||||
| Net income (loss) (1) | (15,797) | 35,016 | (52,949) | 68,161 | 80 | ||||||||||
| Add the impact of the following: | |||||||||||||||
| Finance expense | 328 | 288 | 596 | 419 | 630 | ||||||||||
| Depreciation | 38,292 | 22,011 | 17,967 | 18,050 | 15,379 | ||||||||||
| Tax expense | 1,019 | 649 | 3,159 | 123 | 318 | ||||||||||
| EBITDA | 23,842 | 57,964 | (31,227 | ) | 86,753 | 16,407 | |||||||||
| Change in fair value of derivatives | 2,264 | (16,436 | ) | (2,028 | ) | (489 | ) | (520 | ) | ||||||
| Provision on sales tax receivables | - | (1,367 | ) | - | - | (966 | ) | ||||||||
| Gain on sale of mining assets | (48 | ) | (1,312 | ) | (2,060 | ) | (6,924 | ) | (5,190 | ) | |||||
| Share-based compensation | 5,472 | 5,750 | 4,639 | 3,526 | 2,234 | ||||||||||
| Adjusted EBITDA | 31,530 | 44,599 | (30,676 | ) | 82,866 | 11,965 |
(1) As presented on the statements of (loss) income and comprehensive income (loss).
RELATED PARTY TRANSACTIONS
The Company entered into the following related party transactions not otherwise disclosed in the consolidated financial statements:
(a) As at September 30, 2025, the Company had $0.4 million (March 31, 2025 - $0.3 million due to a director and officers) due to a director and officers for the reimbursement of expenses included in accounts payable and accrued liabilities.
(b) As at September 30, 2025, the Company had $nil (March 31, 2025 - $nil) due to a company controlled by a director of the Company included in accounts payable and accrued liabilities. For the three and six month period ended September 30, 2025, the Company paid $153 and $234, respectively (September 30, 2024 - $98 and $162, respectively) to this company for marketing services.
Key Management Compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
For the three and six month period ended September 30, 2025, key management compensation includes salaries and wages paid to key management personnel and directors of $0.6 million and $1 million, respectively (September 30, 2024 - $0.3 million and $0.6 million, respectively) and share-based payments of $2.8 million and $5.8 million, respectively (September 30, 2024 - $1.2 million and $1.5 million).
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company has prepared the consolidated financial statements in accordance with US GAAP. Significant accounting policies are described in Note 3 of the Company's financial statements as at and for the year ended March 31, 2025.
|
HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
|
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.
The Company's significant estimates and judgements are detailed in Note 2 to the consolidated financial statements for the year ended March 31, 2025.
DIGITAL CURRENCY AND RISK MANAGEMENT
Digital currencies are measured using level two fair values, determined by taking the rate from quoted price from the exchanges which the Company most frequently uses, with no adjustment.
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its coin sales or future mining of digital currencies.
Digital currencies have a limited history and their fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company's digital currencies currently mainly consist of Bitcoin. The table below shows the impact for every 5% variance in the price of Bitcoin on the Company's earnings before tax, based on the closing price as at September 30, 2025.
| (in thousands) |
Impact of 5% variance in price |
||
| Bitcoin | $ | 1,192 |
RISKS AND UNCERTAINTIES
The Company faces multiple risks that are related to both the general cryptocurrency business as well as the Company's business model. The risk factors described below summarize and supplement the risk factors contained in the Company's continuous disclosure filings including under the heading "Risk Factors" in the Company's annual information form for the year ended March 31, 2025, and this MD&A, all of which are available on SEDAR+ at www.sedarplus.ca and on the SEC's EDGAR system at www.SEC.gov/EDGAR, and should be read in conjunction with the more detailed risk factors outlined therein. These risk factors are not a definitive list of all risk factors associated with an investment in the Company or in connection with its operations. Additional risks and uncertainties not presently known to the Company, or that are currently deemed immaterial, may also impair operations. If any such risks occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected.
Currently, HIVE is a foreign private issuer (as such term is defined under Rule 405 of the U.S. Securities Act of 1933, as amended). The determination of foreign private issuer status is made annually on the last business day of our most recently completed second fiscal quarter. As of our most recent determination date, September 30, 2025, and we have determined no longer meet the foreign private issuer definition. As of September 30, 2025, we did not meet the requirements for eligibility as a foreign private issuer. Accordingly, beginning with our next fiscal year, we will be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers, including the filing of annual, periodic and current reports on Forms 10-K, 10-Q and 8-K, respectively. Compliance with these requirements could result in significant additional cost and expense. For additional information annual information form for the year ended March 31, 2025 see “Risk factors- Risks related to our status as a foreign private issuer” in our Annual Report for additional information.
The Company is exposed to risk related to the volatility/momentum pricing of any digital currency mined by the Company and held in inventory. Wide fluctuations in price, speculation, negative media coverage (highlighting for example, financial scandals related to crypto exchanges, regulatory actions and lawsuits against industry participants) and downward pricing may adversely affect investor confidence, and ultimately, the value of the Company's digital currency inventory which may have a material adverse affect on the Company, including an adverse effect on the Company's profitability from current operations. The Company currently holds Bitcoin primarily. Other coins that we mined using our GPU-based systems yield mining rewards in those cryptocurrencies, however, those coins were regularly exchanged for Bitcoin. As a result, the Company is more exposed to volatility in the Bitcoin market.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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The Company may also be exposed to volatility in the cryptocurrency industry generally, including in sectors of the crypto industry that do not directly apply to the Company's mining business but that are integral to the cryptocurrency industry as a whole. Negative developments in any aspect of the crypto industry, including trading platforms, individual coins and exposure of scams, appear to affect the market perception of the industry as a whole. As a result, the value of our stock and our Bitcoin assets may be subject to greater volatility stemming from industry developments not directly related to our mining business.
Regulatory action, particularly in the United States, may negatively affect the value of Bitcoin, which is the focus of our mining operations. Enforcement actions by the SEC or other regulators against trading platforms and exchanges may indirectly negatively affect the Company if these actions have the effect of limiting access to Bitcoin.
The Company currently has operations in Canada, Sweden and Paraguay and faces geopolitical risks. Geopolitical risk is the wide array of risks associated with conflict or tensions between states as well as events or trends with global or international dimensions that increase risks for the operations of companies. The Company's business and financial operations are susceptible to regional and global economic, geopolitical and regulatory changes. Geopolitical risk may lead to increased volatility in the global capital and energy markets, difficulty in conducting business in certain geographies, an increased threat of targeted cyber-attacks, and has the potential to introduce reputational risk. More broadly, the future of global trade remains uncertain, as countries look to decrease reliance on the global supply chain and nations with differing values. Increased protectionism and economic nationalism could reshape global alliances and financial systems as the supply of critical goods of economic and national importance (e.g., energy, critical minerals, semiconductors) remains one of the top priorities of governments. The Company continues to monitor these and other developments, and will assess the implications on its business.
The Company is also at risk due to the volatility of network hashrates (and lag between network hashrate and underlying cryptocurrency pricing), which may have an adverse effect on the Company's costs of mining. Failing to grow the Company's hashrate may result in failing to compete, and operations and revenue could suffer.
A key factor in the Company's profitability of its mining operations is the cost of electricity in the regions where the Company has mining operations. Energy costs generally are subject to government regulation, natural occurrences (including weather) and local supply and demand for energy. The availability and pricing of energy may be negatively affected by governmental or regulatory changes in energy policies in the countries and Provinces where we operate. In addition, the Company is exposed to negative impacts of changes in tax policy, such as, but not limited to, being precluded from claiming deductions for back input taxes or other specific taxes imposed on cryptocurrency mining, as well as risks of losing any existing energy rebates or tax rebates across all jurisdictions.
In particular, the Russian invasion of Ukraine which began on February 24, 2022, is affecting the supply of oil and natural gas in Europe. While it is impossible to predict what ongoing affect the war in Ukraine could have on the Company's operations in Sweden, our energy pricing is currently buffered partially by our ability to enter into forward energy agreements for the purchase of electricity. Our Swedish owned and leased datacenters provided capacity of approximately 44.3 MW of renewable hydroelectric energy, which represents approximately 10% of our total global overall hydroelectric and geothermal energy.
The ability of the Company to secure any required financing to sustain operations and expansion plans will depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Company will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to management. The Company's ability to utilize any at-the-market offering program (each, an "ATM Program") and the prices at which securities may be sold in each such ATM Program, as well as capital market conditions in general are not assured and there is share dilution resulting from an ATM Program and from other equity issuances. In general, volatile securities markets impacting security pricing unrelated to operating performance are unknown and are major factors in obtaining capital on terms which are economic or at all.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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As a measure of security against hackers, the Company holds its Bitcoin in segregated, secure storage wallets, maintained by Fireblocks and Bank Frick (collectively, the "Custodians"), leading providers of crypto asset secure storage and management, that specialize in securely storing cryptocurrencies. HIVE has not pledged or staked our Bitcoin assets as collateral against debt or other obligations of any kind. HIVE's Bitcoin is not stored on any exchange. HIVE's Bitcoin is never "staked" for mining purposes (See our definition of "Proof-of-Stake") or loaned to any third party.
Notwithstanding our proactive arrangements to protect our Bitcoin from hackers, there is no guarantee that our security measures, or the security measures of the Custodians, will be effective. Cybersecurity is a challenge for the Bitcoin blockchain, cryptocurrencies in general and financial systems worldwide. The threat is magnified by the presence of state-sponsored criminals. While it is believed that historically state-sponsored criminal activity has been directed away from financial industry targets, there is no assurance that this tendency will continue. In addition, the lack of regulatory structure applicable to blockchains may make them more targetable.
The Company may not be able to access or liquidate its digital currency inventory at economic values, or, if one or more of our storage solutions fails or is compromised. In addition, due to the relative newness of the cryptocurrency industry and the regulatory environment in which conventional financial service providers operate, the Company may have restricted access to services available to more mainstream businesses (for example, banking services). The general acceptance and use of digital currencies may never gain widespread or significant acceptance in the broader financial services industry, which may materially adversely affect the value of the Company's digital currency inventory and the Company's long-term prospects.
From time to time, we liquidate BTC in order to generate cash for working capital. For brief periods, our Bitcoin must be transferred to an exchange in order to facilitate the sale. During such times when our BTC, or the cash proceeds of our BTC, is held by an exchange, there is risk related to the exchange, itself. A financial failure by the exchange could result in our losing some or all of the BTC and/or cash that is held by the exchange at the time of the failure. The Company makes best efforts to transact using exchanges that are most reliable and financially secure, however, there remains a risk of an exchange failure at a time when the Company's assets are in the exchange's custody.
There is also a risk that the Company could be negatively affected by a Bitcoin halving event. Halving is a process designed to control the overall supply and reduce the risk of inflation in Bitcoin. At a predetermined block, the mining reward is cut in half. The Bitcoin blockchain has undergone four Halvings since its inception. Most recently, in April 2024, the Bitcoin Block Reward decreased from 6.25 BTC to 3.125 BTC per block and, consequently, the number of new Bitcoin issued to miners as a subsidy decreased from 900 per day to 450 per day, excluding transaction fees. Thus, while Halvings may thus have a significant negative short- to medium-term impact on miners such as the Company, it is expected that market variables of Bitcoin price will adjust over time to ensure that mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. A Bitcoin Halving is scheduled to occur once every 210,000 blocks, or roughly every four years, until the total amount of Bitcoin rewards issued reaches 21 million, which is expected to occur around 2140. The next Bitcoin Halving is expected to occur in April 2028. While Bitcoin prices have had a history of price fluctuations around Bitcoin Halvings, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. If Bitcoin price and difficulty do not maintain or continue their trend of adjusting to pre-Bitcoin halving profitability levels over time, or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Company unprofitable for a sustained time period such that it could be unable to continue as a going concern. In addition, the open-source structure of the Bitcoin network protocol means the developers to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the Bitcoin network and an investment in our securities.
The Company also faces risk relating to the impact of the timing and exchange rate fluctuations resulting from the remittance and receipt back of value added taxes where applicable, as well as risks related to the imposition and quantum of value added taxes in jurisdictions where the Company operates. Due to the newness of the industry, there exists the possibility that the tax treatment of digital currencies becomes less favourable, which could have a material adverse effect on the Company.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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The Company may be required to sell its digital currency inventory (principally Bitcoin) in order to pay for its ongoing expenses. In particular, such expenses could include contractual obligations for equipment purchases and the cost of maintaining the Company's facilities. Such sales of our cryptocurrency assets may not be available at economic values. The sale of our digital currency assets to pay expenses may reduce the attractiveness of the Company as an investment, which would negatively impact our share price.
In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those in cryptocurrency-focused businesses and those considered development stage companies (such as the Company), have experienced wide fluctuations in price. The market price of the Company's common shares fluctuates significantly in response to a number of factors, most of which the Company cannot control and many of which have not necessarily been related to the operating performance, underlying asset values or prospects of the Company. In addition, the price of cryptocurrency mining equipment is volatile and subject to severe swings as well as risks related to the concentration of manufacturing to only a few suppliers. This exposes to the company to the capital costs of ongoing equipment upgrades as cryptocurrency mining equipment and other necessary hardware are subject to malfunction, technological obsolescence and physical degradation.
Given the relative novelty of digital currency mining and associated businesses as compared with traditional industry sectors, historical data required by insurance carriers and designers of insurance products is insufficient. As a result, insurance covering crypto assets is generally not available, or uneconomical for the Company to obtain. Consequently, we may have inadequate insurance coverage as compared to companies in traditional long-standing industries. While the Company takes measures to mitigate against losses of physical equipment, facility damage and mined digital currency held in inventory, our insurance may be inadequate to cover such losses, especially the loss of digital currency. In particular, we may be unduly exposed to loss as a result of cybercrime (hacking).
In terms of regulatory risks, governments may take action in the future that prohibit or restrict the right to acquire, own, hold, sell, use, mine or trade digital currencies or exchange digital currencies for fiat currency. Such restrictions, while impossible to predict, could result in the Company liquidating its digital currencies inventory at unfavorable prices or constricting its mining operations or even relocating its operations to friendlier jurisdictions which may entail additional security risks. The Company may liquidate a portion of its digital currency inventory, partially, to mitigate the aforementioned risk.
The Company also has risks associated with the continually evolving tax and regulatory environments in the countries where we operate, as described more fully in this report. Any final decisions by tax or regulatory agencies with jurisdiction over the Company may have a material adverse impact on the Company's financial position and operations.
Some jurisdictions have taken steps to limit or disallow entirely the use of fossil fuels to generate energy for cryptocurrency mining. Some jurisdictions have indicated that in the event their electrical grids are over-taxed by demand for electricity, allocation of power to cryptocurrency mining would be one of the first allocations to be curtailed or eliminated during such periods of high demand. While the Company's facilities are located in jurisdictions that have historically been friendly to crypto mining and have adequately robust electrical grids, there is no assurance that such policies will continue. We note an increased preponderance of anti-crypto and anti-crypto-mining sentiment in many jurisdictions. In particular, the political environment in some jurisdictions may be subject to change as aging electrical grids are called upon to carry more electricity to meet seasonal demands and evolving demands related to the growth in electric vehicles increase in significance. Due to the fact that cryptocurrency mining is an energy-intensive undertaking, as a result grid operators and regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, increase taxes on the purchase of electricity used to mine Bitcoin, or even fully or partially ban mining operations.
To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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The Company is developing a high performance computing (HPC) business segment. The continued development of existing and planned facilities is subject to various factors, and may be delayed or adversely affected by such factors beyond the Company's control, including delays in the delivery or installation of equipment by suppliers, difficulties in integrating new equipment into existing infrastructure, shortages in materials or labour, defects in design or construction, diversion of management resources, insufficient funding, or other resource constraints. Actual costs for development may exceed the Company's planned budget. Delays, cost overruns, changes in market circumstances and other factors may result in different outcomes than those intended. In addition, to remain competitive, the Company will continue to invest in hardware and equipment at its facilities required for maintaining the Company's HPC activities. Should competitors introduce new services/software embodying new technologies, the Company recognizes its hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment. There can be no assurance that HPC hardware will be readily available when the need is identified.
The Company cautions that global uncertainty with respect to the worldwide outbreak of a contagious diseases or viruses such as COVID-19 virus and their effect on the broader global economy continues to be a concern. Future rapid spread of contagious diseases may have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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CAUTION REGARDING FORWARD LOOKING INFORMATION
This Management Discussion and Analysis contains certain "forward-looking information" within the meaning of Canadian and United States securities legislation. Forward-looking information is based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Forward-looking information in this Management Discussion and Analysis includes information about the Company's use and profitability of the Company's computing power; plans for growth and scaling up strategies; development of a new high performance computing business, the Company's strategic partnerships; the cost of energy in each of the jurisdictions where we conduct mining operations; potential and existing regulation of the availability of electricity; potential regulatory developments, the Company's strategy to acquire, develop and operate data centers and potential alternative computing services; expected mining capacity; the Company's plans to manage its data centers and trading operations from Bermuda; the value of the Company's digital currency inventory; projected growth and estimates for the high performance computing business, the overall business goals and objectives of the Company, and other forward-looking information including but not limited to information concerning the intentions, plans and future actions of the Company.
The forward-looking information in this Management Discussion and Analysis reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this Management Discussion and Analysis, historical prices of digital currencies; electricity pricing; the ability of the Company to mine digital currencies in an environment consistent with historical prices; and that there will be no regulation or law that will prevent the Company from operating its business as it currently is operated. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
This Management Discussion and Analysis also contains a "financial outlook" in the form of gross operating margins, which are intended to provide additional information only and may not be an appropriate or accurate predictions of future performance and should not be used as such. The gross operating margins disclosed in this Management Discussion and Analysis are based upon management's best estimates but are inherently speculative and there is no guarantee that such assumptions and estimates will prove to be correct.
Risk factors that could cause future results to differ materially from those anticipated in these forward-looking statements and financial outlook are described in the "Risk Factors" section contained in this Management Discussion and Analysis, and the Risk Factors contained the Company's various filings on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov/EDGAR). Readers are cautioned not to place undue reliance on forward-looking information or financial outlook, which speak only as of the date hereof or thereof. We undertake no obligation to publicly release the results of any revisions to forward-looking information or financial outlook that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events except as required by law.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Disclosure Controls and Procedures
Management of the Company, under the supervision of the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company, have designed, or caused to be designed under their supervision, disclosure controls and procedures ("DC&P"), to provide reasonable assurance that:
i) material information relating to the Company is made known to them by others, particularly during the period in which the Annual Filings were prepared; and
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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ii) information required to be disclosed by the Company in the Annual Filings, interim filings or other reports filed or submitted by the Company under securities legislation was recorded, processed, summarized and reported within the time periods specified in securities legislation.
Management, under the supervision of the Company's CEO and CFO, evaluated, or caused to be evaluated, the effectiveness of the Company's DC&P as defined in National Instrument 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings as of March 31, 2025, and concluded that such DC&P were effective.
Internal control over financial reporting
Management, under the supervision of the CEO and CFO, is also responsible for establishing and maintaining adequate internal controls over financial reporting ("ICFR"). Management, under the supervision of the CEO and CFO, have designed, or caused to be designed under their supervision, ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.
Management, under the supervision of the CEO and CFO of the Company, have evaluated the effectiveness of its ICFR as defined in National Instruments 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings. The control framework used for this evaluation was the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission Management, under the supervision of the Company's CEO and CFO, concluded that, as of March 31, 2025, the ICFR were effective and had no material weakness.
Changes in internal control over financial reporting
There were no changes in the Company's ICFR that materially affected, or were reasonably likely to materially affect, the Company's ICFR during the period beginning on April 1, 2025 and ended September 30, 2025.
Going forward, we are working to accelerate the response time to our requests to some of our departments for disclosure- related information. In response to various routine tax assessments and inquiries from the CRA, we are commencing a search for an expert in this field to provide additional support to the accounting and reporting team.
Limitation of DC&P and ICFR
All control systems contain inherent limitations, no matter how well designed. As a result, the Company's management acknowledges that its internal control over financial reporting will not prevent or detect all misstatements due to error or fraud. In addition, management's evaluation of controls can provide only reasonable, not absolute, assurance that all control issues that may result in material misstatements, if any, have been detected.
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/EDGAR.
FURTHER INFORMATION
Additional information relating to the Company, including filings that the Company has made and may make in the future with applicable securities authorities, may be found on or through SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov/EDGAR or the Company's website at www.hivedigitaltechnologies.com. Additional information, including directors' and officers' remuneration and indebtedness, principal holders of Company's securities and securities authorized for issuance under equity compensation plans, is also contained in the Company's most recent management information circular for the most recent annual meeting of Shareholders of the Company. In addition to press releases, securities filings and public conference calls and webcasts, the Company intends to use its investor relations page on its website as a means of disclosing material information to its investors and others and for complying with its disclosure obligations under applicable securities laws. Accordingly, investors and others should monitor the website in addition to following the Company's press releases, securities filings, and public conference calls and webcasts. This list may be updated from time to time.
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HIVE Digital Technologies Ltd. For the period ended September 30, 2025 (Expressed in US Dollars unless otherwise indicated) |
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SUBSEQUENT EVENTS
Subsequent to the period ended September 30, 2025, the Company issued 81,000 common shares under the RSU plan upon the exercise of restricted share units.
Subsequent to the period ended September 30, 2025, the Company issued 522,778 Amended October 2024 ATM Shares pursuant to the Amended October 2024 ATM Equity Program for gross proceeds of $2 million. The Amended October 2024 ATM shares were sold at prevailing market prices, for an average price per Amended October 2024 ATM Share of $3.79 (C$5.27). Pursuant to the Amended October 2024 Equity Distribution Agreement, a cash commission of $51 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Amended October 2024 Equity Distribution Agreement.
Subsequent to the period ended September 30, 2025, the Company issued 75,100 common shares for total proceeds of C$449 pursuant to the exercise of 55,100 options at a price of C$5.66 per stock option and 20,000 options at a price of C$6.86 per stock option.
Subsequent to the period ended September 30, 2025, the Company issued 215,625 common shares for total proceeds of C$1.1 million pursuant to the exercise of 215,625 broker warrants at a price of C$5 per warrant.
On October 31, 2025, the Company granted 2,720,900 RSU to certain employees, officers, directors and eligible consultants of the Company with a fair value of C$7.73 per share and vesting on October 31, 2026.
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
INTERIM CERTIFICATE
I, Aydin Kilic, Chief Executive Officer of HIVE Digital Technologies Ltd., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of HIVE Digital Technologies Ltd. (the "issuer") for the interim period ended September 30, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings:
a. designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
i. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b. designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2025 and ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
DATED the 14th day of November, 2025.
| /s/ Aydin Kilic | |
| Aydin Kilic Chief Executive Officer |
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
INTERIM CERTIFICATE
I, Darcy Daubaras, Chief Financial Officer of HIVE Digital Technologies Ltd., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of HIVE Digital Technologies Ltd. (the "issuer") for the interim period ended September 30, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings:
a. designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
i. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b. designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2025 and ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
DATED the 14th day of November, 2025.
| /s/ Darcy Daubaras | |
| Darcy Daubaras Chief Financial Officer |
