Mr. Frank Holmes reports

HIVE DIGITAL ANNOUNCES CLOSING OF $28.75 MILLION BOUGHT DEAL PRIVATE PLACEMENT FINANCING TO "HODL" OUR BITCOIN PRODUCTION AND EXPAND GREEN MINING FOOTPRINT

Hive Digital Technologies Ltd. has closed the previously announced bought deal private placement of five million special warrants at a price of $5 per special warrant for aggregate gross proceeds to the company of $25-million, with Stifel Canada and Canaccord Genuity Corp., acting as co-lead underwriters and joint bookrunners.

In connection with the closing of the offering, the underwriters elected to fully exercise the option granted to them by the company to increase the size of the offering by an additional 15 per cent of the special warrants sold under the offering, for an additional 750,000 special warrants. As a result, the offering consisted of the sale of an aggregate 5.75 million special warrants for aggregate gross proceeds of $28.75-million. The special warrants and the underlying units (defined below) are subject to a statutory hold period of four months and one day in accordance with applicable securities laws. The completion of the offering will be subject to receipt of all necessary regulatory and corporate approvals or consents.

Each special warrant entitles the holder thereof to receive, subject to adjustment in certain circumstances and the penalty provision (as defined below), and without payment of additional consideration, one unit of the company upon the exercise or deemed exercise of each special warrant. Each unit shall consist of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the company at a price of $6 per warrant share until Dec. 28, 2026. The special warrants will be exercisable by the holders thereof at any time for no additional consideration. All unexercised special warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of:

1. The second business day following the date on which a final receipt is obtained from the British Columbia Securities Commission (the BCSC), as principal regulator and on behalf of the Ontario Securities Commission, for a (final) short form prospectus qualifying the distribution of the unit shares and warrants to be issued upon exercise of the special warrants (the qualification date);
2. 4:59 p.m. (Toronto time) on April 29, 2024, being the date which is four months and a day following Dec. 28, 2023 (the qualification deadline).

In the event the qualification date has not occurred on or before Feb. 9, 2024 (the penalty date), each outstanding special warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise of each special warrant, for no additional consideration, 1.1 units (the penalty provision).

The company anticipates the net proceeds of the offering will be used to support the growth of its bitcoin mining footprint, as well as for working capital and general corporate purposes. Hive also anticipates being able to HODL all its bitcoin until the coming halving.

In consideration for their services, the underwriters received a cash commission equal to 6 per cent of the gross proceeds of the offering plus that number of broker warrants as is equal to 6 per cent of the aggregate number of special warrants issued pursuant to the offering, with each such broker warrant entitling the holder to acquire one common share at a price of $5 per common share until Dec. 28, 2026.

About Hive Digital Technologies Ltd.

Hive Digital Technologies went public in 2017 as the first cryptocurrency mining company listed for trading on the TSX Venture Exchange with a sustainable green energy focus.

Hive is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, it is building a bridge between the digital currency and blockchain sector and traditional capital markets. Hive owns state-of-the-art, green-energy-powered data centre facilities in Canada, Sweden and Iceland, where it endeavours to source green energy to mine digital assets such as bitcoin on the cloud. Since the beginning of 2021, Hive has held in secure storage the majority of its treasury of ethereum and bitcoin derived from mining rewards. Its shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of bitcoin. Because Hive also owns hard assets such as data centres and advanced multiuse servers, it believes its shares offer investors an attractive way to gain exposure to the cryptocurrency space.

We seek Safe Harbor.