Mr. Frank Holmes reports

HIVE DIGITAL ANNOUNCES PRIVATE OFFERING OF US$75 MILLION OF EXCHANGEABLE SENIOR NOTES DUE 2031

Hive Bermuda 2026 Ltd., Hive Digital Technologies Ltd.'s wholly owned subsidiary, intends to offer, subject to market conditions and other factors, $75-million (U.S.) aggregate principal amount of 0 per cent exchangeable senior notes due 2031 in a private offering to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended. The issuer also expects to grant the initial purchasers of the notes an option, exercisable within a period of 13 days from and including the date the notes are first issued, to purchase up to an additional $15-million (U.S.) aggregate principal amount of notes.

The notes will be exchangeable under certain conditions. The issuer will settle exchanges by paying or delivering, as the case may be, cash, common shares of Hive, or a combination of cash and common shares, at the issuer's election. The initial exchange rate and other terms of the notes will be determined at the time of pricing of the offering. The notes will not bear regular interest and the principal amount of the notes will not accrete.

The notes will be general unsecured obligations of the issuer. The issuer's obligations under the notes will be fully and unconditionally guaranteed on a senior unsecured basis by Hive.

The issuer intends to use the net proceeds from the offering to subscribe for shares of one or more of Hive's direct or indirect subsidiaries, which in turn will use such proceeds for general corporate purposes, capital investment (including, but not limited to, the purchase of graphics processing units) and data centre development. Hive intends to finance capped call transactions (as described below) using cash on hand and the issuer may use a portion of the net proceeds to reimburse Hive for the cost of the capped call transactions. If the initial purchasers exercise the option, the issuer expects to use the net proceeds from the sale of the additional notes: (i) to subscribe for shares of one or more of Hive's direct or indirect subsidiaries, which in turn will use such proceeds for general corporate purposes, capital investment (as described above) and data centre development; and (ii) to reimburse Hive for the cost of entering into additional capped call transactions, as described below.

In connection with the offering, the company expects to enter into privately negotiated cash-settled capped call transactions with one or more financial institutions. The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of common shares that will initially underlie the notes, assuming the initial purchasers do not exercise the option.

The capped call transactions are expected generally to reduce potential economic dilution of the common shares upon exchange of any notes and/or offset any cash payments the company could be required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise the option, the company expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, the company expects the option counterparties or their respective affiliates to purchase common shares and/or enter into various derivative transactions with respect to the common shares concurrently with or shortly after the pricing of the notes, and such option counterparties or their respective affiliates may unwind these various derivative transactions and/or sell common shares in open market transactions. This activity could increase (or reduce the size of any decrease in) the market price of the common shares or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common shares and/or purchasing or selling common shares or other securities of the company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to an exchange of the notes). This activity could also cause or avoid an increase or decrease in the market price of the common shares or the notes, which could affect holders of the notes' ability to exchange the notes and, to the extent the activity occurs during any observation period related to an exchange of the notes, it could affect the amount and value of the consideration that holders of the notes will receive upon exchange of such notes.

The company also announces that it has applied for and received conditional approval from the Toronto Stock Exchange to list its common shares. Listing is subject to the company fulfilling all of the requirements of the TSX on or before June 30, 2026, including distribution of the common shares to a minimum number of public shareholders. It is expected that the common shares will cease trading on the TSX Venture Exchange and commence trading on the TSX on or around April 30, 2026. As a condition to the approval of the offering, while the company remains listed on the TSX-V, the offering shall be conducted in accordance with the rules of the TSX. The company is relying on the exemption under Section 602.1 of the TSX's company manual available to eligible interlisted issuers (as defined in the TSX manual) in respect of the offering.

About Hive Digital Technologies Ltd.

Founded in 2017, Hive Digital was among the first publicly listed companies to prioritize mining digital assets powered by green energy. Today, Hive builds and operates next-generation Tier I and Tier III data centres across Canada, Sweden and Paraguay, serving both bitcoin and high performance computing clients. Hive's twin-turbo engine infrastructure -- driven by hashrate services and GPU-accelerated (graphics processing unit) AI (artificial intelligence) computing -- delivers scalable, environmentally responsible solutions for the digital economy.

We seek Safe Harbor.