HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) announced that its wholly-owned subsidiary HIVE Bermuda 2026 Ltd. closed a private offering of $115 million aggregate principal amount of 0% exchangeable senior notes due 2031.

The offering was made to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The transaction included the full exercise of initial purchasers' option to purchase an additional $15 million aggregate principal amount of notes.

The notes will mature on April 15, 2031, unless earlier repurchased, redeemed or exchanged. Prior to January 15, 2031, the notes will be exchangeable only upon satisfaction of certain conditions, and thereafter at the option of holders until the second scheduled trading day before maturity.

The initial exchange rate is set at 389.5029 common shares per $1,000 principal amount of notes, equivalent to an initial exchange price of approximately $2.57 per common share. This represents a 17.5% premium to the last reported sale price of $2.185 per share on Nasdaq on April 16, 2026.

HIVE estimates net proceeds of approximately $109.5 million after deducting commissions and estimated offering expenses, before deducting the cost of capped call transactions. The company intends to use proceeds for general corporate purposes, capital investment including graphics processing unit purchases, and data center development.

The company entered into privately negotiated cash-settled capped call transactions with certain financial institutions. The cap price is initially $4.92 per common share, representing a 125% premium to the April 16 closing price.

HIVE has received conditional approval from the Toronto Stock Exchange to list its common shares, with trading expected to commence on the TSX around April 30, 2026, and cease on the TSX Venture Exchange.