HIVE Digital announces $75 million private offering of exchangeable notes

HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) announced that its wholly-owned subsidiary HIVE Bermuda 2026 Ltd. plans to offer $75 million in 0% exchangeable senior notes due 2031 through a private placement to qualified institutional buyers.

The notes will be exchangeable under certain conditions, with the issuer having the option to settle exchanges using cash, HIVE common shares, or a combination of both. The notes will not bear regular interest and the principal amount will not accrete. Initial purchasers will receive an option to buy an additional $15 million in notes within 13 days of issuance.

HIVE Digital will fully and unconditionally guarantee the notes on a senior unsecured basis. The company plans to use net proceeds for general corporate purposes, capital investment including graphics processing unit purchases, and data center development.

In connection with the offering, HIVE expects to enter into privately negotiated cash-settled capped call transactions with financial institutions. These transactions are designed to reduce potential economic dilution of common shares upon note exchanges and offset cash payments above the principal amount.

The company also announced it received conditional approval from the Toronto Stock Exchange to list its common shares, subject to fulfilling TSX requirements by June 30, 2026. Trading is expected to shift from the TSX Venture Exchange to the TSX around April 30, 2026.

The securities have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption. The offering is subject to market conditions and other factors.

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