HIVE Digital Technologies Ltd.

New Brunswick, Canada · Owned

Quebec, Canada · Leased

Boden, Sweden · Leased

Boden 2, Sweden · Owned

Notviken, Sweden · Leased

Yguazú, Paraguay · Owned

Valenzuela, Paraguay · Owned

Toronto, Canada · Owned

In addition, in January, 2025 we leased office space in San Antonio, Texas, which serves as our corporate headquarters. We believe our existing facilities are sufficient for our current needs. In the future, we may reassess our existing facilities or add new facilities as we further expand our operations. For further information, including locations and descriptions of our properties, please see Part I, Item 1. Business, "Lines of Business and Business Overview-Our Portfolio" included in this Annual Report, which information is incorporated herein by reference.

• Increasing scrutiny of our environmental, social and governance ("ESG") practices and the impacts of climate change could increase our operating costs, divert management attention from our strategic goals, and adversely affect our business.
• Cybersecurity threats and hacking attacks could compromise our systems and data, resulting in material adverse effects on our business, financial condition, and results of operations.
• Our business is highly dependent on a small number of equipment suppliers. If we are unable to procure the required equipment to maintain and grow our business, our expansion plans, business, financial performance, financial condition and results of operations.
• Risks Related to ASIC Compute
• Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company's operations.
• The value of cryptocurrencies may be subject to volatility and momentum pricing risk.
• Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure.
• Our reliance on third-party mining pool service providers may have a negative impact on our business.
• Possibility of Less Frequent or Cessation of Monetization of Cryptocurrencies
• Cryptocurrency Network Difficulty and Impact of Increased Global Computing Power
• Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment.
• The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain.
• Quantum computing may compromise cryptographic security underlying blockchain networks.
• The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.
• The Company's operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies.
• The Company's Bitcoin may be subject to loss, theft or restriction on access.
• Bitcoin transactions are generally irreversible. If our Bitcoin is stolen, lost, or incorrectly transferred may be irretrievable, and we may limited or no effective means of recovery;
• If the award of Bitcoin for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations.
• The 2028 Bitcoin Halving may adversely affect the Company's profitability.
• Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by us.
• Bitcoin is a form of technology which may become redundant or obsolete in the future.
• Risks Related to HPC Businesses
• Our ability to identify suitable locations and regulatory constraints could adversely impact our development pipeline, expansion strategy, and results of operations.
• The HPC market is highly competitive, and we face established competitors who may have more resources.
• Our HPC business may not be profitable.
• The Teaming Agreement with Bell Canada Inc. is a framework for collaboration and business development opportunities and does not guarantee future customer volumes, revenues or deployments.
• Our expansion into HPC may divert resources from our core Bitcoin mining operations, limit our power capacity for mining, and introduce operational complexity.
• The GPU compute market is rapidly evolving and volatile. If we are unable to adapt to changing market conditions, our business, operations and financial condition may be adversely affected.
• Our expansion into AI and HPC infrastructure is highly capital intensive, and there can be no assurance we will be able to obtain financing on favorable terms, or at all.
• The Company may enter into long-term infrastructure or financing commitments in anticipation of future customer demand. If customer contracts are delayed, reduced, terminated, not renewed, or if counterparties fail to perform their obligations, the Company's revenues, cash flows, and growth strategy could be materially adversely affected.
• The regulatory landscape surrounding the HPC and AI industries is rapidly evolving and may limit our ability to grow our HPC business.
• General Risk Factors
• Future Capital Needs, Uncertainty of Additional Financing and Dilution
• Management of Growth
• Additional Funding Requirements and Dilution
• Loss of key employees & contractors, or an inability to attract and retain personnel, may harm our business.
• Global Financial Conditions
• Conflicts of Interest
• Liquid Market for Securities
• We do not intend to pay dividends in the foreseeable future.
• Interest Rate Risk
• Currency Exchange Risk
• The market price for our common shares may be volatile and subject to wide fluctuations, which could have a negative impact on our shareholders.
• Common shares issuable upon exchange of the Exchangeable Notes may dilute the ownership interest of our shareholders or may adversely affect the market price of our common shares.
• We may be unable to raise the funds necessary to repurchase the Exchangeable Notes for cash following a fundamental change or to pay any cash amounts due upon maturity or conversion of the Exchangeable Notes.
• The fundamental change repurchase feature of the Notes may delay or prevent an otherwise beneficial takeover attempt of the Company.
• The capped call transactions may affect the trading price of the Exchangeable Notes and the market price of our common shares.
• We are subject to counterparty risk with respect to the capped call transactions.
• We face risks associated with our current indebtedness, and our failure to service debt or remain in compliance with certain covenants may have a material adverse effect on our business, financial condition, and results of operations.
• Risks Related to Certain Regulatory Compliance and Other Legal Matters
• As we continue to expand, our obligations to comply with the laws, rules, regulations and policies across a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by Canadian, U.S. and non-U.S. regulators and governmental authorities.
• Energy Tariffs in Paraguay
• The application of the U.S. Commodity Exchange Act, as amended (the "CEA") and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC") to our business is unclear and is subject to change in a manner that is difficult to predict.
• We are involved in legal proceedings from time to time, which could adversely affect us.
• Regulatory changes reclassifying Bitcoin as a security could lead to the Company being classified as an "investment company" under the Investment Company Act of 1940 (the "1940 Act") and could adversely affect the market price of Bitcoin and the market price of our listed securities.
• The ability of shareholders to bring actions or enforce judgments against us or our directors and executive officers may be limited.
• Imposition of U.S. Tariffs
• We are subject to extensive environmental regulation, and failure to comply with environmental laws or changes in such laws could result in significant liabilities and have a material adverse effect on our business.
• Because we have ceased to be a foreign private issuer, we are required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we have incurred and may continue to incur additional legal, accounting, and other expenses that we would not incur as a foreign private issuer.
• The regulatory and legislative developments related to climate change may materially adversely affect our brand, reputation, business, results of operations and financial position.
• The rapidly evolving and uncertain regulatory landscape for cryptocurrencies exposes us to legal risks, compliance costs, and potential business disruptions.
• Risks Related to Taxation
• Tax Consequences Generally
• Passive Foreign Investment Company Regulations Could Affect U.S. Shareholders
• Risk of potential adverse U.S. federal income tax consequences to 10% or greater United States shareholders
• Transfer Pricing
• An adverse tax decision in respect of our Swedish subsidiaries may have an adverse on our business, operations and financial condition.