HIVE Digital Technologies Ltd. has priced an upsized US$115 million aggregate principal amount of 0% exchangeable senior notes due 2031 in a private offering. The aggregate principal amount was increased from the previously announced US$100 million. Net proceeds from the offering are expected to total US$110 million. The notes are being offered by HIVE Bermuda 2026 Ltd., a wholly-owned subsidiary, to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933. The offering aims to raise capital for general corporate purposes, capital investment, and data center development.

The notes will not bear regular interest, and the principal amount will not accrete. They are exchangeable for cash, common shares of HIVE, or a combination of both, at the issuer's election. The initial exchange rate is 206.9429 common shares per US$1,000 principal amount, equivalent to an initial exchange price of approximately US$4.83 per share. This price represents a premium of approximately 27.5% above the closing sale price on the Nasdaq Capital Market on June 25, 2026. HIVE guarantees the issuer's obligations on a senior unsecured basis.

The issuer granted initial purchasers an option to purchase up to an additional US$15 million aggregate principal amount of notes within 13 days of issuance. If exercised, proceeds from the additional notes will also fund subsidiaries for general corporate purposes and capital investment. The sale of the notes is expected to close on June 30, 2026, subject to customary closing conditions.

HIVE intends to enter into cash-settled capped call transactions with financial institutions to reduce potential dilution upon exchange. The cap price of these transactions is initially US$8.5275 per common share, representing a premium of 125.0% to the last reported sale price on the Nasdaq on June 25, 2026. Option counterparties may purchase common shares or enter into derivative transactions concurrently with pricing, which could affect the market price of the shares or notes.

The company is relying on an exemption under Section 602.1 of the TSX's Company Manual for the offering. The notes, guarantee, and underlying common shares are not registered under the Securities Act or other securities laws.

HIVE Digital Technologies has signed a non-binding Letter of Intent (LoI) with a sovereign Swedish technology company for the potential lease of its 32 MW Sweden facility for up to 10 years. The agreement, subject to the execution of a definitive agreement, targets a usable critical IT load of approximately 25 MW. This strategic move aims to leverage the company's existing infrastructure in Boden to meet growing high-performance computing (HPC) demands.

The LoI outlines plans to retrofit the facility to support up to 10,000 GB300 GPUs, featuring single rack densities up to 150 kW. The company intends to employ a hybrid cooling solution, combining direct-to-chip (DTC) liquid cooling and air cooling, to optimize performance. The gross utility load of the site is 32 MW, which correlates to the critical IT load of approximately 25 MW specified for the HPC colocation.

HIVE has maintained a presence in Boden since 2018, operating approximately 130,000 GPUs in the region. The company has invested in the local community, supporting initiatives and building partnerships with stakeholders. Following rigorous site visits and technical diligence, the client selected HIVE's Boden facility as its long-term HPC colocation home in Sweden.

The Boden Municipal Council previously approved HIVE's acquisition of the facility from Bodens Utvecklings AB on June 18, 2026. This LoI represents a significant step in monetizing the company's infrastructure and expanding its footprint in the HPC sector. The definitive agreement will formalize the terms and conditions of the lease.

Key Details of the Proposed Lease