UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2021

Commission File Number: 001-40398

Hive Blockchain Technologies Ltd. (Translation of registrant's name into English)

British Columbia, Canada (Jurisdiction of incorporation or organization)

Suite 855 -789 West Pender Street

Vancouver, BC

V6C 1H2

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

[ ] Form 20-F [X] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

EXHIBIT INDEX

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

99.1	News Release filed November 16, 2021
99.2	Material Change Report filed November 17, 2021
99.3	News Release filed November 22, 2021
99.4	Material Change Report filed November 22, 2021
99.5	Notice of Annual Meeting of Shareholders filed November 22, 2021
99.6	Information Circular filed on SEDAR on November 22, 2021
99.7	Form of Proxy filed on November 22, 2021
99.8	License Agreement between Hive Blockchain Technologies Ltd. and Fireblocks Inc. dated September 28, 2020 and filed on November 29, 2021
99.9	Share Purchase Agreement by and among Hive Blockchain Technologies Ltd., GPU.One Holding Inc., STL Atlantic Holdings Inc. and GPU Atlantic Inc. dated February 24, 2021 and filed on November 29, 2021
99.10	News Release filed November 30, 2021
99.11	Material Change Report filed November 30, 2021
99.12	Material Change Report filed November 30, 2021
99.13	News Release filed December 1, 2021

SIGNATURES

HIVE BLOCKCHAIN TECHNOLOGIES LTD.
/s/ Darcy Daubaras
Name:	Darcy Daubaras
Title:	Chief Financial Officer

December 1, 2021

HIVE Blockchain Technologies Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

HIVE Announces Record-Breaking Revenue of $52.6 Million and Earnings for our 2nd Quarter Ended September 30, 2021

This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated February 2, 2021 to its short form base shelf prospectus dated January 27, 2021.

Vancouver, British Columbia--(Newsfile Corp. - November 16, 2021) - HIVE Blockchain Technologies Ltd. (TSXV: HIVE) (Nasdaq: HIVE) (FSE: HBF) (the "Company" or "HIVE") is pleased to announce a record earnings report for the second quarter ended September 30, 2021 (all amounts in US dollars, unless otherwise indicated).

For the three-month period, revenue rose to $52.6 Million, up 41% compared with last quarter, and 305% since the same quarter last year. Net income reached $59.8 million, up 342% from last quarter, and 549% since the prior year.

HIVE ended the September quarter holding 1,116 Bitcoin ("BTC") worth $48.4 Million and 25,154 Ether ("ETH") worth $74.7 Million.

Frank Holmes, HIVE's Executive Chairman, stated "We wish to thank our loyal shareholders for believing in our vision to mine both Ethereum and Bitcoin to generate robust cash flow returns on invested capital and believe this report validates the significant contribution to our strategy to mine both BTC and ETH and HODL as many coins as possible."

Q2 Quarterly Highlights- September 30, 2021

Generated revenue from digital currency mining of $52.6 million, with a gross mining margin^[1]^of $45.0 million;
Mined 656 Bitcoin and over 8,688 Ethereum during the three-month period ended September 30, 2021;
Earned net income of $59.8 million for the period;
Working capital increased by $29.7 million during the three-month period ended September 30, 2021; and
Digital currency assets of $123.1 million, as at September 30, 2021

Q2 F2022 Financial Review

For the three months ended September 30, 2021, revenue from digital currency mining was $52.6 million, an increase of approximately 305% from the prior year primarily due to an increase in cryptocurrency prices, the increased production of Bitcoin as a result of the Quebec and Atlantic facility acquisition and the purchase of miners for those facilities.

Gross mining margin^1^during the period was $45.0 million, or 86% of income from digital currency mining, compared to $9.2 million, or 71% of income from digital currency mining, in the same period in the prior year. The Company's gross mining margin from digital currency mining is partially dependent on external network factors including mining difficulty, the amount of digital currency rewards and fees it receives for mining, as well as the market price of digital currencies.

Net income during the quarter ended September 30, 2021, was $59.8 million, or $0.16 per share, compared to $9.2 million, or $0.03 per share, the same period last year. The improvement was driven primarily by the improvement in gross mining margin^1^, higher Ethereum and Bitcoin prices, gains on the sale of digital currencies, and foreign exchange.

To view an enhanced version of this graphic, please visit:

https://orders.newsfilecorp.com/files/5335/103746_d1d222fa74c5ebfa_001full.jpg

(1) Non-IFRS measure. A reconciliation to its nearest IFRS measures is provided under "Reconciliations of Non-IFRS Financial Performance Measures" in the Company's MD&A.

(2) Revaluation is calculated as the change in value (gain or loss) on the coin inventory. When coins are sold, the net difference between the proceeds and the carrying value of the digital currency (including the revaluation), is recorded as a gain (loss) on the sale of digital currencies

Financial Statements and MD&A

The Company's Consolidated Financial Statements and Management's Discussion and Analysis (MD&A) thereon for the three and six months ended September 30, 2021 will be accessible on SEDAR at www.sedar.com under HIVE's profile and on the Company's website at www.HIVEblockchain.com.

Construction and Capital Investment

The Company is nearing completion of two additional data centres at its New Brunswick, Canada campus. Construction began on this site in July 2021 and has progressed largely on schedule, despite supply chain delays. The first of the two new data centers is expected to be commissioned by mid- December 2021, and the second in March 2022.

During the second fiscal quarter, HIVE invested heavily in new Bitcoin miners to fill up these new data centres. At quarter-end, the company had more than 16,000 new BTC miners on order. And since then, the Company has announced a C$100 million capital raise to invest in new Bitcoin mining equipment.

Frank Holmes, HIVE Executive Chairman, stated, "I'm pleased to see our infrastructure investments of the past few years really paying off. We feel like HIVE is in a fantastic spot to benefit from the current boom in crypto adoption."

To view an enhanced version of this graphic, please visit:

https://orders.newsfilecorp.com/files/5335/103746_d1d222fa74c5ebfa_002full.jpg

Strategic Investments

"HIVE has been very proud to support the Ethereum ecosystem through investments with strategic partners in DeFi Technologies, Network Media Group, and Tokens.com." said Mr. Holmes.

Webcast Details

Management will host a webcast on Tuesday, November 16, 2021, at 9:30 am Eastern Time to discuss the Company's financial results. Presenting on the webcast will be Frank Holmes, Executive Chairman; Darcy Daubaras, Chief Financial Officer; and Aydin Kilic, President and Chief Operating Officer. Special updates will also be provided from Network Media Group (TSXV: NTE) (OTC: NETWF) and DeFi Technologies (NEO: DEFI) (GR: RMJR) (OTC: DEFTF). Click here to register for the webcast.

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.

HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we source only green energy to mine on the cloud and HODL both Ethereum and Bitcoin. Since the beginning of 2021, HIVE has held in secure storage the majority of its ETH and BTC coin mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of cryptocurrencies such as ETH and BTC. Because HIVE also owns hard assets such as data centers and advanced multi- use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space. HIVE traded over 2 billion shares in 2020.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact:

Frank Holmes

Tel: (604) 664-1078

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about restructuring of the Company's operations and sustainable future profitability; potential further improvements to the profitability and efficiency across mining operations by optimizing cryptocurrency mining output, continuing to lower direct mining operations cost structure, and maximizing existing electrical and infrastructure capacity including with newmining equipment in existing facilities; continued adoption of Ethereum and Bitcoin globally; the potential for the Company's long term growth; the business goals and objectives of the Company, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.

Factors that could cause actual results to differ materially from those described in such forward- looking information include, but are not limited to, the efficiencies obtained through restructurings may not lead to operational advantages or profitability; further improvements to the profitability and efficiency may not be realized as currently anticipated, or at all; the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; and other related risks as more fully set out in the Filing Statement of the Company dated and other documents disclosed under the Company's filings at www.sedar.com*.*

This news release also contains "financial outlook" in the form of gross mining margins, which is intended to provide additional information only and may not be an appropriate or accurate prediction of future performance and should not be used as such. The gross mining margins disclosed in this news release are based on the assumptions disclosed in this news release and the Company's Management Discussion and Analysis for the fiscal year ended March 31, 2021, which assumptions are based upon management's best estimates but are inherently speculative and there is no guarantee that such assumptions and estimates will prove to be correct.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's ability to realize operational efficiencies going forward into profitability; profitable use of the Company's assets going forward; the Company's ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies will be consistent with historical prices; and there will be no regulation or lawthat will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.______________________________

[1] Non-IFRS measure. A reconciliation to its nearest IFRS measures is provided under "Reconciliations of Non-IFRS Financial Performance Measures" below.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/103746

HIVE Blockchain Technologies Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

Form 51-102F3 Material Change Report

Item 1	Name and Address of Company
	HIVE Blockchain Technologies Inc. ("HIVE" or the "Company")
	Suite 855, 789 West Pender Street
	Vancouver, BC V6C 1H2
Item 2	Date of Material Change
	November 16, 2021
Item 3	News Release
	The news release reporting the material change was issued by HIVE and disseminated through Newsfile on November 16, 2021 and subsequently filed on SEDAR at www.sedar.com.
Item 4	Summary of Material Change
	On November 16, 2021, the Company announced record earnings report for the second quarter ended September 30, 2021.
Item 5	Full Description of Material Change
Item 5.1	Full Description of Material Change
	Please see the attached news release dated November 16, 2021.
Item 5.2	Disclosure for Restructuring Transactions
	Not applicable.
Item 6	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable.
Item 7	Omitted Information
	Not applicable.
Item 8	Executive Officer
	Darcy Daubaras Chief Financial Officer
	Telephone: 604-664-1078
Item 9	Date of Report
	November 17, 2021

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

November 16, 2021

HIVE Announces Record-Breaking Revenue of $52.6 Million and

Earnings for our 2^nd^Quarter Ended September 30, 2021

This news release constitutes a "designated news release" for the purposes of the Company's

prospectus supplement dated February 2, 2021 to its short form base shelf prospectus

dated January 27, 2021.

Vancouver, Canada - HIVE Blockchain Technologies Ltd. (TSX.V:HIVE) (Nasdaq:HIVE) (FSE: HBF) (the "Company" or "HIVE") is pleased to announce a record earnings report for the second quarter ended September 30, 2021 (all amounts in US dollars, unless otherwise indicated).

For the three-month period, revenue rose to $52.6 million, up 41% compared with last quarter, and 305% since the same quarter last year. Net income reached $59.8 million, up 342% from last quarter, and 549% since the prior year.

HIVE ended the September quarter holding 1,116 Bitcoin ("BTC") worth $48.4 million and 25,154 Ether ("ETH") worth $74.7 million.

Q2 Quarterly Highlights- September 30, 2021

• Generated revenue from digital currency mining of $52.6 million, with a gross mining margin^1^of $45.0 million

• Mined 656 Bitcoin and over 8,688 Ethereum during the three-month period ended September 30, 2021

• Earned net income of $59.8 million for the period

• Working capital increased by $29.7 million during the three-month period ended September 30, 2021

• Digital currency assets of $123.1 million, as at September 30, 2021

Q2 F2022 Financial Review

________________________________________

^1^ Non-IFRS measure. A reconciliation to its nearest IFRS measures is provided under "Reconciliations of Non-IFRS Financial Performance Measures" below.

		Q2 2022			Q1 2022			Q4 2021			Q3 2021			Q2 2021
					Restated
Revenue from digital currency mining	$	52,619,094		$	37,239,767		$	33,420,171		$	13,707,879		$	12,989,592
Operating and maintenance		(7,593,349	)		(6,220,684	)		(5,726,129	)		(3,078,934	)		(3,780,716	)
Depreciation		(9,626,529	)		(6,899,182	)		(5,035,231	)		(2,476,592	)		(1,796,774	)
		35,399,216			24,119,901			22,658,811			8,152,353			7,412,102
Gross mining margin		45,025,745			31,019,083			27,694,042			10,628,945			9,208,876
Gross mining margin % (1)		86%			83%			83%			78%			71%
Gross margin %		67%			65%			68%			59%			57%
Revaluation gain of digital currencies (2)		18,017,637			(8,492,727	)		16,090,102			6,315,970			993,902
Gain on sale of digital currencies		4,679,412			4,106,057			3,841,993			1,679,213			1,729,821
Hosting revenue		953,958			1,742,906			410,704			393,518			191,800
Share based compensation		(1,478,637	)		(2,322,426	)		(534,193	)		(209,726	)		(514,438	)
General expenses		(2,633,025	)		(2,314,873	)		(3,102,849	)		(911,076	)		(183,660	)
Foreign exchange gain (loss)		(1,888,166	)		528,868			(367,219	)		1,746,573			(302,943	)
Realized gain on investments		-			-			-			6,639			-
Unrealized (loss) gain on investments		6,168,239			(5,808,523	)		645,383			148,967			-
Change in fair value of derivative liability		914,392			(885,612	)		(857,702	)		-			-
Gain (loss) on sale of subsidiary		-			3,171,275			(23,442,219	)		-			-
Finance expense		(305,147	)		(319,644	)		(871,941	)		(111,918	)		(115,611	)
Tax expense		-			-			(151,366	)		-			-
Net income from continuing operations		59,827,879		$	13,525,202		$	14,319,504		$	17,210,513		$	9,210,973
EBITDA (1)		69,759,555		$	20,744,028		$	20,378,042		$	19,799,023		$	11,123,358
Adjusted EBITDA (1)		52,306,163		$	29,273,518		$	29,122,054		$	13,692,779		$	10,643,894

(1) Non-IFRS measure. A reconciliation to its nearest IFRS measures is provided under "Reconciliations of Non-IFRS Financial Performance Measures" in the Company's MD&A.

Financial Statements and MD&A

Construction and Capital Investment

Strategic Investments

"HIVE has been very proud to support the Ethereum ecosystem through investments with strategic partners in DeFi Technologies, Network Media Group, and Tokens.com." said Mr. Holmes.

Webcast Details

Management will host a webcast on Tuesday, November 16, 2021, at 9:30 am Eastern Time to discuss the Company's financial results. Presenting on the webcast will be Frank Holmes, Executive Chairman; Darcy Daubaras, Chief Financial Officer; and Aydin Kilic, President and Chief Operating Officer. Special updates will also be provided from Network Media Group (TSX.V: NTE) (OTC: NETWF) and DeFi Technologies (NEO: DEFI) (GR: RMJR) (OTC: DEFTF). Click here to register for the webcast.

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.

HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we source only green energy to mine on the cloud and HODL both Ethereum and Bitcoin. Since the beginning of 2021, HIVE has held in secure storage the majority of its ETH and BTC coin mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of cryptocurrencies such as ETH and BTC. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space. HIVE traded over 2 billion shares in 2020.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact:

Frank Holmes

Tel: (604) 664-1078

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about restructuring of the Company's operations and sustainable future profitability; potential further improvements to the profitability and efficiency across mining operations by optimizing cryptocurrency mining output, continuing to lower direct mining operations cost structure, and maximizing existing electrical and infrastructure capacity including with new mining equipment in existing facilities; continued adoption of Ethereum and Bitcoin globally; the potential for the Company's long term growth; the business goals and objectives of the Company, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the efficiencies obtained through restructurings may not lead to operational advantages or profitability; further improvements to the profitability and efficiency may not be realized as currently anticipated, or at all; the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; and other related risks as more fully set out in the Filing Statement of the Company dated and other documents disclosed under the Company's filings at www.sedar.com.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's ability to realize operational efficiencies going forward into profitability; profitable use of the Company's assets going forward; the Company's ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

HIVE Blockchain Technologies Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

HIVE Presents Record October 2021 Production Figures, HODL 1,350 Bitcoins as of October and Appointment of Luc Ouellette as VP of our New Brunswick Data Centre Campus

Vancouver, British Columbia--(Newsfile Corp. - November 22, 2021) - HIVE Blockchain Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (FSE: HBF) (the "Company" or "HIVE") is pleased to announce the production figures from the Company's global Bitcoin and Ethereum mining operations for the month of October 2021, our BTC HODL position of 1,350 coins and announcing a new team member from our local community in New Brunswick.

October 2021 Production Figures

Following a record Q2 2021 earnings report (period end September 30, 2021), HIVE is pleased to announce its October 2021 production figures. The Company notes it currently has:

US$23.4M Revenue
234 BTC Produced
2,591 ETH Produced

Frank Holmes, Executive Chairman of HIVE stated, "We are proud of the growth and operational excellence exhibited from our global operations, which has HIVE generating US$280M in annual revenue on a run-rate basis using October figures, or approximately C$350M."

Aydin Kilic, President & COO of HIVE noted, "We would like the investing public and crypto enthusiasts to understand the financial relationship between BTC and ETH mining. For example, currently 1,000 GH/s of ETH mining is equivalent in daily revenue from value of coins produced to approximately 215 PH/s of Bitcoin mining, using daily averages from the month of October. The Company believes it is in a unique position of having a large BTC and ETH mining footprint to provide investors a valuable value proposition. Mr Kilic continued "Similarly, where one can equate hashrate on a revenue basis between BTC and ETH, you can also equate the value of the coins on a daily basis, as such the 2,591 ETH that HIVE produced is approximately equal in value to 171 BTC, in addition to the pure 234 BTC produced from our BTC operations."

The Company's total Bitcoin equivalent production in October 2021 was:

405 BTC Equivalent Produced

13.1 BTC Equivalent per day average Produced

BTC Coin Inventory (HODL)

On October 31, 2021 HIVE was Holder of 1,350 mined Bitcoin coins and has been banking them in secure wallets. Our continued strategy is one to continue holding coins, as we feel that it will benefit our shareholders.

This HODL strategy continues to led to the strengthening of our balance sheet and liquidity each and every month as we add to our BTC HODL position.

Appointment of Luc Ouellette as Vice President of New Brunswick Operations

Mr. Luc Ouellette has been in the IT services sector for many years and is a fixture of the local community in New Brunswick where HIVE's state of the art 70MW data center campus is being constructed, which operates on green energy. Mr. Holmes noted, "We are pleased to welcome Mr. Ouellette to the HIVE family, as he has been an integral part of our operations in New Brunswick as a contractor since we acquired this site earlier this year. In addition to being 100% green energy focussed, we believe it is important to recognize talent in the communities where we invest, and we look forward to Luc growing with us as we expand our facility in New Brunswick as a HIVE team member."

Currently HIVE's New Brunswick facility is operating at 30MW of power capacity and generating approximately 650 PH/s of Bitcoin mining capacity. In December 2021 the Company expects the next 20MW phase of this campus to be complete, for which HIVE will have ASIC hardware ready to be installed immediately adding 500 PH/s of Bitcoin mining capacity.

Furthermore, the Company expects that the subsequent 20MW expansion phase will be completed in Q1 of calendar 2022, which will add an additional 500 PH/s of Bitcoin mining capacity and bring the campus to 70MW of total operating infrastructure. HIVE has ASIC hardware secured on delivery such that upon completion of the 70MW New Brunswick campus, this site will produce over 1.6 Exahash of Bitcoin mining capacity, which Mr. Ouellette will directly oversee the day-to-day operations of.

Mr. Kilic stated, "We are excited to have Mr. Ouellette oversee the on-site operation of what will be one of Canada's largest single-site crypto mining campuses. I had the pleasure of meeting Luc when I travelled to the HIVE New Brunswick site earlier this year and was very impressed by his professionalism and resourcefulness." Mr. Ouellette, a local resident in the community, will manage the logistics and installations of all incoming ASIC hardware, in addition to on-going maintenance and repairs to ensure optimal hashing uptime, as well will be HIVE's regional representative in New Brunswick.

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a 100% green energy focus and an ESG strategy.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact:

Frank Holmes

Tel: (604) 664-1078

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian and U.S. securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes but is not limited to, statements with respect to information about the potential increase in hashpower, the potential for the Company's long-term growth, the Company's HODL strategy being beneficial to shareholders; and the business goals and objectives of the Company.

Factors that could cause actual results to differ materially from those described in such forward- looking information include, but are not limited to: the volatility of the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory as required, or at all; a material decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; continued effects of the COVID-19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and prevent the Company from carrying out its expansion plans or operating its assets; and other related risks as more fully set out in the registration statement of the Company and other documents disclosed under the Company's filings at www.sec.gov/EDGAR and www.sedar.com*.*

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company's assets going forward; the Company's ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies will be consistent with historical prices; and there will be no regulation or lawthat will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to their inherent uncertainty.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/104590

HIVE Blockchain Technologies Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com

Form 51-102F3 Material Change Report

Item 1	Name and Address of Company
	HIVE Blockchain Technologies Inc. ("HIVE" or the "Company")
	Suite 855, 789 West Pender Street
	Vancouver, BC V6C 1H2
Item 2	Date of Material Change
	November 22, 2021
Item 3	News Release
	The news release reporting the material change was issued by HIVE and disseminated through Newsfile on November 22, 2021 and subsequently filed on SEDAR at www.sedar.com.
Item 4	Summary of Material Change
	On November 22, 2021, the Company announced the production figures from the Company's global Bitcoin and Ethereum mining operations for the month of October 2021, our BTC HODL position of 1,350 coins and announcing a new team member from our local community in New Brunswick.
Item 5	Full Description of Material Change
Item 5.1	Full Description of Material Change
	Please see the attached news release dated November 22, 2021.
Item 5.2	Disclosure for Restructuring Transactions
	Not applicable.
Item 6	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable.
Item 7	Omitted Information
	Not applicable.
Item 8	Executive Officer
	Darcy Daubaras Chief Financial Officer
	Telephone: 604-664-1078
Item 9	Date of Report
	November 22, 2021

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

November 22, 2021

HIVE Presents Record October 2021 Production Figures, HODL 1,350

Bitcoins as of October and Appointment of Luc Ouellette as VP of our New

Brunswick Data Centre Campus

Vancouver, Canada - HIVE Blockchain Technologies Ltd. (TSX.V:HIVE) (Nasdaq:HIVE) (FSE:HBF) (the "Company" or "HIVE") is pleased to announce the production figures from the Company's global Bitcoin and Ethereum mining operations for the month of October 2021, our BTC HODL position of 1,350 coins and announcing a new team member from our local community in New Brunswick.

October 2021 Production Figures

Following a record Q2 2021 earnings report (period end September 30, 2021), HIVE is pleased to announce its October 2021 production figures. The Company notes it currently has

• US$23.4M Revenue

• 234 BTC Produced

• 2,591 ETH Produced

Frank Holmes, Executive Chairman of HIVE stated, "We are proud of the growth and operational excellence exhibited from our global operations, which has HIVE generating US$280M in annual revenue on a run- rate basis using October figures, or approximately C$350M.

Aydin Kilic, President & COO of HIVE noted "We would like the investing public and crypto enthusiasts to understand the financial relationship between BTC and ETH mining. For example, currently 1,000 GH/s of ETH mining is equivalent in daily revenue from value of coins produced to approximately 215 PH/s of Bitcoin mining, using daily averages from the month of October. The Company believes it is in a unique position of having a large BTC and ETH mining footprint to provide investors a valuable value proposition. Mr Kilic continued "Similarly, where one can equate hashrate on a revenue basis between BTC and ETH, you can also equate the value of the coins on a daily basis, as such the 2,591 ETH that HIVE produced is approximately equal in value to 171 BTC, in addition to the pure 234 BTC produced from our BTC operations.

The Company's total Bitcoin equivalent production in October 2021 was:

405 BTC Equivalent Produced

13.1 BTC Equivalent per day average Produced

BTC Coin Inventory (HODL)

This HODL strategy continues to led to the strengthening of our balance sheet and liquidity each and every month as we add to our BTC HODL position.

Appointment of Luc Ouellette as Vice President of New Brunswick Operations

Mr. Luc Ouellette has been in the IT services sector for many years and is a fixture of the local community in New Brunswick where HIVE's state of the art 70MW data center campus is being constructed, which operates on green energy. Mr. Holmes noted "We are pleased to welcome Mr. Ouellette to the HIVE family, as he has been an integral part of our operations in New Brunswick as a contractor since we acquired this site earlier this year. In addition to being 100% green energy focussed, we believe it is important to recognize talent in the communities where we invest, and we look forward to Luc growing with us as we expand our facility in New Brunswick as a HIVE team member."

Mr. Kilic stated "We are excited to have Mr. Ouellette oversee the on-site operation of what will be one of Canada's largest single-site crypto mining campuses. I had the pleasure of meeting Luc when I travelled to the HIVE New Brunswick site earlier this year and was very impressed by his professionalism and resourcefulness." Mr. Ouellette, a local resident in the community, will manage the logistics and installations of all incoming ASIC hardware, in addition to on-going maintenance and repairs to ensure optimal hashing uptime, as well will be HIVE's regional representative in New Brunswick.

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a 100% green energy focus and an ESG strategy.

HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we source only green energy to mine on the cloud and HODL both Ethereum and Bitcoin. Since the beginning of 2021, HIVE has held in secure storage the majority of its ETH and BTC coin mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of cryptocurrencies such as ETH and BTC. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space. HIVE traded over 2 billion shares in 2020.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact:

Frank Holmes

Tel: (604) 664-1078

Forward-Looking Information

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the volatility of the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory as required, or at all; a material decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; continued effects of the COVID-19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and prevent the Company from carrying out its expansion plans or operating its assets; and other related risks as more fully set out in the registration statement of the Company and other documents disclosed under the Company's filings at www.sec.gov/EDGAR and www.sedar.com.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company's assets going forward; the Company's ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to their inherent uncertainty.

HIVE Blockchain Technologies Ltd.: Exhibit 99.5 - Filed by newsfilecorp.com

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual general meeting (the "Meeting") of the shareholders of HIVE BLOCKCHAIN TECHNOLOGIES LTD. (the "Corporation"), will be held at Suite 855, 789 West Pender Street, Vancouver, BC V6C 1H2, on Tuesday, December 21, 2021 at 11:00 a.m. for the following purposes:

To receive and consider the audited financial statements of the Corporation for the fiscal year ended March 31, 2021, together with the auditor's report thereon.
To re-appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditor of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor.
To set the number of directors for the ensuing year at five (5).
To elect directors for the ensuing year.
To re-approve the Corporation's stock option plan.
To re-approve the Corporation's restricted share unit plan.
To transact such other business as may properly be transacted at such meeting or at any adjournment thereof.

An information circular, containing details of matters to be considered at the Meeting, accompanies this notice.

The Corporation intends to hold the Meeting in person. However, in light of the ongoing public health concerns related to COVID-19 and in order to comply with physical distancing measures imposed by the federal, provincial and municipal governments and to mitigate risk to the health and safety of our communities, shareholders and employees, the Corporation requests that shareholders NOT attend the Meeting in person. The Corporation encourages shareholders to instead vote their shares in advance of the Meeting via mail, facsimile or online. If any shareholder does wish to attend the Meeting in person, please contact the Corporation's Chief Financial Officer at (604) 664-1078 or info@hiveblockchain.com in order for arrangements to be made that comply with all recommendations, regulations and orders related to the COVID-19 pandemic. The Meeting can accommodate no more than ten people and attendance will be on a first come, first served basis. No shareholder who is experiencing any symptoms of COVID-19, including fever, cough or difficulty breathing will be permitted to attend the Meeting in person. The Corporation may take additional precautionary measures in relation to the Meeting as necessary or advisable in response to further developments related to the COVID-19 pandemic and shall comply with all applicable recommendations, regulations and orders related thereto. In the event it is not possible or advisable to hold the Meeting in person, the Corporation will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

Shareholders are encouraged to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular. As set out in the notes, the enclosed form of proxy is solicited by management, but, you may amend it to appoint another person (who need not be a shareholder) to attend and act for you at the meeting other than the persons named in the form of proxy if you so desire by inserting in the blank space provided in the form of proxy the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 9^th^day of November, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

"Frank Holmes"

Frank Holmes

Interim CEO and Executive Chairman

HIVE Blockchain Technologies Ltd.: Exhibit 99.6 - Filed by newsfilecorp.com

INFORMATION CIRCULAR

(containing information as at November 9, 2021, unless indicated otherwise)

For the Annual General Meeting to be held on Tuesday, December 21, 2021

SOLICITATION OF PROXIES

This information circular is furnished in connection with the solicitation of proxies by the management of HIVE BLOCKCHAIN TECHNOLOGIES LTD. (the "Corporation") for use at the annual general meeting (the "Meeting"), of the shareholders (the "Shareholders") of the Corporation, to be held on Tuesday, December 21, 2021 at the time and place and for the purposes set forth in the accompanying notice of meeting and at any adjournment thereof. The enclosed instrument of proxy is solicited by the management of the Corporation. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of the Corporation. The cost of solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy (the "Proxy") are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL INSERT THE NAME OF HIS NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE CORPORATION'S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO M5J 2Y1, OR BY TOLL FREE FAX 1.866.249.7775 NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.

The Proxy must be signed and dated by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited with the Corporation's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 9^th^floor, Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxyholder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The enclosed Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this information circular, the management of the Corporation is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the proxies hereby solicited will be voted on such matters in accordance with the best judgment of the nominee.

For matters to be passed by ordinary resolution, a majority greater than one-half of the votes cast will be required to approve a motion. For matters to be passed by special resolution, a majority of not less than two-thirds of the votes cast will be required to approve such motion. In the event a motion proposed at the Meeting requires disinterested shareholder approval, common shares held by shareholders of the Corporation who have an interest in the motion and common shares held by their "associates", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

General

The authorized capital of the Corporation currently consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. There were 388,650,689 common shares of the Corporation issued and outstanding as of the close of business on November 9, 2021, each share carrying the right to one vote. There were no preferred shares issued and outstanding as of the close of business on November 9, 2021.

Only Shareholders of record as at the close of business on November 9, 2021 (the "Record Date") who either personally attend the Meeting (see "COVID-19 Precautions" below) or who have completed and delivered a form of Proxy in the manner and subject to the provisions described under the heading "Appointment and Revocation of Proxies" shall be entitled to vote, or have their common shares voted, at the Meeting, or any adjournment thereof. On any poll, each Shareholder of record holding common shares of the Corporation on the Record Date is entitled to one vote for each common share registered in his or her name on the list of shareholders as at the Record Date.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold common shares in their own name. Shareholders who do not hold their common shares in their own name (referred to in this information circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those common shares will not be registered in the Shareholder's name on the records of the Corporation. Such common shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). The common shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker's clients. Therefore,

Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the common shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications ("Broadridge"). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote common shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such common shares are voted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting common shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a shareholder and vote common shares in that capacity (see "COVID-19 Precautions" below. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their common shares as a proxyholder.

The Corporation is not relying on the "Notice-and-Access" delivery procedures outlined in National Instrument 54- 101 to distribute copies of the proxy related materials in connection with the Meeting.

Principal Holders of Voting Shares

To the knowledge of the directors and senior officers of the Corporation, there are no persons or corporations that beneficially own, directly or indirectly, or exercise control or direction over, common shares carrying more than 10% of the voting rights attached to all outstanding common shares of the Corporation as of November 9, 2021.

COVID-19 PRECAUTIONS

In light of the ongoing public health concerns related to COVID-19 and in order to comply with physical distancing measures imposed by the federal, provincial and municipal governments and to mitigate risk to the health and safety of our communities, shareholders and employees, the Corporation requests that shareholders not attend the Meeting in person. The Corporation encourages shareholders to instead vote their shares in advance of the Meeting via mail, facsimile or online.

If any shareholder does wish to attend the Meeting in person, please contact the Corporation's Chief Financial Officer at (604) 664-1078 or info@hiveblockchain.com in order for arrangements to be made that comply with all recommendations, regulations and orders related to the COVID-19 pandemic. The Meeting can accommodate no more than ten people and attendance will be on a first come, first served basis. No shareholder who is experiencing any symptoms of COVID-19, including fever, cough or difficulty breathing will be permitted to attend the Meeting in person. The Corporation may take additional precautionary measures in relation to the Meeting as necessary or advisable in response to further developments related to the COVID-19 pandemic and shall comply with all applicable recommendations, regulations and orders related thereto. In the event it is not possible or advisable to hold the Meeting in person, the Corporation will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

EXECUTIVE COMPENSATION

Definitions (for the purpose of this Information Circular):

"CEO" means an individual who acted as chief executive officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year;

"closing market price" means the price at which the Corporation's security was last sold, on the applicable date,

(a) in the security's principal marketplace in Canada, or

(b) if the security is not listed or quoted on a marketplace in Canada, in the security's principal marketplace;

"company" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment;

"external management company" includes a subsidiary, affiliate or associate of the external management company; "grant date" means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment;

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award" means compensation awarded, earned, paid, or payable under an incentive plan; "NEO" or "Named Executive Officer" means each of the following individuals:

(a) a CEO;

(b) a CFO;

(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year;

"non-equity incentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons; and

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

All references to "$" in this Information Circular refer to Canadian dollars. The Corporation reports its financial results in United States dollars, however, all compensation awarded to, earned by, paid to, or payable to Named Executive Officers and Directors is done so and described below in Canadian dollars, unless otherwise stated.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation provided to the Corporation's NEOs is determined and reviewed by the Corporation's Compensation Committee. In establishing executive compensation policies, the Compensation Committee takes into consideration the recommendations of management and, following discussion and review, reports them to the Corporation's full Board of Directors for final approval. The members of the Compensation Committee are Frank Holmes and Dave Perrill.

Compensation for the Corporation's NEOs consists of:

(a) Base Salary;

(b) Option Based Awards;

(d) Eligibility to Receive Bonuses in the Form of Cash Payments.

Through its executive compensation practices, the Corporation seeks to provide value to its shareholders. Specifically, the Corporation's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Corporation's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Corporation's success, align the interests of the Corporation's executives and shareholders by motivating executives to increase shareholder value.

Within the context of the overall objectives of the Corporation's compensation practices, the Corporation determined the specific amounts of compensation to be paid to its executives during the year ended March 31, 2021 based on a number of factors, including the performance of the Corporation's executives during the fiscal year, the roles and responsibilities of the Corporation's executives, the Corporation's executives' historical compensation and performance, and any contractual commitments the Corporation has made to its executives regarding compensation.

The Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Corporation's compensation policies. Risk management is a consideration of the Board of Directors when implementing its compensation policies and the Board of Directors do not believe that the Corporation's compensation policies result in unnecessary or inappropriate risk-taking including risks that are likely to have a material adverse effect on the Corporation.

Base Salary

The Corporation believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Corporation also believes that attractive base salaries can motivate and reward executives for their overall performance.

To the extent that the Corporation has entered into employment agreements with its executives, the base salaries of such individuals reflect the base salaries that the Corporation negotiated with them. The base salaries that the Corporation negotiated with its executives were based on the individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, the base salaries of the Corporation's existing executives and other factors.

Option Based Awards

The Corporation has in effect a stock option plan (the "Option Plan") in order to provide effective incentives to directors, officers, senior management personnel and consultants of the Corporation and to enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation's Shareholders. In determining option grants to the NEO's, the Compensation Committee together with management takes into consideration factors that include the amount and exercise price of previous option grants, other forms and amounts of compensation, the NEOs experience, level of expertise and responsibilities, and the contributions of each NEO towards the completion of corporate transactions in any given fiscal year.

Under the Option Plan, the maximum number of common shares reserved for issuance pursuant to the exercise of stock options, in combination with all other security-based compensation plans, shall not exceed 10% of the issued common shares of the Corporation from time to time. The Option Plan was adopted by the Board on July 20, 2017 and last approved by Shareholders at the Corporation's previous annual general meeting of the Shareholders held on December 22, 2020. Under the policies of the TSX Venture Exchange, a rolling stock option plan must be re-approved by Shareholders on a yearly basis and as such, the Corporation will be asking Shareholders to re-approve the Option Plan at the Meeting. The significant terms of the Corporation's Option Plan are set out below under the heading "Particulars of Other Matters to be Acted Upon - Re-Approval of Rolling Stock Option Plan".

Awards under the Corporation's Restricted Share Unit Plan

The Corporation has in effect a restricted share unit plan (the "RSU Plan") in order to provide effective incentives to directors, officers, senior management personnel and consultants of the Corporation and to enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation's Shareholders. In determining RSU grants to the Named Executive Officers, the Compensation Committee together with management takes into consideration factors that include the amount of previous RSU grants, other forms and amounts of compensation, the NEOs experience, level of expertise and responsibilities, and the contributions of each NEO towards the completion of corporate transactions in any given fiscal year.

Under the RSU Plan, the maximum number of common shares reserved for issuance is 10,000,000, and in combination with all other security-based compensation plans, shall not exceed 10% the issued common shares of the Corporation from time to time. The RSU Plan was adopted by the Board on October 17, 2018 and last approved by Shareholders at the Corporation's previous annual general meeting of the Shareholders held on December 22, 2020. Under the policies of the TSX Venture Exchange, a restricted share unit plan must be re-approved by Shareholders on a yearly basis and as such, the Corporation will be asking Shareholders to re-approve the RSU Plan at the Meeting. The significant terms of the Corporation's RSU Plan are set out below under the heading "Particulars of Other Matters to be Acted Upon - Re-Approval of Restricted Share Unit Plan".

Eligibility to Receive Bonuses in the Form of Cash Payments

The Compensation Committee, together with recommendations from management, awards bonuses based on both individual performance and corporate success at various times throughout the year. At this time, the Corporation does not have any specific milestone criteria for issuing bonuses.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Corporation and none are proposed at this time.

Use of Financial Instruments

The Corporation does not have a policy that would prohibit a Named Executive Officer or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument.

SUMMARY COMPENSATION TABLE

In accordance with applicable legislation, the Corporation had two Named Executive Officers during the financial year ended March 31, 2021, namely Darcy Daubaras and Frank Holmes.

The following table sets forth particulars of all compensation paid to the Named Executive Officers during the years ended March 31, 2021, 2020, and 2019, expressed in Canadian dollars.

NEO Name and<br>Principal Position	Financial<br>Year<br>ended<br>March 31	Salary<br>($)	Share-<br>based<br>awards<br>($)	Option-<br>based<br>awards<br>($)	Non-equity incentive plancompensation ()	Pension<br>value<br>($)	All other<br>comp-<br>ensation<br>($)	Total<br>comp-<br>ensation<br>($)
					Annualincentiveplans
Frank Holmes^(1)^	2021	Nil	Nil	Nil	Nil	Nil	95,000^(1)^	95,000
(Interim CEO and Executive	2020	Nil	145,000^(3)^	137,140^(4)^	Nil	Nil	78,000^(1)^	360,140
Chairman)	2019	Nil	Nil	Nil	Nil	Nil	82,000	82,000
Darcy Daubaras^(2)^	2021	180,000	Nil	Nil	127,775	Nil	Nil	307,775
(CFO)	2020	180,000	145,000^(3)^	137,140^(4)^	100,000	Nil	Nil	562,140
	2019	90,000	Nil	103,555^(5)^	Nil	Nil	Nil	193,555

All values are in US Dollars.

(1) Frank Holmes has served as Interim CEO and Interim Executive Chairman since August 31, 2018. On December 22, 2020, Frank Holmes became the Executive Chairman. Prior to that he served as Non-Executive Chairman since August 23, 2017. Mr. Holmes earns director's fees of $60,000 per year commencing January 1, 2018 and $2,000 per Board Meeting attended since August 31, 2018.

(2) Darcy Daubaras has served as CFO since October 1, 2018.

(3) On February 10, 2020, the Corporation granted 500,000 restricted shares units ("RSUs") (vesting quarterly over two years) to each of Frank Holmes and Darcy Daubaras. All share-based awards for the year ended March 31, 2020 reflect a dollar amount of RSUs that were granted to each NEO on February 10, 2020. Fair value of the RSUs was calculated using the closing price of the Corporation's common shares on the TSX Venture Exchange on the trading day before the grant of February 7, 2020, which was $0.29. These values do not represent actual amounts received by the NEOs as the value will depend on the market value of the shares on the date that the RSUs vest. None of these RSUs vested in the year ended March 31, 2020.

(4) On February 10, 2020, the Corporation granted 500,000 options (vesting quarterly over two years) to each of Frank Holmes and Darcy Daubaras exercisable at a price of $0.29 per share until February 10, 2030. A "grant date fair value" has been attributed to these non-cash option-based awards. The value of these options has been determined using the Black-Scholes model. The Corporation chose this methodology because it is recognized as the most common methodology used for valuing options and doing value comparisons. These values do not represent actual amounts received by the NEOs as the gain, if any, will depend on the market value of the shares on the date that the option is exercised. The Black-Scholes assumptions used by the Corporation were: i) annualized volatility: 120%; ii) expected life: 6.00 years; iii) risk-free interest rate: 1.32%; and iv) dividend yield: 0%; this is consistent with the accounting values used in the Corporation's financial statements.

(5) On December 21, 2018, the Corporation granted 500,000 options (with certain vesting provisions) to Darcy Daubaras, exercisable at a price of $0.27 per share until December 21, 2028. A "grant date fair value" has been attributed to these non-cash option-based awards. The value of these options has been determined using the Black-Scholes model. The Corporation chose this methodology because it is recognized as the most common methodology used for valuing options and doing value comparisons. These values do not represent actual amounts received by the NEOs as the gain, if any, will depend on the market value of the shares on the date that the option is exercised. The Black-Scholes assumptions used by the Corporation were: i) annualized volatility: 104%; ii) expected life: 2.7 years; iii) risk-free interest rate: 2.00%; and iv) dividend yield: 0%; this is consistent with the accounting values used in the Corporation's financial statements.

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth particulars of all outstanding share-based and option-based awards granted to the Named Executive Officers and which were outstanding at March 31, 2021, expressed in Canadian dollars:

	Option-based Awards				Share-based Awards^(3)^
Name	Number of<br>securities<br>underlying<br>unexercised<br>options<br>(#)	Option<br>exercise<br>price<br>($)	Option<br>expiration date	Value of<br>unexercised in-the-<br>money<br>options<br>($)(1)	Number of<br>shares or<br>units of<br>shares that<br>have not<br>vested<br>(#)	Market or<br>payout value<br>of share-based<br>awards that<br>have not<br>vested<br>($)^(2)^	Market or<br>payout value of<br>vested share-<br>based awards<br>not paid out or<br>distributed<br>($)
Frank Holmes	2,500,000	$0.30	Sept 14, 2027	11,525,000	250,000	1,227,500	Nil
	500,000	$0.29	Feb 10, 2030	2,310,000
Darcy Daubaras	500,000	$0.27	Dec 21, 2028	2,320,000	250,000	1,227,500	Nil
	500,000	$0.29	Feb 10, 2030	2,310,000

(1) The value of unexercised in-the-money Options is calculated by multiplying the difference between the closing price of the Corporation's common shares on the TSX Venture Exchange on March 31, 2021, which was $4.91, and the Option exercise price, by the number of outstanding options (both vested and unvested).

(2) Market value of the RSUs was calculated by multiplying the number of unvested RSUs, respectively, by the market value of the underlying shares on March 31, 2021, which was $4.91.

(3) This table sets forth all RSUs that have been granted to each NEO and are outstanding as at March 31, 2021.

Incentive Plan Awards - Value Vested or Earned During the Year

No stock options were granted to Named Executive Officers during the year ended March 31, 2021. 687,500 stock options that were previously granted to Named Executive Officers vested during the year ended March 31, 2021.

No restricted share units were granted to Named Executive Officers during the year ended March 31, 2021. 500,000 restricted share units that were previously granted to Named Executive Officers vested during the year ended March 31, 2021.

The following table summarizes, for the Named Executive Officers of the Corporation, the value of incentive plan awards vested or earned during the year ended March 31, 2021, expressed in Canadian dollars:

NEO Name	Option-based awards - Value<br>vested during the year<br>($)	Share-based awards - Value vested<br>during the year<br>($)	Non-equity incentive plan<br>compensation - Value earned<br>during the year<br>($)
Frank Holmes	8,125	284,375	Nil
Darcy Daubaras	225,000	284,375	127,775

NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS

The Corporation has entered into written agreements with certain of its NEOs, namely Darcy Daubaras, which contain terms relating to duties, salaries, compensation, benefits, termination, change of control and severance. The benefits provided to the above mentioned NEOs are standard benefits which include life insurance, short and long-term disability insurance, health and medical insurance programs and plans. The following sets out further details for the above mentioned NEO relating to their agreement with the Corporation:

Darcy Daubaras

Effective October 1, 2018, the Corporation and Darcy Daubaras entered into an agreement whereby Mr. Daubaras fulfills the role of Chief Financial Officer of the Corporation on a full time basis. Pursuant to this agreement, Mr. Daubaras is entitled to receive an annual salary in the amount of $180,000. Effective April 1, 2021, Mr. Daubaras' annual salary increased to $250,000.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Pursuant to the agreement entered into between the Corporation and Mr. Daubaras, Mr. Daubaras is entitled to compensation from the Corporation in the event of termination without cause in the amount equal to one month salary for every full year of employment. Assuming Mr. Daubaras was terminated without cause on March 31, 2021, he would be entitled to receive $30,000.

The agreement with Mr. Daubaras also provides that if, within 12 months of a change of control of the Corporation, Mr. Daubaras is terminated without cause or resigns for "good reason", Mr. Daubaras will be entitled to receive a lump sum payment equal to six months of his annual salary and all stock options granted to him will immediately accelerate, vest, and become fully exercisable. Assuming Mr. Daubaras was terminated without cause or resigned for "good reason" on March 31, 2021 following a change of control, he would be entitled to receive severance of $90,000.

DIRECTOR COMPENSATION

During the financial year ended March 31, 2021, there were six individuals who served as a director of the Corporation for either all or a portion of the year, one of which was an NEO - namely Frank Holmes. Compensation for the NEOs has been discussed above.

The following table sets forth particulars of all compensation paid to directors who were not NEOs during the year ended March 31, 2021, expressed in Canadian dollars:

Name	Fees Earned<br>($)	Share-based Awards ($)	Option-based<br>Awards<br>($)	Non-equity Incentive Plan Compensation ($)	Pension Value ($)	All other Compensation ($)	Total ($)
Tobias Ebel^(1)^	87,000	Nil	Nil	Nil	Nil	Nil	87,000
Ian Mann^(2)^	64,000	Nil	Nil	Nil	Nil	Nil	64,000
Marcus New^(3)^	78,000	Nil	Nil	Nil	Nil	Nil	78,000

Name	Fees Earned<br>($)	Share-based Awards ($)	Option-based<br>Awards<br>($)	Non-equity Incentive Plan Compensation ($)	Pension Value ($)	All other Compensation ($)	Total ($)
Olivier Roussy Newton^(4)^	66,000	Nil	Nil	Nil	Nil	Nil	66,000
Dave Perrill^(5)^	91,000	Nil	Nil	Nil	Nil	Nil	91,000

(1) Tobias Ebel has served as a Director since August 23, 2017.

(2) Ian Mann has served as an Independent Director since May 29, 2020.

(3) Marcus New has served as an Independent Director since March 25, 2018.

(4) Oliver Roussy Newton served as a Director since August 23, 2017. Mr. Roussy Newton resigned as a Director on December 22, 2020.

(5) Dave Perrill has served as an Independent Director since October 21, 2019.

Narrative Discussion

All directors who are not considered permanent management of the Corporation receive a director's fee every quarter in the amount of $15,000. Since August 31, 2018, all directors (including directors who serve as interim management) also receive meeting fees in the amount of $2,000 per meeting for Board Meeting attendance due to the increased participation of the directors during the period of interim management. Stock options and RSUs are granted to the directors of the Corporation as an incentive and compensation for their time and efforts provided to the Corporation.

The Corporation's directors and officers are covered under directors and officers liability insurance policies. As at March 31, 2021, the coverage amount applicable to the Corporate Directors and Officers Liability the policy limit was $10,000,000 per claim and aggregate and Side A DIC (Difference in Conditions) of $5,000,000 excess of underlying $10,000,000 per claim and aggregate. The Corporate D&O Policy retentions are $100,000 per claim except $350,000 for securities claims but $500,000 for securities claims in the USA.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth particulars of all outstanding share-based and option-based awards granted to the directors who were not NEOs and which were outstanding at March 31, 2021, expressed in Canadian dollars:

	Option-based Awards				Share-based Awards^(3)^
Name	Number of<br>securities<br>underlying<br>unexercised<br>options<br>(#)	Option<br>exercise<br>price<br>($)	Option<br>expiration date	Value of<br>unexercised in-the-<br>money<br>options<br>($)^(1)^	Number of<br>shares or<br>units of<br>shares that<br>have not<br>vested<br>(#)	Market or<br>payout value<br>of share-based<br>awards that<br>have not<br>vested^(2)^<br>($)	Market or<br>payout value of<br>vested share-<br>based awards<br>not paid out or<br>distributed<br>($)
Tobias Ebel	500,000	$0.29	Feb 10, 2030	2,310,000	250,000	1,227,500	N/A
Ian Mann	1,000,000	$5.00	Feb 23, 2031	Nil	200,000	982,000	N/A
Marcus New	500,000<br>2,000,000<br>250,000	$0.29<br>$0.62<br>$2.00	Feb 10, 2030<br>Sept 18, 2028<br>Mar 26, 2028	2,310,000<br>8,580,000<br>727,500	250,000	1,227,500	N/A
Dave Perrill	500,000	$0.29	Feb 10, 2030	2,310,000	250,000	1,227,500	N/A

(2) Market value of the RSUs was calculated by multiplying the number of unvested RSUs, respectively, by the market value of the underlying shares on March 31, 2021, which was $4.91.

(3) This table sets forth all RSUs that have been granted to each director and are outstanding as at March 31, 2021.

Incentive Plan Awards - Value Vested or Earned During the Year

1,000,000 stock options were granted to a director who was not a NEOs during the year ended March 31, 2021, though, none of these options vested during the year ended March 31, 2021. 750,000 stock options that were previously granted to directors who were not NEOs vested during the year ended March 31, 2021.

200,000 restricted share units were granted to a director who was not a NEOs during the year ended March 31, 2021, however, none of these restricted share units vested during the year ended March 31, 2021. 1,000,000 restricted share units that were previously granted to directors who were not NEOs vested during the year ended March 31, 2021.

The following table summarizes, for the directors of the Corporation who were not NEOs, the value of incentive plan awards vested or earned during the year ended March 31, 2021, expressed in Canadian dollars:

Director Name	Option-based awards - Value<br>vested during the year<br>($)	Share-based awards - Value vested<br>during the year<br>($)	Non-equity incentive plan<br>compensation - Value earned<br>during the year<br>($)
Tobias Ebel	8,125	284,375	Nil
Ian Mann	Nil^(1)^	Nil	Nil
Marcus New	8,125	284,375	Nil
Dave Perrill	8,125	284,375	Nil

(1) 1,000,000 of Mr. Mann's stock options vested during the year ended March 31, 2021, however because the exercise price of these options was equal to or greater than the market price of the Common Shares on the date of vesting, the value vested was Nil.

MANAGEMENT CONTRACTS

Management functions of the Corporation or any of its subsidiaries are not to any substantial degree performed by a person other than the directors or executive officers of the Corporation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out particulars of the compensation plans under which equity securities of the Corporation are authorized for issuance as of March 31, 2021.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	A<br>Number of securities to be<br>issued upon exercise of<br>outstanding options,<br>warrants and rights	B<br>Weighted average<br>exercise price of<br>outstanding options,<br>warrants and rights	C<br>Number of securities<br>remaining available for<br>future issuance under equity<br>compensation plans<br>(excluding securities reflected<br>in column A)
Equity compensation plans approved by<br>securityholders ^(1)^	Options: 13,554,196<br>RSUs: 1,784,000	$0.87<br>N/A^(2)^	Combined: 21,433,008^(3)^
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
TOTALS:	15,338,196	$0.87	21,433,008

Note:

(1) Represents the Option Plan and RSU Plan of the Corporation. The maximum number of reserved shares under these plans is a combined 10% of the issued and outstanding common shares of the Corporation from time to time. The RSU Plan also has a fixed limit of 10,000,000. As at March 31, 2021, there were 367,712,036 common shares of the Corporation issued and outstanding.

(2) The common shares issuable upon exercise of vested RSUs are issuable at no additional consideration.

(3) The remaining available under the RSU Plan fixed limit is 6,590,000.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than "routine indebtedness" as defined in applicable securities legislation, since April 1, 2020, being the beginning of the most recently completed fiscal year of the Corporation, none of:

(a) the executive officers, directors, employees and former executive officers, directors and employees of the Corporation or any of its subsidiaries; or

(b) the proposed nominees for election as a director of the Corporation; or

is or has been indebted to the Corporation or any of its subsidiaries or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, and which was not entirely repaid on or before the date of this information circular.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director, senior officer or insider of the Corporation, no proposed nominee for director and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting other than the election of directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, "Informed Person" means (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Corporation; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Corporation, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed in this Information Circular or in the Notes to the Corporation's financial statements for the financial year ended March 31, 2021 none of:

(a) the Informed Persons of the Corporation; or

(b) the proposed nominees for election as a director of the Corporation; or

has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's financial year ended March 31, 2021 or in any proposed transaction which has materially affected or would materially affect the Corporation or any subsidiary of the Corporation.

FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the year ended March 31, 2021 (the "Financial Statements"), together with the Auditor's Report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor's Report thereon, together with the related Management's Discussion and Analysis for the financial year ended March 31, 2021 are available on SEDAR at www.sedar.com. The Notice of Annual General Meeting of Shareholders, Information Circular, Request for Financial Statements and form of Proxy will be available from the Corporation's Registrar and Transfer Agent, Computershare Investor Services Inc., 510 Burrard Street, 3^rd^floor, Vancouver, British Columbia V6C 3B9, or from the Corporation's head office located at Suite 855, 789 West Pender Street, Vancouver, British Columbia V6C 1H2.

REQUEST FOR FINANCIAL STATEMENTS

National Instrument 51-102 "Continuous Disclosure Obligations" sets out the procedures for a shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered shareholders must also complete and return the enclosed form or provide written instructions in order to receive the Financial Statements.

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ELECTION OF DIRECTORS

Management is nominating five (5) individuals to stand for election. Each director of the Corporation is elected annually and holds office until the next annual general meeting of the Shareholders of the Corporation, until his successor is duly elected, or until his resignation as a director. In the absence of instructions to the contrary, the shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

Advance Notice Provisions

At the Corporation's annual general and special meeting of Shareholders held on August 23, 2017, the Corporation's Shareholders voted to adopt amendments to the Corporation's Articles to include advance notice provisions (the "Advance Notice Provisions"). The Advance Notice Provisions include, among other things, a provision that requires advance notice be given to the Corporation in circumstances where nomination of persons for election to the Board are made by Shareholders of the Corporation. The Advance Notice Provisions set a deadline by which Shareholders must submit nominations (a "Notice") for the election of directors to the Corporation prior to any annual or special meeting of Shareholders. The Advance Notice Provisions also set forth the information that a Shareholder must include in the Notice to the Corporation and establish the form in which the Shareholder must submit the Notice for that notice to be in proper written form. In the case of an annual meeting of Shareholders, a Notice must be provided to the Corporation not less than 30 days and not more than 65 days prior to the date of the annual meeting.

As of the date of this Information Circular, the Corporation has not received notice of a nomination in compliance with the Advance Notice Provisions.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by management for election as a director, the Province and Country in which each person is ordinarily resident, the positions and offices which each presently holds with the Corporation, the period of time for which each person has been a director of the Corporation, the respective principal occupations or employment during the past five years if such nominee is not presently an elected director and the number of common shares of the Corporation which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular.

The nominees for the office of director and information concerning them as furnished by the individual nominees are as follows. Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the election of the following individuals as directors of the Corporation.

Name, Province or State and<br>Country of Residence, and<br>Position with the<br>Corporation^(1)^	Present Principal Occupation, Business or<br>Employment^(1)^	Date Served as<br>Director Since	Number of Common<br>Shares Beneficially<br>Owned, or Controlled or<br>Directed, Directly or<br>Indirectly^(1)^
Frank Holmes<br>Texas, USA<br>Executive Chairman<br>& Interim CEO	Chief Executive Officer and Chief Investment<br>Officer of U.S. Global Investors	August 23, 2017	10,570,000
Ian Mann<br>Smith's Parish, Bermuda<br>Director	Retired Hedge Fund Manager	May 29, 2020	100,000
Susan B. McGee<br>Texas, USA<br>Director Nominee	Independent Director	To be Nominated	Nil

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Name, Province or State and<br>Country of Residence, and<br>Position with the<br>Corporation^(1)^	Present Principal Occupation, Business or<br>Employment^(1)^	Date Served as<br>Director Since	Number of Common<br>Shares Beneficially<br>Owned, or Controlled or<br>Directed, Directly or<br>Indirectly^(1)^
Marcus New<br>British Columbia, Canada<br>Director	CEO of InvestX Capital & Managing Partner of<br>InvestX Master GP1. Former CEO of Stockhouse<br>Publishing.	March 25, 2018	283,000
Dave Perrill<br>Minnesota, USA<br>Director	Founder and CEO of Compute North.	October 21, 2019	187,500

Note:

(1) The information as to the Province and Country of residence, principal occupation and shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Corporation, has been furnished by the respective directors individually as of November 9, 2021, being the Record Date of this information circular.

Pursuant to National Instrument 52-110, the Corporation is required to have an Audit Committee of its Board of Directors. The current members of the Audit Committee are Frank Holmes, Marcus New and David Perrill. See "Schedule A" below for further information on the Audit Committee of the Corporation.

CEASE TRADE ORDERS, CORPORATE AND PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS

Other than as set out below, no proposed nominees for director have been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that:

(a) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days;

(b) while that person was acting in that capacity, was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

(c) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(d) has been subject to:

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Marcus New, was Chief Executive Officer and a director of Invictus when the securities of Invictus were cease traded by the British Columbia Securities Commission on December 8, 2011 and by the Alberta Securities Commission on March 9, 2012, for failing to file certain financial statements and management's discussion and analysis (such cease trade orders were revoked on June 26 and 28, 2013 respectively).

Each of Frank Holmes and Marcus New were directors of HIVE (Frank Holmes, Interim Executive Chairman) during a management cease trade order issued by the British Columbia Securities Commission on July 30, 2019, in connection with the late filing of the Corporation's March 31, 2019 annual financial statements and management's discussion and analysis (such cease trade order was revoked on October 8, 2019 upon the filing of the relevant financial statements and management's discussion and analysis).

13 -

Each of Frank Holmes, Ian Mann, Marcus New and David Perrill were directors of HIVE (Frank Holmes, Executive Chairman) during a management cease trade order issued by the British Columbia Securities Commission on July 30, 2021, in connection with the late filing of the Corporation's March 31, 2021 annual financial statements and management's discussion and analysis (such cease trade order was revoked on October 4, 2021 upon the filing of the relevant financial statements and management's discussion and analysis).

AUDIT COMMITTEE DISCLOSURE

The charter of the Corporation's audit committee and the other information required to be disclosed by Form 52-110F2 are attached as Schedule "A".

CORPORATE GOVERNANCE

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this information circular as Schedule "B".

APPOINTMENT AND REMUNERATION OF AUDITOR

The Board of Directors proposes to re-appoint Davidson & Company LLP, Chartered Professional Accountants, of Vancouver, British Columbia as auditors of the Corporation. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of Davidson & Company LLP, Chartered Professional Accountants as auditors of the Corporation to hold office until the close of the next annual general meeting of the Corporation. It is proposed that the remuneration to be paid to the auditors of the Corporation be fixed by the Board of Directors of the Corporation. Davidson & Company LLP, Chartered Professional Accountants, have been auditor of the corporation since April 10, 2019.

Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the re- appointment of Davidson & Company LLP, Chartered Professional Accountants, of Vancouver, British Columbia as auditors of the Corporation, and the remuneration to be paid to the auditors of the Corporation be fixed by the Board of Directors of the Corporation.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

A. Re-Approval of Rolling Stock Option Plan

At last year's annual general meeting, the Corporation proposed and its Shareholders approved the Corporation's 10% "rolling" Option Plan. Under the policies of the TSX Venture Exchange, a rolling stock option plan must be re- approved on a yearly basis by shareholders. Shareholders will be asked to pass an ordinary resolution re-approving the Option Plan. The details of the Option Plan are set forth below.

(a) the Option Plan reserves, for issuance pursuant to the exercise of stock options, a maximum number of common shares of the Corporation equal to up to a maximum of 10% of the issued common shares of the Corporation at the time of any stock option grant;

(b) an optionee must either be an Eligible Charitable Organization or a Director, Employee or Consultant of the Corporation at the time the option is granted in order to be eligible for the grant of a stock option to the optionee;

(c) the aggregate number of options granted to any one Person (and companies wholly owned by that Person) in a 12 month period must not exceed 5% of the issued common shares of the Corporation calculated on the date an option is granted to the Person (unless the Corporation has obtained the requisite Disinterested Shareholder Approval);

(d) the aggregate number of options granted to any one Consultant in a 12 month period must not exceed 2% of the issued common shares of the Corporation, calculated at the date an option is granted to the Consultant;

14 -

(e) the aggregate number of options granted to all Persons retained to provide Investor Relations Activities must not exceed 2% of the issued shares of the Corporation in any 12 month period, calculated at the date an option is granted to any such Person;

(f) options issued to Persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any 3 month period;

(g) the minimum exercise price per common share of a stock option must not be less than the Market Price of the common shares of the Corporation, subject to a minimum exercise price of $0.05;

(h) options can be exercisable for a maximum of 10 years from the date of grant (subject to extension where the expiry date falls within a "blackout period" (see (o) below);

(i) stock options (other than options held by a person involved in investor relations activities) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or Management Company Employee otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the Board. Stock options granted to persons involved in Investor Relations Activities will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the Board;

(j) all options are non-assignable and non-transferable;

(k) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of a stock option if the optionee is an Insider of the Corporation at the time of the proposed amendment;

(l) the Option Plan contains provisions for adjustment in the number of common shares or other property issuable on exercise of a stock option in the event of a share consolidation, split, reclassification or other capital reorganization, or a stock dividend, amalgamation, merger or other relevant corporate transaction, or any other relevant change in or event affecting the common shares;

(m) upon the occurrence of an Accelerated Vesting Event (as defined in the Option Plan), the Board will have the power, at its sole discretion and without being required to obtain the approval of shareholders or the holder of any stock option, to make such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of common shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Option Plan be final, conclusive and binding;

(n) in connection with the exercise of an option, as a condition to such exercise the Corporation shall require the optionee to pay to the Corporation an amount as necessary so as to ensure that the Corporation is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option; and

(o) a stock option will be automatically extended past its expiry date if such expiry date falls within a blackout period during which the Corporation prohibits optionees from exercising their options, subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Corporation pursuant to its internal trading policies; and (ii) must expire upon the general disclosure of undisclosed Material Information; and (b) the automatic extension of an optionee's stock option will not be permitted where the optionee or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation's securities.

15 -

"Consultant", "Director", "Disinterested Shareholder Approval", "Eligible Charitable Organization", "Employee", "Investor Relations Activities", "Management Company Employee", "Market Price", "Material Information", "Person" and "Securities Laws" all have the same definition as in the policies of the TSX Venture Exchange.

Management recommends, and the persons named in the enclosed Proxy intend to vote in favour of, the approval of the Option Plan.

The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting in person or by Proxy must be voted in favour of the resolution.

"BE IT RESOLVED THAT the Corporation's Option Plan dated July 20, 2017 be and is hereby ratified, confirmed and approved, together with any amendments or additional provisions as the directors of the Corporation may deem necessary or advisable, provided that such amendments are not inconsistent with the policies of the TSX Venture Exchange."

B. Re-Approval of Restricted Share Unit Plan

Under the policies of the TSX Venture Exchange, the Corporation's Restricted Share Unit Plan (the "RSU Plan") must be re-approved on a yearly basis by Shareholders. In order to be re-approved, the resolution must be passed by a majority of the votes cast by the holders of Shares present in person or represented by proxy at the Meeting. Unless instructions are given to decline to vote or to vote against concerning the following resolution, the persons whose names appear in the instrument of proxy intend to vote at the meeting in favor of the following resolution. The details of the Restricted Share Unit Plan are set forth below.

"BE IT RESOLVED THAT the Corporation's Restricted Share Unit Plan be and is hereby ratified, confirmed and approved, together with any amendments or additional provisions as the directors of the Corporation may deem necessary or advisable, provided that such amendments are not inconsistent with the policies of the TSX Venture Exchange."

The Board recommends that Shareholders vote FOR the re-approval of the RSU Plan.

Summary of the RSU Plan

Set out below is a summary of the RSU Plan. This summary is qualified in its entirety by the full text of the RSU Plan, a copy of which will be made available to Shareholders at the Meeting.

Eligibility

RSUs may be granted to any employee, director or consultant of the Corporation or its subsidiaries (collectively, "Eligible Persons"), other than persons conducting investor relations activities, from time to time by the Board, subject to the limitations set forth in the RSU Plan, but may not be granted when that grant would be prohibited by or in breach of applicable laws or any black out period then in effect.

Authority of the Board

The RSU Plan is administered by the Board or a committee thereof. Subject to the limitations of the RSU Plan, without limiting the generality of the foregoing, the Board has the power to: (i) determine which Eligible Persons (defined above) are to be granted RSUs and the number of RSUs to be issued to those Eligible Persons; (ii) determine the terms under which RSUs are granted; (iii) prescribe the form of agreement governing a particular grant of RSUs (the "RSU Agreement"); (iv) interpret the RSU Plan and determine all questions arising out of the RSU Plan and any RSUs granted pursuant to the RSU Plan; and (v) prescribe, amend and rescind rules and procedures relating to the RSU Plan.

Shares Reserved

The maximum number of Shares which may be reserved for issuance under the RSU Plan at any time is 10,000,000 Shares, subject to adjustment by the Board in the event of a change in the capital of the Corporation, and in combination with all share compensation arrangements of the Corporation, including the RSU Plan and the Option Plan, will not exceed 10% of the issued and outstanding Common Shares.

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Limits on Participation

The RSU Plan provides for the following limits on grants, unless approval by Disinterested Shareholders in accordance with the rules of the TSXV is obtained:

• the maximum number of Shares reserved for issuance to insiders under the RSU Plan, together with any other share compensation arrangement, may not exceed 10% of the issued and outstanding Shares;

• the maximum number of RSUs that may be granted to insiders under the RSU Plan, together with any other share compensation arrangement of the Corporation, within a twelve month period, may not exceed 10% of the issued and outstanding Shares calculated on the grant date; and

• the maximum number of RSUs that may be granted to any one Eligible Person under the RSU Plan, together with any other share compensation arrangement of the Corporation, within a twelve-month period, may not exceed 5% of the issued and outstanding Shares calculated on the grant date.

For so long as the Corporation is subject to the requirements of the TSXV (unless permitted otherwise by the rules of the TSXV): (i) the maximum number of RSUs that may be granted to a consultant, together with any other share compensation arrangement of the Corporation, within a twelve-month period, may not exceed 2% of the issued and outstanding Common Shares calculated on the grant date.

Grants and Vesting of RSUs

The Board may in its own discretion, at any time, and from time to time, grant RSUs to Eligible Persons as it determines appropriate, subject to the limitations set out in the RSU Plan. The Board may designate one or more performance periods under the RSU Plan. In respect of each designated performance period and subject to the terms of the RSU Plan, the Board may from time to time establish the grant date and grant to any Eligible Person one or more RSUs as the Board deems appropriate.

At the time a grant of a RSU is made, the Board may, in its sole discretion, establish such performance conditions for the vesting of RSUs as may be specified in the RSU Agreement (the "Performance Conditions"). The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any Performance Conditions. The Board may determine that a RSU shall vest in whole or in part upon achievement of any one Performance Condition or that two or more Performance Conditions must be achieved prior to the vesting of a RSU. Performance Conditions may differ for Restricted Share Units granted to any one Eligible Person to whom RSUs have been granted (a "Participant") or to different Participants. Notwithstanding any other provision of the RSU Plan, the Board may in its sole and absolute discretion accelerate and/or waive any vesting or other conditions, including Performance Conditions, for all or any RSUs for any Participant at any time and from time to time. In no circumstances will RSUs credited to a Participant in respect of a Performance Period vest after three years following the end of the year of the grant date. Any RSUs in respect of a Performance Period that are not vested within three years following the end of the year of the grant date shall be cancelled and no vesting, payment or issuance shall be made under the RSU Plan in respect of such RSUs.

Third Party Offer

If an offer to purchase all of the outstanding Shares is made by a third party, the Board may, to the extent permitted by applicable law and upon giving each Participant written notice, effect the acceleration of the vesting of the RSUs granted under the RSU Plan.

Change of Control

Upon a Change of Control (as defined in the RSU Plan), all RSUs that are outstanding but unvested will automatically and irrevocably become vested in full.

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Delivery of Shares or Cash

RSUs shall vest pursuant to the vesting schedule set out in a Participant's RSU Agreement and, subject to any black out periods then in effect, the Corporation shall redeem such RSUs only at the end of the Performance Period pertaining to the RSUs and issue from treasury one Share for each full RSU that has vested without any further action on the part of the Participant. The Shares issued upon redemption of RSUs shall be registered according to the information in the Corporation's records for a Participant. No partial RSUs may be issued. Notwithstanding the foregoing, at the sole election of the Corporation, the Corporation may redeem all or part of the vested RSUs by making a lump sum payment at the end of the performance period pertaining to the RSUs in respect of all RSUs to be redeemed at such time, equal to the amount determined by multiplying the number of RSUs credited to the Participant that are vested on such vesting date by the closing price of the Shares for the most recent trading day preceding the vesting date.

Tax and Tax Withholding

The Corporation shall require such Participant to pay or cause to be paid to the Corporation an amount as necessary so as to ensure that the Corporation is in compliance with the applicable provisions of any federal, provincial or local law relating to the withholding of tax or other required deductions in connection with the exercise of such RSUs (the "Source Deductions"); or in the event a Participant does not pay or cause to be paid the amount specified, then the Corporation shall be permitted to: (a) engage a broker or other agent on behalf of the Participant or Permitted Assign (as defined in the RSU Plan), at the risk and expense of the Participant, to sell a portion of the underlying Shares issued on the exercise of such RSU through the facilities of the TSXV, and to apply the proceeds received on the sale of such underlying Shares as necessary so as to ensure that the Corporation is in compliance with the applicable Source Deductions relating to the exercise of such RSUs, or (b) reduce the number of Shares to be issued to a Participant in respect of redeemed RSUs in an amount that is equal in value to the cash amount of the Source Deductions and pay the Source Deductions in cash as necessary. In addition, the Corporation shall be entitled to withhold from any amount payable to a Participant, such amount as may be necessary so as to ensure that the Corporation is in compliance with the applicable Source Deductions relating to the exercise of any RSU.

Termination of Employment

Unless otherwise determined by the Board in its sole discretion, or as specified in the applicable RSU agreement:

• upon the voluntary resignation or the termination for cause of a Participant, all of the Participant's RSUs which have been credited to the Participant but remain unvested will be forfeited without any entitlement to such Participant; and

• upon the termination without cause, the disability or the death of a Participant, the Participant or the Participant's beneficiary, as the case may be, shall for each grant of RSUs, have a number of RSUs become vested equal to a prescribed formula as set out in the RSU Plan.

No Compensation for Cancelled RSUs Awards

A Participant ceases to be an Eligible Person on the Participant's last day of actual and active employment with the Corporation or one of its subsidiaries. For the purposes of the RSU Plan, no period of notice of termination of employment that is or ought to have been given to a Participant, after the date on which the Participant ceases to be an Eligible Person shall be included in determining the Participant's entitlement under the RSU Plan.

Non-Transferability of RSUs

RSUs are non-assignable and non-transferable except by will or by the laws of descent and distribution. All benefits and rights granted under the RSU Plan may only be exercised by the Participant.

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Amendments to the RSU Plan

Amendments Without Shareholder Approval

Subject to applicable laws and regulatory approvals, the RSU Plan may be amended without Shareholder approval for the following:

• minor changes of a "house-keeping nature";

• amending RSUs under the RSU Plan, including, with respect to advancing the date on which any RSU may vest, assignability and the effect of termination of a Participant, provided that such amendment does not adversely alter or impair any RSU previously granted to a Participant without the consent of such Participant;

• amendments necessary to comply with the provisions of applicable law or the applicable rules of the stock exchange on which the Shares are then listed, including with respect to the treatment of RSUs granted under the RSU Plan;

• amendments respecting the administration of the RSU Plan;

• amendments necessary to suspend or terminate the RSU Plan, provided that such amendment does not adversely alter or impair any RSU previously granted to a Participant without the consent of such Participant; and

• any other amendment not requiring shareholder approval under applicable law or the applicable rules of the stock exchange on which the Shares are then listed.

Amendments Requiring Shareholder Approval

Shareholder approval is required for the following amendments to the RSU Plan (provided that such shareholder approval is a requirement of the stock exchange where the Common Shares are listed for trading):

• the eligibility of a Participant in the RSU Plan;

• removing or exceeding the limits on participation in the RSU Plan;

• increasing the maximum number of Shares issuable under the RSU Plan;

• the expiry and termination provisions applicable to the RSUs; and

• granting additional powers to the Board to amend the RSU Plan without Shareholder approval.

Termination

The Board may terminate the RSU Plan at any time in its absolute discretion. If the RSU Plan is so terminated, no further RSUs will be granted, but the RSUs then outstanding will continue in full force and effect in accordance with the provisions of the RSU Plan.

Adjustments

The RSU Plan contains provisions for the adjustment in the number of Shares subject to the RSU Plan and issuable on redemption of RSUs in the event of a share consolidation, subdivision, substitution or reclassification, the payment of stock dividends by the Corporation (other than dividends in the ordinary course) or other relevant changes in the capital of the Corporation or from a proposed merger, amalgamation or other corporate arrangement or reorganization involving the exchange or replacement of Shares for those of another corporation.

OTHER MATTERS

As of the date of this information circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the Proxy.

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ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR at www.sedar.com. Financial information relating to the Corporation is provided in the Corporation's comparative financial statements and related Management's Discussion and Analysis for the financial year ended March 31, 2021. Shareholders may contact the Corporation to request copies of financial statements and related Management's Discussion and Analysis at its head office located at Suite 855, 789 West Pender Street, Vancouver, British Columbia V6C 1H2.

APPROVAL OF THE DIRECTORS

The directors of the Corporation have approved the content and the sending of this information circular.

DATED at Vancouver, British Columbia, this 9^th^day of November, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

"Frank Holmes"

Frank Holmes

Executive Chairman and Interim CEO

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SCHEDULE "A"

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

ITEM 1: THE AUDIT COMMITTEE'S CHARTER (the "Charter")

PURPOSE

The overall purpose of the audit committee (the "Audit Committee") of HIVE Blockchain Technologies Ltd. (the "Company") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Company's board of directors (the "Board") that through the involvement of the Audit Committee, the external audit will be conducted independently of the Company's management to ensure that the independent auditors serve the interests of shareholders rather than the interests of management of the Company. The Audit Committee will act as a liaison to provide better communication between the Board and the external auditors. The Audit Committee will monitor the independence and performance of the Company's independent auditors.

COMPOSITION, PROCEDURES AND ORGANIZATION

(1) The Audit Committee shall consist of at least three (3) members of the Board.

(2) At least two (2) members of the Audit Committee shall be independent and the Audit Committee shall endeavour to appoint a majority of independent directors to the Audit Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Audit Committee members' independent judgment. At least one (1) member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

(3) The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Audit Committee for the ensuing year. The Board may at any time remove or replace any member of the Audit Committee and may fill any vacancy in the Audit Committee.

(4) Unless the Board shall have appointed a chair of the Audit Committee, the members of the Audit Committee shall elect a chair and a secretary from among their number.

(5) The quorum for meetings shall be a majority of the members of the Audit Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

(6) The Audit Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

(7) Meetings of the Audit Committee shall be conducted as follows:

(a) the Audit Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Audit Committee. The external auditors or any member of the Audit Committee may request a meeting of the Audit Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Audit Committee; and

(8) The internal auditors and the external auditors shall have a direct line of communication to the Audit Committee through its chair and may bypass management if deemed necessary. The Audit Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Audit Committee any matter involving questionable, illegal or improper financial practices or transactions.

ROLES AND RESPONSIBILITIES

(1) The overall duties and responsibilities of the Audit Committee shall be as follows:

(a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements and related financial disclosure;

(b) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;

(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

(2) The duties and responsibilities of the Audit Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(d) to review with the external auditors, upon completion of their audit:

A. contents of their report;

B. scope and quality of the audit work performed;

C. adequacy of the Company's financial and auditing personnel;

D. co-operation received from the Company's personnel during the audit;

E. internal resources used;

F. significant transactions outside of the normal business of the Company;

G. significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

H. the non-audit services provided by the external auditors;

(e) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles; and

(f) to implement structures and procedures to ensure that the Audit Committee meets the external auditors on a regular basis in the absence of management.

(3) The duties and responsibilities of the Audit Committee as they relate to the internal control procedures of the Company are to:

(a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Audit Committee may deem appropriate;

(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(d) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

(4) The Audit Committee is also charged with the responsibility to:

(a) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

(b) review and approve the financial sections of:

A. the annual report to shareholders;

B. the annual information form, if required;

C. annual and interim management's discussion and analysis;

D. prospectuses;

E. news releases discussing financial results of the Company; and

F. other public reports of a financial nature requiring approval by the Board,

and report to the Board with respect thereto;

(d) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review and report on the integrity of the Company's consolidated financial statements;

(f) review the minutes of any audit committee meeting of subsidiary companies;

(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

(h) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(i) develop a calendar of activities to be undertaken by the Audit Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.

(5) The Audit Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

(b) to set and pay the compensation for any advisors employed by the Audit Committee; and

REVIEW, AMENDMENT, AND MODIFICATION OF CHARTER

The Audit Committee shall review and reassess the adequacy of this Charter periodically as it deems appropriate.

This Charter may be amended or modified by the Board, subject to disclosure and other policies and guidelines of the Canadian Securities Administrators and applicable stock exchange rules.

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

The current members of the Audit Committee are Marcus New, Frank Holmes and Dave Perrill. Marcus New and Dave Perrill are independent members of the Audit Committee as defined in National Instrument 52-110 - Audit Committees ("NI 52-110") of the Canadian Securities Administrators. Frank Holmes, by virtue of his position as Interim Executive Chairman of the Corporation, is currently not considered independent within the meaning of NI 52- 110.

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

NI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

All of the members of the Corporation's Audit Committee are financially literate as that term is defined in NI 52- 110. All members have an understanding of the accounting principles used by the Corporation to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting. In addition to each member's general business experience, the education and experience of each Audit Committee member relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:

Frank Holmes' experience as CEO and Chief Investment Officer of U.S. Global Investors, Inc., has given him the required experience to understand and assess the general application of the accounting principles used by the Corporation and to understand internal controls and procedures for financial reporting. Mr. Holmes served on the TSE listing committee in the 1980s and has over 40 years of experience as a research analyst, mining law, corporate finance and international business transactions and practices. As mentioned above, he currently serves as CEO and Chief Investment Officer of U.S. Global Investors, Inc. Mr. Holmes has served as a director and/or officer of U.S. Global Investors, Inc., a U.S. public company operating in the financial sector and U.S. Global Investors Funds since 1989. He has previous experience as an audit committee member and holds a Bachelor of Arts degree in Economics and Science from the University of Western Ontario.

Marcus New has been a director and an audit committee member for a number of technology reporting issuers for more than 20 years. Mr. New is the CEO and general partner in a private equity firm focused on investments in private technology companies - InvestX Master GP1 Ltd. Mr. New is the UDP and Chief Compliance Officer for InvestX Financial (Canada) ltd. a Canadian exempt market dealer. Mr. New is the Chief Compliance Officer and Supervisory Principle for Auctus Securities a USA broker dealer. Mr. New holds Series 24, 82, and 63 registrations. He holds a Bachelor of Arts degree in Business from Trinity Western University.

Dave Perrill is the founder and CEO of Compute North, a rapidly growing data center company that offers low-cost and efficient infrastructure services for clients in the blockchain, cryptocurrency mining and the broader high- performance computing space. Previously he founded and subsequently sold two technology companies, including an Internet Service and Managed Security Provider, which was acquired by Trustwave in 2013. Mr. Perrill has extensive experience in networking, data center engineering, software, and security. He holds a BS in Management Information Systems and an MBA in Finance from the University of Minnesota.

ITEM 4: AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation's financial year ended March 31, 2020 was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, Davidson & Company LLP) not adopted by the Board.

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

For the reasons set forth in Item 2 above, the Corporation is relying on the exemption in subsection 6.1.1(4) of NI 52- 110.

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable by the Audit Committee, on a case by case basis.

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees charged to the Corporation by the external auditor in each of the last two fiscal years are as follows:

	FYE 2020	FYE 2021
Audit fees for the year ended March 31	C$192,824	C$250,000
Audit related fees^(1)^	Nil	C$50,610
Tax fees	Nil	Nil
All other fees (non-tax)^(2)^	Nil	C$30,366
Total Fees:	C$192,824	C$330,976

Notes:

(1) This amount represents fees for interim reviews.

(2) This amount represents fees for valuation analysis support.

ITEM 8: EXEMPTION

In respect of the most recently completed financial year, the Corporation is relying on the exemption set out in subsection 6.1.1(4) and section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

SCHEDULE "B"

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

FORM 58-101F2

CORPORATE GOVERNANCE DISCLOSURE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices, HIVE BLOCKCHAIN TECHNOLOGIES LTD. (the "Corporation") is required to and hereby discloses its corporate governance practices as follows.

ITEM 1. BOARD OF DIRECTORS

The Board of Directors (the "Board") of the Corporation facilitates its exercise of independent supervision over the Corporation's management through frequent meetings of the Board.

The Board is currently comprised of five (5) directors. Marcus New, Ian Mann and Dave Perrill are considered independent directors within the meaning of NI 52-110. Tobias Ebel is not considered an independent director because of his former position as Senior Management of the Corporation's Switzerland subsidiary. Frank Holmes by virtue of his position as Executive Chairman and Interim Chief Executive Officer of the Corporation respectively, is not considered independent within the meaning of NI 52-110.

ITEM 2. DIRECTORSHIPS

The directors of the Corporation are directors of the following other reporting issuers:

Name	Name of Reporting Issuer
Tobias Ebel	None
Frank Holmes	US Global Investors, Inc.
Ian Mann	KOP Therapeutics Corp.
Marcus New	Invictus Financial Inc.
Dave Perrill	None

ITEM 3. ORIENTATION AND CONTINUING EDUCATION

The Board briefs all new directors with the policies of the Board of Directors, and other relevant corporate and business information. In particular, the Board oversees an orientation program to familiarize new directors with the Corporation's business and operations, including the Corporation's reporting structure, strategic plans, significant financial, accounting and risk issues and compliance programs and policies, management and the external auditors. The Board oversees ongoing education for all directors.

ITEM 4. ETHICAL BUSINESS CONDUCT

The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Corporation or an affiliate of the Corporation, (ii) is for indemnity or insurance for the benefit of the director in connection with the Corporation, or (iii) is with an affiliate of the Corporation. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Corporation at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Corporation for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Corporation and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

ITEM 5. NOMINATION OF DIRECTORS

The Board is responsible for identifying individuals qualified to become new Board members and recommending to management new director nominees for the next annual meeting of the shareholders. The Board shall recruit and consider candidates for directors, including any candidates recommended by shareholders, having regard for the background, employment and qualifications of possible candidates.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, shown support for the Corporation's mission and strategic objectives, and a willingness to serve.

ITEM 6. COMPENSATION

The Corporation has a Compensation Committee which currently consists of the following members Frank Holmes and Dave Perrill. See above "Item 1" for the independence of these members.

The primary function of the Compensation Committee is to monitor and make recommendations to the Board in respect of the total compensation paid by the Corporation to its senior executives and significant consultants. The Compensation Committee has reviewed and approved the "Executive Compensation" section above.

ITEM 7. OTHER BOARD COMMITTEES

The Corporation has a Corporate Governance Committee which currently consists of the following members: Frank Holmes and Ian Mann. See above "Item 1" for the independence of these members.

The primary function of the Corporate Governance Committee is to provide assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders and the investment community by doing the following:

developing and recommending to the Board corporate governance principles applicable to the Corporation;
identifying and recommending qualified individuals for nomination to the Board of Directors; and
providing such assistance as the Chair of the Board, if independent, or alternatively the lead director of the Board, may require.

The Board of Directors has no other committees other than the Audit Committee, the Compensation Committee, and the Corporate Governance Committee.

ITEM 8. ASSESSMENTS

The Board assesses its needs with respect to rules and guidelines governing and regulating the affairs of the Board including the frequency and location of Board and committee meetings, procedures for establishing meeting agendas and the conduct of meetings, the adequacy and quality of the information provided to the Board prior to and during its meetings, and the availability, relevance and timeliness of discussion papers, reports and other information required by the Board.

The Board periodically reviews the competencies, skills and personal qualities of each existing director and the contributions made by each director to the effective operation of the Board and reviews any significant change in the primary occupation of the director.

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

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HIVE Blockchain Technologies Ltd.: Exhibit 99.7 - Filed by newsfilecorp.com

HIVE Blockchain Technologies Ltd.: Exhibit 99.8 - Filed by newsfilecorp.com

FIREBLOCKS LICENSE AGREEMENT (w/o insurance)

IF YOU ARE ENTERING INTO THIS AGREEMENT ELECTRONICALLY AND YOU HAVE ALREADY ENTERED INTO A SEPARATE LICENSE AGREEMENT DIRECTLY WITH FIREBLOCKS LTD. OR FIREBLOCKS INC., (AS MAY BE APPLICABLE, "FIREBLOCKS", "US", "WE" OR "LICENSOR") IN CONNECTION WITH THE ACCESS OR USE OF THE SERVICE (DEFINED BELOW) THEN THIS LICENSE AGREEMENT ("AGREEMENT") SHALL NOT APPLY, EVEN IF YOU ARE REQUIRED TO CLICK "I AGREE", "ACCEPT" OR OTHER SIMILAR BUTTON AFFIRMING YOUR CONSENT TO THIS AGREEMENT. OTHERWISE, PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE SERVICE.

BY SIGNING THIS AGREEMENT, OR CLICKING "I AGREE", "ACCEPT" OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING FIREBLOCKS' SERVICE, WHICH CONSISTS OF SOFTWARE ON A SAAS BASIS AND/OR MOBILE APPLICATION AND ALL RELATED DOCUMENTATION, MANUALS AND TRAINING MATERIALS ("SERVICE"), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, ("YOU" OR "LICENSEE") ARE ENTERING INTO A LEGAL AGREEMENT WITH FIREBLOCKS, AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE "EFFECTIVE DATE"). IF YOU ARE A U.S. CUSTOMER THEN THIS AGREEMENT SHALL BE CONSTRUED AS HAVING BEEN ENTERED INTO BETWEEN YOU AND FIREBLOCKS INC. AND IF YOU ARE A NON U.S. CUSTOMER THEN THIS AGREEMENT SHALL BE CONSTRUED AS HAVING BEEN ENTERED INTO BETWEEN YOU AND FIREBLOCKS LTD.TO THE EXTENT THAT YOU AGREE TO THIS AGREEMENT BY CLICKING "I AGREE", "ACCEPT" OR OTHER SIMILAR BUTTON, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.

PLEASE READ THE AGREEMENT, AS IT GOVERN YOUR USE OF THE SERVICE. FOR CONVENIENCE, HERE ARE SOME KEY POINTS YOU SHOULD BE AWARE OF:

Recovery Passphrase: Licensee is solely responsible for backup of the Recovery Passphrases (as defined below). Fireblocks shall assume no responsibility for any loss or damage of Recovery Passphrase. Each Licensee's user must have an individual recovery passphrase which will be used to recover the Private Key Share (as defined below). Licensee shall implement appropriate technical, organizational and security measures to make sure that Licensee's users have access to their individual Recovery Passphrase.
Full Key Recovery Package: Fireblocks will provide Licensee with a Full Key Recovery Package (as defined below). Licensee must initiate the retrieval of Full Key Recovery Package as soon as possible, but in any event no later than 14 days after the Licensee's activation and maintain several security measures as set forth below.
Sanity Testing: Licensee must perform sanity testing to the Service following a setup of each Fireblocks Vault sub-account and exchange or counterparty connection, by receiving a digital asset to a Fireblocks Vault and executing a transaction from the Fireblocks Vault.
Compliance with Applicable Law: Licensee shall ensure that its digital assets activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.

1. Subscription to Service

Subject to Licensee's compliance with the terms and conditions of this Agreement (including payment obligations), Fireblocks grants to Licensee a non-exclusive, non-sublicensable, non-transferable license to access and use the Service during the Term of this Agreement for Licensee's internal business purposes in accordance with the purchased services described in your order ("Order"). For the purpose of this Agreement, Order means a signed quote specifying the services you are seeking to access and the price terms on which Fireblocks agrees to provide them.

The Service includes the following services, one or more of which may be subject to an Order: (i) a cryptocurrency wallet that stores private and public keys, interacts with various blockchains and enables Licensee to monitor its balances of assets (such service, the "Fireblocks Vault"); and, (ii) any Optional Software Services that Licensee may elect to license in connection with its use of the Fireblocks Vault.. Licensee's use of any of the Service is governed by the terms and conditions of this Agreement and, if additional terms are specified in an Order, the terms and conditions of the Order.

2. License Restrictions

Licensee will not, nor will it authorize or assist others to: (a) circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce limitations on use of the Service, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Service or otherwise discern the source code of the Service except and solely to the extent permitted under applicable law notwithstanding this restriction, (c) use the Service on a service bureau or time sharing basis or to provide services to third parties not in accordance with this Agreement, (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Service or any of Licensee's rights therein, (e) violate or abuse password protections governing access to the Service, (f) interfere or attempt to interfere with the integrity or proper working of the Service, (g) use the Service in any unlawful manner or in breach of this Agreement, (h) use Fireblocks' name, logo or trademarks without prior written consent, (i) delete, remove, obscure or in any manner alter the copyright, trademark, and other Fireblocks' or any other third parties' intellectual proprietary rights notices appearing on or in the Service or any component thereof, (j) use the Service in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other Service or hardware without the prior written consent of the Fireblocks, and/or (k) use the Service other than as permitted herein.

Licensee will prevent unauthorized access to or use of the Service and notify Fireblocks promptly of any such unauthorized access or use.

3. Proprietary Rights

3.1. Intellectual Property Rights. The Service is a valuable trade secret of Fireblocks and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Fireblocks. The Service is not for sale and is the Fireblocks' sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Service and any and all improvements and derivative works thereof are and shall remain owned solely by Fireblocks. This Agreement does not convey to Licensee any interest in or to the Service other than a limited right to use the Service in accordance with Section 1. Nothing herein constitutes a waiver of Fireblocks' intellectual property rights under any law.

3.2. Feedbacks. If Fireblocks receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Fireblocks and that such shall be considered Fireblocks' Confidential Information and Licensee hereby irrevocably and unconditionally transfers and assigns to Fireblocks all intellectual property rights it has in such Feedback and waives any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Fireblocks at its sole discretion, and that Fireblocks in no way shall be obliged to make use of any kind of the Feedback or part thereof.

3.3. Third Party Software. Portions of the Service may include third party open source software that is subject to third party terms and conditions ("Third Party Terms"). A list of any third party open source software and related Third Party Terms is available in the Fireblocks Web Console. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Company makes no warranty or indemnity hereunder with respect to any open source software.

4. Licensee Data.

4.1. Licensee Data. While using the Service, Licensee may choose to provide, upload, import, transmit, post, or make accessible to Fireblocks certain Licensee Data. Licensee hereby grants Fireblocks a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Licensee Data in order to (i) to provide the Service to Licensee; (ii) to administer and make improvements to the Service; and (iii) to collect and analyze anonymous information. Licensee acknowledges that the Service does not operate as an archive or file storage service. Licensee is solely responsible for the backup of Licensee Data and Licensee alone can implement back up plans and safeguards appropriate for its requirements. "Licensee Data" means raw data provided by Licensee and/or its Authorized Personnel and Permitted Users or on their behalf to Fireblocks for the purpose of and in connection with using the Service.

4.2. Rights in Licensee Data. Licensee shall own all rights, title and interest in and to all of the Licensee Data. Licensee represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Licensee Data and Licensee has the right to provide Fireblocks the license granted herein to use such Licensee Data in accordance with this Agreement. Licensee further represents and warrants that to the extent Licensee Data includes any personally identifiable information or personal data, Licensee has received the required consents or permits and have acted in compliance with applicable privacy laws and regulations (including, but not limited to, the EU General Data Protection Regulation ("GDPR")), as to allow Fireblocks to receive (including transfers outside of the European Economic Area), process and use the Licensee Data solely in order to perform the services hereunder. Licensee shall have sole responsibility for the reliability, integrity, accuracy and quality of the Licensee Data. To the extent that Licensee needs a data processing agreement ("DPA"), Licensee shall request Fireblocks for DPA and shall return it signed to Fireblocks as described therein.

5. Licensee Obligations.

5.1. Private Key Shares. In order to use the Service for every generated wallet in the Fireblocks Vault, Licensee is required to activate the private key share that will be generated on its mobile device via the Service's app ("Private Key Share"). Licensee represents and warrants that it owns such device. In case the device was stolen or damaged, Licensee may use the Recovery Passphrase or the Full Key Recovery Package that were provided to him.

5.2. Recovery Passphrase. In order to access and use the Service's app, each of Licensee's Authorized Personnel and Permitted Users, must have an individual recovery passphrase which will be used to recover the Private Key Share in the event that the mobile device or the Service's app is damaged, stolen or otherwise inaccessible ("Recovery Passphrase"). Licensee acknowledges that under certain conditions, loss of the Recovery Passphrase can lead to permanent damage and complete loss of control over the Licensee's digital assets in the Fireblocks Vault without the ability to recover Licensee's digital assets. Licensee acknowledges that Licensee is solely responsible for backup and memorization of the Recovery Passphrases. If Licensee loses the Recovery Passphrase, Fireblocks cannot assist Licensee in the retrieval of that Recovery Passphrase.

5.3. Full Key Recovery Package. Following the initial onboarding to the Service's app, Fireblocks will provide Licensee with a full key recovery package which includes the Fireblocks Private Key Shares and at least one Licensee Private Key Share, a set of scripts which allows Licensee to reconstruct the private keys for the wallets in the Fireblocks Vault ("Full Key Recovery Package"), which Licensee must treat as confidential. Licensee must initiate the retrieval of Full Key Recovery Package as soon as possible but no later than 14 days within the Licensee's activation. Upon the retrieval of Full Key Recovery Package, Licensee must: (i) store the Full Key Recovery Package in a secured and offline location, and maintain a strict protocol which sets the security measures with respect to the Full Key Recovery Package; and (ii) from time to time, to perform a recovery test to ascertain whether the Full Key Recovery Package operates in accordance with Licensee's recovery procedure.

5.4. Licensees Keys. Licensee acknowledges that only Licensee can use the Private Key Shares, the Recovery Passphrases and Full Key Recovery Package (collectively, "Licensees Keys"). Licensee will prevent unauthorized access to, or use of, the Licensees Keys, and Licensee will notify Fireblocks promptly of any access or use to the Licensees Keys. Licensee is solely responsible for any consequences, losses, expenses, costs, and claims that may result for any incorrect, neglected and unauthorized use of the Licensees Keys. Fireblocks shall assume no responsibility for any loss or damage that may be incurred due to the failed recovery of the wallet or not recording the Licensees Keys, loss of data, erroneous transmission of cryptocurrency, loss of Licensees Keys, and hacking by third parties. Licensee shall implement appropriate technical, organizational and security measures to make sure that Licensee's users have access to their individual Licensees Keys.

5.5. Security Breach Notification. Licensee shall notify Fireblocks of any security breach of the Service, Licensees Keys, network, endpoint or system as soon as possible upon becoming aware of such event. Licensee shall cooperate in good faith with Fireblocks in the investigation of any suspected unauthorized access to or use of the Service using the Licensee's accounts, credentials or keys, and any security breach.

5.6. Sanity Testing. For a setup of each Fireblocks Vault sub-account and exchange or counterparty connection, Licensee must perform sanity testing to the Service by receiving a digital asset to a Fireblocks Vault and executing a transaction from the Fireblocks Vault.

5.7. Risk Disclosure. Licensee acknowledges that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. It is Licensee's duty to learn about all these risks. For example, the value of digital assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. As another example, a bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Even if Fireblocks alerts Licensee to some of the risks involved with digital assets, their protocols and networks, Fireblocks has no responsibility to alert Licensee of all these risks. Fireblocks has no control over, and makes no representations regarding the value of digital assets, or the security of their networks or protocols. Fireblocks does not own or control the underlying software protocols which govern the operation of digital currencies. Digital asset protocols are subject to changes in protocol rules (referred to as "forks"), and that such forks may materially affect the value, function, or name of the digital asset. Licensee acknowledges and agrees (i) that Fireblocks is not responsible for operation of the underlying digital asset protocols and that Fireblocks makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, Fireblocks may temporarily suspend the Service relating to the digital asset affected, and Fireblocks may configure or reconfigure its services or decide not to support the forked protocol entirely, but allow Licensee to transfer the affected digital asset.

5.8. Insurance. Licensee is solely responsible for maintaining insurance policies for its digital assets and/or its products, services and operations. Notwithstanding the foregoing, the Parties may agree to purchase an insurance policy to cover the activities made pursuant to this Agreement subject to applicable fees to be paid with respect thereto.

5.9. Delegated Use. The Service may only be used through a Licensee's account (the "Account"). This Section 5.9 describes the circumstances under which Licensee may delegate access to its Account under this Agreement as well as Licensee's responsibilities with respect to such delegated use.

5.9.1. Authorized Personnel. Licensee hereby authorizes and appoints the person(s) indicated in Appendix B of this Agreement to exclusively act, in its name and on its behalf, to provide, approve, amend and/or replace Licensee's policies and configuration (which includes the appointment of the Permitted Users (as defined below)) with respect to the Services (such persons so appointed, "Authorized Personnel"). Any update or modification of Licensee's policies and configuration by the Authorized Personnel shall be deemed to be made by Licensee. Licensee may change the Authorized Personnel by providing written notice to Fireblocks which should be duly signed by an authorized representative of Licensee.

5.9.2. Permitted Users. Licensee or its Authorized Personnel may appoint and expressly authorize Licensee's employees and service providers to access the Service through Licensee's Account (each a, "Permitted User"). Licensee and its Authorized Personnel will ensure that the Permitted Users keep the Account login details secure at all times. Unauthorized access or use of the Account or the Service must be immediately reported to Fireblocks.

5.9.3. Further Responsibilities of Licensee. Licensee will ensure that the Authorized Personnel and Permitted Users comply with the terms of this Agreement. Licensee is and will remain solely responsible for its internal policies and procedures with respect to delegating use of the Service to Licensee's Authorized Personnel and Permitted Users, and Licensee acknowledges that it will be liable for any breach of this Agreement by its Authorized Personnel or Permitted Users. Without derogating from the above, Fireblocks will not be responsible or liable in any way in any instance of unauthorized access or use of the Service by Licensee's Authorized Personnel, Permitted Users, or any other third party using Licensee's Account to access to the Service (including in case of theft, embezzlement or similar cases).

5.10. Supported protocols/tokens/exchanges and transactions. As of the Effective Date, Fireblocks supports only the protocols/tokens/transactions displayed in Fireblocks' console. Until Fireblocks notifies Licensee that Fireblocks supports a particular supported token, Licensee must not use the Service in connection with such non-Supported Token. This means, in particular and without limitation, that Licensee shall not attempt to receive, request, send, store, or engage in any other type of transaction involving any other than the Supported Token. Fireblocks will have no responsibility or liability if Licensee loses, burns, or otherwise cannot access or control any token that Fireblocks does not support. Licensee may terminate this Agreement if Fireblocks does not support the tokens that were specified in the roadmap and which are required for Licensee in order to use the Service.

5.11. Update of the software. Fireblocks may from time to time provide updates or upgrades to the Service, but are not under any obligation to do so. Such updates and upgrades will be supplied according to Fireblocks' then-current policies, which may include automatic updating or upgrading. From time to time, Fireblocks may require Licensee and its personnel to install certain software updates on their devices (e.g., mobile, app) in order for it to work optimally in conjunction with the Service. It is Licensee's responsibility to install these updates on the devices used by it and its personnel in connection with the Service. Fireblocks will not be responsible for any use of the Service, to the extent the device used was not updated and will bear no liability for any damage caused due to the inability to use the Service or for any transfer which will not be performed properly. Furthermore, for certain updates (at Fireblocks' sole discretion), due to security issues, Fireblocks may deny access to non-updated devices. This Agreement shall govern any update and upgrade that replaces or supplements the original Service.

5.12. Referred Customers. Licensee may, pursuant to a referral agreement with Fireblocks, or at Licensee's own discretion, refer potential customer(s) to Fireblocks in connection with a free version of the Fireblocks service (the "Freemium Service"). Fireblocks may, but is not obligated to, independently negotiate with and offer such potential customers use of the Freemium Service on terms and conditions acceptable to Fireblocks, in its sole discretion (such customers, "Freemium Customers"). In referring a customer, it is the responsibility of Licensee to exercise its professional judgment as to the appropriateness of introducing any particular potential customers to the Fireblocks Freemium Service.

Fireblocks may request Licensee to share certain data ("Freemium Customer Information") regarding such potential Freemium Customer for the sole purpose of allowing Fireblocks to verify the identity of the Freemium Customer and assess the appropriateness of the referral. To the extent that Fireblocks requests Licensee to share such Freemium Customer Information and Licensee agrees to do so, Licensee shall ensure that is has obtained valid consent from the Freemium Customer to share such information as requires consent to be obtained (or that an alternative legal basis exists for sharing the information). Licensee represents that it shall not disclose any Freemium Customer information if, to the best of its knowledge, such disclosure would violate any applicable law, or if such disclosure would otherwise constitute a breach of any confidentiality obligation Licensee may owe to the Freemium Customer or any third party.

Nothing in this Section 5.12 shall obligate Fireblocks to enter into any engagement with any potential customer referred by Licensee to Fireblocks, and Fireblocks shall be not be required to pay Licensee any commission or other fee with regard to any referred customer that enters into a binding agreement with Fireblocks as a result of having been referred by Licensee. Notwithstanding the foregoing, if Fireblocks has separately entered into a referral agreement with Licensee, then the terms of that agreement shall supersede anything to the contrary in this Section.

6. Optional Software Services

Fireblocks may, from time to time in its sole discretion, offer to provide optional additional services in connection with its provision of the Fireblocks Vault service (such services, the "Optional Software Services"). Optional Software Services are offered on an opt-in basis to Licensees that affirmatively access the Optional Software Services or otherwise specify them in an Order. Please refer to Appendix A to this License Agreement for a description of the Optional Software Services offered by Fireblocks at this time as well as any additional legal terms and conditions that apply to their use.

7. Pricing and Payment

7.1. Trial Fee. In consideration for the license granted for the Service during the Trial Period (as defined below), Licensee will pay Fireblocks the trial fee as set forth in the Order ("Trial Fee"). Unless otherwise specified in the Order, payment of the Trial Fee shall be made in advance.

7.2. Subscription Fees. The license granted for the Service following the Trial Period and the provision of related services, to the extent applicable, are subject to the full payment of the applicable subscription fees as set forth in the Order ("Subscription Fees"). Unless otherwise specified in the Order, payment shall be made on a monthly basis.

7.3. Payment Terms. Unless otherwise specified in the Order, all fees shall be due and payable at the beginning of each month, against an appropriate invoice, and Licensee shall affect payment of all fees by wire transfer. Payment can be made by wire transfer or credit card. If Licensee does not pay by the due date, the overdue amount shall be subject to a late fee equal to 1% per month or, if less, the maximum amount allowed by applicable law and/or Fireblocks may also stop providing the services through the Service until the whole amount is paid and require guarantee at its discretion as a condition for continuing the provision of the services.

7.4. Taxes. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and, except with respect to income taxes of Fireblocks, Licensee is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. Licensee agrees to hold harmless Fireblocks from all claims and liability arising from Licensee's failure to report or pay such taxes, duties or other governmental charges.

8. Support Services

Support and maintenance services are provided according to our Service Level Agreement located at fireblocks.com/sla as may be amended from time to time.

9. Limited Warranties; Disclaimer of Warranties

9.1. Representations. Each Party warrants that: (a) It has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement to which it is bound; and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this Agreement.

9.2. Fireblocks' Representations. Fireblocks further warrants that: (a) the Service will perform materially in accordance with the applicable documentation; and (b) the Service and the use of the Service will not introduce any malicious code into Licensee's systems. In case of failure to the above warranties, Licensee will immediately notify Fireblocks of such failure, and Fireblocks will make commercially reasonable efforts to repair or replace the non-conforming Service.

9.3. Licensee's Representations. Licensee further represents and warrants and shall ensure that its digital assets activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.

9.4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE AND THE SERVICES PROVIDED BY FIREBLOCKS TO LICENSEE ARE PROVIDED "AS IS" AND FIREBLOCKS AND ITS SUPPLIERS, IF ANY, MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. FIREBLOCKS DOES NOT WARRANT THAT THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

9.5. MALICIOUS CODE. FIREBLOCKS HAS NO RESPONSIBILITY FOR ANY DAMAGE RESULTING FROM (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO LICENSEE'S ACCOUNT) AND THE WARRANTY DOES NOT APPLY TO ANY SECURITY BREACH RESULTING FROM: (i) ANY MODIFICATIONS OR ALTERATION OF THE SERVICE ITS FUNCTIONALITY OR CAPABILITIES THAT IS NOT MADE BY FIREBLOCKS OR ITS AGENTS; AND/OR (ii) BY MALICIOUS CODE, MALWARE, BOTS, WORMS, TROJANS, BACKDOORS, EXPLOITS, CHEATS, FRAUD, HACKS, HIDDEN DIAGNOSTICS, OR OTHER MECHANISMS TO DISABLE SECURITY OR CONTENT PROTECTION THAT IS RESULTING FROM LICENSEE'S NETWORK OR SYSTEM.

9.6. Additional Disclaimers. Fireblocks cannot warrant and do not warrant that the content available on the Service is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the content, or any part thereof without the requirement of giving Licensee any notice prior to or after making such changes to the content. Notwithstanding any of the foregoing, in the event that the Service does not accomplish a transaction or any other error that may happen Fireblocks is not responsible for any claim, liability, expenses, losses, costs, and/or claims.

10. Intellectual Property Indemnity

10.1. Fireblocks agrees to defend, at its expense, any third party action or suit brought against the Licensee alleging that the Service, when used as permitted under this Agreement, infringes intellectual property rights of a third party ("IP Infringement Claim"); and Fireblocks will pay any damages awarded in a final judgment against the Licensee that are attributable to any such claim, provided that (i) the Licensee promptly notifies the Company in writing of such claim; and (ii) the Licensee grants Fireblocks the sole authority to handle the defense or settlement of any such claim and provides Fireblocks with all reasonable information and assistance, at Fireblocks' expense. Fireblocks will not be bound by any settlement that the Licensee enters into without Fireblocks' prior written consent.

10.2. Notwithstanding the foregoing, Fireblocks shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Service made by a party other than Fireblocks or its designee; (ii) Licensee's failure to implement software updates provided by Fireblocks specifically to avoid infringement; or (iii) combination or use of the Service with equipment, devices or software not supplied by Fireblocks or not in accordance with the Documentation (each shall be referred as "Other Claim").

10.3. If the Service becomes, or in the Fireblocks' opinion is likely to become, the subject of an IP Infringement Claim, then Fireblocks may, at its sole discretion: (a) procure for Licensee the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite the Fireblocks' reasonable efforts, then the Fireblocks may terminate this Agreement and in such event accept return of the affected Service and provide a refund for any amount pre-paid by Licensee for such returned Service for the remaining unused period of the license.

10.4. Licensee will defend, indemnify, and hold harmless Fireblocks and its officers, directors and employees ("Fireblocks Indemnitees") from and against any Claims against Fireblocks Indemnitees, to the extent based upon Other Claims.

10.5. This Section states Fireblocks' entire liability, and Licensee's exclusive remedy, for claims or alleged or actual infringement.

11. Limitation of Liability

EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR LICENSEE'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF FIREBLOCKS' INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER); NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE.

EXCEPT FOR THE FIREBLOCKS' INDEMNIFICATION OBLIGATION UNDER SECTION 9, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR DAMAGES RESULTING FROM LICENSEE'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF FIREBLOCKS' INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER); EITHER PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO FIREBLOCKS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO FIREBLOCKS' UNDER THIS AGREEMENT.

12. Confidential Information

Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including without limitation trade secrets and other information related to the Services, software, technology, data, know- how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). The Documentation shall be considered as Confidential Information hereunder. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party's obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party's Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement. The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or regulation, or by the order of any court of law or governmental or administrative agency of competent jurisdiction, provided that, except as prohibited by law, regulation or the court or agency issuing the disclosure requirement, receiving party will take reasonably practicable steps to give disclosing party prior notice of such requirement and cooperate (at disclosing party's request and expense) with the disclosing party's efforts to seek a protective order or otherwise prevent or restrict such disclosure. Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.

13. Term and Termination

13.1. Trial Period. Subject to the payment of the applicable Trial Fee for a period of thirty (30) days commencing on the Effective Date, the Licensee may use the Service in order to determine whether the Service is suitable to its business purposes ("Trial Period"). During the Trial Period Licensee will have the right to terminate this Agreement at any time by giving written notice to Licensor and Licensor hereby agrees to refund the Trial Fee prepaid by Licensee following such termination notice. If Licensee chooses not to terminate this Agreement during the Trial Period, subject to payment of the Subscription Fees the Agreement will continue automatically as set forth under Section 13.2.

13.2. Term. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement and the license granted under Section 1 is effective for the initial duration of the term set forth in the Order ("Initial Term"). Following the Initial Term, this Agreement shall automatically be renewed for additional one (1) year term (each a "Renewal Term"), unless either party provides the other party with a signed written notice (either by mail or by email) of termination of this Agreement at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term (the Initial Term, Trial Period and all Renewal Terms shall collectively be referred to as the "Term"). If Licensee shall continue to use the Service licensed hereunder past any renewal date, Licensee shall be deemed to have renewed the Agreement for the following Renewal Term.

13.3. Termination for Breach. Either party may terminate this Agreement at any time by giving written notice to the other party if the other party is in breach or default of any material provision of this Agreement, and, if curable, fails to cure the breach or default, within thirty (30) days after being given written notice, specifying details of the breach or default and requiring the same to be remedied.

13.4. Suspension of services. If Licensee does not pay two monthly consecutive invoices, Fireblocks, in its sole discretion, may suspend, block and/or restrict Licensee's access to the system and the Service. Fireblocks will give Licensee ten (10) days prior notice of such suspension or termination.

13.5. Effect of Termination. Upon termination, Licensee shall: (i) immediately cease use of the Service; (ii) transfer and remove all the amounts deposited or transferred to its Fireblock's Vault and ensure that no amounts will be transferred to its account following termination; (ii) return to Fireblocks any and all of Fireblocks Confidential Information then in its possession Fireblocks shall not be liable to any amount transferred to Licensee's wallets following the termination of the Agreement.

13.6. Survival. All provisions of this Agreement which may reasonably be interpreted or construed as surviving the expiration or termination of this Agreement including, but not limited to, Sections 2 (License Restrictions), 3 (Proprietary Rights), 4 (Licensee Data), 9 (Limited Warranties; Disclaimer of Warranties), 10 (Intellectual Property Indemnity), 11 (Limitation of Liability), 12 (Confidential Information), 13.5 (Effect of Termination), this Section 13.6 (Survival) and 16 (Miscellaneous) shall survive any expiration or termination of this Agreement.

14. Force Majeure

Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, omission or condition beyond the reasonable control of the affected party ("Force Majeure Event"), provided the affected party gives prompt notice to the other and makes reasonable efforts to resume performance as soon as possible. The party not affected by such act, omission or condition may terminate this Agreement upon written notice if the other party remains unable to perform because of any circumstances described in this Section 14 for a period of more than 60 days. It is hereby clarified that neither an occurrence of a Force Majeure Event or the termination of this Agreement in connection therewith shall relieve either party from its obligations to pay the other any outstanding payments due under this Agreement.

15. Export Controls and Trade Sanctions Compliance

Licensee agree that Licensee use of the Service will comply with applicable export control and trade sanctions laws, rules and regulations, including without limitation the regulations administered by the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") and the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (collectively, "Export Control Laws"). Licensee represents and warrant that (i) Licensee is not a citizen of, or located within, a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including without limitation Crimea, Cuba, Iran, North Korea, and Syria); (ii) Licensee is not identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS); and (iii) that no content created or submitted by Licensee is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. Licensee agrees that Licensee will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, any content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which Licensee may be subject. Licensee acknowledge that the Service may not be available in all jurisdictions and that Licensee is solely responsible for (i) complying with the Export Control Laws and (ii) monitoring them for any modifications.

16. Governing Law and Jurisdiction

16.1. If you are a U.S. customer: (i) this Agreement shall be governed by and construed under the laws of the State of New York, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of New York, NY shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.

16.2. If you are a non-U.S. customer: (i) this Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts located in Tel Aviv-Yaffo shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.

16.3. Notwithstanding anything to the contrary, we may seek injunctive relief or other relief necessary to prevent or restrain a breach of this Agreement in any jurisdiction.

17. Miscellaneous

17.1. Entire Agreement. This Agreement, together with the Order- represents the complete agreement concerning the subject matter hereof, and supersedes any prior or contemporaneous agreements between the parties with respect to the subject of this Agreement. The Agreement may be amended only by a written agreement executed by both Parties. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.

17.2. Relationship of the Parties. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee or agency relationship between the Parties.

17.3. Waiver. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of this Agreement will in no way affect the such party's right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Agreement constitute a waiver of any succeeding breach.

17.4. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, whose consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by Fireblocks in connection with a merger, consolidation, sale of all of the equity interests of Fireblocks, or a sale of all or substantially all of the assets of Fireblocks to which this Agreement relates.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Fireblocks Inc.		Licensee (Hive Blockchain Technologies Ltd.)
By:	(signed) "Michael Shaulov"	By:	(signed) "Darcy Daubaras"
Name:	Michael Shaulov	Name:	Darcy Daubaras
Title:	CEO	Title:	CFO
Date:	09/28/2020	Date:	09/28/2020

Appendix A

Optional Software Services

(Current as of the Effective Date)

This Appendix A describes the additional terms and conditions that apply to Licensee's use of any of the Optional Software Services described herein.

1. Transfer Assist

These additional terms only apply to the extent that Licensee elects to use the Transfer Assist service to coordinate transfers of assets in the Licensee's Fireblocks Vault(s).

1.1. Transfer Assist - Generally. Licensee may initiate a transfer of assets in its Fireblocks Vault or, in some cases, external accounts under its ownership and control by sending messages via the Service's communications network to coordinate such transfers with third parties, whether or not such third parties are also Licensees of the Fireblocks Service ("Transfer Assist"). To initiate an asset transfer using the Transfer Assist service, Licensee ("Sender") may submit a message addressed to a designated third party ("Receiver") regarding the assets that are the subject of the transfer request, the terms of the transfer, if any, and any such other information as Sender or Receiver may specify between them as requirements for the bilateral asset transfer (each such message, an "Asset Transfer Instruction").

1.2. Effect of Sending Asset Transfer Instructions. Once the Sender sends an Asset Transfer Instruction, neither the Sender nor Fireblocks shall have any ability to stop the transfer that is the subject of the Asset Transfer Instruction until it is either (i) confirmed or denied by the Receiver, if confirmation is a requirement of the Asset Transfer Instruction, or (ii) automatically resolved by the Service as specified in Appendix A Section 1.3. Sender hereby agrees, understands and acknowledges that an Asset Transfer Instruction is a conditional (or unconditional) initiation of a transfer of assets in its Account(s) and that Fireblocks has no ability to interfere with, unwind, or cancel an Asset Transfer Instruction that Sender initiates.

1.3. Settlement of Asset Transfer Instructions. Asset Transfer Instructions between Fireblocks Licensees may be subject to confirmation by the Receiver before processing. Sender acknowledges that, once Receiver has received a conditional request for an asset transfer on the terms set forth in the Asset Transfer Instruction, the Receiver may: (i) confirm the Asset Transfer Instruction, in which case the assets will be transferred between the Sender and Receiver on the terms set forth in the Asset Transfer Instruction; (ii) reject the Asset Transfer Instruction, in which case the Asset Transfer Instruction will be considered void and no assets will transfer between the Sender and Receiver; or, (iii) take no action, in which case the Asset Transfer Instruction will automatically expire after twenty-four (24) hours and no assets will transfer between the Sender and Receiver. Sender further understands and acknowledges that Asset Transfer Instructions to external third parties are not necessarily subject to these requirements and may process immediately upon Sender's initiation.

1.4. Transfers Involving Fiat Currencies. Fireblocks may, from time to time in its sole discretion, enable one or more third-party financial institutions or other service providers to connect to the Fireblocks network. If Licensee has an independent fiat currency account relationship with such a third-party financial institution, Licensee may be able to use the Transfer Assist service to send an Asset Transfer Instruction regarding the fiat currency held in Licensee's account at that third-party financial institution via API connectivity over the Fireblocks network.

For the avoidance of doubt, Fireblocks does not itself hold fiat currencies on behalf of customers, or perform or offer to perform services related to fiat currencies in any form whatsoever, including transfer or transmitter services. Licensee represents and warrants that it has established an account with a third- party financial institution capable of holding and transmitting fiat currencies in connection with Licensee's use of the Transfer Assist service to coordinate transfers of fiat currency. In such cases, Fireblocks' sole responsibility is to relay information between Licensee and the third-party financial institution with which Licensee maintains an independent account relationship. Any transfer of fiat currency that actually occurs as a result of an Asset Transfer Instruction is a result of action taken by the third-party financial institution at the request of Licensee and subject to the terms and conditions of Sender's agreement with that financial institution. Sender hereby acknowledges and agrees that Fireblocks is not responsible for the actions (or inactions) of any third-party financial institution with respect to messages sent by Licensee through the Service.

1.5. Assumption of Risk in Sending and Receiving Assets. Fireblocks' sole responsibility in connection with Asset Transfer Instructions is to transmit information over the Fireblocks' network. While Fireblocks maintains and enforces standards regarding the Service, Fireblocks has no control over the actions of its Licensees or other third parties with respect to any Asset Transfer Instruction. For the avoidance of doubt, Fireblocks will not review the accuracy of any messages transmitted over the network, including Asset Transfer Instructions, and Fireblocks makes no representations and warranties as to any consequences of a Licensee initiating a transfer of assets in its Account(s), including but not limited to any legal or tax consequences. Licensee acknowledges and agrees that it is solely responsible for all aspects of an Asset Transfer Instruction, including verifying the identity of the buyer or seller and the validity of the assets. Licensee further acknowledges that, in the case of an Asset Transfer Instruction in which it sends an instruction to a third-party financial institution or service provider, Fireblocks' sole responsibility and liability shall be for transmitting Licensee's instruction to the third party.

2. Deposit Control Feature

These additional terms only apply to the extent that Licensee elects to set custom confirmations with respect to the posting of credits and debits in their Fireblocks Vault.

2.1. Setting Custom Confirmations. Fireblocks allows Licensees that elect to use the Deposit Control feature to customize the number of cryptographic ledger confirmations before funds will be credited to their wallets based on the asset type, transfer amount, source/destination or any other criteria that may be defined in the deposit control settings (the "Deposit Control" feature). Licensee acknowledges that a transaction can be unsuccessful in being added to a blockchain for several reasons, including, but not limited to, "confirmation times", "reverse transaction", "double spending" and "stale blocks". Licensee (whether as sender or receiver of digital assets, as the case may be) acknowledges that all distributed, block-based transactions are probabilistic and subject to failure for the foregoing reasons. Licensee acknowledges that, as a party to a transaction that is later invalidated, Licensee may be liable to its counterparty (whether as sender or receiver of digital assets, as the case may be) for the full amount of the invalidated transaction.

2.2. Dropped Transactions and Exchanges. In cases where a counterparty to a low or zero confirmation transaction that is unsuccessful in being added to the blockchain (for any reason) has credited the full value of the transaction to the destination wallet, Licensee acknowledges that it may be required by the crediting counterparty to resubmit the transaction to the relevant blockchain, and Licensee agrees to make reasonable efforts to do so.

2.3. Assumption of Risk for Deposit Control.

IN LIGHT OF THE FOREGOING, IT IS FIREBLOCKS' POLICY THAT LOW AND ZERO CONFIRMATION SETTINGS SHOULD BE USED WITH CREDIBLE, TRUSTED SENDERS ONLY. FIREBLOCKS DOES NOT OFFER A PROTECTION PROGRAM FOR AUTHORIZED TRANSFERS TO OR FROM YOUR WALLET THAT ARE LATER UNWOUND BECAUSE THEY ARE UNSUCCESSFUL IN BEING ADDED TO THE BLOCKCHAIN AND ARE DROPPED FROM THE BLOCKCHAIN NETWORK.

LICENSEE ACKNOWLEDGES AND AGREES THAT FIREBLOCKS DOES NOT MAKE RECOMMENDATIONS NOR GIVE ANY ADVICE REGARDING THE NUMBER OF CONFIRMATIONS ANY LICENSEE SHOULD SET FOR ANY PARTICULAR TRANSFER. LICENSEE ACKNOWLEDGES AND ACCEPTS THAT IT IS SOLELY RESPONSIBLE FOR DETERMINING AND SETTING THE NUMBER OF CONFIRMATIONS IN A DEPOSIT CONTROL TRANSFER. LICENSEE REPRESENTS THAT IT UNDERTAKES TO USE THE DEPOSIT CONTROL FEATURE FOR ITS OWN PURPOSES AND AT ITS OWN RISK. LICENSEE ASSUMES FULL RESPONSIBILITY FOR THE CONSEQUENCES OF ANY AND ALL UNSUCCESSFUL TRANSACTIONS.

3. Accessing Third Party Services

These additional terms only apply to the extent that Licensee elects to access third-party services in connection with Licensee's use of the Service.

3.1. Limited Authorization to Share Data with Licensee's Service Providers. To the extent that (i) Licensee elects to access any third-party services in connection with Licensee's use of the Service and (ii) it is necessary to the smooth functioning of the third-party service for Fireblocks to share or transmit certain of Licensee's data, Licensee hereby authorizes and consents to Fireblocks sharing only such data as is necessary to ensure the smooth functioning of the third-party service. Fireblocks' limited authorization to share data with Licensee's designated service providers shall terminate immediately upon Licensee submitting written notice to Fireblocks of Licensee's intention to revoke the limited authorization contemplated in this Section with respect to one or more third-party service providers.

3.2. Liability for Third-Party Services. Licensee acknowledges that third-party service providers are not under the control of Fireblocks and Fireblocks is not responsible for the quality of services provided by third parties. Licensee further acknowledges and agrees that if Licensee accesses third-party services through the Service, Licensees' use of those services may be subject to the additional terms and conditions of the applicable third-party service provider(s). Licensee agrees to comply with all applicable third-party terms and conditions when accessing information or sending instructions to third-party service providers through the Service. Fireblocks is not a party to any agreement Licensee may have with any third-party service providers and is not responsible for the products or services provided to Licensee by any such third-party service providers. Fireblocks is not responsible in any manner for the actions (or inactions) of any third-party service provider with which Licensee has an independent account relationship or with whom Licensee has engaged to provide services in connection with its use of the Service or otherwise.

Appendix B

Authorized Personnel

First Name	Darcy
Last Name	Daubaras
Email	darcy@hiveblockchain.com
Phone	+1 604-512-1619

Appendix C

Calculation Agent Amendment

The terms and conditions of this Calculation Agent Amendment apply only to Licensees who have submitted a "Letter of Instruction" to Fireblocks notifying Fireblocks that Licensee wishes to authorize X-Margin, Inc. to act as "Calculation Agent" on Licensee's behalf with respect to certain specified Fireblocks Vaults pursuant to a User Agreement by and between X-Margin, Inc. and Licensee.

By submitting a Letter of Instruction to Fireblocks, Licensee acknowledges and agrees that the terms of this Calculation Agent Amendment shall be incorporated into, and form a part of, the License Agreement and become binding upon Licensee and Fireblocks to the same extent as if it formed a part of the License Agreement as of the Effective Date. To the extent that any provision of Calculation Agent Amendment is inconsistent with the License Agreement, the License Agreement shall control.

Until such time as the Letter of Instruction is revoked, the following sections shall replace shall replace in their entirety the corresponding Sections of the License Agreement:

A. Section 5.2 of the License Agreement shall be replaced in its entirety with the following:

5.2 Recovery Passphrase. In order to access and use the Service's app, each of Licensee's Authorized Personnel, Permitted Users or Calculation Agent, must have an individual recovery passphrase which will be used to recover the Private Key Share in the event that the mobile device or the Service's app is damaged, stolen or otherwise inaccessible ("Recovery Passphrase"). Licensee acknowledges that under certain conditions, loss of the Recovery Passphrase can lead to permanent damage and complete loss of control over the Licensee's digital assets in the Fireblocks Vault without the ability to recover Licensee's digital assets. Licensee acknowledges that Licensee is solely responsible for backup and memorization of the Recovery Passphrases. If Licensee loses the Recovery Passphrase, Fireblocks cannot assist Licensee in the retrieval of that Recovery Passphrase.

B. Sections 5.9.1, 5.9.2 and 5.93 of the License Agreement shall be replaced in its entirety with the following:

5.9.1. Authorized Personnel and Permitted Users. Subject to Section 5.9.2, Licensee hereby authorizes and appoints the persons indicated in Appendix A of this Agreement (the "Authorized Personnel") as may be defined as "workspace owner", to exclusively act, in its name and on its behalf, to provide, amend and/or replace Licensee's policies and configuration (which includes appointment of the employees and service providers ("Permitted Users"). Any update or modification of Licensee's policies and configuration by the Authorized Personnel shall be deemed to be made by Licensee. Licensee and its Authorized Personnel will ensure that the Permitted Users keep the Account login details secure at all times. Unauthorized access or use of the Account or the Service must be immediately reported to Fireblocks. Licensee may change the Authorized Personnel by providing a written notice to Fireblocks which should be duly signed by the authorized representative of Licensee.

5.9.2. Calculation Agent. Notwithstanding Section 5.9.1, if Licensee has entered into a bilateral agreement with X-Margin (the "X-Margin Agreement") appointing X-Margin Inc. as Calculation Agent ("Calculation Agent") to provide the services of the Calculation Agent, as defined in the X-Margin Agreement, then Licensee may notify Fireblocks of such appointment and authorize X-Margin to provide the services of Calculation Agent, as defined in the X-Margin Agreement, on behalf of Licensee with respect to certain Fireblocks sub-accounts (the "Specified Fireblocks Vaults"). By appointing the Calculation Agent, Licensee authorizes Calculation Agent to perform the services described in the X-Margin Agreement with respect to the Specified Fireblocks Vaults, which may require Calculation Agent to: (a) provide, amend and/or replace Licensee's policies and configurations to implement policies and configurations permitted by the X-Margin Agreement; and, (b) make any further update or modification to Licensee's policies and configurations such as are later agreed to by the mutual written consent of the Calculation Agent and Licensee. It is Licensee's responsibility in connection with appointment of Calculation Agent to designate the Specified Fireblocks Vaults that Calculation Agent is authorized to access and configure and to ensure that the appropriate authorization rules and permissions are communicated to Fireblocks at the moment of appointment and at any point of modification or termination, if any, thereafter. The effect of Licensee's appointment of Calculation Agent shall also be to revoke Licensee's appointment and authorization of Authorized Persons and Permitted Users with respect to the Specified Fireblocks Vaults until such time as the appointment of Calculation Agent is revoked or suspended.

With respect to each Specified Fireblocks Vault, Licensee shall not revoke or modify the authorization and appointment of Calculation Agent if doing so would cause Licensee to be in breach of any agreement with Calculation Agent, including the X-Margin Agreement, with respect to provision of services as Calculation Agent to Licensee; provided, however, that Licensee may revoke or modify Calculation Agent's appointment at any time with the mutual consent of the Calculation Agent, or by any means specified in the X-Margin Agreement.

5.9.3. Further Responsibilities of Licensee. Licensee will ensure that the Authorized Personnel, Permitted Users, and Collateral Agent, comply with the terms of this Agreement. Licensee is and will remain solely responsible for its internal policies and procedures with respect to delegating use of the Service to Licensee's Authorized Personnel, Permitted Users or Collateral Agent, and Licensee acknowledges that it will be liable for any breach of this Agreement by its Authorized Personnel, Permitted Users or Collateral Agent. Without derogating from the above, Fireblocks will not be responsible or liable in any way in any case of unauthorized access or use of the Service by Licensee's Authorized Personnel, Permitted Users or Calculation Agent or any other third party using Licensee's Account to access to the Service (including in case of theft, embezzlement or similar cases).

C. Section 13.4 of the License Agreement shall be replaced in its entirety with the following:

13.4. Suspension of Services. If Licensee does not pay two monthly consecutive invoices, Fireblocks, at its sole discretion, may suspend, block and/or restrict Licensee of the system of the Service. Fireblocks will give each of Licensee and Calculation Agent ten (10) days prior notice of such suspension or termination.

D. Section 17.5 of the License Agreement shall be replaced in its entirety with the following:

17.5. The Calculation Agent as an Intended Third Party Beneficiary. If Calculation Agent has been appointed, the Calculation Agent will be deemed an intended third-party beneficiary of this Agreement with respect of the provisions relating to the Calculation Agent and the Letter of Instruction, including Section 5.9., as modified by the Calculation Agent Appendix upon appointment of Calculation Agent. This Agreement may not be modified or amended in any respect that affects the Calculation Agent or its services without the prior written consent of the Calculation Agent.

HIVE Blockchain Technologies Ltd.: Exhibit 99.9 - Filed by newsfilecorp.com

SHARE PURCHASE AGREEMENT

BETWEEN

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

AND

GPU.ONE HOLDING INC.

AND

STL ATLANTIC HOLDINGS INC.

AND

GPU ATLANTIC INC

DATED as of February 24, 2021

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made as of February 24, 2021, by and among HIVE Blockchain Technologies Ltd. (the "Purchaser"), GPU.ONE Holding Inc. (the "Majority Shareholder"), STL Atlantic Holdings Inc. (the "Minority Shareholder" and collectively with the Majority Shareholder, the "Seller") and GPU Atlantic Inc. (the "Acquired Corporation").

WHEREAS the Parties have agreed that the Purchaser shall purchase from the Seller all of the issued and outstanding shares in the capital of the Acquired Corporation, which is the owner of the property and buildings situate on PID 35367218 in Saint-André, New Brunswick (the "Facility"), upon the terms and subject to the conditions set forth herein;

AND WHEREAS 92% of the issued and outstanding shares in the capital of the Acquired Corporation is to be owned by the Majority Shareholder upon Closing, which has agreed to provide certain assurances as contained herein;

AND WHEREAS 8% of the issued and outstanding shares in the capital of the Acquired Corporation is to be owned by the Minority Shareholder upon Closing, which has agreed to provide certain assurances as contained herein;

AND WHEREAS the Minority Shareholder has not exercised its right of first refusal pursuant to Article 5 of the unanimous shareholder agreement of the Acquired Corporation dated September 12, 2019 (the "Unanimous Shareholder Agreement") and the Majority Shareholder and the Minority shareholder have agreed to enter into this Agreement and terminate the Unanimous Shareholder Agreement;

AND WHEREAS the Parties hereby acknowledge and declare that the foregoing recitals are true and correct in substance and in fact.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions.

The meaning of certain words and terms used in this Agreement are set out in Schedule A of this Agreement.

1.2 Interpretation.

In this Agreement, unless expressly stated otherwise:

(a) Consent - Whenever a provision of this Agreement requires Consent of a Party, and such Consent is not delivered within the applicable time limit, the Party whose Consent is required shall be conclusively deemed to have withheld same.

(b) Currency - Unless otherwise specified, all dollar amounts in this Agreement, including the symbol "$", refer to lawful currency of Canada.

(c) Headings - Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

(d) Preparation of Agreement - This Agreement was prepared jointly by the Parties and no rule that it be construed against the drafter shall have any application in its construction or interpretation.

(e) Including - Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation".

(f) Documents - Reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with its terms, and includes all addenda, exhibits, or schedules thereto.

(g) Copies and Lists - A reference to a "copy" or "copies" of any agreement, document, or instrument means a copy or copies that are true and complete; and a reference to a list, or any like compilation (whether in the Disclosure Schedule hereto or elsewhere) means that the list or compilation referred to is true and complete.

(h) No Strict Construction - The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(i) Overlapping Provisions - The Parties intend that each representation, warranty, covenant and agreement contained in this Agreement will have independent significance. The fact that any conduct or state of facts may be within the scope of two or more representations, warranties, covenants, or agreements herein, whether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be considered in construing or interpreting this Agreement, nor shall the provisions of any representation and warranty be deemed to limit the provisions of any other representation and warranty.

(j) Number and Gender - Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders.

(k) Severability - If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability, without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.

(l) Statutory References - A reference to a statute includes all regulations and rules made pursuant to such statute and the provisions of any statute, regulation or rule which amends, supplements or supersedes any such statute, regulation or rule.

(m) Recitals - The recitals to this Agreement form an integral part hereof.

(n) Time - Time is of the essence in the performance of the Parties' respective obligations hereunder.

(o) Time Periods - Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends, and by extending such period to the next Business Day following if the last day of the period is not a Business Day; and where any action is required to be taken on a particular day and such day is not a Business Day and, as a result, such action cannot be taken on such day, then this Agreement shall be deemed to provide that such action shall be taken on the first Business Day after such day.

1.3 Governing Law and Submission to Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the Province of New Brunswick and the laws of Canada applicable therein, but excluding any such laws or choice of law rules that might direct the application of the laws of another jurisdiction. The Parties hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of the Province of New Brunswick and elect domicile in the City of Saint John, New Brunswick with respect to any dispute arising out of or in connection with this Agreement, including disputes regarding its validity or interpretation and the exercise of any right or the enforcement of any obligation arising hereunder.

1.4 Meaning of Knowledge.

(a) "Knowledge of the Purchaser", or any other similar knowledge qualification, means the actual knowledge of any director or officer of the Purchaser after due inquiry.

(b) "Knowledge of the Seller", or any other similar knowledge qualification, means the actual knowledge of any director or officer of the Seller or the Acquired Corporation after due inquiry.

1.5 Disclosure Schedule.

The Disclosure Schedule is incorporated in and forms an integral part of this Agreement.

ARTICLE 2

PURCHASE AND SALE OF SHARES

2.1 Purchase and Sale of Shares.

Subject to the terms and conditions of this Agreement, at the Closing the Purchaser shall purchase from the Seller and the Seller shall sell and transfer to the Purchaser, all of the Purchased Shares.

The purchase price payable by the Purchaser to the Seller for all of the Purchased Shares (the "Purchase Price") shall be:

(a) 5,000,000 common shares of the Purchaser (the "Consideration Shares") to be distributed in the following manner:

(i) 4,600,000 Consideration Shares to the Majority Shareholder; and

(ii) 400,000 Consideration Shares to the Minority Shareholder.

2.2 Payment of the Purchase Price.

The Purchase Price shall be paid at Closing as follows:

(a) subject to 2.2(b) below, the issuance and delivery to the Seller of the Consideration Shares as fully paid, non-assessable shares in the capital of the Purchaser, free and clear of all Encumbrances; and

(b) 1,000,000 of the Consideration Shares which are allocated to the Majority Shareholder shall be deposited with the Escrow Agent at Closing (the "Holdback Shares") as provided for herein.

2.3 Holdback Shares.

The Majority Shareholder agrees that the Holdback Shares shall be deposited with the Escrow Agent at Closing. The Holdback Shares shall be released by the Escrow Agent in accordance with the terms of the Escrow Agreement.

2.4 Work Commitment

The Parties agree that, on or before the third anniversary of Closing the Purchaser shall spend a minimum of $6,000,000 on construction and development costs to expand the Facility which may include, but not be limited to payment of amounts and liens related to the prior construction and development activities of the Facility (the "Work Commitment").

2.5 Listing of Consideration Shares.

The Purchaser shall cause the Consideration Shares to be issued and delivered by the Purchaser pursuant to this Agreement to be listed and posted for trading on the TSX-V on their date of issuance.

2.6 Election Under the Income Tax Act (Canada).

(a) The Parties agree that the Purchaser and the Seller shall file a joint election under subsection 85(1) of the ITA and any applicable provincial income tax legislation within the time and in the form prescribed, and to execute and file all such other documents as may be necessary or advisable, in order that the provisions of subsection 85(1) of the ITA (and any equivalent provincial income tax legislation) apply to the transfer of the Purchased Shares. In such an election, the Seller will be entitled to elect the amount which shall be the Seller's proceeds of disposition and the Purchaser's cost of the Purchased Shares for purposes of the ITA and any applicable provincial income tax legislation, provided that such amount is within the limits prescribed by the ITA.

(b) The Seller shall, at least 30 days prior to the date on which such forms are required to be filed with the applicable Governmental Authorities, deliver a joint election under subsection 85(1) of the ITA (and any applicable provincial income tax legislation) in the prescribed form to the Purchaser. Subject to such election form(s) complying with Applicable Law, such election form(s) shall be signed by an appropriate signing officer of the Purchaser and returned to the Seller within 20 days after delivery of such election forms to the Purchaser for filing by the Seller with the relevant tax authorities. In the event that the Seller (i) fails to deliver the election form to the Purchaser; or (ii) delivers an election form that is not complete, the Purchaser shall not withhold its signature on such election forms that were delivered in compliance with this Section 2.5(b).

2.7 Closing. The closing of the purchase and sale of the Purchased Shares contemplated by this Agreement (the "Closing") shall be held at the offices of Peterson McVicar LLP, 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4 on the Closing Date at 11:00 a.m. (Eastern time), provided that, on or prior to such date, all conditions set forth in ARTICLE 8 and ARTICLE 9 have been satisfied or waived.

2.8 Closing Obligations.

(a) Seller - At the Closing, the Seller shall deliver to the Purchaser:

(i) certificates evidencing all of the Purchased Shares accompanied by irrevocable security transfer powers of attorney duly executed in blank by the applicable holder of record;

(ii) the Corporate Records of the Acquired Corporation together with its Constating Documents;

(iii) a certificate of an officer of the Acquired Corporation certifying: (A) the Constating Documents of the Acquired Corporation and that the same are in effect, unamended; (B) a copy of the resolutions of the board of directors of the Acquired Corporation authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to which it is a party; and (C) copy of resolutions of the shareholders of the Acquired Corporation authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to which it is a party;

(iv) a current certificate of status with respect to the Acquired Corporation, issued by the appropriate Governmental Authority of its respective jurisdiction of incorporation or organization;

(v) the written resignation and mutual release and discharge of specified directors and officers of the Acquired Corporation (as directed by the Purchaser) executed by the applicable director and/or officer;

(vi) a mutual release between the Purchaser and the Acquired Corporation, on one hand, and the Seller, on the other hand, executed by the Seller, excepting any cause of action pursuant to this Agreement or the Escrow Agreement;

(vii) a lock-up agreement (the "Lock-up Agreement") in favour of the Purchaser from the Majority Shareholder in respect of the Holdback Shares in form and substance satisfactory to the Purchaser, acting reasonably, evidencing Majority Shareholder's agreement not to, without the prior written consent of the Purchaser not to be unreasonably withheld, offer, sell or resell any Holdback Shares held by it or agree to or announce any such offer or sale for a period of six (6) months;

(viii) a bring down certificate in respect of the continued accuracy of the representations and warranties of the Seller and the Majority Shareholder on behalf the Acquired Corporation as provided for herein;

(ix) the Escrow Agreement duly executed by the Seller;

(x) an assignment executed by the Majority Shareholder in favour of the Acquired Corporation in respect of any intellectual property of the Majority Shareholder including, for greater certainty, that which was created by any Majority Shareholder employees who are accepting employment with the Acquired Corporation following the Closing Date; and

(xi) evidence of registration of an easement signed and registered that reflects the intended public roads under construction as per Tentative Subdivision Plan (Agriculture Drive, Harvest Lane and Tractor Lane) which shall grant a private right of way to access to PID 35367218, and the right to install public utility easements depicted thereon;

(b) Purchaser - At the Closing, the Purchaser shall deliver to the Seller:

(i) the Purchase Price including certificates evidencing all of the Consideration Shares or similar records to the satisfaction of the Seller;

(ii) a certificate of an officer of the Purchaser certifying: (A) the Constating Documents of the Purchaser and that the same are in effect, unamended; (B) copy of the resolutions of the board of directors of the Purchaser authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to which it is a party; and (C) if applicable, a copy of resolutions of the shareholders of the Purchaser authorizing the completion of the Transaction and the execution, delivery, and performance of each of the Closing Documents to which it is a party;

(iii) a current certificate of good standing with respect to the Purchaser, issued by the appropriate Governmental Authority of its respective jurisdiction of incorporation or organization;

(iv) the written resignation and mutual release and discharge of specified directors and officers of the Acquired Corporation, executed by the Acquired Corporation;

(v) a bring down certificate in respect of the continued accuracy of the representations and warranties of the Purchaser as provided for herein;

(vi) a mutual release between the Purchaser and the Acquired Corporation, on one hand, and the Seller, on the other hand, executed by the Purchaser and the Acquired Corporation, excepting any cause of action pursuant to this Agreement or the Escrow Agreement; and

(vii) the Escrow Agreement duly executed by the Purchaser.

2.9 Closing Conditions

Closing of the Transaction will be subject to the following conditions:

(a) The representations and warranties of the Seller and Purchaser made in or pursuant to this Agreement shall be true and correct in all respects at the Closing Date with the same force and effect as if made at and as of the Closing Date, except where the failure of such representations and warranties to be so true and correct would not result in a Material Adverse Change.

(b) The obligations, covenants and agreements contained in this Agreement to be complied with or performed by the Seller and Purchaser at or prior to the Closing Date shall have been complied with or performed in all material respects.

(c) The Purchaser shall have completed its due diligence investigation of the Acquired Corporation and shall, in its sole discretion, be satisfied with the results of such due diligence investigation;

(d) The consent of Desjardins Bank and Investissement Quebec in respect of the change of control of the Acquired Corporation on terms acceptable to the Purchaser, including the ongoing provision of guarantee support of Investment Quebec required in connection thereof; and

(e) The receipt of regulatory approvals (if any), which shall include the approval of the TSX-V, if applicable.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES AS TO THE SELLER

The Seller represents and warrants to the Purchaser as follows, on an individual basis and not joint and several, and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with its purchase of the Purchased Shares:

3.1 Status and Authority.

The Acquired Corporation is a corporation is duly subsisting under the laws of the jurisdiction under which it is constituted, is in good standing under such laws, and has the requisite power, authority, and capacity and operate its property and assets, to carry on its business as it is being conducted and proposed to be conducted, and to enter into and perform its obligations under all Contracts. The Seller has the absolute and unrestricted right, power, authority, and capacity to enter into this Agreement and each of the other Closing Documents to which it is a party, to execute and deliver same and to perform all of the Seller's obligations thereunder. The execution and delivery by the Seller of this Agreement and each of the other Closing Documents to which it is a party, the performance by it of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on its part.

3.2 Execution and Binding Obligation.

This Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Each of the other Closing Documents to which the Seller is a party will be duly executed and delivered the Seller as and when required, on or prior to Closing, and, upon the execution and delivery thereof by the Seller, each such Closing Document shall constitute a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

3.3 Residence.

The Seller is not a non-resident of Canada within the meaning of the ITA and the Purchased Shares owned by the Seller do not constitute "taxable Canadian property" within the meaning of the ITA.

3.4 No Conflict.

Neither the execution and delivery by the Seller of this Agreement or the other Closing Documents to which the Seller is a party, nor the performance of the Seller's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will directly or indirectly (with or without notice or lapse of time or both):

(a) conflict with, or result in a breach of, or constitute a default under, (i) any Constating Documents of the Seller or other restrictions of any kind by which the Seller (or any assets of the Seller) is bound, (ii) any resolutions of its directors or shareholders, or (iii) any shareholders agreement of the Seller;

(b) to the Knowledge of the Seller, contravene, conflict with, or violate any Applicable Law; or

(c) give any Person the right to challenge any transaction contemplated hereby or thereby or to exercise any remedy, under any Applicable Law to which the Seller is subject.

3.5 Consents.

The Seller is not required to give notice to, make any declaration, filing, or registration with, or obtain any Consent from, any Person in connection with: (a) the execution and delivery by the Seller of this Agreement and each of the other Closing Documents to which the Seller is a party; (b) the performance by the Seller of the Seller's obligations hereunder or thereunder, including the transfer of the Purchased Shares owned by the Seller to the Purchaser; or (c) the consummation of the transactions contemplated hereby or thereby.

3.6 Restrictions on Transfer.

Except for those restrictions on transfer contained in the Constating Documents of the Acquired Corporation, there are no restrictions of any nature whatsoever imposed on the Seller regarding the transfer of the Seller's Purchased Shares to the Purchaser.

3.7 Proceedings and Orders.

As of the date of this Agreement, no Proceeding or Order is outstanding or pending, or to the Knowledge of the Seller, has been threatened, against the Seller, that affects or relates to any of the Seller's Purchased Shares or that would otherwise impair, in any manner, the Seller's ability to perform the Seller's obligations under this Agreement or any other Closing Documents to which the Seller is a party, or to consummate the transactions contemplated hereby or thereby.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED CORPORATION AND

THE BUSINESS

The Majority Shareholder represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with its purchase of the Purchased Shares:

4.1 Status and Authority.

(a) Section 4.1(a) of the Disclosure Schedule lists, with respect to the Acquired Corporation, the full legal name of the Acquired Corporation, the jurisdiction and statute under which it was incorporated and organized, each jurisdiction in which it is qualified to do business as a foreign entity, and any legal, business, fictitious, assumed, or trade name which it has previously used or currently uses. The Seller has delivered to the Purchaser copies of all of the Constating Documents of the Acquired Corporation.

(b) The Acquired Corporation was duly created, formed, and organized under the laws of its jurisdiction of formation, is in good standing thereunder, and has the requisite power, authority, and capacity to own and operate its property and assets, to carry on its business as currently conducted and proposed to be conducted and to enter into and perform its obligations under all Contracts. The Acquired Corporation is not in default under or in violation of any of its Constating Documents.

4.2 No Conflict.

The execution and delivery of this Agreement and the performance of the transactions contemplated hereby, will not directly or indirectly (with or without notice or lapse of time or both):

(a) conflict with, or result in a breach of, or constitute a default under, (i) any Constating Documents of the Acquired Corporation or, to the Knowledge of the Seller, other restrictions of any kind by which the Acquired Corporation (or any assets of the Acquired Corporation) is bound, (ii) any resolutions of the directors or shareholders of the Acquired Corporation, or (iii) any shareholders agreement of the Acquired Corporation;

(b) to the Knowledge of the Seller, contravene, conflict with, or violate any Applicable Law; or

(c) give any Person the right to challenge any transaction contemplated hereby or thereby or to exercise any remedy, under any Applicable Law to which the Seller is subject.

(d) give any Person the right to challenge any transaction contemplated thereby or to exercise any remedy, under any Applicable Law to which the Acquired Corporation is subject;

(e) contravene, conflict with, violate or result in the loss of any benefit under any Permit held by the Acquired Corporation or that otherwise relates to any assets owned or used by it or the Business, or give any Person the right to revoke, terminate, suspend or modify any such Permit;

(f) except for the consents identified in Section 4.5 of the Disclosure Schedule, result in a breach of, or accelerate the obligations of the Acquired Corporation, relieve any other Person of its obligations, or give any other Person the right to declare a default or to exercise any right or remedy under, any Contract, or result in the imposition or creation of any Encumbrance on any assets owned or used by the Acquired Corporation; or

(g) cause the Purchaser or the Acquired Corporation to become subject to, or liable for, the payment of any Tax (other than any sales Tax or other similar Tax resulting from the sale of the Purchased Shares), or to the Knowledge of the Seller, cause any assets owned or used by the Acquired Corporation to be reassessed or revalued by any Governmental Authority.

4.3 Title to Shares and Capitalization.

(a) All of the authorized and issued Equity Securities of the Acquired Corporation are as disclosed under Section 4.3 of the Disclosure Schedule. Except for the issued Purchased Shares of the Acquired Corporation no Equity Securities are outstanding. The Purchased Shares are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all Applicable Law, and constitute all of the issued outstanding share capital of the Acquired Corporation.

(b) The Seller is the registered and beneficial owner of its Purchased Shares with good, valid, and marketable title thereto, free and clear of all Encumbrances other than those restrictions on transfer, if any, contained in the Constating Documents of the Acquired Corporation. Except for the Purchased Shares, no Person has any right to acquire any further Equity Securities. Upon completion of the Transaction, the Purchaser shall have legal and beneficial and good, valid, and marketable title to all of the Purchased Shares free and clear of all Encumbrances, other than those restrictions on transfer, if any, set out in the Constating Documents of the Acquired Corporation.

(c) There are no Contracts relating to or otherwise affecting any Equity Securities of the Acquired Corporation, including any Contract relating to the sale, issuance, voting, transfer, purchase, redemption, or other acquisition thereof, and no such Contract is contemplated or under discussion or negotiation.

(d) Except for those restrictions on the transfer of Equity Securities contained in the Constating Documents of the Acquired Corporation, there are no restrictions of any nature whatsoever imposed on the Acquired Corporation regarding the transfer of any Equity Securities of any kind.

4.4 Subsidiaries.

The Acquired Corporation has no Subsidiaries.

4.5 Consents

Except as set forth in Section 4.5 of the Disclosure Schedule, the Acquired Corporation is not required to give notice to, make any declaration, filing, or registration with, or obtain any Consent from, any Person in connection with:

(a) the execution and delivery of this Agreement and each of the other Closing Documents;

(b) the performance by the Seller or the Acquired Corporation of their respective obligations hereunder or thereunder; or

4.6 Title to and Sufficiency of Assets.

(a) The Acquired Corporation is the beneficial owner of all of the properties and assets (whether real or immovable, personal or movable or mixed and whether tangible or intangible) that it purports to own, including all the properties and assets reflected as being owned by it on the balance sheet forming part of the Acquired Corporation Financial Statements or otherwise in its Books and Records (the "Purchased Assets"). Such properties and assets are owned by the Acquired Corporation as legal and beneficial owner with good, valid, and marketable title thereto free and clear of all Encumbrances, other than the Permitted Encumbrances.

(b) The Purchased Assets include all rights and property used or held by the Acquired Corporation in the operation of the Business.

(d) No Person has any written or oral agreement, or any option or other right or privilege (whether by law, pre-emptive, contractual or otherwise) capable of becoming an agreement or option, for the purchase or acquisition from the Acquired Corporation any of the Purchased Assets or any interest therein.

(e) Section 4.6(e) of the Disclosure Schedule identifies the specific Purchased Assets used for the purpose of mining digital currency which units are owned by the Acquired Corporation. None of the intangible assets (including any digital currency or Bitcoin) produced from the Purchased Assets identified in Section 4.6(e) of the Disclosure Schedule have been or are beneficially owned by the Acquired Corporation. The Acquired Corporation has no wallet or legal or beneficial ownership of any digital currency or Bitcoin.

4.7 Tangible Personal Property.

(a) Section 4.7 of the Disclosure Schedule lists all improvements, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property tangible personal property owned, leased or otherwise used or operated by the Acquired Corporation as of the date hereof (the "Tangible Personal Property") which is material to the Business and specifies whether such property is owned, leased or otherwise used or operated by it under license or other arrangement. The tangible personal property that is owned by the Acquired Corporation is owned by it as legal and beneficial owner with good, valid, and marketable title thereto, free and clear of all Encumbrances, other than the Permitted Encumbrances.

(b) Except as disclosed in Section 4.7 of the Disclosure Schedule, all of the items of Tangible Personal Property are structurally sound, are in good operating condition and repair, taking into account the age thereof and with normal wear and tear excepted, and are adequate for the uses to which they are being put and are sufficient to permit the continued operation of the business in substantially the same manner as conducted during the 12 months preceding Closing.

4.8 Acquired Corporation Financial Statements.

Section 4.8 of the Disclosure Schedule sets forth true and complete copies of the Acquired Corporation Financial Statements. The Acquired Corporation Financial Statements:

(a) fairly present the financial condition and the results of operations and cash flows of Acquired Corporation as at the respective dates of and for the periods referred to in, the Acquired Corporation Financial Statements; and

(b) were prepared in accordance with GAAP. The Acquired Corporation Financial Statements were prepared from, and are consistent with, the Books and Records of Acquired Corporation.

4.9 Absence of Unusual Transactions and Events.

Except as set forth at Section 4.9 of the Disclosure Letter, since the date of Acquired Corporation Financial Statements, the Seller has operated the Business in the Ordinary Course of Business in all material respects and, without limiting the generality of the foregoing, has not since such date:

(a) sold, licensed or otherwise disposed of any assets of the kind comprising the Purchased Assets, except in the Ordinary Course of Business or exceeding $20,000;

(b) purchased or otherwise acquired any assets of the kind comprising the Purchased Assets, except in the Ordinary Course of Business or exceeding $20,000;

(d) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any permit except in the Ordinary Course of Business or taken or failed to take any action that would entitle any party to a permit to terminate, cancel, modify, or amend any permit except in the Ordinary Course of Business;

(e) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any Contract, including without limitation, offered any discount or grants of any allowances, discounts, rebates or incentives to a customer, or taken or failed to take any action that would entitle any party to a Contract to terminate, cancel, modify, or amend any Contract except in the Ordinary Course of Business;

(i) entered into any Contract that would qualify the signatory thereto qualify as a Major Supplier or Major Customer;

(ii) made any capital expenditure or authorized any capital expenditure or made any commitment for the purchase, construction or improvement of any capital assets in excess of $5,000;

(iii) made any changes in its accounting principles, policies, practices or methods;

(iv) transferred, assigned, or granted any license or sublicense of any material rights under or with respect to any of the Purchased Assets;

(v) sustained material damage, destruction or loss (whether or not covered by insurance) to any of the Purchased Assets in excess of $10,000;

(vi) cancelled or reduced any of the insurance coverage obtained in respect of the Business;

(vii) suffered any loss of a customer that accounts for more than $50,000 or more in revenue per year;

(viii) hired or terminated any employee of the Acquired Corporation;

(ix) compromised or settled any litigation, proceeding or other action relating to the Acquired Corporation; or

(x) authorized or agreed or otherwise become committed to do any of the foregoing.

4.10 Accounts Receivable and Prepaid Expenses

(a) All Accounts Receivable are recorded in the Acquired Corporation Financial Statements and in the financial records of the Seller, up to and including the Closing Date, and are valid obligations which arose in the ordinary course of Business in the amount of their full face value and are not subject to any set-off or counterclaim.

(b) At the Closing Date, there will be no pre-paid revenue, deposits, advances or similar amounts which have been received by or on behalf of the Acquired Corporation or any of its Affiliates with respect to the Business or the Purchased Assets except for as reported in the Acquired Corporation Financial Statements (Digital Currency Group: USD 328K and Altonomy (joint hash): USD 51K ).

4.11 Books and Records; Corporate Records.

(a) The Books and Records of the Acquired Corporation are complete and accurate in all material respects, represent actual, bona fide transactions, and have been maintained in accordance with sound business practices and the requirements of Applicable Law. Without limiting the generality of the foregoing, all material transactions of the Acquired Corporation have been accurately recorded in its Books and Records.

(b) The Corporate Records of the Acquired Corporation are complete and accurate in all material respects and have been maintained in accordance with the requirements of Applicable Law.

(c) All Books and Records and Corporate Records of the Acquired Corporation are in the full possession and control of the Acquired Corporation, as applicable, are owned exclusively by them.

4.12 Contracts.

(a) Section 4.12 of the Disclosure Letter sets forth a list of all Contracts to which the Acquired Corporation is a party and by which any of the Purchased Assets are bound or affected including, but not limited to:

(i) all Contracts which (i) contain a covenant on the part of the Acquired Corporation not to engage in (or expand) any line of business, compete with any Person or do business in any geographic area, or solicit for employment or hire certain Persons, (ii) limit or restrict the use of the Purchased Assets, (iii) by its terms expressly seek to obligate the Acquired Corporation to conduct any business on an exclusive basis with any other Person or (iv) contain a "most favoured nation" status for any Person;

(ii) all Contracts with Major Customers or Major Suppliers (including, for certainty, the Network Operating Agreement & the Agreement for Supply of Power and Energy it has entered in to with New Brunswick Power Corporation), as amended or supplemented to date;

(iii) all Contracts with any party engaged to supply materials or perform construction at the Facility;

(iv) all Contracts between the Seller or the Acquired Corporation, on the one hand, and any Affiliate of the Seller or Affiliate of the Acquired Corporation, on the other hand;

(v) all Contracts relating to indebtedness (including guarantees) of the Acquired Corporation;

(vi) all Contracts pursuant to which the Acquired Corporation licenses Intellectual Property that is material to the conduct of the Business to or from any Person (excluding licenses for commercially available "off-the- shelf" software licensed to the Seller);

(vii) all Contracts for the lease of personal property involving aggregate consideration payable by the Seller in excess of $25,000 per annum or $100,000 in the aggregate over the term of the Contract; and

(viii) all Contracts providing for the issuance of performance bonds and all bonds issued thereunder.

(b) Correct and complete copies of the Contracts (including all modifications, amendments and supplements thereto and waivers thereunder, including for certainty, all estimations, work plans, change orders, and other material documents related thereto) have been provided to the Purchaser.

(c) Other than the Contracts disclosed in Section 4.12 of the Disclosure Letter, there are no other Contracts material to the conduct and operation of the Business or the ownership or use of the Purchased Assets.

(d) Except as explicitly forth in the Disclosure Letter including any Contracts entered into that gave rise to the Permitted Encumbrances, neither the Seller nor, to the knowledge of the Seller, any other party to any Contract, is in material breach of, or material default under, any Contract and, to the knowledge of the Seller, there exists no state of facts which after notice or the passage of time, or both, would constitute such a breach or default by the Seller or by any other party to the Contract.

4.13 Facility.

(a) The Acquired Corporation is the registered fee simple and sole beneficial owner of the Facility, and prior to its ownership, it had the leasehold right to occupy the Facility in accordance with the Facility Lease. A copy of the Certificate of Registered Ownership and of the Facility Lease has been delivered to the Purchaser along with copies of all deeds and other instruments relating to the Facility Lease, and copies of all insurance policies, opinions, abstracts, and surveys (if any) to the Knowledge of the Seller in the possession of the Seller, relating to the Facility have been delivered to the Purchaser.

(b) Since October 18, 2019, to the Knowledge of the Seller:

(i) all buildings, plants, structures, fixtures and improvements located on the Facility were constructed, in material compliance with all requirements of Applicable Law, including applicable land use planning, zoning and building code requirements and comply therewith;

(ii) all such buildings, plants, structures, fixtures and improvements are and have been used and operated, at all times, by the Acquired Corporation in accordance with all requirements of Applicable Law; and

(iii) Except as set forth in Section 4.13(b)(iii) of the Disclosure Schedule, the Facility is structurally sound and free of material defects (latent or otherwise) and suitable and appropriate for the purposes which they are currently being used. To the Knowledge of the Seller, the Facility is in good operating condition and in a state of good maintenance and repair, and it is not in need of maintenance or repairs, except for ordinary routine maintenance and repairs that are not material in nature or cost. No Order has been issued or, to the Knowledge of the Seller, threatened with respect to the Facility, the use thereof by the Acquired Corporation, including any Order advising of any defects in the construction or state of repair thereof, requiring any work to be done with respect thereto, or advising of any other non-compliance with any Applicable Law, including with respect to fire, safety, land use planning, zoning, construction, occupancy or otherwise.

(c) Except as set forth in Section 4.13(c) of the Disclosure Schedule, the Acquired Corporation is not in default under any of the Permitted Encumbrances affecting the Facility, nor has it breached any of the terms thereof.

(d) Except as set forth in Section 4.13(d) of the Disclosure Schedule, to the Knowledge of the Seller, the Acquired Corporation does not owe any monies to any Person for labour, materials, work or services performed, rendered or supplied to or in connection with the Facility for which such Person could claim an Encumbrance.

(e) Except as set forth in Section 4.13(e) of the Disclosure Schedule, the Seller has no knowledge of any fact relevant to the Facility which could significantly lower its value or significantly increase the expenses for its maintenance and upkeep.

(f) Neither the Seller nor the Acquired Corporation have received, or have any basis to expect the receipt of, any complaint, notice of complaint, warning or other communication from any Governmental Authority or any person alleging non- compliance with any Environmental Laws.

4.14 Undisclosed Liabilities.

Except as set forth in 4.14 of the Disclosure Schedule or in the Acquired Corporation Financial Statements, to the Knowledge of the Seller, the Acquired Corporation does not have any liability or obligation of any nature (whether known or unknown, and whether absolute, accrued, contingent, or otherwise).

4.15 Insurance.

Particulars of all insurance policies maintained by the Acquired Corporation are listed in Section 4.15 of the Disclosure Schedule. The Acquired Corporation maintains insurance policies in force against loss on such assets of the Acquired Corporation, against such risks, in such amounts and to such limits as is in accordance with prudent business practices for a company such as the Acquired Corporation and having regard to the location, age and character of its assets. The Acquired Corporation has complied in all material respects with all requirements of such insurance, including the payment of all premiums and the prompt giving of notice of any claim. Section 4.15 of the Disclosure Schedule also sets forth any and all claims, with reasonable particulars, made under any policies of insurance maintained by or for the benefit of the Acquired Corporation in relation to the business over the past 12 months prior to the date hereof.

4.16 Banking Information.

Section 4.16 of the Disclosure Schedule sets forth and describes the name and location (including municipal address) of each bank, trust company or other institution in which the Acquired Corporation has an account, money on deposit, or a safety deposit box, and the name of all Persons who are authorized signatories thereon or who have access thereto or control thereover.

4.17 Employees and Consultants.

(a) The Acquired Corporation has no current employees on a full-time, part-time or temporary basis, including no employees on disability (long-term or short-term), workers' compensation, parental or other statutory or approved leave.

(b) Except as set forth in Section 4.17(b) of the Disclosure Schedule, no independent contractor, consultant, subcontractor, sales representative or agent, commercial agent, or other freelancer provides services to the Acquired Corporation.

(c) Section 4.17(c) of the Disclosure Schedule lists all current directors and all current officers (with office held) of the Acquired Corporation.

(d) Section 4.17(d) of the Disclosure Schedule states the number of full time or permanent employees terminated or laid off by the Acquired Corporation since August 13, 2019, and, for each full-time employee of the Acquired Corporation who has been terminated or laid off, or whose total remuneration or hours of work have been reduced by more than 5% by the Acquired Corporation, since August 13, 2019, the date of such termination, layoff, or reduction in hours or remuneration and the reason therefor.

(e) The Acquired Corporation is not party to any Contract with any person that is not terminable without cause upon the giving of the specified contractual notice, or reasonable notice, in accordance with Applicable Law, as the case may be, and without the payment of any additional bonus, golden parachute, severance, or change of control payment, damages, or penalty.

(f) The execution, delivery, or performance of this Agreement or any of the other Closing Documents, and the consummation of the transactions contemplated hereby or thereby, will not, either alone or upon the occurrence of any additional or subsequent event, result in or give rise to:

(i) any payment to any person, including any bonus, severance, or change of control payment, damages, or penalty, or to any forgiveness of any indebtedness owing by them; or

(ii) the acceleration or vesting of, or increase in, any benefits or obligations (including funding obligations) under any Contract.

(g) The Acquired Corporation is not indebted to any of its directors, officers, or any employee other than for amounts due in the ordinary and usual course of business consistent with past practice as normal salaries, wages, fees, benefits, or bonuses, or in reimbursement of ordinary expenses in the usual and ordinary course of business consistent with past practice, and no such person is indebted to the Acquired Corporation, except for advances for ordinary business expenses in the usual and ordinary course of business consistent with past practice which is properly reflected in the Acquired Corporation Financial Statements.

(h) Without limiting the generality of any other provision hereof,

(i) the Acquired Corporation has properly, fairly and accurately reflected on its Books and Records:

(A) all compensation paid, and all perquisites provided, to any employee, or to any Affiliate of the Acquired Corporation for services rendered by the Affiliate's employees;

(B) all compensation and perquisites that are due and payable or deferred and payable to an employee, or to any Affiliate of the Acquired Corporation for services rendered by the Affiliate's employees, but which have not been paid or provided at the Closing Date, including all accruals for unpaid vacation pay and accrued wages, salaries, commissions; and

(C) all amounts that are due and payable by the Acquired Corporation to any other Person, including any Governmental Authority, in respect of any of employees, or to any Affiliate of the Acquired Corporation for services rendered by the Affiliate's employees, but which have not been paid at the Closing Date, including accruals for premiums for Employment Insurance, Canada Pension Plan and provincial pension plans, premiums for health, or medical and hospital insurance plans; and

(ii) all such compensation and perquisites have been properly and accurately disclosed in the Acquired Corporation Financial Statements and, to the extent required by Applicable Law, other public or private reports, records or filings.

(i) No offer of employment or engagement has been made by the Acquired Corporation that has not yet been accepted or where the employment or engagement has not yet started.

(j) Section 4.17(j) of the Disclosure Schedule lists all Equity Securities of the Acquired Corporation granted to or purchased by any employees, directors, officers or other Persons engaged by the Acquired Corporation, and their respective vesting schedules.

(k) There are no outstanding, pending or, to the Knowledge of the Seller, threatened charges, complaints, or Proceedings from or on behalf of any Employee or former Employee against the Acquired Corporation, whether pertaining to dismissal, termination of employment, notice of termination of employment, or compensation in lieu of notice, employment standards, human rights, labour relations, occupational health and safety, workers' compensation, pay equity, employment equity or otherwise, and no event or circumstance has occurred that could reasonably give rise to any of the foregoing.

4.18 Workers' Compensation/Occupational Health and Safety.

(a) All costs, charges, assessments, including experience rating assessments, or other liabilities, contingent or otherwise, under workers' compensation or occupational health and safety legislation or other provisions of Applicable Law relating to industrial accidents and/or occupational diseases, have been paid or accrued by the Acquired Corporation. The accident cost experience of the Acquired Corporation is such that there are no pending or possible assessments other than those arising in the ordinary course of business of the Acquired Corporation, and there are no claims or, to the Knowledge of the Seller, potential claims, which may adversely affect its accident cost experience.

(b) The Acquired Corporation has not been subject to any experience rating surcharge as a result of accident or claim over the past 12 months.

(i) there have been no inspection reports and workplace audits (or equivalent) relating to occupational health or safety that have been prepared or conducted with respect to the business of the Acquired Corporation;

(ii) there have been no fatal or critical workplace accidents; and

(iii) there have been no Orders issued under any workers' compensation or occupational health and safety legislation, and no appeals of any Orders under any such legislation.

4.19 Labour Unions and Labour Disputes.

(a) No labour union, Employee association or other representative body or organization has been certified or recognized to represent any employees of the Acquired Corporation and the Acquired Corporation is not a party to any collective agreement, code of practice, or any other labour-related Contract with any union, Employee association or other representative organization or body.

(b) There is not currently, nor has there been, at any time in the previous 12 months, any union certification drive or campaign, nor any application, petition, or other proceeding for certification of a collective bargaining unit or association of employees with respect to any of the employees of the Acquired Corporation and, to the Knowledge of the Seller, none of the foregoing are pending or, to the Knowledge of the Seller, threatened.

(c) In the 12 months preceding the date hereof, the Acquired Corporation has not experienced any work stoppage, slowdown, picketing, strike, lockout or labour dispute involving any employees of the Acquired Corporation, any labour problems that could reasonably be expected to adversely affect its value or that of its business or lead to any interruption of its operations, or any plant closing or layoff activities that would in any way subject it to the group termination or lay-off requirements of any Applicable Law, nor is any such event pending or, to the Knowledge of the Seller, threatened, and, to the Knowledge of Seller, no event has occurred and no circumstance exists that could give rise to any of the foregoing.

(d) There are no outstanding, pending or, to the Knowledge of the Seller, threatened unfair labour practice charges, complaints of employees or trade unions, grievances or arbitration cases relating to the Acquired Corporation and, to the Knowledge of the Seller, no event has occurred and no circumstance exists that could give rise to any of the foregoing.

4.20 Customers and Suppliers.

(a) Section 4.20(a) of the Disclosure Schedule lists, for the previous 12 months:

(i) the names of the respective customers that were, in the aggregate, the five largest customers in terms of dollar value of products or services, or both, sold by the Acquired Corporation (the "Major Customers"); and

(ii) the five largest suppliers in terms of dollar value of products or services, or both, purchased by the Acquired Corporation (the "Major Suppliers").

(b) Section 4.20(b) of the Disclosure Schedule lists all significant goods or services that are necessary to the Acquired Corporation for the conduct of its business, and with respect to which alternative sources of supply are not readily available on comparable terms and conditions (including all significant goods and services for which there is only one reasonably available source).

4.21 Proceedings and Orders.

(a) Except as set forth in Section 4.21(a) of the Disclosure Schedule, no Proceedings are outstanding or pending, or, to the Knowledge of the Seller, have been threatened, by or against the Acquired Corporation, or any Designated Person in respect of the Acquired Corporation; and, to the Knowledge of the Seller, no event has occurred and no circumstance exists that could give rise to any such Proceeding.

(b) Except as set forth in Section 4.21(b) of the Disclosure Schedule, neither the Acquired Corporation, any assets owned or used by the Acquired Corporation, including the Facility, nor any Designated Person in respect of the Acquired Corporation is subject to any Order; and no event has occurred and no circumstance exists that could give rise to any such Order. No event has occurred and no circumstance exists that could constitute or result in (with or without notice or lapse of time or both) a violation of, or failure to comply with, any Order to which the Acquired Corporation, or any assets owned or used by the Acquired Corporation, are subject. The Acquired Corporation has at all times been in compliance with each Order to which it, or any assets owned or used by it, are or have been subject.

4.22 Permits.

(a) Except as disclosed in Section 4.22 of the Disclosure Letter, no Permits (including all Environmental Permits) are required to conduct the Acquired Corporation's business and operations in the manner conducted by the Acquired Corporation, and to own, use or operate the Acquired Corporation's assets in the manner owned, used, or operated by the Acquired Corporation, in accordance with Applicable Law.

(b) All Permits disclosed Section 4.22 of the Disclosure Letter is in full force and effect as of the date hereof, (ii) the Acquired Corporation is in compliance in all material respects with all the terms and conditions relating to the Permits, (iii) there are no proceedings in progress, pending or, to the knowledge of the Seller, threatened which may result in the revocation, cancellation, suspension, rescission or any adverse modification of any of the Permits, (iv) no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation of any Permits, and (iv) all steps have been taken and filings have been made on a timely basis as required with respect to each Permit and its renewal.

4.23 Environmental Matters.

(a) To the Knowledge of the Seller, the Acquired Corporation has at all times been in material compliance with all Environmental Laws.

(b) No Environmental Permits are required for the operation of the Acquired Corporation's business.

(c) Neither the Seller nor the Acquired Corporation have used or permitted to be used the area on, in, or under the Facilities for the Discharge of Hazardous Substances and to the knowledge of the Seller there has not been any such use.

(d) Neither the Seller nor the Acquired Corporation have received any notice of, nor have been prosecuted for an offence alleging non-compliance with any Environmental Laws, and neither the Seller nor the Acquired Corporation have settled any allegation of noncompliance short of prosecution.

(e) To the Knowledge of the Seller, neither the Acquired Corporation nor any Designated Person in respect of the Acquired Corporation is or has ever been:

(i) inspected or investigated for any actual, alleged, or potential breach or violation of, non-compliance with or liability under any Environmental Law;

(ii) charged with, settled any prosecution for, convicted of, or sentenced for any offence under Environmental Law;

(iii) subject to or responsible for any characterization, environmental assessment, clean-up, remediation, rehabilitation, restoration, or any other corrective action under any Environmental Law, or voluntarily conducted any of the foregoing; or

(iv) subject to any Order or request by a Governmental Authority under any Environmental Law; and no event has occurred and no circumstance exists that could give rise to any of the foregoing.

(f) Neither the Seller nor the Acquired Corporation have caused or permitted, and the Seller does not have any knowledge of, the release, migration, or Discharge, in any manner whatsoever, of any Hazardous Substance on or from the Facilities.

(g) Neither the Seller nor the Acquired Corporation have received any notice that any of them is potentially responsible for any clean-up or corrective action at the Facilities.

(h) True, accurate, and complete copies of all documents, including Environmental Permits and any certificates, disclosure documents, or reports, issued, filed, or registered on title or with any Governmental Authority, pursuant to Environmental Laws with respect to the Facilities which are in the knowledge of the Seller have been provided to the Purchaser.

(i) To the Knowledge of the Seller, all Hazardous Substances located on, under or in the Facilities have been disclosed in writing to the Purchaser.

(j) To the Knowledge of the Seller, the location of any above-ground or underground storage tanks or associated piping or appurtenances or landfills, surface impoundments, or disposal areas, whether active or abandoned and any management, disposal and remedial action taken in connection therewith has been disclosed in writing to the Purchaser.

(k) To the Knowledge of the Seller, there is no Environmental Proceeding pending or threatened against the Acquired Corporation or Designated Person in respect of the Acquired Corporation, and no event has occurred and no circumstance exists that could give rise to any such Environmental Proceeding.

(l) The Seller have delivered to the Purchaser true, accurate and complete copies of all written communications and all environmental assessments, audits, studies, analyses, tests, and other environmental reports and documents (including all drafts thereof) initiated by or on behalf of, or in the possession or control of, the Seller or the Acquired Corporation, whether generated internally or externally, pertaining to the Facility, or to any Hazardous Substance or Hazardous Activity therein, thereon, or thereunder, or concerning the compliance with Environmental Law of the Acquired Corporation or a Designated Person in respect of the Acquired Corporation, or the application of Environmental Law to the Acquired Corporation or any such Designated Person.

(m) The Acquired Corporation is not required to maintain any environmental or operating documents or records under any Environmental Law.

(n) The Acquired Corporation has disclosed to the relevant Governmental Authority, or to such other Person to whom it is required to disclose under Applicable Law, any event, incident, and information that it is required to disclose under Environmental Law.

(o) No amount is due by the Acquired Corporation to any Governmental Authority or any other Person under any Environmental Law.

4.24 Taxes.

(a) Except as disclosed in Section 4.24 of the Disclosure Schedule, the Acquired Corporation has prepared and filed all Tax Returns (including for certainty, in respect of input tax credits under the Excise Tax Act since the date of its incorporation) required to be filed by it with the appropriate Governmental Authority, within the prescribed period, in accordance with Applicable Law. To the Knowledge of the Seller, each such Tax Return is true and complete. The Acquired Corporation is not, and has ever been, a member of a group of corporations with which it has filed, or been required to file, consolidated, combined, unitary or similar Tax Returns. The Acquired Corporation has delivered to the Purchaser copies of all Tax Returns, (including evidence that all input tax credits claimed by the Acquired Corporation prior to the Closing Date have been approved) and all notices of assessment or reassessment related thereto with respect to all tax periods ending after August 13, 2019.

(b) The Acquired Corporation has paid all Taxes and installments of Taxes required to be paid to any Governmental Authority before the Closing Date, within the prescribed period, pursuant to Applicable Law. No deficiency with respect to the payment of any Taxes or installments of Taxes has been asserted in writing against the Acquired Corporation by any Governmental Authority. Adequate provision has been made, in the Books and Records of the Acquired Corporation, for all Taxes payable by it for all taxable periods ending, or deemed to end, on or immediately prior to the Closing Date, and, where no taxable period ends or is deemed to end on or immediately prior to the Closing Date, for all Taxes in respect of any time prior to the Closing Date.

(c) The Acquired Corporation has duly and timely withheld and collected all Taxes required by Applicable Law to be withheld or collected by it and has duly and timely remitted to the appropriate Governmental Authority all such Taxes, as and when required by Applicable Law. The amount of any Taxes withheld or collected but not yet remitted by the Acquired Corporation has been retained in its accounts and will be remitted by it to the appropriate Governmental Authority when due.

(d) Except as set forth in Section 4.21(a) of the Disclosure Schedule, there are no Proceedings pending or, to the Knowledge of the Seller, threatened against the Acquired Corporation in respect of any Taxes, there are no matters under discussion, audit or appeal with any Governmental Authority relating to Taxes (including for certainty, any notices of disallowance in respect of input tax credits under the Excise Tax Act).

(e) The Acquired Corporation has received no notice, statement, threat, in writing or otherwise that would imply or assert that the Acquired Corporation is ineligible to claim input tax credits under the Excise Tax Act in respect of its business operations, including for greater certainty, any claim in respect of harmonized sales tax paid for the consumption of power at the Facility.

(f) The Acquired Corporation has not requested, entered into or executed any Contract or other arrangements, or any waiver, providing for any extension of time within which

(i) to file any Tax Return;

(ii) it is required to pay or remit any Taxes or amounts on account of Taxes; or

(iii) any Governmental Authority may assess or collect Taxes.

(g) The Acquired Corporation has not entered into any Contract with, or provided any undertaking to, any Person pursuant to which it has assumed liability for the payment of Taxes owing by such Person.

(h) To the Knowledge of the Seller, the Acquired Corporation will not be required to include any item of income in the computation of taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any installment sale or open transaction disposition made on or prior to the Closing Date, any prepaid amount received prior to the Closing Date.

(i) The Acquired Corporation is a resident of Canada for purposes of the ITA. The Acquired Corporation is and has been, at all relevant times, a taxable Canadian corporation within the meaning of subsection 89(1) of the ITA and a Canadian controlled private corporation ("CCPC") within the meaning of subsection 125(7) of the ITA and has not filed an election under subsection 89 (11) of the ITA to not be a CCPC.

(j) To the Knowledge of the Seller, the Acquired Corporation has never been required to file any Tax Return with, or been liable to pay any Taxes to, any Governmental Authority outside Canada. No written request to file a Tax Return has ever been made by a Governmental Authority in a jurisdiction where the Acquired Corporation does not file Tax Returns.

(k) Except as disclosed in Section 4.24(k) of the Disclosure Schedule, the Acquired Corporation is not nor has been, at any time, associated (within the meaning of the ITA) with any other corporation.

(l) None of Sections 78, 80, 80.01, 80.02, 80.03, or 80.04 of the ITA, or any equivalent provision of Applicable Law of any other jurisdiction, has applied to the Acquired Corporation at any time on or before the Closing Date.

(m) The Acquired Corporation has not claimed, nor will it claim, any reserve under any provision of the ITA or any equivalent provincial provision that could require any amount to be included in the income of the Acquired Corporation for any period ending after the Closing Date.

(n) Except as disclosed in Section 4.24(n) of the Disclosure Schedule, for purposes of the ITA, the Acquired Corporation has not acquired property or services from, or disposed of property to, a non-arm's length Person, within the meaning of the ITA, for consideration the value of which is less than the fair market value of the property, in circumstances which could subject it to a liability under Section 160 of the ITA.

(o) The Acquired Corporation has not received any requirement pursuant to Section 224 of the ITA which remains unsatisfied in any respect.

(p) No transaction or event or series of transactions or events has occurred which have resulted or could result in the application, either before, on or after Closing, of Section 17 of the ITA to the Acquired Corporation.

4.25 Utilities and Power Supply Matters.

(a) Copies of all agreements pertaining to the electricity supply, connection, and distribution to the Facility have been provided to the Purchaser.

(b) To the Knowledge of the Seller, the electricity services subscription with NB Power for the Facility began on October 23, 2019.

4.26 Brokers' Fees.

The Purchaser will not be liable for any brokerage or agent's commission, finder's fee, or other similar payment in connection with this Agreement or the transactions contemplated hereby because of any action taken by, or agreement or understanding reached by, the Seller or the Acquired Corporation.

4.27 Software.

The Purchaser will be able to utilize all software currently used by the Seller and reasonably necessary to carry on the Business in the Ordinary Course of Business without any third-party consents relating thereto.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES AS TO THE PURCHASER

The Purchaser represents and warrants to the Seller as follows, and acknowledges that the Seller is relying upon the following representations and warranties in connection with their sale of the Purchased Shares.

5.1 Status and Authority.

The Purchaser is a corporation governed under the laws of British Columbia and is in good standing under such laws. The Purchaser has full power, authority, and capacity to own and operate its property and assets, to carry on its business as it is being conducted, to enter into this Agreement and each of the other Closing Documents to which it is a party, to execute and deliver same, and to perform all of its obligations thereunder. The execution and delivery by the Purchaser of this Agreement and of each of the other Closing Documents to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been (or will be, prior to Closing) duly authorized by all necessary corporate action on its part.

5.2 Consideration Shares.

All necessary corporate action has been taken to authorize the issue and sale of, and the delivery of certificates representing the Consideration Shares. Upon issuance, the Consideration Shares will be validly issued as fully paid and non-assessable common shares, in the capital of the Purchaser. The issue of the Consideration Shares are not subject to any pre-emptive right or other contractual right to purchase securities granted by the Purchaser or to which the Purchaser is subject.

5.3 Execution and Binding Obligation.

This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms. Each of the other Closing Documents to which the Purchaser is a party will be duly executed and delivered by it as and when required, on or prior to Closing, and, upon the execution and delivery thereof by the Purchaser, such Closing Documents shall constitute a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

5.4 No Conflict.

Neither the execution and delivery by the Purchaser of this Agreement or the other Closing Documents to which the Purchaser is a party, nor the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with, or violate, any of the Constating Documents of the Purchaser or any resolution adopted by its directors or shareholders;

(b) contravene, conflict with, or violate any Applicable Law; or

(c) give any Person the right to challenge any transaction contemplated thereby or to exercise any remedy under any Applicable Law to which the Purchaser is subject.

5.5 Proceedings and Orders.

As of the date of this Agreement, no Proceedings or Orders are outstanding or pending, or have been threatened, against the Purchaser, that would impair, in any manner, its ability to perform their obligations under this Agreement or any other Closing Documents to which it is party, or to consummate the transactions contemplated hereby or thereby.

5.6 Organization of the Purchaser.

The authorized share capital of the Purchaser consists of an unlimited number of Purchaser Common Shares without par value and an unlimited number of preferred shares ("Purchaser Preferred Shares"). As at the date of this Agreement there are 345,670,564 validly issued and outstanding as fully-paid and non-assessable Purchaser Common Shares, and no Purchaser Preferred Shares are issued or outstanding. Other than the foregoing, there are no other securities convertible or exercisable for Purchaser Common Shares or Purchaser Preferred Shares, and no Person has any right for the purchase of any interest in Purchaser Common Shares, Purchaser Preferred Shares, or other securities or for the issue and allotment of any unissued Purchaser Common Shares Purchaser Preferred Shares, or other securities of the Purchaser.

5.7 Qualification to do Business.

The Purchaser is registered, licensed, or otherwise qualified to do business under the laws of the jurisdictions in which the character or the location of the properties and assets owned by the Purchaser or the nature of the Purchaser's business requires registration, licensing, or other qualification under Applicable Laws of any other jurisdiction. The Purchaser has all necessary corporate power, authority, and capacity to carry on the Purchaser's business and to own or lease and operate its property and assets as now carried on and owned or leased and operated.

5.8 Subsidiaries.

(a) The Purchaser's only subsidiaries are HIVE Blockchain Iceland ehf., HIVE Blockchain Switzerland AG, Boden Technologies AB, Liv Eiendom AS, Kolos Norway AS, and Hive Digital Data Ltd. (collectively, the "Purchaser Subsidiaries").

(b) All outstanding shares and other securities of the Purchaser Subsidiaries are validly issued and fully-paid and held directly or indirectly by the Purchaser, are free and clear of all Encumbrances and no Person has any right for the purchase of any interest in such shares or other securities or for the issue or allotment of any unissued shares or other securities of the Purchaser Subsidiaries.

(c) Each Purchaser Subsidiary is validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation or continuance and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease, and operate its properties and assets.

5.9 Shareholders.

To the Knowledge of the Purchaser, Genesis Mining Ltd. ("Genesis") holds 55,145,585 Purchaser Common Shares, and other than Genesis, no person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the votes attached to the Purchaser Common Shares. The Purchaser is not party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the Purchaser Common Shares or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Purchaser and the Purchaser is not a party to a shareholder rights plan or any other similar plan or agreement.

5.10 Securities Laws Matters.

(a) The Purchaser Common Shares are listed and posted for trading on the TSX-V and except for such listing and trading, the Purchaser has not made arrangements for any securities of the Purchaser to be listed or quoted for trading on any other stock or securities exchange or market. No order, ruling, or determination having the effect of ceasing or suspending trading in any securities of the Purchaser has been issued and no proceedings for such purpose are pending or, to the Knowledge of the Purchaser, threatened. Neither the Purchaser nor any of the Purchaser Subsidiaries have taken any action which would be reasonably expected to result in the delisting or suspension of the Purchaser Common Shares on or from the TSX-V.

(b) The Purchaser is a "reporting issuer" in each of the Provinces of Canada (as that term is defined under applicable Canadian securities laws), is not included in a list of defaulting reporting issuers (or equivalent) maintained by the applicable Governmental Authority in such provinces and the Purchaser is in compliance, in all material respects, with applicable Canadian securities laws.

(c) The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Canadian securities laws and, where applicable, the rules and policies of the TSX-V and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) Except as set forth above, the Purchaser is not subject to continuous disclosure or other public reporting requirements under Applicable Laws of any other jurisdiction including, without limitation, the securities laws of the United States.

5.11 Purchaser Financial Statements.

The Purchaser Financial Statements have been prepared in accordance with International Financial Reporting Standards consistently applied throughout the periods to which they relate, subject, in the case of the Purchaser Interim Financial Statements, to usual year-end adjustments and the exclusion of footnotes. The balance sheets contained in the Purchaser Financial Statements fairly present the financial position of the Purchaser as of their respective dates and the statements of earnings and retained earnings contained in the Purchaser Financial Statements fairly present the revenues, earnings and results of operations for the periods indicated in all material respects. The Purchaser Financial Statements are accurate and complete in all material respects, are based upon and are consistent with the Books and Records of the Purchaser, and copies have been made available to the Seller.

5.12 Bankruptcy, Insolvency, and Reorganization.

Neither the Purchaser nor any of the Purchaser Subsidiaries is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) nor has the Purchaser or any Purchaser Subsidiary made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. Neither the Purchaser nor any Purchaser Subsidiary has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation, or dissolution. No receiver has been appointed in respect of the Purchaser, a Purchaser Subsidiary or any of their respective property or assets and no execution or distress has been levied upon any of its property or assets. No act or proceeding has been taken or authorized by or against the Purchaser or Purchaser Subsidiary with respect to any amalgamation, merger, consolidation, arrangement, or reorganization of, or relating to, the Purchaser nor have any such proceedings been authorized by any other Person.

5.13 Books and Records.

The Purchaser has made available to the Seller all Books and Records of the Purchaser. All material financial transactions of the Purchaser have been accurately recorded in the Financial Records of the Purchaser in accordance with sound business and financial practice and the Financial Records of the Purchaser accurately reflect the basis for the financial condition and the revenues, expenses and results of operations of the Purchaser as of and to the date hereof.

5.14 Title to and Sufficiency of Assets.

The Purchaser has good and marketable legal and beneficial title to all of its property and assets, free and clear of any and all Encumbrances except the Permitted Encumbrances. The property and assets owned and leased by the Purchaser and the Purchaser Subsidiaries are sufficient to permit the continued operation of the Purchaser's business in substantially the same manner as conducted as of the date hereof and during the year ended on the date of the most recent Annual Purchaser Financial Statements. There is no material agreement, option, or other right or privilege outstanding in favour of any Person for the purchase from the Purchaser, a Purchaser Subsidiary, or of any of the material property or assets of the Purchaser or the Purchaser Subsidiaries.

5.15 Licences and Compliance with Applicable Law.

The Purchaser and the Purchaser Subsidiaries hold all material licences, permits, authorizations, approvals, or other evidence of authority of any Governmental Authority required for the operation of the Purchaser's business as conducted now are all such licences, permits, authorizations, approvals, or other evidence of authority of any Governmental Authority are in good standing in all material respects.

5.16 Insurance.

The assets of the Purchaser and the Purchaser Subsidiaries and their business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and neither the Purchaser nor the Purchaser Subsidiaries have failed to promptly give any notice or present any material claim thereunder.

5.17 Tax Matters.

(a) The Purchaser and the Purchaser Subsidiaries have prepared and filed when due with each relevant Governmental Authority all Tax Returns required to be filed by or on behalf of the Purchaser and Purchaser Subsidiaries in respect of any Taxes. All such Tax Returns are correct and complete in all material respects, and no material fact has been omitted therefrom. No extension of time in which to file any such Tax Returns is in effect. The Purchaser has paid in full and when due all Taxes required to be paid by it, whether or not such Taxes are shown on a Tax Return or on any assessments or reassessments. No Governmental Authority has asserted that the Purchaser or any Purchaser Subsidiary is required to file Tax Returns or pay any Taxes in any jurisdiction where it does not do so.

(b) The Purchaser is a taxable Canadian corporation within the meaning of section 85 of the ITA.

5.18 No Material Adverse Change.

Since the date of the most recent Annual Purchaser Financial Statements, the Purchaser has not suffered a Material Adverse Change, and to the knowledge of the Purchaser, no event has occurred nor do any circumstances exist which could result in the Purchaser suffering a Material Adverse Change.

5.19 Full Disclosure.

The Purchaser Public Disclosure Record discloses all material facts related to the Purchaser, its business, financial conditions, assets, liabilities, and operations, and no representation or warranty of the Purchaser contained in this Agreement or in any certificate furnished to the Seller pursuant to any provision of this Agreement, taken together and with the Purchaser Public Disclosure Record, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements herein or therein true in any material respect.

5.20 Brokers' Fees.

The Seller will not be liable for any brokerage or agent's commission, finder's fee, or other similar payment in connection with this Agreement or the transactions contemplated hereby because of any action taken by, or agreement or understanding reached by, the Purchaser or any of the Purchaser Subsidiaries.

5.21 Notification of Breach

Prior to the Closing, the Purchaser shall promptly give notice to the Seller of:

(a) any Material Adverse Change affecting the Purchaser, or any fact, event, condition, or circumstance that could result in any such Material Adverse Change;

(b) any breach of any representation or warranty of the Purchaser, or any fact, event, condition, or circumstance that would or would reasonably be likely to result in such representation or warranty being inaccurate in any respect as of the time of the occurrence thereof, had such representation or warranty been made as of such time, together with particulars thereof.

ARTICLE 6

COVENANTS OF SELLER PRIOR TO CLOSING

6.1 Access and Investigation.

Prior to the Closing Date, and upon reasonable notice from the Purchaser, the Seller shall, and shall cause the Acquired Corporation to:

(a) afford the Purchaser and its Representatives (collectively, the "Purchaser Group") reasonable access, during regular business hours, to the personnel and assets of the Acquired Corporation, including the Facility and all machinery and equipment, Contracts, Books and Records, Corporate Records, Permits, Tax Returns, and all such other information and documents pertaining to the Acquired Corporation, the business conducted by it, and the representations and warranties made by the Seller hereunder as the Purchaser may reasonably request;

(b) furnish the Purchaser Group with copies of all such documents regarding any of the foregoing as the Purchaser may reasonably request; and

(c) otherwise cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser's investigation of the business, condition (financial or otherwise), assets, results of operations, or prospects of the Acquired Corporation.

In addition, the Purchaser shall have the right to have the Facility and the tangible personal property of the Acquired Corporation inspected by any member of the Purchaser Group, at the Purchaser's sole cost and expense, provided that the members of the Purchaser Group performing any such inspection shall be accompanied at all times by a representative of the Seller.

At the request of the Purchaser, the Seller shall execute or cause the Acquired Corporation to execute, as required, such Consents as may be necessary to enable the Purchaser and their Representatives to obtain access to all files and records maintained by Governmental Authorities in respect the Acquired Corporation, the Facilities, and the Business; provided, however, that no investigation made by the Purchaser or its Representatives shall affect the right of the Purchaser to rely on any representation or warranty made by the Seller in this Agreement or in any Closing Document.

6.2 Operation of the Business of the Acquired Corporation.

Except as otherwise permitted by this Agreement, or with the prior written Consent of the Purchaser, during the period from the date of this Agreement to the Closing Date, the Acquired Corporation and the Seller shall, as applicable:

(a) conduct the business of the Acquired Corporation only in the ordinary and usual course of business consistent with past practice and keep in full force and effect its corporate existence and its rights and privileges necessary or desirable in the normal conduct of its business;

(b) not, and cause their respective Representatives to not

(i) initiate, solicit, entertain, negotiate, accept or discuss with any third party, directly or indirectly, any Acquisition Proposal, to acquire any material part of the business, properties or share capital of the Acquired Corporation, whether by merger, recapitalization, consolidation, arrangement, amalgamation, purchase of shares, purchase of assets, take-over bid or otherwise,

(ii) provide or disclose any information to any third party in connection with an Acquisition Proposal or

(iii) enter into any agreement, arrangement or understanding with any third party requiring the Acquired Corporation to abandon, terminate or fail to consummate the transactions contemplated under this Agreement;

(c) immediately cease and ensure that their respective Representatives immediately cease and cause to be terminated, any existing solicitations, discussions or negotiations with any Persons (other than the Purchaser or its Affiliates) by any of them with respect to any Acquisition Proposal whether or not initiated by the Acquired Corporation and, in connection therewith, the Seller and the Acquired Corporation will discontinue access to any data rooms (virtual or otherwise) and shall as soon as practicable request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with the Seller or the Acquired Corporation relating to any potential Acquisition Proposal and shall use all reasonable efforts to ensure that such requests are honoured in accordance with the terms of such confidentiality agreements; provided that the Seller and the Acquired Corporation shall not release any third party from or waive any confidentiality or standstill agreement; and from and after the date of hereof, the Seller shall forthwith (and in any event within 24 hours) notify the Purchaser, of any proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, any request for non- public information relating to the Acquired Corporation in connection with an Acquisition Proposal of which any of the Representatives become aware, or any amendments to the foregoing;

(d) to the extent within their power and control, preserve intact the current business organization of the Acquired Corporation, retain all of its employees and consultants, and maintain its relations and goodwill with its suppliers, customers, landlords, creditors, agents, and others having business relationships the Acquired Corporation, as well as with Governmental Authorities;

(e) not issue, transfer, sell, hypothecate, encumber, or otherwise dispose of any Equity Securities of the Acquired Corporation;

(f) report to the Purchaser at such times as the Purchaser may reasonably request concerning the status of the business, condition (financial or otherwise), assets, results of operations, or prospects of the Acquired Corporation;

(g) maintain the assets owned or used by the Acquired Corporation in a state of maintenance and repair consistent with past practice and the requirements and normal conduct of the Business of the Acquired Corporation;

(h) not permit any lien or encumbrance (other than the Permitted Encumbrances) to be created on or extend to or otherwise arise upon the Acquired Corporation's assets or any part thereof, interest therein or the proceeds thereof;

(i) not cause the Acquired Corporation to liquidate, wind up, or dissolve itself or sell all or substantially all of its assets, or enter into any agreements concerning any of the foregoing, or continue into any other jurisdiction;

(j) keep in full force and effect, without amendment, all material rights relating to the Business of the Acquired Corporation;

(k) not cause the Acquired Corporation to loan or advance money to any other Person, or guarantee or incur any contingent liability on behalf of any other Person;

(l) give the Purchaser prompt written notice of any action, suit, litigation, or other proceedings which is commenced or threatened against the Acquired Corporation;

(m) cause the Acquired Corporation to punctually observe and perform all of its obligations and will pay and discharge all amounts payable under or by virtual of any lease, license, concession, franchise or right held by it so long as the same is of commercial value and beneficial to it, and during such time will not suffer or permit any default for which any such lease, license, concession, franchise or right might be terminated, so that its interest therein may at all times be preserved unimpaired, provided, however, that nothing herein contained shall require it to make any such payments or to observe any such obligations so long as it shall in good faith contest its liability therefor;

(n) comply with all provisions of Applicable Law, and all Contracts of the Acquired Corporation;

(o) continue in full force and effect the insurance coverage under the policies set forth in Section 4.15 of the Disclosure Schedule or substantially equivalent policies;

(p) not adopt, implement, or otherwise become bound by any Employee Plan;

(q) not incur any debt, liabilities or obligations on behalf of the Acquired Corporation;

(r) maintain all Books and Records of the Acquired Corporation consistent with past practice; and

(s) make no material changes in management personnel of the Acquired Corporation.

Notwithstanding the foregoing, and for greater certainty, nothing in this Agreement shall restrict the Seller or the Acquired Corporation from transferring cash and/or digital assets of the Acquired Corporation prior to the Closing Date.

6.3 Filings and Consents.

As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Applicable Law, the Seller shall, and shall cause the Acquired Corporation to, make all filings and applications and to give all notifications required to be made or given by it under Applicable Law in connection with the transactions contemplated hereby. The Seller shall, and shall cause the Acquired Corporation to cooperate with the Purchaser and their respective Representatives,

(a) with respect to all filings, applications, and notifications that the Purchaser elects or is required to make by Applicable Law in connection with the transactions contemplated herein, including application for approval by the TSX-V (if any) of the transactions contemplated under this Agreement; and

(b) in obtaining the Consents required by the Purchaser to own and operate the Acquired Corporation from and after the Closing Date.

6.4 Notification of Breach.

Prior to the Closing, the Seller shall promptly give notice to the Purchaser of:

(a) any Material Adverse Change affecting the Acquired Corporation, or any fact, event, condition, or circumstance that could result in any such Material Adverse Change;

(b) any breach of any representation or warranty of the Seller, or any fact, event, condition, or circumstance that would or would reasonably be likely to result in such representation or warranty being inaccurate in any respect as of the time of the occurrence thereof, had such representation or warranty been made as of such time, together with particulars thereof; and

(c) any breach of any covenant of the Seller in this ARTICLE 6 and of all corrective actions undertaken, or to be undertaken, by the Seller with respect thereto.

6.5 Financial Information.

The Seller shall deliver to the Purchaser, within 14 days following the end of each month between the date of this Agreement and the Closing Date, a copy of the balance sheet and related statement of income of the Acquired Corporation for such month prepared in a manner, and containing information, consistent with the current accounting policies and practices of the Acquired Corporation.

6.6 Termination of Agreements.

As of the Closing, all Contracts between any of the Acquired Corporation on the one hand, and the Seller or Affiliates (other than the Acquired Corporation), on the other hand, other than those contemplated by this Agreement, shall be terminated as between them and shall be without any further force and effect, and there shall be no further obligations of any of the relevant parties thereunder.

ARTICLE 7

POST-CLOSING COVENANTS

7.1 Cooperation and Access.

After the Closing the Seller, on the one hand, and the Purchaser, on the other hand, shall make available to the other Party and to their respective accountants, Tax advisors, and legal counsel, any Books and Records in the non-requesting Party's custody or control, for the purpose of preparing any financial statements or Tax Return or preparing for or defending any Tax-related examination of the requesting Party or the Acquired Corporation by any Governmental Authority. The Party requesting access to such Books and Records shall reimburse the non-requesting Party for the reasonable out-of-pocket costs and expenses incurred by the non-requesting Party. The non-requesting Party shall provide access to such Books and Records during normal business hours, upon reasonable advance notice given by the requesting Party, and subject to such reasonable limitations as the non-requesting Party may impose to delete, redact, or protect sensitive or privileged information, including the execution by Persons (if they are not the Seller) of non-disclosure agreements in form and substance acceptable to the Purchaser.

7.2 Confidentiality.

(a) As used in this Section 7.2, the term "Confidential Information" includes, all information concerning the Acquired Corporation, including information pertaining to the Business, products, services, operations and affairs, Intellectual Property Rights, Contracts, and Personal Information, including the names and backgrounds of key personnel, and all personnel training techniques and materials, regardless of form or format and whether communicated or accessed in writing, orally, through visual or electronic means or otherwise.

(b) The Seller acknowledges the confidential and proprietary nature of the Confidential Information and agrees that the Seller shall, except to the extent required for the Seller (or any of its related principals) who is employed by the Acquired Corporation or an Affiliate thereof to fulfill his or her or its duties in the course of such employment, from and after the Closing:

(i) keep the Confidential Information confidential and deliver promptly to the Purchaser, or immediately destroy at the Purchaser's option, all embodiments and copies of the Confidential Information that are in the Seller's possession;

(ii) not use the Confidential Information for any reason or purpose; and

(iii) without limiting the foregoing, not disclose the Confidential Information to any Person, except with the prior written Consent of the Purchaser.

(c) Section 7.2(b) does not apply to that part of the Confidential Information (other than Personal Information) that becomes generally available to the public other than as a result of a breach of this Section 7.2 by the Seller. Confidential Information shall not be deemed "generally available to the public" merely because it is included or incorporated in more general information that is publicly available or because it combines features which individually may be publicly available.

(d) If the Seller becomes compelled in any Proceeding or otherwise, under Applicable Law, to make any disclosure that is prohibited by this Section 7.2, the Seller shall, to the extent legally permissible, promptly advise the Purchaser thereof, in writing, so that any of them, or all of them, may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.2. In the absence of a protective order or other remedy, the Seller may disclose that portion (and only that portion) of the Confidential Information that, based upon the opinion of the Seller's counsel, the Seller is legally compelled to disclose; provided, however, that the Seller shall use its best efforts to obtain written assurance that any Person to whom any Confidential Information is so disclosed shall accord confidential treatment to such Confidential Information.

(e) Without limiting any other provision hereof, nothing in this Section shall diminish the protections and benefits to which any Personal Information or trade secret of the Acquired Corporation is entitled under Applicable Law. If any information that the Acquired Corporation asserts to be a trade secret under Applicable Law is found by a court of competent jurisdiction not to be such a trade secret, such information shall nonetheless be considered Confidential Information of that Acquired Corporation for purposes of this Section.

7.3 Tax Matters.

(a) The Purchaser shall cause the Acquired Corporation to prepare and file all Tax Returns due by the Acquired Corporation after the Closing Date in respect of periods ending on or before or which include the Closing Date, which Tax Returns shall be prepared and filed on a timely basis. Not less than 30 days prior to the due date of any such Tax Return, the Purchaser shall provide the Seller with a substantially final draft of the Tax Return (the "Draft Return"). The Seller and their accountants have the right to review the Draft Return and any working papers relating to its preparation. Within 15 days after the date that the Seller receives the Draft Return, the Seller shall advise the Purchaser in writing that they either agree with the Draft Return or that they do not agree with the Draft Return, in which case the Seller shall set out, in reasonable detail, the basis for such disagreement. In the event of a disagreement, the Seller and the Purchaser shall attempt to resolve such disagreement; provided, however, that if they fail to reach agreement, then the disagreement shall be resolved by a firm of independent public accountants to be designated by mutual agreement of the Seller and the Purchaser, failing which the firm shall be the auditors of the Purchaser. The fees and expenses of the accountants in making any such determination shall be borne 50% by the Seller and 50% by the Purchaser.

(b) The Acquired Corporation shall pay or cause to be paid all Taxes shown as due on the Tax Returns prepared in accordance with Section 7.3; provided, however, that the Seller shall promptly reimburse the Purchaser to the extent that any payment the Acquired Corporation is required to make relates to the operations of the Acquired Corporation for any taxable period ending on or before the Closing Date, or portion of any taxable period which includes (but does not begin or end on) the Closing Date ending immediately before the Closing Date, to the extent that such payment exceeds the amount accrued for Taxes.

(c) The Purchaser and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser shall cause the Acquired Corporation to:

(i) retain all Books and Records with respect to Tax matters that pertain to it and relate to any taxable period beginning before the Closing Date, until the expiration of the limitation period for the relevant taxable periods as set out in Section 230(4) of the ITA, and to abide by all record retention requirements stipulated by Applicable Law and any Contract entered into with any Governmental Authority; and

(ii) give the Seller reasonable written notice prior to transferring, destroying or discarding any such Books and Records, and allow him to make copies of such documents contained therein as he may reasonably request.

7.4 Work Commitment.

The Purchaser shall make the Work Commitment on the terms set out in Section 2.4.

7.5 Voting Trust.

For a period beginning on the Closing Date and ending on the earlier of (i) date on which the Seller sells, transfers, or otherwise disposes of the Consideration Shares in accordance with this Agreement, and (ii) the date on which a change of control becomes effective (the "Voting Trust Period"), Seller shall vote the Consideration Shares as directed by the individual who is, at the applicable time, the President, Chief Executive Officer, and a director of the Purchaser (the "Voting Trustee"), at all special or regular meetings of the shareholders of the Purchaser which are held from time to time. The term "change of control" shall mean: (1) the purchase by a third party of 66^2^/3% or more of the Purchaser's voting shares; (2) a merger or consolidation, after which the Purchaser's prior shareholders no longer represent at least 50% of the issued and outstanding voting shares; and/or (3) the sale of all or substantially all of the assets or the liquidation of the Purchaser. For the purposes of this arrangement:

(a) The Seller hereby grants a proxy (the "Proxy") to the Voting Trustee to vote all the Consideration Share during the Voting Trust Period. To this end, the Seller hereby revokes any and all previous proxies and appoints the Voting Trustee as its proxy to attend any shareholder meetings, annual or special, and any continuation or adjournments thereof and to vote the Consideration Share then owned by the Seller on any matter to be voted upon at a meeting in the manner recommended by management of the Purchaser, in the same manner and with the same effect as if the Seller were personally present. Further, the Seller hereby authorizes the Voting Trustee to substitute any other person designated by the board of the Purchaser provided at least 15 days advance written notice is first given to the Seller of the name of such person, to act under this proxy, to revoke any substitution, and file this Agreement, and any form proxies executed pursuant hereto, with the Purchaser. This proxy may not be assigned by the Voting Trustee. Additionally, this proxy shall apply to all of the Consideration Share and any additions thereto or reductions thereto resulting from any stock split, stock dividend, reverse stock split, merger, reorganization, reclassification, recapitalization, consolidation or any other change in the form of the Purchaser's capital structure.

(b) The Purchaser agrees that it will recognize the Proxy granted herein and will count votes cast by the Voting Trustee or his permitted substitutes pursuant to the Proxy.

(c) The Voting Trustee shall use his best efforts to inform the Seller of the manner in which the Consideration Share owned by the Seller will be voted at least 10 days in advance of casting such votes. The Voting Trustee shall be liable and responsible by reason of any loss or damage to the Purchaser or to the Seller arising out of or in consequence of any matter, thing or act done or admitted to be done negligently or in bad faith in connection with the administration of the Voting Trust created hereby.

(d) The parties hereto acknowledge and agree that, upon the sale, transfer or disposition of beneficial ownership of any of the Consideration Share to a person other than the Seller as permitted by the Agreement, the terms and provisions of Proxy shall without further act of the parties, cease to be of any further force and effect with respect to such shares.

(e) The parties hereto agree that at all times the Voting Trustee shall be the President of the Purchaser or, in his absence, the Chairman of the Purchaser. In the event that the Voting Trustee ceases to the President or Chairman of the Purchaser as the case may be, he shall, immediately prior thereto, assign the Proxy to a successor who is the President or Chairman of the Purchaser as the case may be. In addition, the Purchaser shall have the right at any time and from time to time to designate a substitute voting trustee who shall have all the rights, powers, duties and obligations of the Voting Trustee, provided such person is a director of the Purchaser. Such successor to the Voting Trustee shall thereafter assume all rights and obligations of the Voting Trustee hereunder and shall agree to be bound by all the terms and conditions of this Agreement and shall be obligated in turn to assign Proxy to a new Voting Trustee with the same qualifications upon his ceasing to be a director of the Purchaser.

(f) On the last day of the Voting Trust Period, the Purchaser shall cause the Proxy to be returned to the Seller.

(g) For greater certainty, any monies, shares, or other property received by the Seller from the Purchaser with respect to distributions from the Consideration Share, whether by way of dividend or by way of redemption or otherwise, shall be distributed to the Seller forthwith.

7.6 Notice of Intent to Sell.

Duration of the Voting Trust Period, the Seller shall provide five (5) Business Days' notice of any sale, transfer, or disposition of any amount of Consideration Shares, which for clarity shall include a Permitted Sale, unless otherwise permitted in accordance with this Agreement. Subject to Section 7.7, any sale, transfer, or disposition of Considerations Shares which is not a Permitted Sale shall first require the consent of the Chief Executive Officer of the Purchaser, or such other individual as the Chief Executive Officer may designate for this purpose.

7.7 Right of First Refusal.

Except for a Permitted Sale, during the Voting Trust Period, Seller shall not, directly or indirectly through an Affiliate, enter into any agreement or consummate any transaction or series of transactions relating to the sale, transfer, or disposition of the Consideration Shares, with any Person or on the facilities of the TSXV, other than the Purchaser (a "Third-Party Transaction") except in compliance with the terms and conditions of this Section 7.7.

(a) If, at any time during the Voting Trust Period, the Seller receives a bona fide written offer for a Third-Party Transaction that the Seller desires to accept (each, a "Third- Party Offer"), the Seller shall, within five (5) Business Days following receipt of the Third-Party Offer notify the Purchaser in writing (the "Offer Notice") of the identity of all proposed parties to such Third-Party Transaction and the material financial and other terms and conditions of such Third-Party Offer (the "Material Terms"). Each Offer Notice constitutes an offer made by the Seller to enter into an agreement with the Purchaser on the same Material Terms of such Third-Party Offer (the "ROFR Offer").

(b) At any time prior to the expiration of the ten (10) Business Day period following the Purchaser's receipt of the Offer Notice (the "Exercise Period"), the Purchaser may accept the ROFR Offer by delivery to the Seller of a written notice of acceptance containing the Material Terms, executed by the Purchaser.

(c) If, by the expiration of the Exercise Period, the Purchaser has not accepted the ROFR Offer, and provided that the Seller has complied with all of the provisions of Section 7.6 and this Section 7.7, at any time during the ten (10) Business Day period following the expiration of the Exercise Period, the Seller may consummate the Third-Party Transaction with the counterparty identified in the applicable Offer Notice, on Material Terms that are the same or more favourable to the Seller as the Material Terms set forth in the Offer Notice. If such Third-Party Transaction is not consummated within such ten (10) Business Day period, the terms and conditions of this Section 7.7 will again apply, and the Seller shall not enter into any Third-Party Transaction during the ROFR Period without affording the Purchaser the right of first refusal on the terms and conditions of this Section 7.7.

(d) For the avoidance of doubt, the terms and conditions of this Section 7.7 apply to each Third-Party Offer received by the Seller during the ROFR Period.

ARTICLE 8

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS

The obligations of the Purchaser hereunder are subject to the satisfaction, at or prior to the Closing, of each of the conditions set forth below, any of which may be waived in whole or in part by the Purchaser.

8.1 TSX-V Approval of Purchaser.

The Purchaser shall have received the Consent to the transactions contemplated hereby from the TSX-V. It is hereby agreed that the Purchaser shall act in good faith in seeking such Consent and shall, at the request of the Seller, provide the Seller with copies of all materials to be submitted by the Purchaser in its application to the TSX-V, including drafts of such materials prior to their submission.

8.2 Closing Deliverables of the Purchaser.

The Purchaser shall have delivered to the Seller each of the deliverables set forth in Section 2.8(b).

ARTICLE 9

CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

The obligations of the Seller hereunder are subject to the satisfaction, at or prior to the Closing, of each of the conditions set forth below, any of which may be waived in whole or in part by the Seller.

9.1 Closing Deliverables of the Seller.

The Seller shall have delivered to the Purchaser each of the deliverables set forth in Section 2.8(a).

ARTICLE 10

TERMINATION

10.1 Termination by Consent.

This Agreement may be terminated at any time prior to the Closing, by the mutual Consent of the Purchaser and the Seller.

10.2 Termination by Purchaser.

This Agreement may be terminated by notice given by the Purchaser to the Seller, at any time prior to or at the Closing:

(a) if satisfaction of any condition in ARTICLE 8 by the Closing Date becomes impossible, other than through the failure of the Purchaser to comply with its obligations under this Agreement;

(b) if the Closing shall not have occurred on the Closing Date by reason of the occurrence of a Force Majeure; or

(c) if the Closing shall not have occurred by the Outside Date, provided that the failure of the Purchaser to fulfill any of its obligations was not the cause of, or resulted in, the failure of the Closing to occur by the Outside Date.

10.3 Termination by Seller.

This Agreement may be terminated by notice given by the Seller to the Purchaser, at any time prior to or at the Closing:

(a) if satisfaction of any condition in ARTICLE 9 by the Closing Date becomes impossible, other than through the failure of the Seller to comply with its obligations under this Agreement;

(b) if the Closing shall not have occurred on the Closing Date by reason of the occurrence of a Force Majeure; or

(c) if the Closing shall not have occurred by the Outside Date, provided that the failure of the Seller or Acquired Corporation to fulfill any of their respective obligations was not the cause of, or resulted in, the failure of the Closing to occur by the Outside Date.

10.4 Effect of Termination.

(a) Each Party's right of termination under this ARTICLE is in addition to any other right it may have under this Agreement (including under ARTICLE 11) or otherwise, and the exercise of a Party's right of termination will not constitute an election of remedies. If this Agreement is terminated pursuant to this ARTICLE 10, this Agreement will be of no further force or effect; provided, however, that (a) Section 7.2, this Section 10.4, and ARTICLE 11 will survive the termination of this Agreement and will remain in full force and effect; and (b) the termination of this Agreement will not relieve any party from any liability for any breach of this Agreement occurring prior to termination.

(b) In the event that this Agreement is terminated by either the Seller or the Purchaser for any reason, excluding any of the Permitted Termination Reasons, the Party that terminates the Agreement shall within 15 calendar days of the effective date of such termination pay the Break Fee to the other Party.

ARTICLE 11

INDEMNIFICATION

11.1 Survival.

(a) All representations, warranties, covenants, and obligations in this Agreement and any certificate delivered pursuant to this Agreement shall survive the Closing and the consummation and performance of the transactions contemplated hereby for the time periods set out in Section 11.4.

(b) The waiver by a Party of any condition relating to any representation, warranty, covenant, or obligation shall not affect the right of that Party to indemnification, payment, reimbursement, or other remedy based upon such representation, warranty, covenant, or obligation except to the extent that such condition has been waived.

11.2 Indemnification, Payment, and Reimbursement by the Seller.

(a) The Seller shall indemnify and hold harmless the Purchaser, the Acquired Corporation, and their respective Representatives, equity holders, and Affiliates (collectively, the "Purchaser Indemnitees") from, and shall pay or reimburse to the Purchaser Indemnitees the amount of, any Loss that the Purchaser Indemnitees or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to:

(i) any breach of any representation or warranty made by the particular Seller in this Agreement, or any other certificate delivered by the particular Seller pursuant to this Agreement;

(ii) any breach of any covenant or obligation of the particular Seller in this Agreement or in any certificate delivered by the particular Seller pursuant to this Agreement;

(iii) any Taxes of the Acquired Corporation relating to taxable periods ending on or before the Closing Date;

(iv) any alleged actual liability under any Environmental Law arising out of or relating to, in whole or in part, any actions that were taken (or not taken) by the Seller or the Acquired Corporation in events that occurred, or any fact, circumstance, or condition that existed with respect to the same, in each case with respect to leasehold improvements at the Facility and since October 18, 2019and prior to the Closing Date; or

(v) any Third-Party Claim.

(b) The indemnification obligations set out in Section 11.2(a) above shall constitute the sole remedy available to the Purchaser Indemnitees with respect to any and all breaches of any representation, warranty, or covenant made or to be made by the Seller in this Agreement or in any certificate delivered by any of them pursuant to this Agreement, and the Purchaser covenants not to (and to procure that the Purchaser Indemnitees not) seek to obtain any remedy except as provided as set forth herein; provided that:

(i) the Purchaser Indemnitees may exercise equitable remedies where the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to any of the Purchaser Indemnitees inadequately compensable in damages, and accordingly, Purchaser Indemnitees may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction; and

(ii) nothing in this Agreement limits or restricts in any way any remedies available, or damages payable, for claims involving fraud or fraudulent misrepresentation.

(c) Notwithstanding Section 11.2(a) above, if the Purchaser has Knowledge that any of the representations and warranties of the Seller set out in this Agreement (or under any other certificates delivered pursuant to this Agreement) is untrue and the Purchaser elects to consummate the transactions contemplated hereby at Closing, then the Seller shall not have any liability or indemnification obligation by reason of any such misrepresentation or breach of warranty.

(d) For greater certainty, the indemnification obligations of the Minority Shareholder set out in Section 11.2(a) above shall be limited to breaches by the Minority Shareholder of its representations, warranties and covenants hereunder and shall not extend to breaches by the Majority Shareholder.

11.3 Indemnification, Payment, and Reimbursement by Purchaser.

(a) The Purchaser shall indemnify and hold harmless the Seller and its Representatives and Affiliates (collectively, the "Seller Indemnitees"), and shall pay to the Seller Indemnitees the amount of, or reimburse the Seller Indemnitees for the amount of, any Loss that the Seller Indemnitees or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to:

(i) any breach of any representation or warranty made by the Purchaser in:

(A) this Agreement; or

(B) any certificate delivered by the Purchaser pursuant to this Agreement;

(ii) any breach of any covenant or obligation of the Purchaser in this Agreement or any Closing Document or in any certificate delivered by them pursuant to this Agreement; or

(iii) any Taxes of the Acquired Corporation relating to taxable periods ending after the Closing Date.

(b) The indemnification obligations set out in Section 11.3(a) above shall constitute the sole remedy available to the Seller Indemnitees with respect to any and all breaches of any representation, warranty, or covenant made or to be made by the Purchaser in this Agreement or in any certificate delivered by any of them pursuant to this Agreement, and the Seller covenants not to (and to procure that the Seller Indemnitees not) seek to obtain any remedy except as provided as set forth herein; provided that:

(i) the Seller Indemnitees may exercise equitable remedies where the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to any of the Seller Indemnitees inadequately compensable in damages, and accordingly, Seller Indemnitees may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction; and

(ii) nothing in this Agreement limits or restricts in any way any remedies available, or damages payable, for claims involving fraud or fraudulent misrepresentation.

(c) Notwithstanding Section 11.3(a) above, if the Seller has Knowledge that any of the representations and warranties of the Purchaser set out in this Agreement (or under any other certificates delivered pursuant to this Agreement) is untrue and the Seller elects to consummate the transactions contemplated hereby at Closing, then the Purchaser shall not have any liability or indemnification obligation by reason of any such misrepresentation or breach of warranty.

11.4 Time Limitations.

(a) For purposes hereof, "Tax Warranties" means all representations, warranties, and covenants in this Agreement that relate or apply to Taxes, directly or indirectly, including those in Section 4.24 or Section 7.3.

(b) If the Closing occurs, the Seller shall have liability under Section 11.2(a)(i) with respect to any breach of a representation or warranty, if, and only if, the Purchaser notifies the relevant Seller of a claim, specifying the factual basis of the claim in reasonable detail to the extent known by the Purchaser, within the following time periods:

(i) in the event of a breach of a representation or warranty that is not a Specified Representation and Warranty, on or before the date that is one year after the Closing Date;

(ii) in the event of a breach of any Tax Warranties, at any time on or before the date that is ninety (90) days after the expiration of the last of the limitation periods contained in the ITA and any other Applicable Law subsequent to the expiration of which an assessment or reassessment or other form or recognized document assessing liability for Tax thereunder for the period ended on the Closing Date cannot be issued to the Acquired Corporation (such period to include any period extended by any agreement, waiver or arrangement with any Governmental Authority); and

(iii) in the case of any Specified Representation and Warranty, at any time after the Closing Date, and there shall be no time limitation within which a claim may be made.

(c) If the Closing occurs, the Purchaser shall have liability under Section 11.3(a)(i) with respect to any breach of a representation or warranty (other than those in Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 5.18, and Section 5.19, in each case as to which a claim may be made at any time), if, and only if, on or before the date that is one (1) year after the Closing Date, the Seller notifies the Purchaser of a claim specifying the factual basis of the claim in reasonable detail to the extent known by the Seller.

(d) Notwithstanding anything to the contrary contained in this ARTICLE 11 , in the case of fraud, intentional misrepresentation, or willful misconduct, there shall be no time limitation within which a claim may be made.

11.5 Limitations on Amount of Liability.

(a) Subject to Section 11.5(b) below, if the Closing occurs, the liability of the Seller for indemnification of any Purchaser Indemnitee for Losses under Section 11.2(a) is subject to the limitation that the Seller shall not have any liability until the aggregate of all Losses suffered by all Purchaser Indemnitees for claims under Section 11.2(a) exceeds $100,000 (the "Seller's Threshold Amount"), provided, however, that if the aggregate of all such Losses exceeds the Seller's Threshold Amount, the Seller shall be liable for all such Losses to the first dollar.

(b) Section 11.5(a) shall not apply: (i) to any breach of any representation, warranty, or covenant in ARTICLE 3 , Section 4.1, Section 4.2, Section 4.3, Section 4.5 (collectively, the "Specified Representations and Warranties"); or (ii) in the case of fraud, intentional misrepresentation, or willful misconduct.

(c) The liability of each Seller for indemnification of any Losses under ARTICLE 11 will be limited to its proportionate share of the Purchase Price, calculated as a dollar amount by the volume weighted average price for the Consideration Shares on the TSX-V for the twenty trading days prior to the Closing Date.

11.6 Third-Party Claims.

(a) For purposes of this ARTICLE 11 , "Third Party" means a Person other than a Party.

(b) A Person who may claim a right of indemnification under Section 11.2 or Section 11.3 (an "Indemnified Person") shall give notice of the assertion of any claim by a Third Party whether or not involving a Proceeding (a "Third-Party Claim") to the Seller or the Purchaser (an "Indemnifying Person"), as the case may be; provided, however, that no failure or delay on the part of an Indemnified Person in notifying an Indemnifying Person will relieve the Indemnifying Person from any obligation under this ARTICLE 11 , except to the extent that the failure or delay materially prejudices the defense of the Third-Party Claim by the Indemnifying Person.

(c) Except as provided in Section 11.6(f), the Indemnifying Person may elect to assume the defense of the Third-Party Claim with counsel satisfactory to the Indemnified Person, acting reasonably, by:

(i) giving notice to the Indemnified Person of its election to assume the defense of the Third-Party Claim; and

(ii) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third-Party Claim and fulfill its obligations under this ARTICLE 11 , in each case no later than ten (10) days after the Indemnified Person gives notice of the assertion of a Third-Party Claim under Section 11.6(a).

(d) If the Indemnifying Person elects to assume the defense of a Third-Party Claim:

(i) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person's fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim, other than reasonable costs of investigation;

(ii) the election shall conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising, directly or indirectly, from or in connection with the Third-Party Claim, subject to the provisions of Section 11.5;

(iii) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent unless:

(A) there is no finding or admission of any violation by the Indemnified Person of any Applicable Law or any rights of any Person;

(B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim; and

(iv) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim that is effected without its Consent.

(e) If the Indemnifying Person does not assume the defense of a Third-Party Claim in the manner and within the period provided in Section 11.6(c), or if the Indemnifying Person does not diligently conduct the defense of a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person, and the Indemnifying Person shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

(f) Notwithstanding the foregoing, an Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle any Third-Party Claim if:

(i) the Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or any Affiliate, other than as a result of monetary damages for which it would be entitled to relief under this Agreement; or

(ii) the Indemnified Person is advised by counsel that there is an actual or potential conflict in the Indemnifying Person's and the Indemnified Person's respective interests or that additional defenses are available to the Indemnified Person that makes representation by the same counsel inappropriate or unadvisable.

(g) In the event that a Third-Party Claim is of a nature such that the Indemnified Person is required by Applicable Law to make a payment to any Person with respect to such Third- Party Claim before the completion of settlement negotiations or related Proceedings, such Indemnified Person may make such payment and the Indemnifying Person shall, forthwith after demand by the Indemnified Person, reimburse the Indemnified Person for any such payment. If the amount of any liability under the Third-Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Person to the Indemnified Person, the Indemnified Person shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Person.

(h) Notwithstanding the provisions of Section 1.3, each Party consents to the nonexclusive jurisdiction of any court in which a Third-Party Claim is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such Third- Party Claim or the matters alleged therein.

(i) With respect to any Third-Party Claim subject to this ARTICLE 11 :

(i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related proceeding at all stages thereof where such Person is not represented by its own counsel; and

(ii) both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

(j) In addition to Section 7.2, with respect to any Third-Party Claim subject to this ARTICLE 11 , the Parties shall cooperate in a manner to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney- client and work-product privileges. In connection therewith, each Party agrees that:

(i) it shall use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid the production of any Confidential Information (consistent with Applicable Law and rules of procedure); and

(ii) all communications between any Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work- product privilege.

(k) Any claim under this ARTICLE 11 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

11.7 Other Claims.

A claim under this ARTICLE 11 for any matter not involving a Third-Party Claim may be made by notice to the Seller or the Purchaser, as the case may be, and will be deemed conclusive in all respects thirty (30) days after receipt of the Indemnified Person's written notice to the Indemnifying Person of such claim unless the Indemnified Person sending the notice has received notice from the Indemnifying Person disputing such claim. In the event that a written notice of dispute is delivered by the Indemnifying Person within such thirty (30) day period, the Parties will forthwith negotiate in good faith in order to resolve such dispute as soon as possible and otherwise in accordance with the Dispute Resolutions Section 12.12.

11.8 Principles of Indemnification.

(a) In connection with any claim under this ARTICLE 11 , the Indemnified Person shall, at the request and expense of the Indemnifying Person, make available to the Indemnifying Person, or its Representatives, on a timely basis all Books and Records and other materials in the possession or control of the Indemnified Person with respect to the subject matter of the claim, and access to the Acquired Corporation's premises and personnel, as reasonably required by the Indemnifying Person solely for the purpose of assessing the claim and supporting and verifying any damages which the Indemnified Person believes give rise to the claim for indemnification.

(b) For purposes hereof, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be computed net of payments recoverable by the Indemnified Person under any insurance policy with respect to such Losses.

(c) Payments made by any Indemnifying Person hereunder shall be reduced by the amount of any insurance proceeds received by the Indemnified Person.

(d) Any payments by one Party to another for the benefit of the other Party made pursuant to this ARTICLE 11 shall be treated by the Parties, including on all applicable Tax Returns, as an adjustment to the Purchase Price.

(e) Nothing in this ARTICLE 11 shall limit or restrict the Parties' general obligation at Applicable Law to mitigate any loss which it may suffer or incur as a result of any matter giving rise to indemnification under this Agreement.

(f) The Seller will have no liability or obligation under this ARTICLE 11 to any Purchaser Indemnitees, and the Purchaser will have no liability or obligation under this ARTICLE 11 to the Seller:

(i) for any damages which arise solely by reason of a proposed or actual enactment or change of any applicable Tax legislation after the date hereof; or

(ii) for any damages that arise solely as a result of any legislation not in force on the date hereof which takes effect retrospectively or occurs as a consequence of a change in the interpretation of the Applicable Law after the date hereof.

ARTICLE 12

MISCELLANEOUS

12.1 Fees and Expenses.

(a) Except as otherwise provided in this Agreement or the other Closing Documents, each Party will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution, and performance of this Agreement, and the consummation and performance of the transactions contemplated hereby, including all fees and expenses of its Representatives.

(b) The Acquired Corporation has not incurred, and Seller will cause the Acquired Corporation not to incur, any fees or expenses in connection with this Agreement and the transactions contemplated hereby; provided, however, that to the extent such fees and expenses have been incurred by the Acquired Corporation, the Seller will reimburse the Acquired Corporation for such fees and expenses prior to the Closing. The obligation of each Party to bear its own fees and expenses is subject to any rights of such Party arising from a breach of this Agreement by another Party.

12.2 Public Announcement.

Except to the extent required by Applicable Law, neither Party shall make or cause to be made, and the Seller shall not permit the Acquired Corporation to make or cause to be made, any disclosure or public announcement regarding this Agreement or the transactions contemplated without the prior written Consent of the other Party. Without limiting the foregoing, the Parties acknowledge that the Purchaser is a publicly traded corporation and are subject to timely disclosure requirements pursuant to applicable Canadian securities laws and the requirements of the TSX-V ("Disclosure Obligations"). Notwithstanding anything to the contrary contained in this Agreement, Purchaser may at any time make public announcements pertaining to the transactions contemplated under this Agreement, as may be required from time to time to comply with Purchaser's Disclosure Obligations.

12.3 Entire Agreement.

This Agreement supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, between the Parties with respect to its subject matter and constitutes (collectively with the Disclosure Schedule and the other documents to be delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter of this Agreement.

12.4 Amendment.

This Agreement may only be amended, supplemented, or otherwise modified by a writing executed by the Purchaser and the Seller.

12.5 Further Assurances.

The Parties shall execute and deliver to each other such other documents and do such other acts and things as a Party may reasonably request for the purpose of carrying out the intent of this Agreement, the transactions contemplated hereby, and the Closing Documents.

12.6 Assignment.

Except as specifically otherwise provided in this Section 12.6, this Agreement and the rights hereunder are not assignable unless such assignment is consented to in writing by each of the Purchaser and the Seller. Any purported assignment of rights or delegation of obligations in violation of this Section 12.6 shall be null and void, and of no effect. Subject to the preceding sentence, this Agreement and all the provisions hereof shall be binding upon and shall enure to the benefit of the Parties and their respective legal representatives, successors, and permitted assigns, as applicable.

12.7 No Waiver.

Neither any failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement, or any of the documents referred to in this Agreement, shall operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege, shall preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege. To the maximum extent permitted by Applicable Law:

(a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement may be waived by a Party, in whole or in part, unless made in a writing signed by such Party or the Seller on behalf of the Seller;

(b) a waiver given by a Party shall only be applicable to the specific instance for which it is given; and

(c) no notice to or demand on a Party shall waive or otherwise affect any obligation of that Party, or affect the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

12.8 Notices.

All notices and other communications required or permitted by this Agreement shall be in writing and shall be effective, and any applicable time period shall commence, when:

(a) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid) addressed to the following address;

(b) mailed by certified or registered mail, return receipt requested, with postage prepaid; or

(c) transmitted electronically to the following e-mail addresses, in each case marked to the attention of the Person (by name or title) designated below (or to such other address, e-mail address, or Person as a Party may designate by notice to the other Parties in accordance with this Section 12.8(c):

If to the Purchaser, to:

HIVE Blockchain Technologies Ltd.

555 Burrard Street

Vancouver, British Columbia

V7X 1M8

Attention: Frank Holmes

Email: bulldog.holmes@mac.com

with copies to:

Peterson McVicar LLP

18 King Street East, Suite 902 Toronto, Ontario M5C 1C4 Attention: Dennis Peterson Email: dhp@petelaw.com

If to the Seller or the Acquired Corporation, to:

GPU.ONE Holding Inc.

3680 av du Musee Montreal, Quebec H3G 2C9 Attention: Vladimir Plessovskikh Email: vlad@GPU.ONE

and

STL Atlantic Holdings Inc. c/o Cox & Palmer Scotia Centre,

Suite 1100, 235 Water Street

St. John's, Newfoundland A1C 1B6 Attention: Megan Taylor

Email: mtaylor@coxandpalmer.com

with copies to:

Sweibel Novek LLP

3449 Avenue du Musée Montreal, Quebec Attention: Barbara Novek

Email: bnovek@sweibelnovek.com

12.9 Counterparts and Electronic Signatures.

(a) This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same agreement or document, and shall be effective when counterparts have been signed by each of the Parties and delivered to the other Parties.

(b) A manual or electronic signature on this Agreement or other documents to be delivered pursuant to this Agreement, an image of which shall have been transmitted electronically, shall constitute an original signature for all purposes. The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature pages where required, by electronic transmission shall constitute effective delivery of this Agreement or such other document for all purposes.

12.10 Independent Legal and Financial Advice.

Each Party hereto hereby acknowledges that such Party (and each of its related principals) has been advised to seek independent legal, tax, investment, and other advice with respect to the execution and delivery of this Agreement and each of the other Closing Documents and has sought such advice or has determined that such advice is not required.

12.11 Language

The Parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only.

12.12 Dispute Resolution

The Parties hereto will attempt in good faith to settle by negotiation any dispute, controversy or claim between the Parties arising under, out of or relating to this Agreement (in this section, a "Dispute"). To the extent that the Dispute is not resolved by negotiation, any of the Parties hereto may refer the matter to arbitration in accordance with the provisions set out below:

(a) Any Dispute is to be referred to and finally determined by arbitration in accordance with the provisions of the Arbitration Act (New Brunswick), except as varied or excluded by this Agreement. Any Party may initiate arbitration proceeding by delivering notice (in this section, a "Notice to Arbitrate") to the other party. The Notice to Arbitrate is to be in writing and is to set out a concise description of the Dispute to be submitted to arbitration. The arbitration, including the rendering of the award or decision, is to take place in City of Saint John, New Brunswick which is to be the seat of the arbitration. The language to be used in the arbitration will be English.

(b) The arbitral tribunal is to be composed of one arbitrator (in this section, the "Arbitrator"). The Party that delivers a Notice to Arbitrate (in this section, the "Applicant") shall, in the Notice to Arbitrate, nominate an individual to act as the Arbitrator. Within fifteen (15) days of the date of receipt of the Notice to Arbitrate, the other Party (in this section, the "Respondent") shall, in writing, either signify its acceptance of the nominee or, in the alternative, propose an alternative to act as the Arbitrator. If the Applicant and the Respondent do not agree within ten (10) Business Days thereafter as to who will act as Arbitrator, then either party may apply to the Court of the Queens Bench, New Brunswick for the appointment of an arbitrator pursuant to the provisions of the Arbitration Act. Each of the Applicant and the Respondent will be responsible for one-half of the costs of the application. The Parties shall act reasonably and in good faith to select an Arbitrator who is objective, independent, knowledgeable and experienced with respect to the type of issues in dispute.

(c) Within 10 Business Days after the appointment of the Arbitrator, the Applicant shall send the Respondent a statement of claim setting out in sufficient detail the facts and any contentions of law on which it relies (in this section, the "Claim") and the relief claimed.

(d) Within thirty (30) Business Days after the receipt of the Claim, the Respondent shall send the Applicant a statement of defence stating in sufficient detail which of the facts and contentions of law in the Claim are admitted or denied, and, with respect to those denied, the grounds, facts and/or contentions of law relied on to support that denial and the relief claimed, together with the same matters in respect of any counterclaim against the Applicant (in this section, the "Defence").

(e) Within fifteen (15) Business Days after the receipt of the Defence, the Applicant may send the Respondent a statement of reply (in this section, the "Reply"). If the Respondent has made a counterclaim against the Applicant, the Respondent may then send the Applicant a statement of reply within the same fifteen (15) Business Days.

(f) All Claims, Defences and Replies are to be accompanied by copies or, if the documents are especially voluminous, lists of all relevant documents on which the Party concerned relies.

(g) After submission of all the Claim, Defence and Reply, as the case may be, the Arbitrator shall, after hearing submissions of the applicable parties, give directions for the further conduct of the arbitration.

(h) The Arbitrator may at any time, fix the date, time and place of hearings in the arbitration and shall give the parties adequate notice of that date, time and place. Subject to any adjournments which the Arbitrator may allow, hearings are to be continued on successive Business Days until the hearings are concluded.

(i) All hearings are to be conducted in private unless the Parties otherwise agree. The Applicant and Respondent may be represented at any hearing by counsel or other agent.

(j) Except as may be necessary in the course of enforcement of any award of the Arbitrator and other judicial proceedings regarding the arbitration or that award, the Parties shall keep and shall cause all Persons participating in the arbitration process to keep the content of arbitration, including the pleadings, evidence, transcripts and awards of the arbitrator made strictly confidential.

(k) All and any awards of the Arbitrator are to be made in accordance with the rules set out in this Agreement and in writing and are final and binding on the Parties, except that any Party may appeal an award to the court on a question of law, a question of fact or a question of mixed fact and law as provided in section 45 of the Arbitration Act and any Party may apply to set aside an award as provided in section 46 of the Arbitration Act or apply for a declaration of invalidity of arbitration pursuant to sections 48 and 49 of the Arbitration Act. The final award is to be made within fifteen (15) Business Days after the conclusion of the hearings, or as soon as practicable thereafter. Any award of the Arbitrator is to include pre- and post-award interest on any amount of money ordered by the Arbitrator to be paid by one or more Parties at the rate provided for in the Judicature Act (New Brunswick).

(l) Where there exist multiple and contemporaneous disputes, claims, questions or disagreements related to this Agreement, the resolution of those disputes, claims, questions or disagreements will be combined in a single arbitration before a single Arbitrator, who was the first Arbitrator to be appointed, conducted pursuant to this Agreement unless that Arbitrator determines that it is impracticable to so combine resolutions.

(m) The costs of the arbitration, including counsel fees and disbursements and the costs and disbursements of the Arbitrator, are to be in the discretion of the Arbitrator.

(n) Nothing in this Agreement prevents a Party from seeking interim, interlocutory, and permanent injunctive relief, specific performance and other equitable remedies. The Party may make an application to the Arbitrator seeking injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. The Arbitrator shall have the powers and jurisdiction of a Judge of the Queen's Bench of the province of New Brunswick and those powers shall include the power to award interim and interlocutory injunctions, equitable relief, and remedies which can be awarded pursuant to a statute by a Judge of the Queen's Bench.

(o) If the Parties enter into any other agreement concerning the settlement of disputes by arbitration, the other agreement shall be deemed to include all provisions of this Agreement unless the other agreement expressly specifies otherwise.

[Remainder of page left intentionally blank. Signature page follows.]

[HIVE - Signature Page to GPU Atlantic SPA]

SCHEDULE A

DEFINITIONS

Whenever used in this Agreement, the following words and terms have the meanings set out below:

"Acquired Corporation" means GPU Atlantic Inc. and includes, for greater certainty, their predecessor corporations and all entities merged, amalgamated or otherwise consolidated with any of them.

"Assets" has the meaning specified in Section 4.6(a).

"Disclosure Schedule" shall mean the disclosure schedule in respect of the Acquired Corporation referred to in this Agreement, dated as of the date hereof, and attached as Schedule B.

"Acquired Corporation Financial Statements" means the unaudited internally prepared annual balance sheet and income statement of Acquired Corporation as at December 31, 2020, January 31, 2021, and the last available month end prior to the Closing Date, as well as the notice to reader first year financial statements of the Acquired Corporation as of December 31, 2019.

"Acquisition Proposal" means, at any time, whether or not in writing, any (i) proposal with respect to (A) any direct or indirect acquisition by any person or group of persons of the Purchased Shares; (B) any plan of arrangement, amalgamation, merger, share exchange, consolidation, recapitalization, liquidation, dissolution, or other business combination in respect of the Acquired Corporation or any of its subsidiaries; (C) any direct or indirect acquisition by any person or group of persons of any assets of the Acquired Corporation and/or any interest in one or more of its subsidiaries; or (D) any lease, license, royalty, joint venture, long-term supply agreement, or other arrangement having a similar economic effect, whether in a single transaction or a series of related transactions; (ii) inquiry, expression, or other indication of interest or offer to, or public announcement of, or of an intention to do any of the foregoing; or (iii) modification or proposed modification of any such proposal, inquiry, expression, or offer, in each case whether by plan of arrangement, amalgamation, merger, consolidation, recapitalization, liquidation, dissolution, or other business combination, sale of assets, joint venture, take-over bid, tender offer, share exchange, exchange offer, or otherwise, including any single or multi-step transaction or series of transactions, directly or indirectly involving the Acquired Corporation, and in each case excluding the Transaction;

"Affiliate" of any Person means, at the time that such determination is being made, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such first Person; for purposes of the foregoing, a Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct or significantly influence, or cause the direction or influence of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or in any other manner.

"Agreement" means this Share Purchase Agreement together with all Schedules attached hereto, as the same may be amended, supplemented, or restated in accordance with the provisions hereof, from time to time.

"Applicable Law" means, in respect of any Person, property, activities, transaction, or event, all laws (including principles of common law and equity), statutes, by-laws, rules, regulations, codes, treaties, directives, guidelines, and policies (whether or not having the force of law), now or hereafter in effect, of any Governmental Authority having jurisdiction thereon or thereover, and any Orders issued, filed, or imposed by any such Governmental Authority.

[HIVE - Schedule A to GPU Atlantic SPA]

"Books and Records" means all records, documentation, files, correspondence, and other information of any nature and in any form whatsoever (including written, printed, electronic, digital, photographic, or computerized form), other than Corporate Records, relating to the referent Person, its business or assets, including all technical, business, financial, personnel, and accounting records, financial books and records of account, Contracts, books, data, reports, lists, drawings, plans, logs, briefs, Tax Returns, budgets, pricing guidelines, operating data, credit information, Employee and payroll records, software, computer files and programs, retrieval programs, formulae, business reports, registers, operating manuals, research materials, plans and projections, sales and purchase records, customer and supplier lists, and title documents, surveys, and certificates.

"Break Fee" means the fee equal to $100,000 payable pursuant to Section 10.4(b).

"Business" means the business conducted by the Acquired Corporation, being the ownership of cryptocurrency mining equipment and the operation of the Facility.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banks are required to be closed in Toronto, Ontario.

"Closing" has the meaning specified in Section 2.7.

"Closing Date" means March 12, 2021 or such other date as the Parties may agree in writing, provided that the Closing Date may not be later than the Outside Date unless also otherwise agreed to by the Parties in writing.

"Closing Documents" means this Agreement and all other Contracts, releases, certificates, instruments, and documents delivered or given pursuant to this Agreement.

"Confidential Information" has the meaning specified in Section 7.2(a).

"Consent" means any approval, permission, consent, ratification, waiver, exemption, or other authorization.

"Consideration Shares" has the meaning specified in Section 2.1(a).

"Constating Documents" means the articles and certificate(s) of incorporation and the articles and certificate(s) of amendment, amalgamation, arrangement, reorganization, continuance, or revival, as the case may be, of such body corporate or the memorandum of agreement, special act, or statute and any other instrument or constating document by or pursuant to which the body corporate is incorporated or comes into existence, and its by-laws in effect from time to time; and all amendments to or restatements of any of the foregoing.

"Contract" means any agreement, contract, arrangement, understanding, consensual obligation, promise, commitment, engagement, or undertaking, whether written, electronic or oral, express or implied, and whether or not legally binding, including any quotations, orders, proposals, or tenders which remain open for acceptance.

"Corporate Records" means the corporate records of the referent Person, including its Constating Documents, minutes of meetings and resolutions of shareholders and directors (including any committees), its securities register, register of transfers, and register of directors, and the share certificates (or other evidence of ownership interest in the shares issued by it) issued by it since incorporation, whether such certificates are outstanding or cancelled.

[HIVE - Schedule A to GPU Atlantic SPA]

"Designated Person" means a shareholder, director or officer of the referent Person or any other Person for whose conduct the referent Person is or could be held responsible under Applicable Law.

"Discharge" means any emission, discharge, release, deposit, issuance, spray, injection, abandonment, escape, spill, leak, seepage, disposal, burial, dispersal, exhaust, leaching, or migration on or into the Environment, or into or out of any property, or any similar act or event as defined in any Environmental Law.

"Disclosure Obligations" has the meaning specified in Section 12.2.

"Draft Return" has the meaning specified in Section 7.3(a).

"Effective Time" means 12:01 a.m. (Eastern time) on the Closing Date.

"Employee" has the meaning specified in Section 4.17(a).

"Employee Plan" means any plan, Contract, program, policy or practice under which the Acquired Corporation has or could have any liability or contingent liability to make payments or to provide benefits to any of its current or former employees, directors or officers, consultants, or other individuals providing services of a kind normally provided by employees (or any spouses, dependents, survivors or beneficiaries of any such Persons), including any plan, Contract, program, policy or practice relating to retirement savings, retirement allowances, pensions, bonuses, profit sharing, stock purchase, stock option, stock bonus, employee stock ownership, phantom stock, stock appreciation rights, deferred compensation, incentive compensation, life or accident insurance, hospitalization, health, medical or dental treatment or expenses, disability, supplemental unemployment insurance benefits, employee loans, vacation pay, severance or termination pay or change of control, and any other benefit plan of any nature whatsoever, and any trust, escrow, or other Contract related thereto, other than government-sponsored pension, employment insurance, workers compensation or occupational health and safety and health insurance plans.

"Encumbrance" means any charge, condition, equitable interest, lien, option, pledge, hypothec, security interest, security agreement, mortgage, privilege, priority or prior claim; any financing lease, conditional or installment sale or title retention agreement; any right of way, easement, licence, encroachment or servitude; any option, right of pre-emption, first refusal or first offer or other right or restriction of any other Person, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, whether or not subject to registration or constituting a real right or a right in real property; any exception, reservation, restrictive covenant or adverse claim affecting title of a Person to any asset or property; any community or other marital property interest; and any Contract to create any of the foregoing.

"Environment" means all components of the Earth including: (a) water (whether surface water or ground water, and including any drinking water supply and sewer system); (b) air (whether ambient air or the Earth's atmosphere, but excluding the air within any structure or underground space); (c) soil, land surface, and subsurface strata (whether submerged or covered by a structure); (d) organic and inorganic matter; living species and organisms; or (e) a combination of any of the foregoing; and, generally, the ambient milieu in which living species and organisms have dynamic relations.

[HIVE - Schedule A to GPU Atlantic SPA]

"Environmental Law" means all provisions of Applicable Law, as well as all provisions of Contracts with Governmental Authorities, that relate to the Environment, Hazardous Substances or Hazardous Activity, occupational health and safety as it pertains to the Environment, and public health.

"Environmental Permit" means any Permit required under Environmental Law.

"Environmental Proceeding" means any Proceeding relating in any way to or arising under any Environmental Law, including any Proceeding alleging any breach or violation of, non-compliance with, or liability under, any Environmental Law, and any discussion with, review by or appeal to any Governmental Authority relating to any Environmental Law.

"Equity Securities" means, in respect of any Person, any share of the share capital of such Person or other similar security, any right or security convertible into or exchangeable for any such share or security, any option, warrant or other right to purchase or otherwise acquire any such share or security, any security that carries a residual right to participate in the earnings of such Person and, on liquidation or winding up of the Person, in its assets, and includes any right to purchase any of the foregoing.

"Escrow Agent" means HIVE Blockchain Technologies Ltd. and any subsequent escrow agent appointed under the terms of the Escrow Agreement.

"Escrow Agreement" means the escrow agreement entered into on Closing Date between the Purchaser, the Seller and the Escrow Agent pursuant to which the Holdback Shares are held in escrow, a copy of which is attached herein as Schedule C.

"Exercise Period" has the meaning specified in Section 7.7(b).

"Facilities" means the Facility, and any other real or immovable property, and any buildings, plants, structures, machinery and equipment, including vehicles and rolling stock, currently or formerly owned, leased, or otherwise used, occupied, operated, held or controlled by the Acquired Corporation, at any time and from time to time.

"Facility" means the lands and premises located at PID 35367218 in Saint-André, New Brunswick.

"Facility Lease" means the lease between 711632 NB Inc. and the Acquired Corporation dated October 18, 2019, regarding the premises of the Facility.

"Force Majeure" means any strike, labour trouble, inability to obtain third party materials or services, power failure, restrictive governmental laws or regulations, riots, insurrection, sabotage, rebellion, war, act of God, earthquake, fire, flood, storm or other like event, civil or military disturbance, act of terrorism, sabotage, epidemic (including without limitation COVID-19 and the impacts thereof), or disruption or outage of communications, power, or other utility, or any other similar reason, that is beyond the control of the Party asserting it, provided that Force Majeure does not include the inability to obtain funds except pursuant to any of the foregoing.

"GAAP" means generally accepted accounting principles determined with reference to the Handbook of the Canadian Institute of Chartered Accountants or any successor entity thereto applicable to the relevant date or period and applied in a consistent manner from period to period.

"Governmental Authority" means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or of any other political jurisdiction, and any agency, authority, instrumentality, court, board, commission, bureau, arbitrator, arbitration tribunal, or other tribunal, or any quasi-governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation, or taxing power or function of or pertaining to government, and includes any official of any of the foregoing.

[HIVE - Schedule A to GPU Atlantic SPA]

"Hazardous Activity" means the distribution, generation, handling, importing, management, manufacturing, extraction, processing, production, refinement, incineration, presence, Discharge (including a possible or threatened Discharge), storage, transfer, transportation, treatment, or use of any Hazardous Substance, and any other act, business, operation, or activity that endangers, increases the danger to, or poses a risk of harm to the Environment or public health or that is prohibited or regulated by any Environmental Law.

"Hazardous Substance" means: (a) any substance or material that is prohibited, regulated or designated as a pollutant, contaminant, toxic substance, deleterious substance, dangerous good, waste or residual material, hazardous waste or hazardous residual material, hazardous substance, hazardous material, or any other similar designation under any provision of Environmental Law; (b) any petroleum product or by-product and derivatives thereof, including oil and fuel of any kind; (c) any substance or material that is mutagenic; (d) asbestos and any asbestos-containing material, including asbestos-containing vermiculite, chlorinated solvents, polychlorinated biphenyls, lead paint, and urea formaldehyde foam insulation; (e) mold, radon, pyrite, and mercury; (f) any microorganism, sound, vibration, rays, heat, odour or radiation that is likely to alter the quality of the Environment in any way; and (g) any substance or material that is otherwise regulated by Environmental Law.

"Holdback Shares" has the meaning specified in Section 2.3

"Indemnified Person" has the meaning specified in Section 11.6(b).

"Indemnifying Person" has the meaning specified in Section 11.6(b).

"Intellectual Property Rights" means all intellectual property and industrial property and other proprietary rights and interests throughout the world, and all rights, title and interests thereto of every nature, whether registered or unregistered, including patents, copyrights, industrial designs, integrated circuit topographies, mask works, design patents, utility models, trade secrets, or any other statutory provision or common law principle that provides a right in either intellectual property or the expression or use of intellectual property, and including any confidential information, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, inventions, technology, know-how, trademarks, software, computer programs, (including related code), websites, domain names, business names and goodwill, if any, and all rights to apply for, and all applications and registrations for, any of the foregoing, and all continuations, substitutions, confirmations, divisions, reissues, extensions and renewals thereof, and any licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

"ITA" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended, supplemented or re-enacted from time to time.

"Lock-Up Agreement" has the meaning specified in Section 2.8(a)(vii).

"Knowledge" has the meaning specified in Section 1.4.

[HIVE - Schedule A to GPU Atlantic SPA]

"Loss" means any direct cost, loss, liability, obligation, damage, deficiency, expense, fine, or penalty, including reasonable attorneys' fees, expenses, and court costs.

"Major Customers" has the meaning specified in Section 4.20(a).

"Major Suppliers" has the meaning specified in Section 4.20(b).

"Majority Shareholder" has the meaning specified in the recitals to this Agreement

"Material Adverse Change" means, with respect to any Person, any fact, event, change, development, claim, omission or occurrence that, individually or together with any other fact, event, change, development, claim, omission or occurrence, (a) affects such Person or its business, affairs or operations, or any aspect of same, including its condition (financial or otherwise), results of operations, assets, obligations, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), clientele (including a loss of business from an important customer), markets or prospects, in a manner that is materially adverse thereto, or that could be reasonably expected to do so; or (b) would prevent or materially impede or delay the completion of the purchase of any of the Purchased Shares by the Purchaser. Notwithstanding the foregoing, (x) any change resulting solely from industry-wide conditions or general economic conditions affecting the industry in which the business of a Person is conducted shall not constitute a "Material Adverse Change" to the extent that they do not materially disproportionately affect the Person in relation to other Persons in the same business or industry; and (y) a Force Majeure event shall not constitute a "Material Adverse Change".

"Material Terms" has the meaning specified in Section 7.7(a).

"Minority Shareholder" has the meaning specified in the recitals to this Agreement.

"Offer Notice" has the meaning specified in Section 7.7(a).

"Order" means any order, injunction (preliminary or permanent), judgment, notice, directive, decree, award, direction, instruction, assessment, finding or ruling, of any Governmental Authority.

"Ordinary Course of Business" means, when used in relation to the taking of any action or omission by the Acquired Corporation, that the action or omission is consistent in all material respects, in nature, scope and magnitude with the past practices of Acquired Corporation in relation to the business and is taken in the ordinary course of the normal day-to-day operations of the business.

"Outside Date" means the later of: (i) April 16, 2021; and (ii) the date that is two Business Days after the date of receipt of the conditional approval letter of the TSX-V for the acquisition of the Acquired Corporation by the Purchaser, unless otherwise agreed to in writing by the Purchaser and the Seller.

"Parties" means the Seller and the Purchaser; and "Party" means any one of them.

"Permit" means, with respect to any Person, any permit, licence, franchise, registration or other authorization issued, granted, given by, or made applicable under the authority of, a Governmental Authority having jurisdiction over such Person or its property.

"Permitted Encumbrances" means, with respect to the Acquired Corporation or the Facility (as applicable), (a) Encumbrances for Taxes and other governmental charges and assessments (except assessments for public improvements levied, pending, or deferred against the Facility) that are not yet due and payable; (b) Encumbrances of carriers, warehousemen, mechanics, suppliers of materials, workmen, and other like Encumbrances, arising in the ordinary course of business, provided that (i) such Encumbrances have not been filed, recorded, or registered; (ii) notice thereof has not been given to the Acquired Corporation or to the Seller; and (iii) the indebtedness secured thereby is not in arrears; (c) statutory Encumbrances in favour of lessors of property leased to the Acquired Corporation arising in the ordinary course of business for amounts not yet due and payable; and (d) Encumbrances disclosed in the Acquired Corporation Financial Statements; and Encumbrances disclosed in Section 4.13 of the Disclosure Schedule.

[HIVE - Schedule A to GPU Atlantic SPA]

"Permitted Termination Reasons" means the reasons for terminating this Agreement by one of the Parties hereto directly related to: (a) bankruptcy or insolvency of the other Party; (b) any unresolved material litigation issues of the other Party; (c) a material change in ownership structure of the other Party; (d) a material misrepresentation, materially inaccurate representation, or material breach of a warranty made in the Agreement by the other Party; or (e) material judgement against the other Party or seizure of material assets from the other Party.

"Permitted Sale" means (a) a sale or series of sales of Consideration Shares on any particular Business Day made through the facilities of the TSX-V, in an amount of Consideration Shares which does not exceed the lesser of (i) 10% of the aggregate volume of Purchaser Common Shares traded on the TSX-V on such Business Day, and (ii) 10% of the average daily volume of Purchaser Common Shares traded on the TSX-V over the prior five (5) Business Day period, and (b) a transfer or series of transfers of Consideration Shares at any time or times to a shareholder or an Affiliate of the Majority Shareholder or the Minority Shareholder or from the Majority Shareholder to the Minority Shareholder or vice versa, provided that such transferee agrees to be bound by the Permitted Sale obligations herein.

"Person" means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, unlimited liability corporation, trust, unincorporated association, joint venture or any other entity or organization, and includes a Governmental Authority.

"Personal Information" means information about an identifiable individual.

"Proceeding" means any action, claim, suit, litigation, hearing, arbitration, mediation or other proceeding of any nature whatsoever, whether civil, criminal, administrative, judicial or investigative, and whether at law or in equity, and includes, for greater certainty, any investigation, inquiry, assessment, reassessment, or audit by, before or otherwise involving any Governmental Authority.

"Proxy" has the meaning specified in Section 7.5(a).

"Purchase Price" has the meaning specified in Section 2.1.

"Purchased Shares" means the 125 issued and outstanding common shares of the Acquired Corporation, representing all of the issued and outstanding Equity Securities of the Corporation.

"Purchaser" has the meaning specified in the recitals to this Agreement.

"Purchaser Annual Financial Statements" means the audited financial statements of the Purchaser, for the fiscal years ended March 31, 2019 and 2020.

[HIVE - Schedule A to GPU Atlantic SPA]

"Purchaser Financial Statements" means, collectively, the Purchaser Annual Financial Statements and the Purchaser Interim Financial Statements.

"Purchaser Group" has the meaning specified in Section 6.1.

"Purchaser Indemnitees" has the meanings specified in Section 11.2(a).

"Purchaser Interim Financial Statements" means the unaudited internally prepared financial statements of Purchaser for the three and six months ended September 30, 2020 and 2019.

"Purchaser Preferred Shares" has the meaning specified in Section 5.6.

"Purchaser Public Disclosure Records" means all documents filed by or on behalf of the Purchaser on SEDAR since July 31, 2019, and prior to the date hereof that are publicly available on the date hereof.

"Purchaser Common Shares" means common shares in the capital of the Purchaser.

"Representative" of a Person includes any director, officer, employee, agent, consultant, advisor, auditor, accountant, or legal counsel of such Person and any other Person duly authorized by such first referenced Person to represent it.

"ROFR Offer" has the meaning specified in Section 7.7(a).

"Seller" has the meaning specified in the recitals to this Agreement.

"Seller Indemnitees" has the meanings specified in Section 11.3(a).

"Seller's Threshold Amount" has the meaning specified in Section 11.5(a).

"Specified Representations and Warranties" has the meaning specified in Section 11.5(b).

"Subsidiary" means, with respect to any Person (the "Owner"), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation's or other Person's board of directors or similar governing body, or otherwise having the power to direct the management and decisions of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries.

"Tax" or, collectively, "Taxes" includes any taxes, tariffs, duties, fees, premiums, assessments, imposts, levies and other charges or input tax credits of any kind whatsoever imposed or offered by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority in respect thereof, and including those levied on, measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, all licence and registration fees and all employment insurance, health insurance and other government pension plan premiums or contributions.

"Tax Return" means any return, report, election, notice, designation, declaration, information return, or other document filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with any Tax (including, for certainty, any input tax credits), including any schedules or amendments thereto.

[HIVE - Schedule A to GPU Atlantic SPA]

"Third Party" has the meaning specified in Section 11.6(a).

"Third-Party Claim" has the meaning specified in Section 11.6(b). "Third-Party Offer" has the meaning specified in Section 7.7(a). "Third-Party Transaction" has the meaning specified in Section 7.7.

"Transaction" means the purchase by the Purchaser from the Seller of the Purchased Shares and the transactions contemplated by this Agreement.

"TSX-V" means TSX Venture Exchange.

"Unanimous Shareholder Agreement" has the meaning specified in the recitals to this Agreement.

"Voting Trust Period" has the meaning specified in Section 7.5. "Voting Trustee" has the meaning specified in Section 7.5. "Work Commitment" has the meaning specified in Section 2.4.

*	*	*	*	*

[HIVE - Schedule A to GPU Atlantic SPA]

SCHEDULE B

DISCLOSURE SCHEDULE

[HIVE - Schedule A to GPU Atlantic SPA]

Section 4.1(a) - Status and Authority

[HIVE - Schedule A to GPU Atlantic SPA]

Section 4.13(d) - Monies Owing fir Labour, Materials, Work or Services

[HIVE - Schedule A to GPU Atlantic SPA]

Section 4.13 (e) - Factors to Increase Maintenance & Upkeep

None reported.

[HIVE - Schedule A to GPU Atlantic SPA]

Section 4.14 - Undisclosed Liabilities

None reported.

[HIVE - Schedule A to GPU Atlantic SPA]

Section 4.17 (d) - Employee Terminations & Layoffs

None.

Section 4.17 (j) - Equity Incentives

None reported.

[HIVE - Schedule A to GPU Atlantic SPA]

HIVE - Schedule A to GPU Atlantic SPA]

Section 4.21 (b) - Orders

None reported.

[HIVE - Schedule A to GPU Atlantic SPA]

Section 4.24 - Tax Filing Deficiencies

2020 Annual Tax Filing - Acquired - Acquired Corporation - not filed.

[HIVE - Schedule A to GPU Atlantic SPA]

Section 4.21 (b) - Orders

None reported.

[HIVE - Schedule A to GPU Atlantic SPA]

SCHEDULE C

ESCROW AGREEMENT

[HIVE - Schedule A to GPU Atlantic SPA]

SCHEDULE B

VENDOR PAYABLES

SCHEDULE C

TENTATIVE SUBDIVISION PLAN

HIVE Blockchain Technologies Ltd.: Exhibit 99.10 - Filed by newsfilecorp.com

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

November 30, 2021

HIVE Blockchain Announces Closing of $115,023,000 Bought-Deal Private

Placement Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN

THE UNITED STATES.

This news release constitutes a "designated news release" for the purposes of the Company's prospectus

supplement dated February 2, 2021 to its short form base shelf prospectus dated January 27, 2021.

Vancouver, Canada - HIVE Blockchain Technologies Ltd. (TSX.V:HIVE) (Nasdaq:HIVE) (FSE:HBF) (the "Company" or "HIVE") is pleased to announce that it has closed the previously announced bought-deal private placement of 16,670,000 special warrants of the Company (the "Special Warrants") at a price of $6.00 per Special Warrant for aggregate gross proceeds to the Company of $100,020,000 (the "Offering") with Stifel GMP as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters including BMO Capital Markets, Canaccord Genuity Corp. and PI Financial Corp. (collectively, the "Underwriters").

In connection with the closing of the Offering, the Underwriters elected to fully exercise the option granted to them by the Company to increase the size of the Offering by an additional 15% of the Special Warrants sold under the Offering, for an additional 2,500,500 Special Warrants. As a result, the Offering consisted of the sale of an aggregate 19,170,500 Special Warrants for gross proceeds of $115,023,000. The Special Warrants and the underlying Units (defined below) are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.

Each Special Warrant entitles the holder thereof to receive, subject to adjustment in certain circumstances and the Penalty Provision (as defined below), and without payment of additional consideration, one (1) unit of the Company (each a "Unit") upon the exercise or deemed exercise of each Special Warrant. Each Unit consists of one (1) common share of the Company (a "Unit Share") and one-half (0.5) of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $6.00 per Warrant Share for a period of 30 months following the closing of the Offering. The Special Warrants will be exercisable by the holders thereof at any time after the Closing Date for no additional consideration. All unexercised Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of:

(i) the second business day following the date on which the Company files a prospectus supplement after a receipt is issued for an amended and restated (final) short form base shelf prospectus by the British Columbia Securities Commission (the "BCSC"), as principal regulator on behalf of the securities regulatory authorities in each Province of Canada, except Québec, qualifying the distribution of the Unit Shares and Warrants to be issued upon exercise of the Special Warrants (the "Qualification Date"); and

(ii) 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date (the "Qualification Deadline").

In the event the Qualification Date has not occurred on or before January 7, 2022 (the "Penalty Date"), each outstanding Special Warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise of each Special Warrant, for no additional consideration, 1.1 Units (the "Penalty Provision").

The net proceeds of the Offering shall be primarily used to support growth of the Company's business and for working capital requirements and other general corporate purposes.

"We are very pleased that this private placement included both institutions and broad retail distribution with over 100 new shareholders becoming part of our HIVE community," comments Frank Holmes, HIVE's Executive Chairman. "These funds will allow us to HODL our Bitcoin and Ether supply while expanding our production to 3 Exahash in the early part of 2022. Also important was BMO's participation, making it the first major Canadian bank to participate in a crypto data center equity financing."

In connection with the Offering, the Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

Resignation of Director

The Company also announces that Tobias Ebel has resigned as a director of the Company due to other business commitments and time demands. The Company would like to thank Mr. Ebel for his hard work and contributions to the HIVE board.

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.

HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we source only green energy to mine on the cloud and HODL both Ethereum and Bitcoin. Since the beginning of 2021, HIVE has held in secure storage the majority of its ETH and BTC coin mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of cryptocurrencies such as ETH and BTC. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact: Frank Holmes

Tel: (604) 664-1078

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes, but is not limited to, statements with respect to information about the Offering and the use of proceeds, the issuance of a final receipt by the BCSC in connection with the amended and restated (final) short form base shelf prospectus, the filing of the prospectus supplement with the BCSC, potential dilution and application of the Penalty Provision; business goals and objectives of the Company; and other forward-looking information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the volatility of the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory as required, or at all; a material decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; continued effects of the COVID-19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and prevent the Company from carrying out its expansion plans or operating its assets; and other related risks as more fully set out in the registration statement of Company and other documents disclosed under the Company's filings at www.sec.gov/EDGAR and www.sedar.com*.*

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's ability to deploy the proceeds of the Offering to achieve corporate objectives or otherwise advance the progress of the Company, and the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

HIVE Blockchain Technologies Ltd.: Exhibit 99.11 - Filed by newsfilecorp.com

FORM 51-102F3

Material Change Report

Item 1 Name and Address of Company

HIVE Blockchain Technologies Ltd.

855 - 789 Pender Street

Vancouver, BC V6C 1H2

Item 2 Date of Material Change

November 30, 2021.

Item 3 News Release

The press release attached as Schedule "A" was disseminated on November 30, 2021.

Item 4 Summary of Material Change

The material change is described in the press release attached as Schedule "A".

Item 5 Full Description of Material Change

The material change is described in the press release attached as Schedule "A".

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Inquiries in respect of the material change referred to herein may be made to Darcy Daubaras, Chief Financial Officer, T: 604-664-1078

Item 9 Date of Report

November 30, 2021.

Schedule "A"

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

November 30, 2021

HIVE Blockchain Announces Closing of $115,023,000 Bought-Deal Private

Placement Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN

THE UNITED STATES.

This news release constitutes a "designated news release" for the purposes of the Company's prospectus

supplement dated February 2, 2021 to its short form base shelf prospectus dated January 27, 2021.

(ii) 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date (the "Qualification Deadline").

The net proceeds of the Offering shall be primarily used to support growth of the Company's business and for working capital requirements and other general corporate purposes.

In connection with the Offering, the Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering.

Resignation of Director

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.

HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we source only green energy to mine on the cloud and HODL both Ethereum and Bitcoin. Since the beginning of 2021, HIVE has held in secure storage the majority of its ETH and BTC coin mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of cryptocurrencies such as ETH and BTC. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact: Frank Holmes

Tel: (604) 664-1078

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes, but is not limited to, statements with respect to information about the Offering and the use of proceeds, the issuance of a final receipt by the BCSC in connection with the amended and restated (final) short form base shelf prospectus, the filing of the prospectus supplement with the BCSC, potential dilution and application of the Penalty Provision; business goals and objectives of the Company; and other forward-looking information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's ability to deploy the proceeds of the Offering to achieve corporate objectives or otherwise advance the progress of the Company, and the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

HIVE Blockchain Technologies Ltd.: Exhibit 99.12 - Filed by newsfilecorp.com

Form 51-102F3 Material Change Report

Item 1	Name and Address of Company
	HIVE Blockchain Technologies Inc. ("HIVE" or the "Company")
	Suite 855, 789 West Pender Street
	Vancouver, BC V6C 1H2
Item 2	Date of Material Change
	November 30, 2021
Item 3	News Release
	The news release reporting the material change was issued by HIVE and disseminated through a newswire company in Canada on November 30, 2021 and subsequently filed on SEDAR at www.sedar.com.
Item 4	Summary of Material Change
	On November 30, 2021, the Company announced that it has closed the previously announced bought-deal private placement of 16,670,000 special warrants of the Company (the "Special Warrants") at a price of $6.00 per Special Warrant for aggregate gross proceeds to the Company of $100,020,000.
Item 5	Full Description of Material Change
Item 5.1	Full Description of Material Change
	Please see the attached news release dated November 30, 2021.
Item 5.2	Disclosure for Restructuring Transactions
	Not applicable.
Item 6	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable.
Item 7	Omitted Information
	Not applicable.
Item 8	Executive Officer
	Darcy Daubaras Chief Financial Officer
	Telephone: 604-664-1078
Item 9	Date of Report
	November 30, 2021

HIVE BLOCKCHAIN TECHNOLOGIES LTD.

November 30, 2021

HIVE Blockchain Announces Closing of $115,023,000 Bought-Deal Private

Placement Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN

THE UNITED STATES.

This news release constitutes a "designated news release" for the purposes of the Company's prospectus

supplement dated February 2, 2021 to its short form base shelf prospectus dated January 27, 2021.

(ii) 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date (the "Qualification Deadline").

The net proceeds of the Offering shall be primarily used to support growth of the Company's business and for working capital requirements and other general corporate purposes.

In connection with the Offering, the Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering.

Resignation of Director

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.

HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we source only green energy to mine on the cloud and HODL both Ethereum and Bitcoin. Since the beginning of 2021, HIVE has held in secure storage the majority of its ETH and BTC coin mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of cryptocurrencies such as ETH and BTC. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact: Frank Holmes

Tel: (604) 664-1078

Forward-Looking Information

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes, but is not limited to, statements with respect to information about the Offering and the use of proceeds, the issuance of a final receipt by the BCSC in connection with the amended and restated (final) short form base shelf prospectus, the filing of the prospectus supplement with the BCSC, potential dilution and application of the Penalty Provision; business goals and objectives of the Company; and other forward-looking information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.

HIVE Blockchain Technologies Ltd.: Exhibit 99.13 - Filed by newsfilecorp.com

HIVE Announces Investment in Titan, Leading Blockchain Software Company

Vancouver, British Columbia--(Newsfile Corp. - December 1, 2021) - HIVE Blockchain Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (FSE: HBF) (the "Company" or "HIVE") is pleased to announce its investment in Titan.IO, Inc. ("Titan"), a cutting-edge blockchain software company and the creator of Lumerin, a next generation decentralized mining marketplace where hashpower can be bought and sold using tokens.

Today Titan offers software which helps Bitcoin miners increase their efficiency and scalability at a flat, low cost. It also operates the Titan Mining Pool, which recently surpassed 3 Exahash of Bitcoin mining capacity.

Titan has also announced a disruptive decentralized hashpower routing protocol named Lumerin. The open source Lumerin Protocol is a peer-to-peer solution that enables the exchange of hashpower through smart contracts, making crypto mining hashpower tradable and liquid.

The Lumerin Protocol will allow companies and individuals to buy, sell, and deliver hashpower, achieving decentralization through free market dynamics. Furthermore, the Lumerin Protocol will make Bitcoin hashpower a tradable, liquid financial asset, unlocking mining profitability and providing greater access to capital and hedging strategies.

The investment in Titan has been structured as a share exchange where HIVE will issue to Titan securities consisting of shares and warrants having a value of USD $5 million at CAD $6/share, the same terms as the recently-announced private placement. Titan will issue to HIVE common shares in an amount representing 10% of the outstanding equity of Titan. The transaction is pending TSX Venture Exchange approval.

Other investors in Titan include Coinbase Ventures and Fenbushi Capital.

HIVE's investment in Titan will mark the Company's fourth equity investment of the year. Previous investments include DeFi Technologies, Network Media Group, and a seed investment in Tokens.com.

HIVE Executive Chairman Frank Holmes strongly endorses the Titan team, stating: "We're backing an extremely strong technological team at Titan, led by expert 15-year veteran software coder CEO Ryan Condron. We were also impressed by Matthew Roszak, co-founder and chairman of Bloq, a leading enterprise software blockchain company. And co-founder Jeff Garzik was an early Bitcoin core developer. HIVE wants to participate in growth in the blockchain ecosystem such as mining software, transparent pools and innovative new tokens, and this is another strategic way to do that. We look forward to working with Titan to capture new opportunities as Bitcoin mining power shifts from China to North America."

Ryan Condron, Titan's CEO and Co-Founder, echoed Frank's sentiment. "We're very excited to be partnering with HIVE. We founded Titan in order to maximize the optimization and decentralization of mining at any scale. In that journey, we have greatly appreciated HIVE's expertise and leadership in the mining space. We look forward to working with them to maximize mining efficiency and transform hashpower into a global tradeable commodity using the Lumerin Protocol."

About HIVE Blockchain Technologies Ltd.

HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a 100% green energy focus and an ESG strategy.

HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we source only green energy to mine on the cloud and HOLD both Ethereum and Bitcoin. Since the beginning of 2021, HIVE has held in secure storage the majority of its ETH and BTC coin mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of cryptocurrencies such as ETH and BTC. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space. HIVE traded over 2 billion shares in 2020.

We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.

For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.

On Behalf of HIVE Blockchain Technologies Ltd.

"Frank Holmes"

Executive Chairman

For further information please contact:

Frank Holmes

Tel: (604) 664-1078

About Titan

Titan provides powerful software and services for crypto mining at scale and now offers the first enterprise-grade mining pool. The Lumerin Protocol is a peer-to-peer solution that makes Bitcoin hashpower a tradable, liquid financial asset, unlocking mining profitability and providing greater access to capital. Titan was founded in September 2018 by Ryan Condron, Jeff Garzik, and Matthew Roszak. For more information, please visit Titan.io and Lumerin.io and follow us on Twitter at @Titan_Mining.

For further information please contact:

Lewis Farrell

lewis@titan.io

(650) 485-9912

Forward-Looking Information

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, if the strategic investment with Titan.io is not as successful as the Company hopes that it will be; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; and other related risks as more fully set out in the Filing Statement of the Company dated and other documents disclosed under the Company's filings at www.sedar.com*.*

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/106062

HIVE Digital Technologies Ltd 6-K, filed Dec 3, 2021

About this 6-K

855 - 789 Pender Street