HIVE Digital Technologies Ltd F-3ASR, filed Nov 20, 2025

HIVE Digital Technologies Ltd. (HIVE)

F-3ASR 2025-11-20

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Added on October 17, 2026

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British Columbia		Not Applicable
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification Number)

TABLE OF CONTENTS	v
ABOUT THIS PROSPECTUS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
RISK FACTORS	12
DOCUMENTS INCORPORATED BY REFERENCE	13
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION	15
THE COMPANY	15
CAPITALIZATION AND INDEBTEDNESS	19
USE OF PROCEEDS	20
CONSOLIDATED CAPITALIZATION	20
PRIOR SALES	20
EARNINGS COVERAGE	20
DESCRIPTION OF SHARE CAPITAL	21
DESCRIPTION OF DEBT SECURITIES	34
DESCRIPTION OF WARRANTS	39
DESCRIPTION OF UNITS	41
DESCRIPTION OF SUBSCRIPTION RECEIPTS	42
DESCRIPTION OF SHARE PURCHASE CONTRACTS	45
SELLING SECURITYHOLDERS	45
PLAN OF DISTRIBUTION	45
CERTAIN INCOME TAX CONSIDERATIONS	46
LEGAL MATTERS	47
EXPERTS	47
TRANSFER AGENT AND REGISTRAR	47
EXPENSES	48

	Three months ended September 30, 2025	Three months ended September 30, 2024	Year ended March 31, 2025	Year ended March 31, 2024
	(expressed in Canadian dollars)
High	1.3941	1.3858	1.4603	1.3875
Low	1.3575	1.3460	1.3460	1.3128
Average	1.3773	1.3641	1.3913	1.3487
Closing	1.3921	1.3499	1.4376	1.3550

Name	Jurisdiction	Assets Held
HIVE Blockchain Switzerland AG	Switzerland	Cryptocurrency inventory
HIVE Digital Data Ltd.	Bermuda	Cryptocurrency inventory
Bikupa Datacenter AB	Sweden	Computer equipment
Bikupa Datacenter 2 AB	Sweden	Computer equipment
Bikupa Real Estate AB	Sweden	Real estate
W3X S.A.	Paraguay	Substation, land, buildings, and computer equipment

Name	Jurisdiction	Assets Held
ZUNZ S.A.	Paraguay	Substation, land, buildings, and computer equipment
9376-9974 Québec Inc.	Québec	Computer equipment
HIVE Atlantic Datacentres Ltd.	New Brunswick	50 MW substation, 30 MW substation, land, buildings, and computer equipment
BUZZ Performance Computing Ltd.	Bermuda	High performance computing ("HPC") software products
HIVE Performance Cloud Inc.	Quebec	Computer equipment

Site	Location	Installed Mining Hashpower⁽²⁾
Lachute Facility	Québec, Canada	1,393 PH/s
Sweden (Boden) Facility	Boden, Sweden	1,476 PH/s
Sweden (Boden) Facility 2	Boden, Sweden	294 PH/s
Sweden (Robertsfors) Facility	Robertsfors, Sweden	72 PH/s
Sweden (Notviken) Facility	Lulea, Sweden	45 PH/s
New Brunswick Facility	New Brunswick, Canada	3,160 PH/s⁽¹⁾
Montreal Facility	Québec, Canada	N/A
Valenzuela Facility	Valenzuela, Paraguay	3,419 PH/s
Yguazu Facility	Yguazu, Paraguay	11,481 PH/s
Stockholm Facility	Stockholm, Sweden	N/A
Montreal Facility 2	Lévis, Quebec	N/A
Toronto Facility	Toronto, Ontario	92 PH/s

(1)	The figure includes 179 PH/s of BTC equivalent hashrate from ASICs mining on the SCRYPT algorithm.
(2)	The figures provided in this table are approximations, and the actual computational power in use varies due to several factors, including the underlying prices of cryptocurrencies, demand for services, prices of power, replacement, relocation, or retirement of Miners, etc.

Approval of Business Combinations; Fundamental Changes

Delaware	British Columbia

Under the Delaware General Corporation Law (the "DGCL"), certain fundamental changes such as amendments to the certificate of incorporation, a merger, consolidation, sale, lease, exchange or other disposition of all or substantially all of the property of a corporation not in the usual and regular course of the corporation's business, or a dissolution of the corporation, are generally required to be approved by the holders of a majority of the outstanding stock entitled to vote on the matter, unless the certificate of incorporation requires a higher percentage. Under Delaware corporate law (the DGCL), a merger generally does not need stockholder approval if the company issues less than 20% new stock as part of the deal. In some circumstances, a certain number of holders of specific classes of or series of shares may be required to approve the transaction. Also, under Section 251(h) of the DGCL, stockholder approval of a constituent corporation is not required if: The merger agreement specifically says it will use Section 251(h) and will close right after a tender or exchange offer; The acquiring company completes a tender or exchange offer to buy all the shares that would otherwise vote on the merger; After that offer, the buyer owns enough shares (through purchases and previously owned stock) to meet the voting threshold that would have been required to approve the merger; The buyer then merges directly with the target company; and The remaining shares are converted into the same kind of payment or consideration that was offered in the tender or exchange offer. The DGCL does not contain a procedure comparable to a plan of arrangement under BCBCA.	Under the British Columbia Business Corporations Act (the "BCBCA"), certain changes to our authorized share structure and the change of our name may be approved by a resolution of the directors of our company. Under the BCBCA, certain extraordinary company alterations, such as to continuances, into or out of province, certain amalgamations, sales, leases or other dispositions of all or substantially all of the undertaking of a company (other than in the ordinary course of business), liquidations, dissolutions, and certain arrangements are required to be approved by ordinary or special resolution as applicable. An ordinary resolution is a resolution (i) passed at a shareholders' meeting by a simple majority, or (ii) passed, after being submitted to all of the shareholders, by being consented to in writing by shareholders who, in the aggregate, hold shares carrying at least two-thirds of the votes entitled to be cast on the resolution. A special resolution is a resolution (i) passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution at a meeting duly called and held for that purpose or (ii) passed by being consented to in writing by all shareholders entitled to vote on the resolution. Holders common shares vote together at all meetings of shareholders except meetings at which only holders of a particular class are entitled to vote. Under the BCBCA, an action that prejudices or interferes with a right or special right attached to issued shares of a class or series of shares must be approved by a special separate resolution of the holders of the class or series of shares being affected.


	Subject to applicable securities laws, which may impose certain "Issuer bid" or tender offer requirements, under the BCBCA, arrangements with shareholders, creditors and other persons are permitted and a company may make any proposal it considers appropriate "despite any other provision" of the BCBCA. In general, a plan of arrangement is approved by a company's board of directors and then submitted to a court for approval. It is customary and, at times, required, for a company in such circumstances to apply to a court initially for an interim order governing various procedural matters prior to calling any security holder meeting to consider the proposed arrangement. Plans of arrangement involving shareholders must be approved by a special resolution of shareholders, including holders of shares not normally entitled to vote. The court may, in respect of an arrangement proposed with persons other than shareholders and creditors, require that those persons approve the arrangement in the manner and to the extent required by the court. The court determines, among other things, to whom notice shall be given and whether, and in what manner, approval of any person is to be obtained and also determines whether any shareholders may dissent from the proposed arrangement and receive payment of the fair value of their shares. Following compliance with the procedural steps contemplated in any such interim order (including as to obtaining security holder approval), the court would conduct a final hearing, which would, among other things, assess the fairness of the arrangement and approve or reject the proposed arrangement. The BCBCA does not contain a provision comparable to Section 251(h) of the DGCL.

Special Vote Required for Combinations with Interested Stockholders

Delaware	British Columbia

Section 203 of the DGCL provides (in general) that a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder. The prohibition on business combinations with interested stockholders does not apply in some cases, including if: (i) the board of directors of the corporation, prior to the time of the transaction in which the person became an interested stockholder, approves (a) the business combination or (b) the transaction in which the stockholder becomes an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or (iii) the board of directors and the holders of at least two-thirds of the outstanding voting stock not owned by the interested stockholder approve the business combination on or after the time of the transaction in which the person became an interested stockholder. For the purpose of Section 203, the DGCL, subject to specified exceptions, generally defines an interested stockholder to include any person who, together with that person's affiliates or associates, (i) owns 15% or more of the outstanding voting stock of the corporation (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or (ii) is an affiliate or associate of the corporation and owned 15% or more of the outstanding voting stock of the corporation at any time within the previous three years.	The BCBCA does not contain a provision comparable to Section 203 of the DGCL with respect to business combinations.

Appraisal Rights; Rights to Dissent

Delaware	British Columbia

Under the DGCL, a stockholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction. For example, a stockholder is entitled to appraisal rights in the case of a merger or consolidation if the shareholder is required to accept in exchange for the shares anything other than: (i) shares of stock of the corporation surviving or resulting from the merger or consolidation, or depository receipts in respect thereof; (ii) shares of any other corporation, or depository receipts in respect thereof, that on the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 shareholders; (iii) cash instead of fractional shares of the corporation or fractional depository receipts of the corporation; or (iv) any combination of the shares of stock, depository receipts and cash instead of the fractional shares or fractional depository receipts.	The BCBCA provides that shareholders of a company are entitled to exercise dissent rights in respect of certain matters and to be paid the fair value of their shares in connection therewith. The dissent right is applicable where the company resolves to (i) alter its articles to alter the restrictions on the powers of the company or on the business it is permitted to carry on; (ii) approve certain amalgamations; (iii) approve an arrangement, where the terms of the arrangement or court orders relating thereto permit dissent; (iv) sell, lease or otherwise dispose of all or substantially all of its undertaking; or (v) continue the company into another jurisdiction. Dissent may also be permitted if authorized by resolution. A court may also make an order permitting a shareholder to dissent in certain circumstances.

Compulsory Acquisition

Delaware	British Columbia

Under the DGCL, mergers in which one corporation owns 90% or more of each class of stock of a second corporation may be completed without the vote of the second corporation's board of directors or shareholders.	The BCBCA provides that if, within 4 months after the making of an offer to acquire shares, or any class of shares, of a company, the offer is accepted by the holders of not less than 90% of the shares (other than the shares held by the offeror or an affiliate of the offeror) of any class of shares to which the offer relates, the offeror is entitled, upon giving proper notice within 5 months after the date of the offer, to acquire (on the same terms on which the offeror acquired shares from those holders of shares who accepted the offer) the shares held by those holders of shares of that class who did not accept the offer. Offerees may apply to the court, within 2 months of receiving notice, and the court may set a different price or terms of payment and may make any consequential orders or directions as it considers appropriate.

Stockholder Consent to Action Without Meeting

Delaware	British Columbia

Under the DGCL, unless otherwise provided in the certificate of incorporation, any action that can be taken at a meeting of the stockholders may be taken without a meeting if written consent to the action is signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take the action at a meeting of the stockholders. Shareholders not participating in such written consent must be given notice of the action taken by written consent.	Although it is not customary for public companies to do so, under the BCBCA, shareholder action without a meeting may be taken by a consent resolution of shareholders provided that it satisfies the thresholds for approval in a company's articles, the BCBCA and the regulations thereunder. A consent resolution is as valid and effective as if it was a resolution passed at a meeting of shareholders.

Special Meeting of Stockholders

Delaware	British Columbia

Under the DGCL, a special meeting of shareholders may be called by the board of directors or by such persons authorized in the certificate of incorporation or the bylaws.	Under the BCBCA, the holders of not less than 5% of the issued shares of a company that carry the right to vote at a general meeting may requisition that the directors call a meeting of shareholders for the purpose of transacting any business that may be transacted at a general meeting. Upon receiving a requisition that complies with the technical requirements set out in the BCBCA, the directors must, subject to certain limited exceptions, call a meeting of shareholders to be held not more than 4 months after receiving the requisition. If the directors do not call such a meeting within 21 days after receiving the requisition, the requisitioning shareholders or any of them holding in aggregate not less than 2.5% of the issued shares of the company that carry the right to vote at general meetings may call the meeting.

Distributions and Dividends; Repurchases and Redemptions

Delaware	British Columbia

Under the DGCL, subject to any restrictions contained in the certificate of incorporation, a corporation may pay dividends out of capital surplus or, if there is no surplus, out of net profits for the current and/or the preceding fiscal year in which the dividend is declared, as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by issued and outstanding shares having a preference upon the distribution of assets. Surplus is defined in the DGCL as the excess of the net assets over capital, as such capital may be adjusted by the board. A Delaware corporation may purchase or redeem shares of any class except when its capital is impaired or would be impaired by the purchase or redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.	Under the BCBCA, a company may pay a dividend in money or other property unless there are reasonable grounds for believing that the company is insolvent, or the payment of the dividend would render the company insolvent. The BCBCA provides that no special rights or restrictions attached to a series of any class of shares confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class. Under the BCBCA, the purchase or other acquisition by a company of its shares is generally subject to solvency tests similar to those applicable to the payment of dividends (as set out above). Under the BCBCA, subject to solvency tests similar to those applicable to the payment of dividends (as set out above), a company may redeem, on the terms and in the manner provided in its articles, any of its shares that has a right of redemption attached to it.

Board Vacancies

Delaware	British Columbia

Under the DGCL, a vacancy or a newly created directorship may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, unless otherwise provided in the certificate of incorporation or bylaws. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires.	Under the BCBCA, a vacancy among the directors created by the removal of a director may be filled by the shareholders at the meeting at which the director is removed or, if not filled by the shareholders at such meeting, by the shareholders or by the remaining directors. In the case of a casual vacancy, the remaining directors may fill the vacancy. Under the BCBCA, directors may increase the size of the board of directors by one third of the number of current directors. Under the BCBCA and our articles, if as a result of one or more vacancies, the number of directors in office falls below the number required for a quorum, the remaining directors may appoint as directors the number of individuals that, when added to the number of remaining directors, will constitute a quorum and/or call a shareholders' meeting to fill any or all vacancies among directors and to conduct such other business that may be dealt with at that meeting, but must not take any other action until a quorum is obtained.

The DGCL does not have residency requirements, but a corporation may prescribe qualifications for directors under its certificate of incorporation or bylaws.	The BCBCA does not place any residency restrictions on the boards of directors.

Removal of Directors

Delaware	British Columbia

Under the DGCL, except in the case of a corporation with a classified board or with cumulative voting, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.	The Company’s articles allow for the removal of a director by special resolution of the shareholders.

Inspection of Books and Records

Delaware	British Columbia

Under the DGCL, any holder of record of stock or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may inspect the corporation's books and records for a proper purpose.	Under the BCBCA, directors and shareholders may, without charge, inspect certain of the records of a company. Former shareholders, to the extent permitted under our articles, and former directors may also inspect certain of the records, free of charge, but only those records pertaining to the times that they were shareholders or directors. Public companies must allow all persons to inspect certain records of the company free of charge.

Amendment of Governing Documents

Delaware	British Columbia

Under the DGCL, a certificate of incorporation may be amended if: (i) the board of directors adopts a resolution setting forth the proposed amendment, declares the advisability of the amendment and directs that it be submitted to a vote at a meeting of shareholders; provided that unless required by the certificate of incorporation, no meeting or vote is required to adopt an amendment for certain specified changes; and (ii) the holders of a majority of shares of stock entitled to vote on the matter approve the amendment, unless the certificate of incorporation requires the vote of a greater number of shares. If a class vote on the amendment is required by the DGCL, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the DGCL. Under the DGCL, the board of directors may amend a corporation's bylaws if so authorized in the certificate of incorporation. The shareholders of a Delaware corporation also have the power to amend bylaws.	Under the BCBCA, a company may amend its articles or notice of articles by (i) the type of resolution specified in the BCBCA, (ii) if the BCBCA does not specify a type of resolution, then by the type specified in the company's articles, or (iii) if the company's articles do not specify a type of resolution, then by special resolution. The BCBCA permits many substantive changes to a company's articles (such as a change in the company's authorized share structure or a change in the special rights or restrictions that may be attached to a certain class or series of shares) to be changed by the resolution specified in that company's articles. If a right or special right attached to a class or series of shares would be prejudiced or interfered with by an alteration to our share structure approved by the board, the BCBCA requires that holders of such class or series of shares must approve the alteration by a special separate resolution of those shareholders.

Indemnification of Directors and Officers

Delaware	British Columbia

Under the DGCL, subject to specified limitations in the case of derivative suits brought by a corporation's stockholders in its name, a corporation may indemnify any person who is made a party to any action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, provided that there is a determination that: (i) the individual acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; and (ii) in a criminal action or proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful. Without court approval, however, no indemnification may be made in respect of any derivative action in which an individual is adjudged liable to the corporation, except to the extent the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity. The DGCL requires indemnification of directors and officers for expenses (including attorneys' fees) actually and reasonably relating to a successful defense on the merits or otherwise of a derivative or third-party action. Under the DGCL, a corporation may advance expenses relating to the defense of any proceeding to directors and officers upon the receipt of an undertaking by or on behalf of the individual to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified.	Under the BCBCA, a company may indemnify: (i) a current or former director or officer of that company; or (ii) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if such individual held such office at the company's request, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment actually and reasonably incurred by him or her in respect of any legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved because of that person's position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding, the individual did not have reasonable grounds for believing that the individual's conduct was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles. In addition, a company must not indemnify an indemnifiable person in proceedings brought against the indemnifiable person by or on behalf of the company or an associated company. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced. Subject to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. On application from us or from an indemnifiable person, a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement.

Limited Liability of Directors

Delaware	British Columbia

The DGCL permits the adoption of a provision in a corporation's certificate of incorporation limiting or eliminating the monetary liability of a director to a corporation or its shareholders by reason of a director's breach of the fiduciary duty of care. The DGCL does not permit any limitation of the liability of a director for: (i) breaching the duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith; (iii) engaging in intentional misconduct or a known violation of law; (iv) obtaining an improper personal benefit from the corporation; or (v) paying a dividend or approving a stock repurchase that was illegal under applicable law.	Under the BCBCA, a director or officer of a company must (i) act honestly and in good faith with a view to the best interests of the company; (ii) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances; (iii) act in accordance with the BCBCA and the regulations thereunder; and (iv) subject to (i) to (iii), act in accordance with the articles of the company. These statutory duties are in addition to duties under common law and equity.

	No provision in a contract or the articles of a company may relieve a director or officer of a company from the above duties. Under the BCBCA, a director is not liable for certain acts if the director has otherwise complied with his or her duties and relied, in good faith, on (i) financial statements of the company represented to the director by an officer of the company or in a written report of the auditor of the company to fairly reflect the financial position of the company, (ii) a written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person, (iii) a statement of fact represented to the director by an officer of the company to be correct, or (iv) any record, information or representation that the court considers provides reasonable grounds for the actions of the director, whether or not that record was forged, fraudulently made or inaccurate or that information or representation was fraudulently made or inaccurate. Further, a director is not liable if the director did not know and could not reasonably have known that the act done by the director or authorized by the resolution voted for or consented to by the director was contrary to the BCBCA.

Stockholder Lawsuits

Delaware	British Columbia

Under the DGCL, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation; provided, however, that under Delaware case law, the plaintiff generally must be a stockholder not only at the time of the transaction which the subject of the suit, but through the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated stockholders where the requirements for maintaining a class action have been met.	Under the BCBCA, a shareholder (including a beneficial shareholder) or director of a company and any person who, in the discretion of the court, is an appropriate person to make an application to court to prosecute or defend an action on behalf of a company (a derivative action) may, with judicial leave: (i) bring an action in the name and on behalf of the company to enforce a right, duty or obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such right, duty or obligation or (ii) defend, in the name and on behalf of the company, a legal proceeding brought against the company. Under the BCBCA, the court may grant leave if: (i) the complainant has made reasonable efforts to cause the directors of the company to prosecute or defend the action; (ii) notice of the application for leave has been given to the company and any other person that the court may order; (iii) the complainant is acting in good faith; and (iv) it appears to the court to be in the interests of the company for the action to be prosecuted or defended. Under the BCBCA, upon the final disposition of a derivative action, the court may make any order it determines to be appropriate. In addition, under the BCBCA, a court may order a company to pay the complainant's interim costs, including legal fees and disbursements. However, the complainant may be held accountable for the costs on final disposition of the action.

Expenses		Estimated Amount
SEC registration fee	$	*
Printing expenses		**
Legal fees and expenses		**
Accounting fees and expenses		**
Miscellaneous costs		**
Total

	HIVE DIGITAL TECHNOLOGIES LTD.

	By:	/s/ Aydin Kilic
	Name:	Aydin Kilic
	Title:	President & CEO

	Signature		Title

	/s/ Frank Holmes		Director & Executive Chairman
	Frank Holmes

	/s/ Aydin Kilic		President & CEO
	Aydin Kilic		(Principal Executive Officer)

	/s/ Darcy Daubaras		Chief Financial Officer
	Darcy Daubaras		(Principal Financial Officer)

	/s/ Dave Perrill		Director
	Dave Perrill

	/s/ Susan McGee
	Susan McGee		Director

	/s/ Marcus New
	Marcus New		Director

	COGENCY GLOBAL INC.
	as authorized representative for
	HIVE DIGITAL TECHNOLOGIES LTD.

	By:/s/	/s/ Colleen A. De Vries
		Name: Colleen A. De Vries
		Title: Sr. Vice President on behalf of Cogency Global Inc.

Oppression Remedy

Delaware	British Columbia

Although the DGCL imposes upon directors and officers fiduciary duties of loyalty (i.e., a duty to act in a manner believed to be in the best interest of the corporation and its stockholders) and care, there is no remedy under the DGCL that is comparable to the BCBCA's oppression remedy.	The BCBCA's oppression remedy enables a court to make an order (interim or final) to rectify the matters complained of if the court is satisfied upon application by a shareholder (as defined below) that the affairs of the company are being conducted or that the powers of the directors are being or have been exercised in a manner that is oppressive, or that some action of the company or shareholders has been or is threatened to be taken which is unfairly prejudicial, in each case to one or more shareholders. The application must be brought in a timely manner. A "shareholder" for the purposes of the oppression remedy includes legal and beneficial owners of shares as well as any other person whom the court considers appropriate. The oppression remedy provides the court with extremely broad and flexible jurisdiction to intervene in corporate affairs to protect shareholders.

Blank Check Preferred Stock/Shares

Delaware	British Columbia

Under the DGCL, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares. In addition, the DGCL does not prohibit a corporation from adopting a shareholder rights plan, or "poison pill," which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.	Under the BCBCA, once a class of preferred shares has been created, the board of directors may be authorized, without shareholder approval, but subject to the provisions of the articles and BCBCA, to determine the maximum number of shares of each series, create an identifying name for each series and attach such special rights or restrictions, including dividend, liquidation and voting rights, as our board of directors may determine, and such special rights or restrictions, including dividend, liquidation and voting rights, may be superior to those of the common shares. Under the BCBCA, each share of a series of shares must have the same special rights or restrictions as are attached to every other share of that series of shares. In addition, the special rights or restrictions attached to shares of a series of shares must be consistent with the special rights or restrictions attached to the class of shares of which the series of shares is part. The BCBCA does not prohibit a corporation from adopting a shareholder rights plan, or "poison pill," which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.

Advance Notification Requirements for Proposals of Stockholders

Delaware	British Columbia

Delaware corporations typically have provisions in their bylaws that require a stockholder proposing a nominee for election to the board of directors or other proposals at an annual or special meeting of the stockholders to provide notice of any such proposals to the secretary of the corporation in advance of the meeting for any such proposal to be brought before the meeting of the stockholders. In addition, advance notice bylaws frequently require the stockholder nominating a person for election to the board of directors to provide information about the nominee, such as his or her age, address, employment and beneficial ownership of shares of the corporation's capital stock. The stockholder may also be required to disclose, among other things, his or her name, share ownership and agreement, arrangement or understanding with respect to such nomination. For other proposals, the proposing stockholder is often required by the bylaws to provide a description of the proposal and any other information relating to such stockholder or beneficial owner, if any, on whose behalf that proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for the proposal and pursuant to and in accordance with the Exchange Act and the rules and regulations promulgated thereunder.	Under the BCBCA, qualified shareholders holding at least one percent (1%) of our issued voting shares or whose shares have a fair market value in excess of CAD$2,000 in the aggregate may make proposals for matters to be considered at the annual general meeting of shareholders. Such proposals must be sent to us in advance of any proposed meeting by delivering a timely written notice in proper form to our registered office in accordance with the requirements of the BCBCA. The notice must include information on the business the shareholder intends to bring before the meeting in the prescribed form. To be a qualified shareholder, a shareholder must currently be and have been a registered or beneficial owner of at least one share of the company for at least two years before the date of signing the proposal. If the proposal and a written statement in support of the proposal (if any) are submitted at least three months before the anniversary date of the previous annual meeting and the proposal and written statement (if any) meet other specified requirements, then the company must either set out the proposal, including the names and mailing addresses of the submitting person and supporters and the written statement (if any), in the proxy circular of the company or attach the proposal and written statement thereto. In certain circumstances, the company may refuse to process a proposal. We have included Advance Notice Provisions (as defined in the "Description of Share Capital" section above) in our articles. Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods.

	·	at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

	and including, subject to certain limited exceptions, the heirs and personal or other legal representatives of that individual (collectively, an "eligible party"), against all eligible penalties to which the eligible party is or may be liable; and

EXHIBIT NO.		DESCRIPTION

3.1		Notice of Articles and Articles of the Registrant
4.1^†		Form of Warrant
4.2^†		Form of Subscription Rights Agreement
4.3^†		Form of Unit Purchase Agreement
4.4		Form of Indenture
4.5^†		Form of Share Purchase Contract
5.1		Opinion of MLT Aikins LLP, Canadian counsel to the Registrant
5.2		Opinion of Kavinoky Cook LLP, U.S. counsel to the Registrant
23.1		Consent of Davidson & Company LLP, independent registered public accounting form
23.2		Consent of MLT Aikins LLP, Canadian counsel to the Registrant (included in Exhibit 5.1)
23.3		Consent of Kavinoky Cook LLP, U.S. counsel to the Registrant (included in Exhibit 5.2)
24.1		Powers of Attorney (included on signature page to the Registration Statement)
25.1^†		Statement of Eligibility on Form T-1
107		Filing fee table

1.	INTERPRETATION		1
	1.1	Definitions	1
	1.2	Business Corporations Act and Interpretation Act Definitions Applicable	1
	1.3	Conflicts Between Articles and the Business Corporations Act	1
2.	SHARES AND SHARE CERTIFICATES		1
	2.1	Authorized Share Structure	1
	2.2	Form of Share Certificate	3
	2.3	Shareholder Entitled to Share Certificate or Acknowledgement	3
	2.4	Delivery by Mail	3
	2.5	Replacement of Worn Out or Defaced Share Certificate or Acknowledgement	3
	2.6	Replacement of Lost, Stolen or Destroyed Share Certificate or Acknowledgement	4
	2.7	Splitting Share Certificates	4
	2.8	Share Certificate Fee	4
	2.9	Recognition of Trusts	4
3.	ISSUE OF SHARES		4
	3.1	Directors Authorized	4
	3.2	Commissions and Discounts	4
	3.3	Brokerage	5
	3.4	Conditions of Issue	5
	3.5	Share Purchase Warrants and Rights	5
4.	SECURITIES REGISTERS		5
	4.1	Central Securities Register	5
	4.2	Closing Register	5
5.	SHARE TRANSFERS		5
	5.1	Registering Transfers	5
	5.2	Transferor Remains Shareholder	6
	5.3	Signing of Instrument of Transfer	6
	5.4	Enquiry as to Title Not Required	6
	5.5	Transfer Fee	6
6.	TRANSMISSION OF SHARES		6
	6.1	Legal Personal Representative Recognized on Death	6
	6.2	Rights of Legal Personal Representative	6
7.	PURCHASE OR REDEMPTION OF SHARES		7
	7.1	Company Authorized to Purchase or Redeem Shares	7
	7.2	Purchase or Redemption When Insolvent	7
	7.3	Sale and Voting of Purchased Shares	7
8.	BORROWING POWERS		7
9.	ALTERATIONS		7
	9.1	Alteration of Authorized Share Structure	7
	9.2	Change of Name	8
	9.3	Other Alterations	8
10.	MEETINGS OF SHAREHOLDERS		8
	10.1	Annual General Meetings	8
	10.2	Resolution Instead of Annual General Meeting	8
	10.3	Calling of Meetings of Shareholders	8
	10.4	Location of Meeting	9

	10.5	Notice for Meetings of Shareholders	9
	10.6	Record Date for Notice	9
	10.7	Record Date for Voting	9
	10.8	Class Meetings and Series Meetings of Shareholders	9
	10.9	Failure to Give Notice and Waiver of Notice	9
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS		10
	11.1	Special Business	10
	11.2	Special Majority	10
	11.3	Quorum	10
	11.4	One Shareholder May Constitute Quorum	10
	11.5	Other Persons May Attend	10
	11.6	Requirement of Quorum	11
	11.7	Lack of Quorum	11
	11.8	Lack of Quorum at Succeeding Meeting	11
	11.9	Chair	11
	11.10	Selection of Alternate Chair	11
	11.11	Adjournments	11
	11.12	Notice of Adjourned Meeting	12
	11.13	Decisions by Show of Hands or Poll	12
	11.14	Declaration of Result	12
	11.15	Motion Need Not be Seconded	12
	11.16	Casting Vote	12
	11.17	Manner of Taking Poll	12
	11.18	Demand for Poll on Adjournment	12
	11.19	Chair Must Resolve Dispute	13
	11.20	Casting of Votes	13
	11.21	Demand for Poll	13
	11.22	Demand for Poll Not to Prevent Continuance of Meeting	13
	11.23	Retention of Ballots and Proxies	13
12.	VOTES OF SHAREHOLDERS		13
	12.1	Number of Votes by Shareholder or by Shares	13
	12.2	Votes of Persons in Representative Capacity	13
	12.3	Votes by Joint Holders	13
	12.4	Legal Personal Representatives as Joint Shareholders	14
	12.5	Representative of a Corporate Shareholder	14
	12.6	Proxy Provisions Do Not Apply to All Companies	14
	12.7	Appointment of Proxy Holders	14
	12.8	Alternate Proxy Holders	14
	12.9	Form of Proxy	15
	12.10	Deposit of Proxy	15
	12.11	Revocation of Proxy	15
	12.12	Revocation of Proxy Must Be Signed	15
	12.13	Production of Evidence of Authority to Vote	16
13.	DIRECTORS		16
	13.1	First Directors; Number of Directors	16
	13.2	Change in Number of Directors	16
	13.3	Directors' Acts Valid Despite Vacancy	16
	13.4	Qualifications of Directors	17
	13.5	Remuneration of Directors	17
	13.6	Reimbursement of Expenses of Directors	17
	13.7	Special Remuneration for Directors	17
	13.8	Gratuity, Pension or Allowance on Retirement of Director	17
14.	ELECTION AND REMOVAL OF DIRECTORS		17
	14.1	Election at Annual General Meeting	17
	14.2	Consent to be a Director	17
	14.3	Failure to Elect or Appoint Directors	18

	14.4	Places of Retiring Directors Not Filled	18
	14.5	Directors May Fill Casual Vacancies	18
	14.6	Remaining Directors Power to Act	18
	14.7	Shareholders May Fill Vacancies	18
	14.8	Additional Directors	18
	14.9	Ceasing to be a Director	19
	14.10	Removal of Director by Shareholders	19
	14.11	Removal of Director by Directors	19
15.	POWERS AND DUTIES OF DIRECTORS		19
	15.1	Powers of Management	19
	15.2	Appointment of Attorney of Company	19
16.	DISCLOSURE OF INTEREST OF DIRECTORS		20
	16.1	Obligation to Account for Profits	20
	16.2	Restrictions on Voting by Reason of Interest	20
	16.3	Interested Director Counted in Quorum	20
	16.4	Disclosure of Conflict of Interest or Property	20
	16.5	Director Holding Other Office in the Company	20
	16.6	No Disqualification	20
	16.7	Professional Services by Director or Officer	20
	16.8	Director or Officer in Other Corporations	21
17.	PROCEEDINGS OF DIRECTORS		21
	17.1	Meetings of Directors	21
	17.2	Voting at Meetings	21
	17.3	Chair of Meetings	21
	17.4	Meetings by Telephone or Other Communications Medium	21
	17.5	Calling of Meetings	21
	17.6	Notice of Meetings	22
	17.7	When Notice Not Required	22
	17.8	Meeting Valid Despite Failure to Give Notice	22
	17.9	Waiver of Notice of Meetings	22
	17.10	Quorum	22
	17.11	Validity of Acts Where Appointment Defective	22
	17.12	Consent Resolutions in Writing	22
18.	EXECUTIVE AND OTHER COMMITTEES		23
	18.1	Appointment and Powers of Executive Committee	23
	18.2	Appointment and Powers of Other Committees	23
	18.3	Obligations of Committees	23
	18.4	Powers of Board	23
	18.5	Committee Meetings	24
19.	OFFICERS		24
	19.1	Directors May Appoint Officers	24
	19.2	Functions, Duties and Powers of Officers	24
	19.3	Qualifications	24
	19.4	Remuneration and Terms of Appointment	24
20.	INDEMNIFICATION		25
	20.1	Definitions	25
	20.2	Mandatory Indemnification of Directors and Former Directors	25
	20.3	Indemnification of Other Persons	25
	20.4	Non-Compliance with Business Corporations Act	25
	20.5	Company May Purchase Insurance	25
21.	DIVIDENDS		26
	21.1	Payment of Dividends Subject to Special Rights	26
	21.2	Declaration of Dividends	26
	21.3	No Notice Required	26
	21.4	Record Date	26
	21.5	Manner of Paying Dividend	26

	21.6	Settlement of Difficulties	26
	21.7	When Dividend Payable	26
	21.8	Dividends to be Paid in Accordance with Number of Shares	26
	21.9	Receipt by Joint Shareholders	27
	21.10	Dividend Bears No Interest	27
	21.11	Fractional Dividends	27
	21.12	Payment of Dividends	27
	21.13	Capitalization of Surplus	27
22.	DOCUMENTS, RECORDS AND REPORTS		27
	22.1	Recording of Financial Affairs	27
	22.2	Inspection of Accounting Records	27
23.	NOTICES		27
	23.1	Method of Giving Notice	27
	23.2	Deemed Receipt of Mailing	28
	23.3	Certificate of Sending	28
	23.4	Notice to Joint Shareholders	28
	23.5	Notice to Trustees	28
24.	SEAL		29
	24.1	Who May Attest Seal	29
	24.2	Sealing Copies	29
	24.3	Mechanical Reproduction of Seal	29
25.	PROHIBITIONS		29
	25.1	Definitions	29
	25.2	Application	30
	25.3	Consent Required for Transfer of Shares or Designated Securities	30
26.	ADVANCE NOTICE PROVISIONS		30
	26.1	Nomination of Directors	30
	26.2	Application	32

		Signed [month, day, year]


		[Signature of shareholder]


		[Name of shareholder- printed]

Trust Indenture Act Section		Indenture Section
310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.10
(c)		N.A.
311(a)		7.11
(b)		7.11
312(a)		2.06
(b)		2.06; 11.03
(c)		2.06; 11.03
313(a)		7.06
(b)(2)		7.06; 7.07
(c)		7.06; 11.02
(d)		7.06
314(a)		4.03; 4.04; 11.02
(b)		N.A.
(c)(l)		11.04
(c)(2)		11.04
(c)(3)		N.A.
(d)		N.A.
(e)		11.05
(f)		N.A.
315(a)		7.01
(b)		7.05; 11.02
(c)		7.01
(d)		7.01
(e)		6.11
316(a) (last sentence)		2.10
(a)(l)(A)		6.05
(a)(l)(B)		6.04
(a)(2)		N.A.
(b)		6.07
(c)		11.06
317(a)(l)		6.08
(a)(2)		6.09
(b)		2.05
318(a)		11.01
(b)		N.A.
(c)		11.01

TABLE OF CONTENTS		PAGE

ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.01	Definitions	1
Section 1.02	Other Definitions	5
Section 1.03	Incorporation by Reference of Trust Indenture Act	5
Section 1.04	Rules of Construction	5
ARTICLE II	THE NOTES	6
Section 2.01	Issuable in Series	6
Section 2.02	Establishment of Terms of Series of Notes	6
Section 2.03	Execution and Authentication	8
Section 2.04	Registrar and Paying Agent	8
Section 2.05	Paying Agent to Hold Money in Trust	9
Section 2.06	Holder Lists	9
Section 2.07	Transfer and Exchange	9
Section 2.08	Replacement Notes	9
Section 2.09	Outstanding Notes	9
Section 2.10	Treasury Notes	10
Section 2.11	Temporary Notes	10
Section 2.12	Cancellation	10
Section 2.13	Defaulted Interest	10
Section 2.14	Global Notes	10
Section 2.15	Exchange Rate Agent	11
Section 2.16	CUSIP Number	12
ARTICLE III	REDEMPTION AND PREPAYMENT	12
Section 3.01	Notice to Trustee	12
Section 3.02	Selection of Notes to Be Redeemed	12
Section 3.03	Notice of Redemption	12
Section 3.04	Effect of Notice of Redemption	13
Section 3.05	Deposit of Redemption Price	13
Section 3.06	Notes Redeemed in Part.	13
Section 3.07	Tax Redemption	13
ARTICLE IV	COVENANTS	13
Section 4.01	Payment of Principal and Interest	13
Section 4.02	Maintenance of Office or Agency	14
Section 4.03	Reports	14
Section 4.04	Compliance Certificate	14
Section 4.05	Taxes	14
Section 4.06	Stay, Extension and Usury Laws	14
Section 4.07	Corporate Existence	14
Section 4.08	Additional Amounts.	15
ARTICLE V	SUCCESSORS	16
Section 5.01	Merger, Consolidation, Amalgamation or Sale of Assets	16
Section 5.02	Successor Corporation Substituted	16
ARTICLE VI	DEFAULTS AND REMEDIES	17
Section 6.01	Events of Default	17
Section 6.02	Acceleration	17
Section 6.03	Other Remedies	18
Section 6.04	Waiver of Past Defaults	18
Section 6.05	Control by Majority	18
Section 6.06	Limitation on Suits	18
Section 6.07	Rights of Holders of Notes to Receive Payment	19
Section 6.08	Collection Suit by Trustee	19
Section 6.09	Trustee May File Proofs of Claim	19
Section 6.10	Priorities	19
Section 6.11	Undertaking for Costs	19

Section 6.12	Restoration of Rights and Remedies	20
Section 6.13	Waiver of Stay, Extension or Usury Laws	20
ARTICLE VII	TRUSTEE	20
Section 7.01	Duties of Trustee	20
Section 7.02	Rights of Trustee	21
Section 7.03	Individual Rights of Trustee	21
Section 7.04	Trustee's Disclaimer	21
Section 7.05	Notice of Defaults	22
Section 7.06	Reports by Trustee to Holders of the Notes	22
Section 7.07	Compensation and Indemnity	22
Section 7.08	Replacement of Trustee	23
Section 7.09	Successor Trustee by Merger, etc	23
Section 7.10	Eligibility; Disqualification	23
Section 7.11	Preferential Collection of Claims Against Company	24
ARTICLE VIII	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	24
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	24
Section 8.02	Legal Defeasance and Discharge	24
Section 8.03	Covenant Defeasance	24
Section 8.04	Conditions to Legal or Covenant Defeasance	25
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	26
Section 8.06	Repayment to Company	26
Section 8.07	Reinstatement	26
ARTICLE IX	AMENDMENT, SUPPLEMENT AND WAIVER	26
Section 9.01	Without Consent of Holders of Notes	26
Section 9.03	Compliance with Trust Indenture Act	28
Section 9.04	Revocation and Effect of Consents	28
Section 9.05	Notation on or Exchange of Notes	28
Section 9.06	Trustee to Sign Amendments, etc	28
ARTICLE X	SATISFACTION AND DISCHARGE	29
Section 10.01	Satisfaction and Discharge	29
Section 10.02	Application of Trust Money	29
ARTICLE XI	MISCELLANEOUS	30
Section 11.01	Trust Indenture Act Controls	30
Section 11.02	Notices	30
Section 11.03	Communication by Holders of Notes with Other Holders of Notes	31
Section 11.04	Certificate and Opinion as to Conditions Precedent	31
Section 11.05	Statements Required in Certificate or Opinion	31
Section 11.06	Rules by Holders, Trustee and Agents	31
Section 11.07	Calculation of Foreign Currency Amounts	32
Section 11.08	No Personal Liability of Directors, Officers, Employees and Shareholders	32
Section 11.09	Governing Law; Submission to Jurisdiction	32
Section 11.10	Form of Documents Delivered to Trustee	32
Section 11.11	No Adverse Interpretation of Other Agreements	32
Section 11.12	Successors	32
Section 11.13	Severability	32
Section 11.14	Counterpart Originals	32
Section 11.15	Table of Contents, Headings, etc	32
Section 11.16	Waiver of Jury Trial	32
Section 11.17	Patriot Act Compliance	33

Term		Defined in Section
"Authentication Order"		2.03
"Covenant Defeasance"		8.03
"Event of Default"		6.01
"Legal Defeasance"		8.02
"Paying Agent"		2.04
"Registrar"		2.04

Dated as of [ ], 20[ ]


	HIVE Digital Technologies Ltd.


	By:
		Name:
		Title:


	[ ], as Trustee


	By:
		Name:
		Title:


		726 Exchange Street, Suite 800 Buffalo, New York 14210 Phone 716.845.6000

	Very truly yours,

	KAVINOKY COOK LLP
	/s/	Jonathan H. Gardner
		Jonathan H. Gardner
		Partner
		For the Firm

	/s/ DAVIDSON & COMPANY LLP


Vancouver, Canada	Chartered Professional Accountants

November 20, 2025