6-K
HIVE Digital Technologies Ltd. (HIVE)
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 **** September, 2023
Commission File Number: 001-40398
HIVE Digital 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): [ ]
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 to this Report on Form 6-K is incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission on August 17, 2023 (File No. 333- 274054).
EXHIBIT INDEX
| 99.1 | Notice of Meeting and Record Date |
|---|---|
| 99.2 | Material Change Report dated August 28, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HIVE DIGITAL TECHNOLOGIES LTD. | |
|---|---|
| By: | /s/ Darcy Daubaras |
| Name: Darcy Daubaras | |
| Title: Chief Financial Officer |
Dated: September 6, 2023
HIVE Digital Technologies Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com
| August 18, 2023 | 510 Burrard St, 3rd Floor |
|---|---|
| Vancouver BC, V6C 3B9 | |
| www.computershare.com | |
| To: All Canadian Securities Regulatory Authorities | |
| NASDAQ Exchange | |
| Subject: HIVE DIGITAL TECHNOLOGIES LTD. | |
| Dear Sir/Madam: |
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
| Meeting Type : | Annual General and Special Meeting | ||
|---|---|---|---|
| Record Date for Notice of Meeting : | September 12, 2023 | ||
| Record Date for Voting (if applicable) : | September 12, 2023 | ||
| Beneficial Ownership Determination Date : | September 12, 2023 | ||
| Meeting Date : | October 17, 2023 | ||
| Meeting Location (if available) : | Vancouver, BC | ||
| Issuer sending proxy related materials directly to NOBO: | No | ||
| Issuer paying for delivery to OBO: | Yes | ||
| Notice and Access (NAA) Requirements: | |||
| NAA for Beneficial Holders | No | ||
| NAA for Registered Holders | No | ||
| Voting Security Details: | |||
| Description | CUSIP Number | ISIN | |
| COMMON SHARES | 433921103 | CA4339211035 |
Sincerely,
Computershare
Agent for HIVE DIGITAL TECHNOLOGIES LTD.
HIVE Digital Technologies Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com
FORM 51-102F3
Material Change Report
Item 1 Name and Address of Company
HIVE Digital Technologies Ltd. ("HIVE" or the "Company")
855 - 789 West Pender Street
Vancouver, BC V6C 1H2
Item 2 Date of Material Change
August 17, 2023.
Item 3 News Release
The press release attached as Schedule "A" was disseminated through a newswire company in Canada on August 17, 2023.
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
Darcy Daubaras
Chief Financial Officer
T: 604-664-1078
Item 9 Date of Report
August 28, 2023.
Schedule "A"
HIVE Digital Announces Amended At-The- Market Equity Program
This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated August 17, 2023 to its short form base shelf prospectus dated May 1, 2023
Vancouver, British Columbia--(Newsfile Corp. - August 17, 2023) - HIVE Digital Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (FSE: YO0) (the "Company" or "HIVE") is pleased to announce that it has entered into an amended and restated equity distribution agreement (the "Equity Distribution Agreement") with Canaccord Genuity and Stifel GMP (collectively, the "Agents") to amend the Company's at-the-market program (the "ATM Program"). The Equity Distribution Agreement restates and supersedes the previous equity distribution agreement, dated May 10, 2023, between the Company and the Agents expanding the prior Canadian at-the-market program to the United States.
Under the Equity Distribution Agreement, the Company may sell up to US$90 million of common shares of the Company (the "Common Shares"). The Common Shares will be issued by the Company to the public from time to time, through the Agents, at the Company's discretion. The Common Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale.
Under the Equity Distribution Agreement, sales of Common Shares will be made by the Agents through "at-the-market distributions" as defined in National Instrument 44-102 - Shelf Distributions on the TSX Venture Exchange and the Nasdaq Stock Market. The Company is not obligated to make any sales of Common Shares under the Equity Distribution Agreement. Unless earlier terminated by the Company or the Agents as permitted therein, the Equity Distribution Agreement will terminate as of the date that the aggregate gross sales proceeds of the Common Shares sold under the ATM Program reaches the aggregate amount of US$90 million.
The Company intends to use the net proceeds of the ATM Program, if any, principally for general corporate and working capital requirements, funding ongoing operations, to repay indebtedness outstanding from time to time, to complete future acquisitions, or for other corporate purposes.
The ATM Program is being made pursuant to an amended and restated prospectus supplement (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated May 1, 2023 (the "Base Shelf Prospectus"), amending and restating the prospectus supplement previously filed on May 10, 2023 and a U.S. registration statement on Form F-10 filed on the date hereof (the "Registration Statement"). The Prospectus Supplement has been filed with the securities regulatory authorities in each of the provinces and territories of Canada and is included in the Registration Statement filed with the United States Securities and Exchange Commission.
Copies of the Prospectus Supplement and the Base Shelf Prospectus are available on SEDAR+ at www.sedarplus.com and copies of the Registration Statement, which includes the Prospectus Supplement, are available on EDGAR at www.sec.gov. Copies of such documents may also be obtained from: Canaccord Genuity , Attention: Syndicate Department, 99 High Street, 12th Floor, Boston MA 02110 or by email at [email protected] and Stifel GMP, Attention: ECM 161 Bay Street, Suite 3800, Toronto, ON M5J 2S1 ∙or by email at [email protected]. Such documents contain important information about the ATM Program. Prospective investors should read the Prospectus Supplement and the Base Shelf Prospectus as well as the Registration Statement before making an investment decision.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares, nor shall there be any sale of these Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About HIVE Digital Technologies Ltd.
HIVE Digital Technologies Ltd. Became a public company in 2017 as the first cryptocurrency mining company on the TSX Venture Exchange with a green energy focus. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where the Company mines Bitcoin.
For further information please contact: Frank Holmes [email protected]
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
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements"), within the meaning of applicable Canadian and United States securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements in this news release include, but are not limited to, statements with respect to the future issuance of Common Shares sold under the ATM Program; the aggregate gross proceeds of the ATM Program; and the use of proceeds from any sales of Common Shares under the ATM Program. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of HIVE to control or predict, that may cause HIVE's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: HIVE may not sell any of the Common Shares or may raise less than the maximum offering amount under the ATM Program; management has broad discretion in the use of proceeds from the ATM Program. HIVE undertakes no obligation to update forward-looking statements except as required by applicable law. Such forward-looking statements represent management's best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/177646