HIVE Digital Technologies Ltd 6-K, filed May 25, 2022
HIVE Digital Technologies Ltd. (HIVE)
About this 6-K
HIVE Digital Technologies Ltd filed this 6-K on May 25, 2022.
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 **** May, 2022
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 dated May 17, 2022 |
|---|---|
| 99.2 | News Release dated May 24, 2022 |
| 99.3 | Material Change Report dated May 24, 2022 |
SIGNATURES
| HIVE BLOCKCHAIN TECHNOLOGIES LTD. | |
|---|---|
| By: | /s/ Darcy Daubaras |
| Name: Darcy Daubaras | |
| Title: Chief Financial Officer |
Date: May 24, 2022
HIVE Blockchain Technologies Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com
HIVE Blockchain Announces Corporate Update Webcast Prior to Consolidation
Vancouver, British Columbia--(Newsfile Corp. - May 17, 2022) - HIVE Blockchain Technologies Ltd. (TSXV: HIVE) (Nasdaq: HIVE) (FSE: HBF) (the "Company" or "HIVE") announces that management will host a webcast on Thursday, May 19, at 08:00 am Central Time to provide a corporate update.
We urge investors to sign up today and participate in the Corporate Update.
Frank Holmes, Executive Chairman, and Aydin Kilic, President and COO, will present on the webcast.
IMPORTANT - Click here to register.
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. We mine Bitcoin and Ethereum using primarily clean, cheap hydroelectric power in Canada, Sweden, and Iceland.
HIVE is a growth-oriented technology stock in the emergent blockchain industry. 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
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/124306
HIVE Blockchain Technologies Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com
HIVE Blockchain Announces 5 to 1 Share Consolidation Effective at Market Open May 24, 2022
This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated February 2, 2021 to its amended and restated short form base shelf prospectus dated January 4, 2022.
Vancouver, British Columbia--(Newsfile Corp. - May 24, 2022) - HIVE Blockchain Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (FSE: HBF) (the "Company" or "HIVE") announces that, further to its press release dated May 10, 2022, the Company will be proceeding with the consolidation (the "Consolidation") of its common shares ("Common Shares") on the basis of five (5) pre-Consolidation Common Shares for one (1) post-Consolidation Common Shares. The Common Shares will commence trading on the TSX Venture Exchange ("TSXV") and Nasdaq on a post-Consolidation basis effective at market opening on May 24, 2022. As of the date hereof, there are 411,209,923 Common Shares issued and outstanding. On a post-Consolidation basis, the Company shall have approximately 82,241,984 Common Shares issued and outstanding. The Company will not be changing its name or stock symbols in connection with the Consolidation. Completion of the Consolidation is subject to the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange, and pursuant to the Business Corporations Act (British Columbia) and the articles of the Company. Shareholder approval of the Consolidation is not required.
No fractional Common Shares will be issued as a result of the Consolidation. Any fractional interest in Common Shares that is less than 0.5 of a Common Share resulting from the Consolidation will be rounded down to the nearest whole Common Share, and any fractional interest in Common Shares that is equal to or greater than 0.5 of a Common Share will be rounded up to the nearest whole Common Share.
Registered shareholders will receive a letter of transmittal from the Company's transfer agent, Computershare Investor Services Inc., providing instructions on how to exchange their share certificates representing pre-Consolidation Common Shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation common shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their common shares through an intermediary) to affect the Consolidation.
Warrants
There are currently 9,585,250 Common Share purchase warrants originally issued by the Company on November 30, 2021 (the "HIVE Warrants") listed for trading on the TSXV (TSXV: HIVE.WT). As a result of the Consolidation, the number of listed HIVE Warrants outstanding shall not be altered; however, the exercise terms shall be adjusted in accordance with the terms of the warrant indenture dated November 30, 2021, such that on a post-Consolidation basis, five (5) HIVE Warrants shall be exercisable for one (1) post-Consolidation Common Share, upon the payment of an adjusted price of CAD$30.00. Consequently, holders of HIVE Warrants will be entitled to receive one (1) post-Share Consolidation Common Share upon exercising five (5) HIVE Warrants and paying an aggregate of CAD$30.00.
Frank Holmes, Executive Chairman of HIVE stated, "HIVE has accomplished an incredible amount over the past few years. Today we're one of the most profitable and fastest-growing crypto miners in the world."
"Despite our record profitability, HIVE shares trade at around a 2.2 P/E ratio as of May 23, 2022. This share consolidation will allow us to remove some of the penny stock stigma and allow us to engage more institutional investors."
Mr. Holmes continued, "We believe that eventually the market will recognize HIVE's value proposition, but at the same time we accept that further volatility may be in the cards. Either way, we'll continue on with our work. We encourage all shareholders to watch our May 19, 2022, Corporate Update webcast from last week here where we discuss our progress and the benefits to come from the share consolidation."
Darcy Daubaras, CFO of HIVE, added, "Our goal is to efficiently allocate shareholder capital, and we think our track record shows that. Look at our Bitcoin mining operations, which have all been built or acquired over the past 2 years, and now account for roughly 2/3rds of our revenue."
Mr. Daubaras continued, "HIVE remains highly profitable, and this consolidation should create more institutional visibility for our shares."
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. We mine Bitcoin and Ethereum using primarily clean, cheap hydroelectric power in Canada, Sweden, and Iceland.
HIVE is a growth-oriented technology stock in the emergent blockchain industry. 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
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, but is not limited to, business goals and objectives of the Company; statements and information regarding: (i) the completion and potential benefits of the Consolidation; (ii) the expected number of common shares issued and outstanding following the Consolidation; (iv) the timing and anticipated effective date of the Consolidation; and (v) TSX Venture Exchange approval, 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 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/125073
HIVE Blockchain Technologies Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com
FORM 51-102F3
Material Change Report
Item 1 Name and Address of Company
HIVE Blockchain Technologies Ltd. ("HIVE" or the "Company")
855 - 789 West Pender Street
Vancouver, BC V6C 1H2
Item 2 Date of Material Change
May 24, 2022.
Item 3 News Release
The press release attached as Schedule "A" was disseminated through a newswire company in Canada on May 24, 2022.
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
May 24, 2022.
Schedule "A"
HIVE BLOCKCHAIN TECHNOLOGIES LTD.
May 24, 2022
HIVE Blockchain Announces 5 to 1 Share Consolidation Effective at Market Open May 24, 2022
This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated February 2, 2021 to its amended and restated short form base shelf prospectus dated January 4, 2022.
Vancouver, Canada - HIVE Blockchain Technologies Ltd. (TSX.V:HIVE) (Nasdaq:HIVE) (FSE:HBF) (the "Company" or "HIVE") announces that, further to its press release dated May 10, 2022, the Company will be proceeding with the consolidation (the "Consolidation") of its common shares ("Common Shares") on the basis of five (5) pre-Consolidation Common Shares for one (1) post-Consolidation Common Shares. The Common Shares will commence trading on the TSX Venture Exchange ("TSXV") and Nasdaq on a post-Consolidation basis effective at market opening on May 24, 2022. As of the date hereof, there are 411,209,923 Common Shares issued and outstanding. On a post-Consolidation basis, the Company shall have approximately 82,241,984 Common Shares issued and outstanding. The Company will not be changing its name or stock symbols in connection with the Consolidation. Completion of the Consolidation is subject to the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange, and pursuant to the Business Corporations Act (British Columbia) and the articles of the Company. Shareholder approval of the Consolidation is not required.
No fractional Common Shares will be issued as a result of the Consolidation. Any fractional interest in Common Shares that is less than 0.5 of a Common Share resulting from the Consolidation will be rounded down to the nearest whole Common Share, and any fractional interest in Common Shares that is equal to or greater than 0.5 of a Common Share will be rounded up to the nearest whole Common Share.
Registered shareholders will receive a letter of transmittal from the Company's transfer agent, Computershare Investor Services Inc., providing instructions on how to exchange their share certificates representing pre-Consolidation Common Shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation common shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their common shares through an intermediary) to affect the Consolidation.
Warrants
There are currently 9,585,250 Common Share purchase warrants originally issued by the Company on November 30, 2021 (the "HIVE Warrants") listed for trading on the TSXV (TSXV: HIVE.WT). As a result of the Consolidation, the number of listed HIVE Warrants outstanding shall not be altered; however, the exercise terms shall be adjusted in accordance with the terms of the warrant indenture dated November 30, 2021, such that on a post-Consolidation basis, five (5) HIVE Warrants shall be exercisable for one (1) post-Consolidation Common Share, upon the payment of an adjusted price of CAD$30.00. Consequently, holders of HIVE Warrants will be entitled to receive one (1) post-Share Consolidation Common Share upon exercising five (5) HIVE Warrants and paying an aggregate of CAD$30.00.
Frank Holmes, Executive Chairman of HIVE stated, "HIVE has accomplished an incredible amount over the past few years. Today we're one of the most profitable and fastest-growing crypto miners in the world."
"Despite our record profitability, HIVE shares trade at around a 2.2 P/E ratio as of May 23, 2022. This share consolidation will allow us to remove some of the penny stock stigma and allow us to engage more institutional investors."
Mr. Holmes continued "We believe that eventually the market will recognize HIVE's value proposition, but at the same time we accept that further volatility may be in the cards. Either way, we'll continue on with our work. We encourage all shareholders to watch our May 19, 2022, Corporate Update webcast from last week here where we discuss our progress and the benefits to come from the share consolidation."
Darcy Daubaras, CFO of HIVE, added "Our goal is to efficiently allocate shareholder capital, and we think our track record shows that. Look at our Bitcoin mining operations, which have all been built or acquired over the past 2 years, and now account for roughly 2/3rds of our revenue."
Mr. Daubaras continued "HIVE remains highly profitable, and this consolidation should create more institutional visibility for our shares."
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. We mine Bitcoin and Ethereum using primarily clean, cheap hydroelectric power in Canada, Sweden, and Iceland.
HIVE is a growth-oriented technology stock in the emergent blockchain industry. 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
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, but is not limited to, business goals and objectives of the Company; statements and information regarding: (i) the completion and potential benefits of the Consolidation; (ii) the expected number of common shares issued and outstanding following the Consolidation; (iv) the timing and anticipated effective date of the Consolidation; and (v) TSX Venture Exchange approval, 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 cur rency; 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 digi tal 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 d isclosed 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 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.