HIVE Digital Technologies Ltd 6-K, filed Oct 4, 2021
HIVE Digital Technologies Ltd. (HIVE)
About this 6-K
HIVE Digital Technologies Ltd filed this 6-K on October 4, 2021.
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 October, 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.
SIGNATURES
| HIVE BLOCKCHAIN TECHNOLOGIES LTD. | |
|---|---|
| /s/ Darcy Daubaras | |
| Name: | Darcy Daubaras |
| Title: | Chief Financial Officer |
October 1, 2021
HIVE Blockchain Technologies Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

HIVE Blockchain Technologies Ltd.
Condensed Interim Consolidated Financial Statements
For the three months ended June 30, 2021 and 2020
(Expressed in US dollars)
(Unaudited)
NOTICE OF NO AUDITOR REVIEW
The accompanying unaudited condensed interim consolidated financial statements of HIVE Blockchain Technologies Ltd. (the "Company") have been prepared by and are the responsibility of the Company's management. In accordance with National Instrument 51-102, the Company discloses that its independent auditor has not performed a review of these condensed interim consolidated financial statements.
| HIVE Blockchain Technologies Ltd. <br>Condensed Interim Consolidated Statements of Financial Position<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | ||||||
|---|---|---|---|---|---|---|
| June 30, | March 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2021 | |||||
| Assets | ||||||
| Current assets | ||||||
| Cash | $ | 26,911,842 | $ | 40,290,513 | ||
| Amounts receivable and prepaids (Note 9) | 8,910,521 | 8,768,109 | ||||
| Investments (Note 8) | 8,636,997 | 981,736 | ||||
| Digital currencies (Note 10) | 82,157,798 | 57,499,720 | ||||
| 126,617,158 | 107,540,078 | |||||
| Data centre equipment (Note 11) | 44,777,485 | 21,598,803 | ||||
| Deposits (Note 12) | 58,559,958 | 45,532,751 | ||||
| Investment in sublease (Note 16) | 35,133 | 76,744 | ||||
| Right of use asset (Note 16) | 2,480,947 | 2,978,284 | ||||
| Intangible asset (Notes 6, 7) | 14,954,429 | 604,070 | ||||
| Total assets | $ | 247,425,110 | $ | 178,330,730 | ||
| Liabilities and equity | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 4,561,137 | $ | 3,478,137 | ||
| Taxes payable | - | 73,085 | ||||
| Current portion of lease liability (Note 16) | 1,512,367 | 1,910,712 | ||||
| Current portion of term loan (Note 15) | 2,273,208 | - | ||||
| Loans payable (Notes 5, 14, 25) | 1,223,702 | 4,396,191 | ||||
| 9,570,414 | 9,858,125 | |||||
| Convertible loan - liability component (Note 13) | 6,130,203 | 6,290,741 | ||||
| Convertible loan - derivative component (Note 13) | 10,303,943 | 9,418,331 | ||||
| Term Loan (Note 15) | 8,625,145 | - | ||||
| Loan payables (Notes 5, 14, 25) | 17,137,393 | 17,137,393 | ||||
| Lease liability (Note 16) | 942,671 | 1,153,127 | ||||
| Total liabilities | 52,709,769 | 43,857,717 | ||||
| Equity | ||||||
| Share capital (Note 19) | 299,212,817 | 259,905,407 | ||||
| Reserves and accumulated other comprehensive income | 7,538,330 | 5,195,324 | ||||
| Deficit | (112,035,806 | ) | (130,627,718 | ) | ||
| Total equity | 194,715,341 | 134,473,013 | ||||
| Total liabilities and equity | $ | 247,425,110 | $ | 178,330,730 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
| Page 1 | ||||||
|---|---|---|---|---|---|---|
| HIVE Blockchain Technologies Ltd. <br>Condensed Interim Consolidated Statements of Income and Comprehensive Income<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | ||||||
| --- | ||||||
| Three months period ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | |||||
| Revenue from digital currency mining (Note 10) | $ | 37,239,767 | $ | 6,580,282 | ||
| Cost of digital currency mining | ||||||
| Operating and maintenance costs | (6,220,684 | ) | (3,987,271 | ) | ||
| Depreciation (Notes 6, 11, 16) | (6,899,182 | ) | (1,629,869 | ) | ||
| 24,119,901 | 963,142 | |||||
| Revaluation of digital currencies (Note 10) | (3,426,017 | ) | 1,325,864 | |||
| Gain on sale of digital currencies (Note 10) | 4,106,057 | 747,466 | ||||
| Hosting revenue | 1,742,906 | - | ||||
| Expenses | ||||||
| General and administrative (Note 21) | (2,314,873 | ) | (944,560 | ) | ||
| Foreign exchange gain | 528,868 | 217,525 | ||||
| Share-based compensation (Note 19) | (2,322,426 | ) | (395,989 | ) | ||
| (4,108,431 | ) | (1,123,024 | ) | |||
| Unrealized loss on investments (Note 8) | (5,808,523 | ) | - | |||
| Change in fair value of derivative liability (Note 13) | (885,612 | ) | - | |||
| Gain on sale of subsidiary (Note 5) | 3,171,275 | - | ||||
| Finance expense | (319,644 | ) | (114,754 | ) | ||
| Net income for the period | $ | 18,591,912 | $ | 1,798,694 | ||
| Other comprehensive income (loss) | ||||||
| Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: | ||||||
| Translation adjustment | 323,575 | (516,897 | ) | |||
| 323,575 | (516,897 | ) | ||||
| Net income and comprehensive income for the period | $ | 18,915,487 | $ | 1,281,797 | ||
| Basic income per share | $ | 0.05 | $ | 0.00 | ||
| Diluted income per share | $ | 0.05 | $ | 0.00 | ||
| Weighted average number of common shares outstanding | ||||||
| Basic (Note 20) | 376,609,984 | 367,151,232 | ||||
| Diluted (Note 20) | 395,657,852 | 376,231,983 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
| Page 2 | ||||||
|---|---|---|---|---|---|---|
| HIVE Blockchain Technologies Ltd. <br>Condensed Interim Consolidated Statements of Changes in Equity<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | ||||||
| --- | ||||||
| Share capital | Cumulative | Total | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Equity | translation | equity | ||||
| Shares issued | Amount | reserve | adjustment | Deficit | (deficiency) | |
| At March 31, 2020 | 327,145,564 | 188,542,547 | 5,974,398 | (263,108 | (173,167,402 | 21,086,435 |
| Share-based compensation | - | - | 1,654,346 | - | - | 1,654,346 |
| Shares offering | 16,363,500 | 64,543,080 | - | - | - | 64,543,080 |
| Share issuance costs | - | (1,842,480 | - | - | - | (1,842,480 |
| Quebec acquisition | 15,000,000 | 2,458,470 | - | - | - | 2,458,470 |
| Exercise of options | 7,476,972 | 5,836,600 | (2,056,713 | - | - | 3,779,887 |
| Vesting of restricted stock units | 1,626,000 | 342,742 | (476,717 | - | - | (133,975 |
| Shares issued for services | 100,000 | 24,448 | - | - | - | 24,448 |
| Income for the year | - | - | - | - | 42,539,684 | 42,539,684 |
| Translation adjustment | - | - | - | 363,118 | - | 363,118 |
| At March 31, 2021 | 367,712,036 | 259,905,407 | 5,095,314 | 100,010 | (130,627,718 | 134,473,013 |
| Share-based compensation | - | - | 1,816,191 | - | - | 1,816,191 |
| Shares offering | 2,378,400 | 7,554,266 | - | - | - | 7,554,266 |
| Share issuance costs | - | (279,072 | - | - | - | (279,072 |
| Atlantic acquisition | 5,000,000 | 18,874,701 | - | - | - | 18,874,701 |
| Shares issued for investment | 4,000,000 | 12,726,694 | - | - | - | 12,726,694 |
| Exercise of options | 79,423 | 196,730 | (68,903 | - | - | 127,827 |
| Vesting of restricted stock units | 440,500 | 234,091 | 272,143 | - | - | 506,234 |
| Income for the period | - | - | - | - | 18,591,912 | 18,591,912 |
| Translation adjustment | - | - | - | 323,575 | - | 323,575 |
| At June 30, 2021 | 379,610,359 | 299,212,817 | 7,114,745 | 423,585 | (112,035,806 | 194,715,341 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
| Page 3 | ||||||
|---|---|---|---|---|---|---|
| HIVE Blockchain Technologies Ltd. <br>Condensed Interim Consolidated Statements of Cash Flows<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | ||||||
| --- | ||||||
| Three months period ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | |||||
| Operating activities | ||||||
| Income for the period: | $ | 18,591,912 | $ | 1,798,694 | ||
| Adjusted for: | ||||||
| Depreciation | 6,899,182 | 1,629,869 | ||||
| Gain on sale of subsidiary | (3,171,275 | ) | - | |||
| Unrealized loss on investment | 5,808,523 | - | ||||
| Change in fair value of derivative liability | 885,612 | - | ||||
| Accretion on convertible debt - liability portion | 589,462 | - | ||||
| Share-based compensation | 2,322,426 | 395,989 | ||||
| Interest expense | 64,995 | 111,652 | ||||
| Changes in non-cash working capital items: | ||||||
| Amounts receivable and prepaids | 701,297 | (2,137,687 | ) | |||
| Taxes payable | (73,085 | ) | (144,545 | ) | ||
| Digital currencies | (24,658,078 | ) | (2,964,379 | ) | ||
| Accounts payable and accrued liabilities | (2,554,959 | ) | 1,826,608 | |||
| Cash provided by operating activities | 5,406,012 | 516,201 | ||||
| Investing activities | ||||||
| Deposits on equipment | (13,136,152 | ) | (137,819 | ) | ||
| Investments | (499,980 | ) | - | |||
| Quebec acquisition | - | (1,235,873 | ) | |||
| Purchase of mining equipment | (11,291,587 | ) | (2,309,260 | ) | ||
| Cash divested from sale of subsidiary | (237,254 | ) | - | |||
| Cash used in investing activities | (25,164,973 | ) | (3,682,952 | ) | ||
| Financing activities | ||||||
| Exercise of options | 399,970 | 489,874 | ||||
| Shares offering | 7,275,194 | - | ||||
| Repayment of debenture | (750,000 | ) | - | |||
| Lease payments made, net of lease payments received | (661,459 | ) | (507,629 | ) | ||
| Cash (used in) provided by financing activities | 6,263,705 | (17,755 | ) | |||
| Effect of exchange rate changes on cash | 116,584 | (702,911 | ) | |||
| Net change in cash during the period | (13,378,671 | ) | (3,887,417 | ) | ||
| Cash, beginning of period | 40,290,513 | 5,130,127 | ||||
| Cash, end of period | $ | 26,911,842 | $ | 1,242,710 | ||
| Supplemental cash flow information | ||||||
| Share consideration issued for Quebec acquisition | $ | - | $ | 2,458,470 | ||
| Share consideration issued for Atlantic acquisition | $ | 18,694,219 | $ | - | ||
| Share consideration issued for investments | $ | 12,963,804 | $ | - | ||
| Supplemental disclosures: | ||||||
| Interest paid | $ | 286,047 | $ | - | ||
| Income taxes paid | $ | - | $ | - |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
| Page 4 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
1. Nature of Operations
HIVE Blockchain Technologies Ltd. (the "Company") was incorporated in the province of British Columbia on June 24, 1987. The Company is a reporting issuer in each of the Provinces and Territories of Canada and is listed for trading on the TSXV, under the symbol "HIVE.V", as well on the Nasdaq's Capital Markets Exchange under "HIVE", and on the Open Market of the Frankfurt Stock Exchange under "HBF". The Company's head office is located at Suite 855, 789 Pender Street, Vancouver, BC, V6C 1H2, and the Company's registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3.
In connection with the Company's change of business filed in September 2017 ("Change of Business"), the Company acquired digital currency mining data centre equipment in Iceland. Following the initial acquisition, the Company acquired additional data centre equipment in Iceland and Sweden throughout fiscal 2018. Phases one and two of Sweden commenced operations on January 15, 2018 and March 31, 2018 respectively, while phase three commenced operations on April 30, 2018. On April 9, 2020 the Company also acquired a data centre in Quebec, Canada (Note 6). On April 15, 2021 the Company also acquired a data centre in New Brunswick, Canada (Note 7). The Company is in the business of providing infrastructure solutions, including the provision of computational capacity to distributed networks, in the blockchain industry. The Company's operations are focused on the mining and sale of digital currencies. Digital currencies are subject to risks unique to the asset class and different from traditional assets. Additionally, at times assets may be held by third party custodians or exchanges that are limited in oversight by regulatory authorities.
The negative impact on the global supply chain related to the COVID-19 pandemic has presented challenges to the Company including increased shipping costs and obtaining equipment from China on a timely basis that has led to delays. Additionally, the Company faces uncertainty in the availability of equipment from suppliers as it relates to the Company's ASIC equipment.
2. Basis of Presentation
(a) Statement of Compliance
These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting of the International Financial Reporting Standards" ("IFRS") as issued by the International Accounting Standards Board ("IASB") and follow the same accounting policies and methods of application as the Company's March 31, 2021 annual audited financial statements, unless otherwise noted. Accordingly, they should be read in conjunction with the Company's most recent annual statements.
The consolidated financial statements have been prepared on a historical cost basis except for some financial instruments that have been measured at fair value.
The Company is in the business of the mining and sale of digital currencies, many aspects of which are not specifically addressed by current IFRS guidance. The Company is required to make judgements as to the application of IFRS and the selection of accounting policies. The Company has disclosed its presentation, recognition and derecognition, and measurement of digital currencies, and the recognition of revenue as well as significant assumptions and judgements; however, if specific guidance is enacted by the IASB in the future, the impact may result in changes to the Company's earnings and financial position as presented.
These consolidated financial statements were approved and authorized for issuance by the Board of Directors on October 1, 2021.
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
2. Basis of Presentation (continued…)
(b) Consolidation
These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, which are controlled by the Company (the "Group"). Control is achieved when the parent company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has all of the following: (i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect its returns.
The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that control ceases. All significant inter-company transactions, balances, income and expenses are eliminated on consolidation.
As of June 30, 2021, the Company had the following wholly owned subsidiaries: HIVE Blockchain Switzerland AG, Bikupa Datacenter AB, Bikupa Datacenter 2 AB, Hive Digital Data Ltd., 9376-9974 Quebec Inc., and GPU Atlantic Inc. HIVE Blockchain Switzerland AG had one wholly owned subsidiary, HIVE Blockchain Iceland ehf.
(c) Presentation and functional currency
Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities are translated using the year end foreign exchange rate. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in the profit and loss. The functional currency for HIVE Blockchain Technologies Ltd. is the Canadian dollar, and it is the US dollar for its other wholly owned subsidiaries.
(d) Comprehensive income (loss)
Total comprehensive income (loss) comprises all components of profit or loss and other comprehensive income (loss). Other comprehensive income (loss) includes gains and losses from translating the financial statements of an entity's whose functional currency differs from the presentation currency.
(e) Goodwill
Goodwill represents the excess of the purchase price paid for the acquisition over the fair value of the net tangible and intangible assets acquired. Following the initial recognition, goodwill is measured at cost less and accumulated impairment losses.
Goodwill has an indefinite useful life, is not subject to amortization and is tested for annually for any impairment, or more frequently in the case that events or circumstances indicate that they may be impaired.
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
3. Significant Judgements
(a) Functional currency
The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company's digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and the currencies in which expenses are settled, by each entity, as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company's functional currency.
(b) Digital assets - accounting
The Company has assessed that it acts in a capacity as a commodity broker trader as defined in IAS 2, Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets. If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders' margin, such assets are accounted for as inventory, and changes in fair value (less costs to sell) are recognized in profit or loss.
(c) Assessment of transactions as an asset acquisition or business combination
Management determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Whether an acquisition is classified as a business combination or asset acquisition can have a significant impact on the presentation made on and after acquisition.
The Company completed the Quebec Acquisition in April 2020 (Note 6) and the Atlantic Acquisition in April 2021 (Note 7) and concluded that both entities acquired qualified as a business combination under IFRS 3, "Business Combinations". Accordingly, the Quebec Acquisition and the Atlantic Acquisition have been accounted for as a business acquisition.
(d) Income from digital currency mining
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed "cryptocurrency mining". As consideration for these services, the Company receives digital currency from each specific network in which it participates ("coins"). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re-measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit and loss in accordance with the Company's treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company's operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
3. Significant Judgements (continued…)
(e) Contingencies
Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. Such contingencies include, but are not limited to, litigation, regulatory proceedings, tax matters and losses resulting from other events and developments. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events.
4. Significant Estimates
(a) Determination of asset and liability fair values and allocation of purchase consideration
Significant acquisitions require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future performance of these assets.
(b) Carrying value of assets
The Company evaluates each asset or cash generating unit every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as the relationship between mining rewards and the required computing power, digital currency prices, the periodic contribution margin of digital currency mining activities, changes in underlying costs, such as electricity, and technological changes. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in profit and loss.
(c) Depreciation
Depreciation of data centre equipment is an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(d) Deferred and current taxes
The determination of the Company's tax expense for the year and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities, the deferral and deductibility of certain items and interpretation of the treatment for tax purposes of digital currencies by taxation authorities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Company is subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management's best estimate of the probable outcome of these matters.
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
4. Significant Estimates (continued…)
(e) Digital currency valuation
Digital currencies consist of cryptocurrency denominated assets (Note 10) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company's earnings and financial position. Fair value is determined by taking the price of the coins at 2400 hours (per the Central European Time zone) from the exchanges which the Company most frequently uses.
(f) Share-based compensation
The Company utilizes the Black-Scholes Option Pricing Model ("Black-Scholes") to estimate the fair value of stock options granted to directors, officers, employees, consultants and charities. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options. Any changes in these assumptions could have a material impact on the share-based compensation calculation value, however the most significant estimate is the volatility. Expected future volatility can be difficult to estimate as the Company has a limited operating history and is in an emerging industry with no comparable publicly traded competitors at the time of grant. Due to the emerging nature of the industry, volatility estimates require significant estimates. The Company estimated volatility based on historic share prices of companies operating in emerging innovative industries. Historical volatility is not necessarily indicative of future volatility.
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
5. Norway Acquisition
In May 2018, the Company completed the acquisition of two entities in Norway (the "Norway Acquisition"), Liv Eiendom AS ("Liv Eiendom") and Kolos Norway AS ("Kolos").
As consideration for the acquisition, the Company made cash payments of 55,576,560 Norwegian Kroner ("NOK") (US$6,902,498) to the former shareholders of Kolos, issued 4,750,000 common shares, issued 1,250,000 warrants exercisable at C$1.24 for a period of five years and incurred cash transaction costs of $428,127 related to the acquisition.
On May 10, 2021, the Company completed the sale of the net assets of Kolos Norway AS:
| Net liability disposed of | $ | 3,371,275 | |
|---|---|---|---|
| Less: Payment to acquirer | (200,000 | ) | |
| Gain on disposal | $ | 3,171,275 |
The following are balance sheet items that were derecognized in the sale of the subsidiary:
| May 10, 2021 | |||
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and equivalents | $ | 37,254 | |
| Amounts receivable and prepaids | 878 | ||
| Total assets | $ | 38,132 | |
| Liabilities and equity | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | $ | 82,540 | |
| Loans payable | 3,326,867 | ||
| Total liabilities | 3,409,407 | ||
| Net Assets | $ | (3,371,275 | ) |
| Page 10 | |||
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | |||
| --- |
6. Quebec Acquisition
On April 8, 2020, the Company completed the acquisition of 100% of the common shares of 9376-9974 Quebec Inc. ("9376"), a cryptocurrency mining operation located in Lachute, Quebec from Cryptologic Corp.
In consideration for 100% of the common shares of 9376, the Company paid total consideration of $3,738,809 consisting of:
(i) Issuance of 15,000,000 common shares on closing valued at a price of C$0.23 per common share for a total of $2,458,470 (C$3,450,000); and
(ii) Cash payment of $1,235,873 (C$1,734,315) and holdback of $44,466.
The allocation of the total purchase price to the net assets acquired is as follows:
| Prepaid expenses | $ | 719,699 | |
|---|---|---|---|
| Data Centre Equipment (Note 11) | 2,322,077 | ||
| Right of use asset (Note 16) | 2,469,327 | ||
| Intangible asset* | 872,545 | ||
| Accounts Payable | (175,512 | ) | |
| Lease liability | (2,469,327 | ) | |
| Net assets acquired | $ | 3,738,809 | |
| Cash paid | 1,235,873 | ||
| Shares issued | 2,458,470 | ||
| Holdback payable | 44,466 | ||
| Total consideration | $ | 3,738,809 |
*Intangible asset relates to favourable supply arrangements acquired as part of the business acquisition and is being amortized over the term of the existing facility lease.
7. Atlantic Acquisition
On April 15, 2021, the Company completed the acquisition of 100% of the common shares of GPU Atlantic. In consideration for 100% of GPU Atlantic, the Company paid total consideration of 5,000,000 common shares on closing valued at a total of $18.7 million (C$23.7 million). 1,000,000 of the common shares were allocated to a holdback and to GPU One earn-out upon delivery of certain earn-out conditions.
GPU Atlantic has a 50-megawatt data centre campus located in New Brunswick, Canada.
| Page 11 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
7. Atlantic Acquisition (continued…)
| Current assets | $ | 671,709 | |
|---|---|---|---|
| Data centre equipment | 12,898,994 | ||
| Land | 662,910 | ||
| Buiding | 4,576,290 | ||
| Sales taxes refunds | 75,780 | ||
| Intangible assets | 3,947,481 | ||
| Goodwill | 10,469,997 | ||
| Accounts payable | (3,198,591 | ) | |
| Long term debt | (11,410,351 | ) | |
| Net Assets Acquired | $ | 18,694,219 | |
| Consideration paid | 18,694,219 | ||
| Total Consideration | $ | 18,694,219 |
As part of the transaction, the Company also acquired a $10,898,353 (C$13,639,249) term loan (Note 15) included in the long-term debt acquired.
The purchase price allocation for acquisitions reflects various fair value estimates which are subject to change within the measurement period. The primary areas of purchase price allocation that are subject to change relate to the fair values of certain tangible assets, the valuation of intangible assets acquired, and residual goodwill. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company's consolidated financial statements and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected. The Company expects to finalize the accounting for the acquisition by March 31, 2022.
8. Investments
The Company's investment holdings that are not traded in active markets by the Company are considered investments. Investments are accounted for as financial assets which are initially recognized at fair value and subsequently measured through fair value through profit or loss
On April 21, 2021, the Company completed a share swap transaction with DeFi Technologies Inc. ("DeFi Technologies"), pursuant to which HIVE received 10,000,000 common shares of DeFi Technologies, in exchange for 4,000,000 common shares of the Company, valued at C$16.0 million.
As at June 30, 2021, in addition to the investment of Defi Technologies, the Company holds a number of non-material investments in both private and public companies. Investments were valued at $8,636,997 (March 31, 2021 - $981,736).
Realized gain on the sale of investments during the period ended June 30, 2021 was $nil (June 30, 2020 - $nil).
Unrealized loss on investments during the period ended June 30, 2021 was $5,808,523 (June 30, 2020 - $nil)
| Page 12 |
|---|
| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
9. Amounts Receivable and Prepaids
| June 30, 2021 | March 31, 2021 | |||
|---|---|---|---|---|
| Sales tax receivable | $ | 3,313,572 | $ | 3,586,643 |
| Prepaid expenses and other receivables | 2,337,981 | 1,922,498 | ||
| Energy tax receivable | 1,443,004 | 1,443,004 | ||
| Receivable on sale of subsidiary* | 1,815,964 | 1,815,964 | ||
| Total | $ | 8,910,521 | $ | 8,768,109 |
* Receivable is conditional upon ruling by the by the Swedish Tax Authority related to an ongoing value added tax process. If the ruling is favourable then the amounts will be received; otherwise the amounts will not be collectible. Management has assessed the collectibity using a probability model under a range of scenarios and this receivable reflects the results of that process.
10. Digital Currencies
As at June 30, 2021, the Company's digital currencies consisted of the below digital currencies, with a fair value of $82,157,798 (March 31, 2021 - $57,499,720). Digital currencies are recorded at their fair value on the date they are received as income from digital currency mining, and are revalued to their current market value less costs to sell at each reporting date.
The Company's holdings of digital currencies consist of the following:
| June 30, 2021 | March 31, 2021 | |||
|---|---|---|---|---|
| Ethereum | $ | 63,061,322 | $ | 38,640,733 |
| Ethereum Classic | 93,695 | - | ||
| Bitcoin | 19,002,781 | 18,858,987 | ||
| Total | $ | 82,157,798 | $ | 57,499,720 |
The continuity of digital currencies was as follows:
| June 30, 2021 | March 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Opening balance | $ | 57,499,720 | $ | 3,455,756 | ||
| Digital currency mined | 37,239,767 | 66,697,924 | ||||
| Digital assets received | - | 1,057,334 | ||||
| Digital currency sold | (9,705,262 | ) | (38,437,132 | ) | ||
| Revaluation adjustment | (2,876,427 | ) | 24,725,838 | |||
| Ending balance | $ | 82,157,798 | $ | 57,499,720 |
During the period ended June 30, 2021 the Company sold digital currencies for proceeds totalling $13,811,319 (June 30, 2020 - $6,400,887) with a cost of $9,705,262 (June 30, 2020 - $5,653,421), and recorded a gain on sale of $4,106,057 (June 30, 2020 - gain of $747,466).
| Page 13 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
11. Data Centre Equipment
| Cost | Data Centres | |
|---|---|---|
| Balance, March 31, 2020 | $ | 82,284,690 |
| Quebec acquisition (Note 6) | 2,322,077 | |
| Additions | 20,924,181 | |
| Balance, March 31, 2021 | 105,530,948 | |
| Atlantic acquisition (Note 7) | 18,138,194 | |
| Additions | 11,374,258 | |
| Balance, June 30, 2021 | $ | 135,043,400 |
| Accumulated depreciation and impairment | ||
| Balance, March 31, 2020 | $ | 75,868,990 |
| Depreciation | 8,063,155 | |
| Balance, March 31, 2021 | 83,932,145 | |
| Depreciation | 6,333,770 | |
| Balance, June 30, 2021 | $ | 90,265,915 |
| Carrying amount | ||
| Balance, March 31, 2021 | $ | 21,598,803 |
| Balance, June 30, 2021 | $ | 44,777,485 |
12. Deposits
The Deposits at June 30, 2021 and March 31, 2021 relate to required amounts on account with electricity providers in Sweden and deposit for equipment purchases, consisting of:
| Description | June 30, 2021 | March 31, 2021 | ||
|---|---|---|---|---|
| Vattenfall AB | $ | 1,589,377 | $ | 1,494,617 |
| Bodens Energi | 770,387 | 724,456 | ||
| Equipment Deposits | 56,200,194 | 43,313,678 | ||
| Total | $ | 58,559,958 | $ | 45,532,751 |
13. Convertible Loan
On January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the "Debentures"), for aggregate gross proceeds of $15,000,000 with U.S. Global Investors, Inc. ("U.S. Global"). The Interim Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global.
The Debentures mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures will be issued at par, with each Debenture being redeemable by the Company at any time, and convertible at the option of the holder into common shares (each, a "Share") in the capital of the Company at a conversion price of CAD$3.00 per Share. Interest will be payable monthly and principal will be payable quarterly. In addition, U.S. Global was issued 5.0 million common share purchase warrants (the "Warrants"). Each whole Warrant entitles U.S. Global to acquire one common at an exercise price of CAD$3.00 per Share for a period of three years from closing.
| Page 14 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
13. Convertible Loan (continued…)
The Company determined that the Convertible Loan contained an embedded derivative and that the conversion feature does not qualify as equity as it does not satisfy the "fixed for fixed" requirement as the number of potential common shares to be issued is contingent on a variable carrying amount for the financial liability. The financial liability is variable because the functional currency of Hive Blockchain Technologies Ltd. is Canadian dollars and the Convertible Loan is denominated in US dollars, therefore the amount of common shares to be issued depends on the foreign exchange rate at the date of settlement. Consequently, the conversion feature is classified as a derivative liability.
The Company allocated the proceeds of $15,000,000 first to derivative component for $8,560,630, with the residual value to the the liabliity component for $6,439,370. The derivative component was valued on initial recognition using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 0.69%; an expected volatility of 105%; an expected life of 2.71 years; a forfeiture rate of zero; and an expected dividend of zero.
Liability Component
| Balance, March 31, 2020 | $ | - | |
|---|---|---|---|
| Value on initial recognition | 6,439,370 | ||
| Principal payment | (658,333 | ) | |
| Accretion | 509,704 | ||
| Balance, March 31, 2021 | 6,290,741 | ||
| Principal payment | (750,000 | ) | |
| Accretion | 589,462 | ||
| Balance, June 30, 2021 | $ | 6,130,203 |
Derivative Component
| Balance, March 31, 2020 | $ | - |
|---|---|---|
| Value on initial recognition | 8,560,630 | |
| Change in fair value of liability | 857,702 | |
| Balance, March 31, 2021 | 9,418,331 | |
| Change in fair value of liability | 885,612 | |
| Balance, June 30, 2021 | $ | 10,303,943 |
The derivative component is re-valued each reporting period. As at June 30, 2021, the derivative component was revalued at $10,303,943 (March 31, 2021 - $9,418,331) using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 1.75%; an expected volatility of 105%; an expected life of 2.63 years; a forfeiture rate of zero; and an expected dividend of zero. Accordingly, the Company recorded a change in the fair value of the derivative liability of $885,612.
| Page 15 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
14. Loans Payable
As part of the Norway Acquisition (Note 5) the Company assumed loans with a principal balance of $2,559,599 (NOK 20,915,000). The loans from the Norway Acquisition are in default as at March 31, 2021. On May 10, 2021, the Company sold the Norway subsidiary (Note 5). A continuity of the loan balance from the date of the Norway Acquisition to March 31, 2021 is as follows:
| Norway | Boden | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (Notes 5) | (Note 25) | ||||||||
| Balance - March 31, 2020 | 2,713,073 | - | 2,713,073 | ||||||
| Additions (Note 25) | - | 18,361,495 | 18,361,495 | ||||||
| Interest | 207,678 | - | 207,678 | ||||||
| Foreign exchange movement | 251,338 | - | 251,338 | ||||||
| Balance - March 31, 2021 | 3,172,089 | 18,361,495 | 21,533,584 | ||||||
| Interest | 25,133 | - | 25,133 | ||||||
| Foreign exchange movement | 129,645 | - | 129,645 | ||||||
| Sale of Norway subsidiary (Note 5) | (3,326,867 | ) | - | (3,326,867 | ) | ||||
| Balance - June 30, 2021 | - | 18,361,495 | 18,361,495 | ||||||
| Less: Current portion | - | (1,224,102 | ) | (1,224,102 | ) | ||||
| Non-current portion | $ | - | $ | 17,137,393 | $ | 20,309,482 |
15. Term Loan
As part of the Atlantic acquisition (Note 7), the Company acquired a $10,898,353 (C$13,639,249) term loan. The facility bears interest at 3.33% per annum and has a maturity date of February 28, 2022. Principal payment of C$189,434 plus interest is payable monthly. The current portion of the loan was $2,273,208.
| Page 16 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
16. Right of Use Asset and Lease Liability
The Company adopted a new lease standard and recognized $360,361 of lease liability on April 1, 2019. The lease liability was measured at the present value of the remaining lease payments of $360,361 as of April 1, 2019, discounted using an incremental borrowing rate of that date of 6%. The Company recorded a right of use asset of the same amount which relates to its long-term office lease. Depreciation of the right of use asset is calculated using the straight-line method over the remaining lease term.
During the period ended June 30, 2021, the Company recognized interest expense on the lease liability of $40,881 (June 30, 2020 - $66,306) which was recorded within finance expense.
| Cost | Right of Use Assets | ||
|---|---|---|---|
| Balance, March 31, 2020 | $ | 2,790,800 | |
| Additions (Note 6) | 2,469,327 | ||
| Foreign exchange | 493,001 | ||
| Balance, March 31, 2021 | $ | 5,753,128 | |
| Foreign exchange | 200,983 | ||
| Balance, June 30, 2021 | $ | 5,954,111 | |
| Accumulated Depreciation | |||
| Balance, March 31, 2020 | $ | (550,526 | ) |
| Depreciation | (2,181,512 | ) | |
| Foreign exchange | (42,806 | ) | |
| Balance, March 31, 2021 | $ | (2,774,844 | ) |
| Depreciation | (580,962 | ) | |
| Foreign exchange | (117,358 | ) | |
| Balance, June 30, 2021 | $ | (3,473,164 | ) |
| Carrying Amount | |||
| Balance, March 31, 2021 | $ | 2,978,284 | |
| Balance, June 30, 2021 | $ | 2,480,947 | |
| Page 17 | |||
| --- | |||
| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | |||
| --- |
16. Right of Use Asset and Lease Liability (continued…)
| Lease Liability | |||
|---|---|---|---|
| Balance, March 31, 2020 | $ | 2,343,938 | |
| Additions (Note 6) | 2,469,327 | ||
| Lease payments made | (2,561,297 | ) | |
| Interest expense on lease liabilities | 236,600 | ||
| Foreign exchange | 575,271 | ||
| Balance, March 31, 2021 | $ | 3,063,839 | |
| Lease payments made | (704,089 | ) | |
| Interest expense on lease liabilities | 40,881 | ||
| Foreign exchange | 54,407 | ||
| 2,455,038 | |||
| Less: current portion | (1,512,367 | ) | |
| Balance, June 30, 2021 | $ | 942,671 | |
| Lease Disclosures | |||
| Interest expense on lease liabilities | $ | 40,881 | |
| Income from sub-leasing | $ | 1,019 | |
| Total cash outflow for leases | $ | 704,089 | |
| Maturity Analysis - Undiscounted Contractual Payments | |||
| Less than 1 year | $ | 1,598,563 | |
| 1 to 2 years | $ | 968,160 | |
| $ | 2,566,723 |
During the year ended March 31, 2020, the Company sub-leased the office space to an arm's length tenant. The Company has recorded a net investment in sublease of $360,361 measured at either an amount equal to the leased asset or the carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the incremental borrowing rate on April 1, 2019. The following is a reconciliation of the changes in the net investment in sublease:
| Balance, March 31, 2020 | $ | 234,152 | |
|---|---|---|---|
| Lease accretion | 9,786 | ||
| Receipts | (167,194 | ) | |
| Balance, March 31, 2021 | $ | 76,744 | |
| Lease accretion | 1,019 | ||
| Receipts | (42,630 | ) | |
| Balance, June 30, 2021 | $ | 35,133 | |
| Page 18 | |||
| --- | |||
| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | |||
| --- |
17. Commitments and Contingencies
(a) Service agreements
The Company has a service agreement to operate and maintain their data centre computing equipment for the purpose of mining crypto currency on the cloud. As part of the arrangement, proprietary software is installed on the Company's computing equipment to assist in optimizing the use of the equipment.
(b) Power purchase agreement
The Company has a supplemental power pricing arrangement that was entered into in order to fix 12 MW of electricity consumption each month at a set price. The fixed price agreement was assessed and is being accounted for as an executory contract whereby the monthly electricity costs are expensed as incurred.
(c) Capital and other commitments:
There were no capital or other commitments at the current or prior year end in addition to the commitments disclosed above.
(d) Obligations on Mining equipment
The Company had purchase commitments of $38,511,100.
18. Related Party Transactions
The Company had the following related party transactions not otherwise disclosed in these consolidated financial statements:
a) As at June 30, 2021, the Company had $41,149 (March 31, 2020 - $182,787) due to directors for the reimbursement of expenses included in accounts payable and accrued liabilities.
Key Management Compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
For the period ended June 30, 2021, key management compensation includes salaries and wages paid to key management personnel and directors of $140,547 (June 30, 2020 - $216,443) and share-based payments of $1,078,380 (June 30, 2020 - $371,602).
| Page 19 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
19. Equity
(a) Authorized
Unlimited common shares without par value
Unlimited preferred shares without par value
(b) Issued and fully paid common shares
During the period ended June 30, 2021, the Company:
- Issued 79,423 common shares for proceeds of C$158,846 ($127,827) pursuant to the exercise of 79,423 options at a price of C$2.00 per option.
- Issued 440,500 common shares with a value of $506,234 pursuant to the vesting of 440,500 restricted share-units. An amount of $272,143 was reallocated from reserves to share capital in connection with the vesting of these restricted share-units
- Issued 2,378,400 common shares (the "ATM Shares") pursuant to the ATM Equity Program for proceeds of C$9,306,469 ($7,554,266). The ATM Shares were sold at prevailing market prices, for an average price per ATM Share of C$3.91. Pursuant to the Equity Distribution Agreement associated with the Equity Distribution Agreement, a cash commission of $226,627 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Equity Distribution Agreement.
- Subsequent to the period ended June 30, 2021, the Company issued 4,980,000 common shares (the "ATM Shares") pursuant to the ATM Equity Program for proceeds of C$19,161,593 ($15,234,265). The ATM Shares were sold at prevailing market prices, for an average price per ATM Share of C$3.85. Pursuant to the Equity Distribution Agreement, a cash commission of $457,030 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Equity Distribution Agreement.
During the year ended March 31, 2021, the Company:
- Issued 15,000,000 common shares with a value of C$3,450,000 ($2,458,470) to Cryptologic Corp. in connection to the acquisition of 9376-9974 Quebec Inc.
- Issued 100,000 common shares with a value of C$22,875 ($24,448) to a contractor in exchange for services completed.
- Issued 1,626,000 common shares with a value of $584,244 pursuant to the vesting of 1,626,000 restricted share-units. An amount of $241,502 was reallocated from reserves to share capital in connection with the vesting of these restricted share-units
- Issued 7,476,972 common shares for proceeds of C$4,673,819 ($3,779,887) pursuant to the exercise of 187,500 options at a price of C$0.29, 5,625,000 options at a price of C$0.30 per option, 300,000 options at a price of C$0.62 per option, 1,344,472 options at a price of C$2.00 per option, and 20,000 options at a price of C$2.85 per option. An amount of $2,056,713 was reallocated from reserves to share capital in connection with the exercise of these options.
- Issued 16,363,500 common shares (the "ATM Shares") pursuant to the ATM Equity Program for proceeds of C$81,726,582 ($64,543,080). The ATM Shares were sold at prevailing market prices, for an average price per ATM Share of C$4.99. Pursuant to the Equity Distribution Agreement , a cash commission of $1,842,480 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Equity Distribution Agreement.
As at June 30, 2021 no common shares were held in escrow.
| Page 20 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
19. Equity (continued…)
(c) Stock options
The Company has established a rolling Stock Option Plan (the "Plan"). Under the Plan, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. The maximum term of each option shall not be greater than 10 years. The exercise price of each option shall not be less than the market price of the Company's shares at the date of grant. Options granted to Consultants performing Investor Relations activities shall vest over a minimum of 12 months with no more than 1/4 of such options vesting in any 3-month period. All other options vest at the discretion of the Board of Directors.
Following is a summary of changes in stock options outstanding for the period ended June 30, 2021:
| Weighted average | ||||
|---|---|---|---|---|
| Outstanding | exercise price | |||
| Balance, March 31, 2020 | 20,893,168 | C$ | 0.57 | |
| Granted | 1,138,000 | 4.52 | ||
| Forfeited | (1,000,000 | ) | 0.62 | |
| Exercised | (7,476,972 | ) | 0.63 | |
| Balance, March 31, 2021 | 13,554,196 | C$ | 0.87 | |
| Granted | 775,000 | 3.93 | ||
| Exercised | (79,423 | ) | 2.00 | |
| Balance, June 30, 2021 | 14,249,773 | C$ | 1.03 |
The stock options outstanding and exercisable as at June 30, 2021, are as follows:
| Outstanding | Exercisable | Exercise price | Expiry date | |
|---|---|---|---|---|
| 676,502 | 676,502 | C$ | 0.30 | September 14, 2022 |
| 10,000 | - | 3.14 | February 11, 2026 | |
| 50,000 | 10,000 | 2.99 | June 4, 2026 | |
| 5,075,000 | 5,075,000 | 0.30 | September 14, 2027 | |
| 1,042,771 | 1,042,771 | 2.00 | October 11, 2027 | |
| 250,000 | 250,000 | 2.00 | March 26, 2028 | |
| 2,000,000 | 2,000,000 | 0.62 | September 18, 2028 | |
| 500,000 | 500,000 | 0.27 | December 21, 2028 | |
| 2,812,500 | 1,757,812 | 0.29 | February 10, 2030 | |
| 100,000 | 50,000 | 0.38 | May 29, 2030 | |
| 8,000 | 8,000 | 2.16 | December 24, 2030 | |
| 1,000,000 | 125,000 | 5.00 | February 23, 2031 | |
| 175,000 | - | 5.03 | April 6, 2031 | |
| 550,000 | - | 3.67 | April 29, 2031 | |
| 14,249,773 | 11,495,085 |
Subsequent to June 30, 2021, the Company issued 136,154 common shares for proceeds of C$144,808 from the exercise of stock options.
| Page 21 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
19. Equity (continued…)
(d) Warrants
Following is a summary of changes in warrants outstanding for the period ended June 30, 2021:
| Warrants | Weighted average | ||
|---|---|---|---|
| outstanding | exercise price | ||
| Balance, March 31, 2020 | 1,250,000 | C$ | 1.24 |
| Issued | 5,000,000 | 3.00 | |
| Balance, March 31, 2021 and June 30, 2021 | 6,250,000 | C$ | 1.24 |
The warrants outstanding and exercisable as at June 30, 2021, are as follows:
| Outstanding | Exercisable | Exercise price | Expiry date | ||
|---|---|---|---|---|---|
| 1,250,000 | * | 400,000 | C$ | 1.24 | May 22, 2023 |
| 5,000,000 | 5,000,000 | C$ | 3.00 | January 12, 2024 | |
| 6,250,000 | 5,400,000 |
* Of the 1,250,000 warrants granted as part of the Norway Acquisition (Note 7), 400,000 vest upon the receipt of all regulatory permits required to commence construction of a digital currency mining data centre in Ballangen Norway. A further 450,000 warrants vest upon the commencement of the mining of digital currency or other revenue generating activity on the property.
(e) Restricted share-units
The Company has established a Restricted Share Unit Plan (the "RSU Plan"). Under the RSU Plan, together with any other share compensation arrangement, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. Currently, the RSU Plan has a limit of 10 million shares, which is not rolling. The Board may in its own discretion, at any time, and from time to time, grant RSUs to any employee, director or consultant of the Company 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. 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.
Following is a summary of changes in restricted share units outstanding for the period ended June 30, 2021:
| Outstanding | ||
|---|---|---|
| Balance, March 31, 2020 | 3,100,000 | |
| Granted | 310,000 | |
| Exercised | (1,626,000 | ) |
| Balance, March 31, 2021 | 1,784,000 | |
| Exercised | (440,500 | ) |
| Balance, June 30, 2021 | 1,343,500 |
Subsequent to June 30, 2021, the Company issued 77,000 common shares under the RSU plan.
| Page 22 |
|---|
| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
19. Equity (continued…)
(f) Share-based compensation
During the period ended June 30, 2021, $1,816,191 (June 30, 2020 - $153,557) of share-based compensation expense was recognized in relation to the vesting of options, and $506,234 (June 30, 2020 - $242,432) of share-based compensation expense was recognized in relation to the vesting of RSU's.
The following weighted average assumptions were used for the valuation of the stock options:
| 2021 | 2020 | |
|---|---|---|
| Risk-free interest rate | 0.42% | 1.32% |
| Expected life (years) | 5.00 | 6.00 |
| Annualized volatility | 105% | 120% |
| Dividend rate | 0.00% | 0.00% |
20. Income and Loss per Share
Income (loss) per common share represents net income (loss) for the period divided by the weighted average number of common shares outstanding during the period.
Diluted income (loss) per share is calculated by dividing the applicable net income (loss) by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period.
| Three months ended | Three months ended | |
|---|---|---|
| June 30, 2021 | June 30, 2020 | |
| Basic weighted average number of common shares outstanding | 376,609,984 | 367,151,232 |
| Effect of dilutive stock options and warrants | 13,238,585 | 9,080,751 |
| Effect of convertible loan | 5,809,283 | - |
| Diluted weighted average common shares outstanding | 395,657,852 | 376,231,983 |
21. General and Administrative Expenses
General and administrative expenses were comprised of the following for the periods ending:
| June 30, 2021 | June 30, 2020 | |||
|---|---|---|---|---|
| Management fees, salaries and wages | $ | 171,660 | $ | 119,771 |
| Marketing | 84,749 | 37,716 | ||
| Office, administration, and regulatory | 1,268,742 | 711,241 | ||
| Professional fees, advisory, and consulting | 789,722 | 75,832 | ||
| Total | $ | 2,314,873 | $ | 944,560 |
| Page 23 | ||||
| --- | ||||
| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) | ||||
| --- |
22. Financial Instruments and Risk Management
The fair values of investments were measured using the cost, market or income approaches. The investments measured at fair value are classified into one of the three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values, with the designation based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are:
Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3 Inputs: Unobservable inputs for the asset or liability (Unobservable inputs reflect management's assumptions on how market participants would price the asset or liability based on the information available).
Valuation of Assets that use Level 2 Inputs ("Level 2 Assets"). The fair value of Level 2 assets would use the quoted price from the exchanges which the Company most frequently uses, with no adjustment.
The Company is exposed, in varying degrees, to a variety of financial related risks. The fair value of the Company's financial instruments, including cash, amounts receivable, investments, and accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts as at June 30, 2021. The majority of cash is deposited in bank accounts held primarily with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.
For the custody of its digital currencies, the Company uses the services of two financial institutions through custodial agreements, one financial institution located in Liechtenstein and another in the United States.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by maintaining cash balances to ensure that it is able to meet its short term and long-term obligations as and when they fall due. The Company manages company-wide cash projections centrally and regularly updates projections for changes in business and fluctuations cause in digital currency prices and exchange rates.
| Page 24 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
22. Financial Instruments and Risk Management (continued…)
Foreign currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Company incurs in its operations as well as the currency in which the Company has historically raised capital.
The Company's presentation currency is the US dollar and major purchases are transacted in US dollars, while all financing to date has been completed in Canadian dollars. As the Company operates in an international environment, some of the Company's financial instruments and transactions are denominated in currencies other than an entity's functional currency. A portion of the Company's general and administrative costs are incurred mainly in currencies separate from each entity's functional currency, such as Swiss Francs, the Euro, the Swedish Krona, and Icelandic Krona. The fluctuation of these currencies in relation to the US dollar will consequently impact the profitability of the Company and may also affect the value of the Company's assets and liabilities and the amount of shareholders' equity.
The Company's net monetary position in the significant foreign currencies as of June 30, 2021 is summarized below with the effect on earnings before tax of a 10% fluctuation of each currency relative to the functional currency of the entity holding it to the USD dollar:
| Net Monetary Position | Impact of 10% variance | |
|---|---|---|
| June 30, 2021 | in foreign exchange rate | |
| (USD$ equivalent) | (in foreign currency) | |
| US Dollars | 23,196,323 | 2,108,757 |
| Canadian Dollars | 592,734 | 43,494 |
| Swiss Francs | (117,058) | 11,236 |
| Swedish Krona | 527,807 | 5,498 |
| Icelandic Krona | 753,945 | 543 |
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to interest rate risk is limited and only relates to its ability to earn interest income on cash balances at variable rates. Changes in short term interest rates will not have a significant effect on the fair value of the Company's cash account.
Price Risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to any significant price risks with respect to its financial instruments.
| Page 25 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
23. Digital Currency and Risk Management
Digital currencies are measured using Level 2 inputs (Note 10).
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its coin sales or future mining of digital currencies.
Digital currencies have a limited history and the fair value historically has been very volatile. Historical performance of digital currencies are not indicative of their future price performance. The Company's digital currencies currently consist of Ethereum, Ethereum Classic, and Bitcoin. The table below shows the impact of the 25% variance in the price of each of these digital currencies on the Company's earnings before tax, based on their closing prices at June 30, 2021.
| Impact of 25% variance in price | ||
|---|---|---|
| Ethereum | $ | 15,765,331 |
| Ethereum Classic | 23,424 | |
| Bitcoin | 4,758,195 |
24. Capital Management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital and reserves.
The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.
The Company is not subject to externally imposed capital requirements and the Company's overall strategy with respect to capital risk management remains unchanged from the year ended March 31, 2021.
| Page 26 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
25. Loss on Sale of Swedish Subsidiary
On March 31, 2021, the Company completed the sale of the net assets of Boden Technologies AB:
| Consideration: | |||
|---|---|---|---|
| Cash | $ | 10 | |
| Receivable^1^ | 1,821,454 | ||
| 1,821,464 | |||
| Less: Net assets derecognized | (25,263,683 | ) | |
| Loss on disposal | $ | (23,442,219 | ) |
1) Receivable is conditional upon ruling by the by the Swedish Tax Authority related to an ongoing value added tax process. If the ruling is favourable then the amounts will be received; otherwise the amounts will not be collectible. Management has assessed the collectability using a probability model under a range of scenarios and this receivable reflects the results of that process.
| March 31, 2021 | ||
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash and equivalents | $ | 464,123 |
| Amounts receivable and prepaids | 7,693,866 | |
| 8,157,989 | ||
| Receivable from Bikupa | 18,361,495 | |
| Data centre equipment | - | |
| Deposits | - | |
| Investment in sublease | - | |
| Right of use asset | - | |
| Total assets | $ | 26,519,484 |
| Liabilities and equity | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities | $ | 1,255,801 |
| Lease liability | - | |
| Total liabilities | 1,255,801 | |
| Net Assets | $ | 25,263,683 |
As part of the sale, the Company incurred a loan payable of $18,361,495 to Boden, of which $1,223,702 is current. The loan payable has an amortization term of 15 years under which annual principal and interest payments are required. Interest is set at the Swedish Government Borrowing Rate +1% . The loan payable is contingently forgiven based on a favourable ruling from the Swedish Tax Authority on the ongoing value tax assessment.
| Page 27 |
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| HIVE Blockchain Technologies Ltd. <br>Notes to the Condensed Interim Consolidated Financial Statements<br>For the three months ended June 30, 2021<br>(Expressed in US dollars unless otherwise indicated)<br>(Unaudited) |
| --- |
26. Segmented Information
The Company operates in one segment, the mining and sale of digital currencies. External revenues are attributed by geographical location, based on the country from which services are provided.
| June 30, 2021 | Canada | Sweden | Iceland | Bermuda | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from digital currency mining | $ | - | $ | - | $ | - | $ | 37,239,767 | $ | 37,239,767 |
| June 30, 2020 | Canada | Sweden | Iceland | Total | ||||||
| Revenue from digital currency mining | $ | 6,580,282 | $ | - | $ | - | $ | 6,580,282 |
The Company's non-current tangible assets are located in the following jurisdictions:
| June 30, 2021 | Canada | Sweden | Iceland | Bermuda | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Data centre equipment | $ | 24,558,557 | $ | 12,245,311 | $ | 2,892,659 | $ | 5,080,958 | $ | 44,777,485 |
| ROU Asset | 1,747,345 | 733,602 | - | - | 2,480,947 | |||||
| $ | 26,305,902 | $ | 12,978,913 | $ | 2,892,659 | $ | 5,080,958 | $ | 47,258,432 | |
| March 31, 2021 | Canada | Sweden | Iceland | Total | ||||||
| Data centre equipment | $ | 5,519,758 | $ | 12,849,969 | $ | 3,229,076 | $ | 21,598,803 | ||
| ROU Asset | 1,928,889 | 1,049,395 | - | 2,978,284 | ||||||
| $ | 7,448,646.87 | $ | 13,899,364 | $ | 3,229,076 | $ | 24,577,087 | |||
| Page 28 | ||||||||||
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HIVE Blockchain Technologies Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com
| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
|---|
The following discussion is management's assessment and analysis of the results of operations, cash flows and financial condition of HIVE Blockchain Technologies Ltd. ("HIVE" or the "Company") on a consolidated basis for the three months ended June 30, 2021, and should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes for the three months ended June 30, 2021. These documents and additional information regarding the business of the Company are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com, and the Company's website at www.hiveblockchain.com. The preparation of financial data is in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and all figures are reported in United States dollars unless otherwise indicated.
This Management's Discussion & Analysis contains information up to and including October 1, 2021.
BUSINESS OVERVIEW
HIVE Blockchain Technologies Ltd. is a growth oriented, TSX Venture Exchange ("TSXV") and Nasdaq's Capital Markets Exchange ("NASDAQ") listed company building a bridge from the blockchain sector to traditional capital markets. HIVE owns state-of-the-art green energy-powered data centre facilities in Canada, Sweden, and Iceland which produce newly minted digital currencies like Bitcoin and Ethereum continuously on the cloud. Our deployments provide shareholders with exposure to the operating margins of digital currency mining as well as a portfolio of crypto-coins. HIVE's cryptocurrency mining operations are all powered by green energy, either renewable hydroelectricity or geothermal energy, with the major data centres being: 1) A Bitcoin mining operation at a leased facility in Quebec, Canada, currently equipped with approximately 4,800 new generation ASIC mining rigs with an aggregate operating hash rate of approximately 495 petahashes per second (PH/s), utilizing approximately 27 megawatts (MW) power but with available power capacity of 30 MW.; 2) A Bitcoin mining operation at an owned facility in New Brunswick, Canada, currently equipped with approximately 7,400 new generation ASIC mining rigs with an aggregate operating hash rate of approximately 600 PH/s, utilizing approximately 23 MW power but with available power capacity of 30 MW.; 3) In Sweden, a leased facility equipped with approximately 13,900 custom and efficient GPU rigs with an aggregate operating hash rate of approximately 3,300 gigahashes per second (GH/s) currently mining Ethereum and utilizing approximately 17 MW power; and, 4) In Iceland, a leased facility equipped with approximately 2,600 custom and efficient GPU rigs with an aggregate operating hash rate of approximately 550 GH/s currently mining Ethereum and Ethereum Classic while utilizing approximately 3.5 MW power. Except for the hosting that is being done in New Brunswick, all the mining power is being utilized by HIVE for self-mining. These operations provide shareholders with exposure to the operating margins of digital currency mining which the Company believes is currently the most profitable application of the Company's computing power.
The Company recognizes revenue from the provision of transaction verification services, known as 'cryptocurrency mining', for which the Company receives digital currencies and records them at their fair value on the date received.
Q1 Quarterly Highlights- June 30, 2021
- Generated revenue from digital currency mining of $37.2 million, with a gross mining margin^1^ of $31.0 million
- Mined 225 Bitcoin and over 9,700 Ethereum during the three-month period ended June 30, 2021
- Earned net income of $18.5 million for the period
- Working capital increased by $19.4 million during the three-month period ended June 30, 2021
- Digital currency assets of $82.2 million, as at June 30, 2021
________________________________ ^1^Non-IFRS measure. A reconciliation to its nearest IFRS measures is provided under "Reconciliations of Non-IFRS Financial Performance Measures" below.
| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
|---|
The Company is a reporting issuer in each of the Provinces and Territories of Canada and is listed for trading on the TSXV, under the symbol "HIVE.V", as well as on the NASDAQ under "HIVE" and on the Open Market of the Frankfurt Stock Exchange under HBF. The Company's head office is located at Suite 855, 789 West Pender Street, Vancouver, BC, V6C 1H2, and the Company's registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3.
| DEFINED TERMS | |
|---|---|
| ASIC: | An ASIC (application-specific integrated circuit) is a microchip designed for a special application, such as a particular kind of transmission protocol or a hand-held computer. In the context of digital currency mining ASICs have been designed to solve specific hashing algorithms efficiently, including for Bitcoin mining. |
| --- | --- |
| Bitcoin or BTC | Bitcoin refers to the native token of the Bitcoin network which utilizes the SHA-256 algorithm. Bitcoin is a peer-to-peer payment system and the digital currency of the same name which uses open source cryptography to control the creation and transfer of such digital currency. |
| Bitcoin Network | The network of computers running the software protocol underlying Bitcoin and which network maintains the database of Bitcoin ownership and facilitates the transfer of Bitcoin among parties. |
| Blockchain | A Blockchain is an immutable, decentralized public transaction ledger which records transactions, such as financial transactions in cryptocurrency, in chronological order. Bitcoin and Ethereum are the largest examples of a public blockchain. |
| Ether or ETH or Ethereum: | Ether, ETH or Ethereum refers to the native token of the Ethereum Network which utilizes the ethash algorithm. Ethereum is a global, open-source platform for decentralized applications. Ethereum, ETH and Ether are used interchangeably to refer to the cryptocurrency. |
| EthereumClassic : | Ethereum Classic refers to the native token of the Ethereum Classic Network. |
| GPU: | A GPU or Graphics Processing Unit, is a programmable logic chip (processor) specialized for display functions. GPUs have proven to be efficient at solving digital currency hashing algorithms. |
| Hashrate: | Hashrate is a measure of mining power whereby the expected revenue from mining is directly proportional to a miner's hashrate normalized by the total hashrate of the network. |
| Mining: | Mining refers to the provision of computing capacity (or hashing power) to secure a distributed network by creating, verifying, publishing and propagating blocks in the blockchain in exchange for rewards and fees denominated in the native token of that network (i.e. Bitcoin or Ethereum, as applicable) for each block generated. |
| Network<br><br> <br>Difficulty: | Network difficulty is a measure of how difficult it is to find a hash below a given target. |
| Proof of Work: | Under proof of work consensus miners performing computational work on the network update the ledger; miners are incentivized to protect the network and put forth valid transactions because they must invest in hardware and electricity for the opportunity to mine coins on the network. The success of a miner's business relies on the value of the currency remaining above the cost to create a coin. |
| Proof of Stake | Under proof of stake consensus stakers who have sufficiently large coin balances 'staked' on the network update the ledger; stakers are incentivized to protect the network and put forth valid transactions because they are heavily invested in the network's currency. |
| Revaluation of<br><br> <br>Digital<br><br> <br>Currencies: | Refers to the recognition of fair value adjustments to digital currency holdings based on available market prices at a point in time. |
| SHA-256: | SHA-256 is a cryptographic Hash Algorithm. A cryptographic hash is a kind of 'signature' for a text or a data file. SHA-256 generates an almost-unique 256-bit (32-byte) signature for a text. The most well-known cryptocurrencies that utilize the SHA-256 algorithm are Bitcoin and Bitcoin Cash. |
| Page 2 | |
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated | |
| --- | |
| OUTLOOK | |
| --- |
Operations
The Company has been continuing to utilize cash flows generated from its Ethereum mining operations to upgrade and expand its Ethereum mining equipment and to support the scaling up of its recently acquired Bitcoin mining operation in Canada.
COVID-19 and Upgrade Program
As it relates to the continuing impact from the COVID-19 virus, through the past year HIVE has enacted various measures to protect its employees and partners and prevent disruption to operations because of COVID-19, in alignment with local governments as well as national and international agency recommendations. These include ceasing non-essential travel and having employees work remotely. The Company has reduced staff on site at its locations through aggressive work at home policies; however, the Company has been able to maintain full uptime of its cryptocurrency mining operations and its data centres and its supply chain continues to operate with only minimal disruption. The Company operates with a lean administrative structure and has few employees, as cryptocurrency mining is not a human capital-intensive industry. The Company's data centres are in sparsely populated areas near the Arctic Circle in Europe, in rural Quebec and New Brunswick. Most operations management can be accomplished remotely, and any necessary equipment maintenance can be achieved by minimal staff utilizing personal protective equipment and maintaining physical distancing. However, the Company continues to be at risk of operational inefficiencies directly related to COVID-19 because of difficulties in the mobility of the Company's technical employees within Europe. These mobility issues have alleviated somewhat but continue to be present. The Company continues to caution that current global uncertainty with respect to the spread of the COVID-19 virus and emerging variants and its effect on the broader global economy may have a significant negative effect on the Company. While the precise impact of the COVID-19 virus on the Company remains unknown, the rapid spread of the COVID-19 virus may have a material adverse effect on global economic activity and can result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company.
HIVE has undertaken a program to upgrade and expand its GPU equipment to maintain its Ethereum mining industry footprint. HIVE had intended to complete this project by the end of calendar 2020, however the negative impact on the global supply chain related to the COVID-19 pandemic has presented challenges including increased shipping costs and obtaining equipment from China on a timely basis, which has extended this project into calendar 2021. Additionally, the Company faces uncertainty in the availability of equipment from suppliers as it relates to the Company's ASIC equipment. These continuing challenges are not just impacting our operations but are impacting all industries with one of the most vocal being the auto industry who because of a lack of semiconductors and microchips have had to cut back on car and truck production. In addition, the cost of air and sea freight have surged over 100%. The chip shortage, high shipping costs, and challenging logistical processes are a global effect associated with the COVID-19 pandemic.
Even though the COVID-19 pandemic affects have negatively impacted HIVE, we were resilient and committed to successfully complete 2 major acquisitions, and even with the global supply chain delays experienced we have been able to expand our footprint in Canada for green and clean coins.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
| --- |
Ethereum Mining Industry Revenues of U.S. dollars per Day for each 1 Megahash per second of computing power;
September 1, 2020 - September 28, 2021

Source: bitinfocharts.com
- Bitcoin market conditions for miners during Summer 2021 were similar to the strongly favourable conditions from February to May 2021, where $/TH/day revenues were between 25 to 45 CAD cents. This is a result of the large decrease in Difficulty, as a large amount of the Bitcoin network hashrate came offline (with China banning cryptomining). While Bitcoin prices have corrected to the low to mid $40,000 USD range in the past 2 weeks of September 2021, mining profitability has still maintained in the 30 cent range. Still favourable, and while not as high as the peaks earlier this year, still current mining economics are still strong on a historical basis (comparing the last 3 years), and also are very profitable across the board for all of HIVE's Bitcoin operations.
- Similarly for Ethereum mining, the economics have remained strong after the London hardfork in early August. There was a lot of speculation that the new fee structure for miners (originally designed to lower transaction fees to make Ethereum an economical blockchain for end users) would have a negative impact on profitability. What has actually transpired is we have seen consistent mining economics in the 60 days following the London hard fork (approximately 6 to 11 cents per MH/s per day) that were in fact better than the preceding 60 day before the London hardfork (approximatey 6 to 8 cents per MH/s per day). The Company believes the outlook for Ehtereum mining is positive, and will continue to be very profitable as there is increased volume and adoption of users on the Ethereum blockchain, as excessively high transaction fees are no longer (as seen in May 2021 which put mining revenues at 25 cents per MH/s per day, which were disproportionately high on a historical basis, and which the London hardfork was designed to prevent, as it made it prohibitively expensive for most users). In fact, current Ethereum mining economics are substantially better than in late 2020, well before the London hard fork.
- Ongoing production and delivery delays continue to be experienced at some of the major mining equipment manufacturers, it is likely that network difficulty may rise significantly in the future if prices continue to increase, and the production and delivery delays are solved at the manufacturers and their latest generation of mining equipment is delivered to miners and put into production. It is questionable if all of the equipment that has been announced will be able to be delivered as reported. If Bitcoin price rises in step with the increase in Difficulty, Bitcoin mining market conditions would be preserved, otherwise the rise in Difficulty will negatively impact Bitcoin mining market conditions.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
| --- |
Bitcoin Mining Industry Revenues of U.S. dollars per Day for each 1 Terahash per second of computing power:
September 1, 2020 - September 28, 2021

Source: bitinfocharts.com
Industry subject to evolving regulatory and tax landscape
Both the regulatory and tax landscape for digital companies is constantly evolving. This applies as well to the emerging blockchain, distributed ledger, technology industry and the mining, use, sale and holding of tokens, or digital currencies, related to blockchain technology networks.
Operating in an emerging industry, the Company must constantly adapt to significant changes in regulatory, tax and industry rules and guidelines and obtains regulatory and tax advice from external global experts in this regard. However, regulations and the rules, rates, interpretations, and practices related to taxes, including consumption taxes such as value added taxes (VAT), are also constantly changing. For example, in 2019, in the second quarter of fiscal 2020, the Company recorded a provision for potential VAT in Switzerland related to historical periods. However, subsequently, the Company obtained tax advice from major international tax lawyers and accountants that this amount was an overstatement and would not need to be paid and it was therefore reversed in the third quarter of fiscal 2020.
The Company's headquarters are in Vancouver, British Columbia, Canada and as such is subject to the jurisdiction of the laws of B.C. and Canada. The Company intends to manage its data centres and trading operations from Bermuda, to simplify tax expectations and extend its eligible trading window for its cryptocurrencies, as Bermuda is under the Atlantic Standard Time zone.
However, the Company also has assets in a variety of other countries and is subject to changes in political conditions and regulations within these markets. Changes, if any, in policies or shifts in political attitude could adversely affect the Company's operations or profitability.
Operations may be affected in varying degrees by government regulations and decisions with respect to, but not limited to, restrictions on price controls, currency remittance, income and consumption taxes, foreign investment, maintenance of claims, environmental legislation, land use, electricity use and safety. Additionally, cryptocurrency prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond the Company's control, including hacking, demand, inflation, and expectations with respect to the rate of inflation, global or regional political or economic events.
On-going and future regulatory or tax changes, actions or decisions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company's operations. The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine is impossible to predict, but such change could be substantial and adverse to the Company.
| Page 5 |
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
| --- |
For example, governments may in the future curtail or outlaw, the acquisition, use or redemption of cryptocurrencies. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation or prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company's common shares. Such a restriction could result in the Company liquidating its cryptocurrency inventory at unfavorable prices and may adversely affect the Company's shareholders.
The Company believes the present attitude to blockchain technology, and the digital currency mining industry is increasingly favourable in many countries, but conditions may change. Operations may be affected in varying degrees by government regulation with respect to restrictions on production, price controls, export controls, foreign exchange controls, income and other taxes, and environmental legislation.
| GENESIS SETTLEMENT AGREEMENT |
|---|
On June 28, 2019 the Company announced that they reached a settlement agreement with Genesis (the "Settlement Agreement") which positively resolved prior misunderstandings and disagreements. As part of the settlement the Company assumed responsibility for the operation of the Sweden and Iceland data centres from Genesis. As part of the agreement, for a period of three years, Genesis will be entitled to nominate one director to the HIVE board of directors provided it continues to hold no less than 10% of the Company's shares. To the best of the Company's knowledge, based on publicly available information on SEDI, Genesis remains a shareholder of HIVE, holding 8.43% on a non-diluted basis as at March 31, 2021, with 31,003,316 shares per public filings. Genesis is a provider of cryptocurrency mining hashpower services.
After the Settlement Agreement, the Company received invoices under the Master Services Agreement from Genesis which the Company is disputing on the basis, inter alia, that the Company believes Genesis is in breach of its obligations of general and preventative maintenance, monitoring, repair, in-warranty repair or replacement of defective equipment and components of the Company's equipment at the Iceland Facility.
Additionally, after the Settlement Agreement, the Company is disputing with Genesis the amounts owed to the Company under the Cloud Mining Agreement.
| NORWAY ACQUISITION |
|---|
In May 2018 the Company acquired Liv Eiendom AS ("Liv Eiendom") and Kolos Norway AS ("Kolos") for total consideration of $12.3 million.
The property was expected to provide access to low-cost power in a cold climate, sourced from green and renewable energy sources for future growth opportunities. However, in early December 2018 the Norwegian Parliament approved a legislative bill that cryptocurrency miners will no longer be subject to tax relief on power consumption at the same rate as other power-intensive industries.
Under the Norway agreement, as of March 31, 2021, the Company did not have rights to the land itself, but instead had the right to develop the land until certain provisions are met. These provisions include raising approximately $22 million (200 million Norwegian Krone) before March 2021 which if not done the local Ballangen municipality would have the right to take back the land. As a result, the land rights have been impaired, and the land has been written down to $nil for accounting purposes.
On May 10, 2021, the Company sold its Norwegian subsidiary Kolos to the local community under a share purchase agreement. Under the agreement the Company transferred all the shares to the municipality, along with a $200,000 payment.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| BLOCKBASE STRATEGIC PARTNERSHIP |
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In August 2019, the Company entered into a strategic partnership with Blockbase Group DWC-LLC ("Blockbase") to replace Genesis as the facility operator for the Company's flagship Sweden operation, with an open-ended term. This transition was completed in November 2019. Under the agreement Blockbase will provide all things necessary for the configuration, management, operation, security, maintenance and support for the Company's Sweden facility. Blockbase's highly optimized software monitoring services are expected to enhance the efficiency of the Company's GPU mining operations while reducing costs. Additionally, HIVE has entered into direct agreements with suppliers such as the local electricity providers, which are now providing full transparency of costs at the Company's Swedish operations.
On June 1, 2020, the Company extended its partnership with Blockbase to be the facility operator for the Company's Iceland operation. HIVE will also work with Blockbase to undertake facility improvements and refurbish as necessary its mining rigs to improve mining efficiency
| QUEBEC ACQUISITION |
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On April 8, 2020 the Company completed its acquisition of 9376-9974 Inc. ("9376") a dedicated cryptocurrency mining operation at a leased facility located in Lachute, Quebec from Cryptologic Corp. ("Cryptologic").
In consideration for 100% of the common shares of 9376, the Company paid total consideration of $3,738,809 consisting of:
(i) Issuance of 15,000,000 common shares on closing valued at a price of C$0.23 per common share for a total of $2,458,470 (C$3,450,000); and
(ii) Cash payment of $1,235,873 (C$1,734,315) and holdback of $44,466.
The allocation of the total purchase price to the net assets acquired is as follows:
| Prepaid expenses | $ | 719,699 | |
|---|---|---|---|
| Data Centre Equipment (Note 11) | 2,322,077 | ||
| Right of use asset (Note 16) | 2,469,327 | ||
| Intangible asset* | 872,545 | ||
| Accounts Payable | (175,512 | ) | |
| Lease liability | (2,469,327 | ) | |
| Net assets acquired | $ | 3,738,809 | |
| Cash paid | 1,235,873 | ||
| Shares issued | 2,458,470 | ||
| Holdback payable | 44,466 | ||
| Total consideration | $ | 3,738,809 |
*Intangible asset relates to favourable supply arrangements acquired as part of the business acquisition and is being amortized over the term of the existing facility lease.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| GPU ATLANTIC ACQUISITION |
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On April 15, 2021, the Company completed the acquisition of 100% of the common shares of GPU Atlantic. In consideration for 100% of GPU Atlantic, the Company paid total consideration of 5,000,000 common shares on closing valued at a total of $18.7 million (C$23.7 million). 1,000,000 of the common shares were allocated to a holdback and to GPU One earn-out upon delivery of certain earn-out conditions.
GPU Atlantic has a 50-megawatt data centre campus located in New Brunswick, Canada.
| Current assets | $ | 671,709 | |
|---|---|---|---|
| Data centre equipment | 12,898,994 | ||
| Land | 662,910 | ||
| Buiding | 4,576,290 | ||
| Sales taxes refunds | 75,780 | ||
| Intangible assets | 3,947,481 | ||
| Goodwill | 10,469,997 | ||
| Accounts payable | (3,198,591 | ) | |
| Long-term debt | (11,410,351 | ) | |
| Net Assets Acquired | $ | 18,694,219 | |
| Consideration paid | 18,694,219 | ||
| Total Consideration | $ | 18,694,219 | |
| INVESTMENT IN DeFi | |||
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On April 21, 2021, the Company completed a share swap transaction with DeFi Technologies Inc. ("DeFi Technologies"), pursuant to which HIVE received 10,000,000 common shares of DeFi Technologies, in exchange for 4,000,000 common shares of the Company, valued at C$16.0 million.
| CONVERTIBLE DEBENTURE |
|---|
On January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the "Debentures"), for aggregate gross proceeds of $15,000,000 with U.S. Global Investors, Inc. ("U.S. Global"). The Interim Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global.
The Debentures will mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures will be issued at par, with each Debenture being redeemable by HIVE at any time, and convertible at the option of the holder into common shares (each, a "Share") in the capital of the Company at a conversion price of CAD$3.00 per Share. Interest will be payable monthly, and principal will be payable quarterly. In addition, U.S. Global will be issued 5.0 million common share purchase warrants (the "Warrants"). Each whole Warrant will entitle U.S. Global to acquire one common at an exercise price of CAD$3.00 per Share for a period of three years from closing.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| AT-THE-MARKET EQUITY PROGRAM |
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On February 2, 2021, the Company entered into an equity distribution agreement ("Equity Distribution Agreement") with Canaccord Genuity Corp. Under the Equity Distribution Agreement, the Company may, from time to time, sell up to US$100 million of common shares in the capital of the Company (the "ATM Equity Program"). The Company intends to use the net proceeds of the ATM Equity Program, 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.
For the quarter ended June 30, 2021, the Company issued 2,378,400 common shares (the "ATM Shares") pursuant to the ATM Equity Program for proceeds of C$9,306,469 ($7,554,266). The ATM Shares were sold at prevailing market prices, for an average price per ATM Share of C$3.91. Pursuant to the Equity Distribution Agreement, a cash commission of $226,627 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Equity Distribution Agreement.
Subsequent to the first quarter ended June 30, 2021 to the date of this report, the Company issued 4,980,600 common shares (the "ATM Shares") pursuant to the ATM Equity Program for proceeds of C$19,161,593 ($15,234,265). The ATM Shares were sold at prevailing market prices, for an average price per ATM Share of C$457,030. Pursuant to the Equity Distribution Agreement, a cash commission of $3.85 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Equity Distribution Agreement.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| CONSOLIDATED RESULTS OF OPERATIONS |
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Below is an analysis of the Company's revenue and gross mining margin:
| Q1 2022 | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from digital currency mining | $ | 37,239,767 | $ | 33,420,171 | $ | 13,707,879 | $ | 12,989,592 | $ | 6,580,282 | |||||
| Operating and maintenance | (6,220,684 | ) | (5,726,129 | ) | (3,078,934 | ) | (3,780,716 | ) | (3,987,271 | ) | |||||
| Depreciation | (6,899,182 | ) | (5,035,231 | ) | (2,476,592 | ) | (1,796,774 | ) | (1,629,869 | ) | |||||
| 24,119,901 | 22,658,811 | 8,152,353 | 7,412,102 | 963,142 | |||||||||||
| Gross mining margin | 31,019,083 | 27,694,042 | 10,628,945 | 9,208,876 | 2,593,011 | ||||||||||
| Gross mining margin % (1) | 83% | 83% | 78% | 71% | 39% | ||||||||||
| Gross margin % | 65% | 68% | 59% | 57% | 15% | ||||||||||
| Revaluation gain of digital currencies (2) | (3,426,017 | ) | 16,090,102 | 6,315,970 | 993,902 | 1,325,864 | |||||||||
| Gain on sale of digital currencies | 4,106,057 | 3,841,993 | 1,679,213 | 1,729,821 | 747,466 | ||||||||||
| Hosting revenue | 1,742,906 | 410,704 | 393,518 | 191,800 | - | ||||||||||
| Share based compensation | (2,322,426 | ) | (534,193 | ) | (209,726 | ) | (514,438 | ) | (395,989 | ) | |||||
| General expenses | (2,314,873 | ) | (3,102,849 | ) | (911,076 | ) | (183,660 | ) | (944,560 | ) | |||||
| Foreign exchange gain (loss) | 528,868 | (367,219 | ) | 1,746,573 | (302,943 | ) | 217,525 | ||||||||
| Realized gain on investments | - | - | 6,639 | - | - | ||||||||||
| Unrealized (loss) gain on investments | (5,808,523 | ) | 645,383 | 148,967 | - | - | |||||||||
| Change in fair value of derivative liability | (885,612 | ) | (857,702 | ) | - | - | - | ||||||||
| Gain (loss) on sale of subsidiary | 3,171,275 | (23,442,219 | ) | - | - | - | |||||||||
| Finance expense | (319,644 | ) | (871,941 | ) | (111,918 | ) | (115,611 | ) | (114,754 | ) | |||||
| Tax expense | - | (151,366 | ) | - | - | - | |||||||||
| Net income from continuing operations | 18,591,912 | $ | 14,319,504 | $ | 17,210,513 | $ | 9,210,973 | $ | 1,798,694 | ||||||
| EBITDA (1) | 26,134,313 | $ | 20,378,042 | $ | 19,799,023 | $ | 11,123,358 | $ | 3,543,317 | ||||||
| Adjusted EBITDA (1) | 29,597,093 | $ | 29,122,054 | $ | 13,692,779 | $ | 10,643,894 | $ | 2,613,442 |
(1) Non-IFRS measure. A reconciliation to its nearest IFRS measures is provided under "Reconciliations of Non-IFRS Financial Performance Measures" below.
(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
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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Revenue from Digital Currency Mining
For the three months ended June 30, 2021, revenue was $37.2 million, an increase of approximately 465% from the prior year. The increase was primarily due to an increase in cryptocurrency prices, the increased production of Bitcoin with the Quebec and Atlantic facility acquisition and the purchase of miners for that facility.
Gross Mining Margin and Gross Mining Margin %
For the three months ended June 30, 2021, HIVE's gross mining margin percentage was 83% against 39% for the prior year.
The Company's gross mining margin from digital currency mining is partially dependent on various external network factors including mining difficulty, the amount of digital currency rewards and fees it receives for mining, and the market price of the digital currencies at the time of mining.
The average monthly Ethereum market data from April 2021 to June 2021 was as follows:
| April | May | June | Average | |||||
|---|---|---|---|---|---|---|---|---|
| Ethereum | 2021 | 2021 | 2021 | YTD F2022 | ||||
| Average price | $ | 2,298 | $ | 3,141 | $ | 2,336 | $ | 2,597 |
| Average daily total miner revenue in ETH, i.e. fees plus newly minted coins | 24,047 | 23,012 | 15,813 | 20,980 | ||||
| Average daily hashrate | 529,139 | 604,692 | 559,149 | 564,770 |
Sources: Coinmarketcap.com, Etherscan.io
The average monthly Ethereum market data from April 2020 to March 2021 was as follows:
| April | May | June | July | August | September | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ethereum | 2020 | 2020 | 2020 | 2020 | 2020 | 2020 | ||||||||
| Average price | $ | 172 | $ | 208 | $ | 236 | $ | 259 | $ | 402 | $ | 368 | ||
| Average daily total miner revenue in ETH, i.e. fees plus newly minted coins | 14,221 | 15,179 | 16,728 | 17,704 | 22,774 | 28,559 | ||||||||
| Average daily hashrate | 176,715 | 181,900 | 185,854 | 191,035 | 208,026 | 244,137 | ||||||||
| October | November | December | January | February | March | Average | ||||||||
| Ethereum | 2020 | 2020 | 2020 | 2021 | 2021 | 2021 | F2021 | |||||||
| Average price | $ | 376 | $ | 486 | $ | 622 | $ | 1,203 | $ | 1,700 | $ | 1,737 | $ | 648 |
| Average daily total miner revenue in ETH, i.e. fees plus newly minted coins | 18,430 | 17,843 | 19,130 | 22,350 | 28,672 | 25,570 | 20,597 | |||||||
| Average daily hashrate | 261,013 | 271,021 | 286,378 | 327,932 | 392,202 | 447,510 | 264,477 |
Sources: Coinmarketcap.com, Glassnode.com, Etherscan.io
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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For your reference is an Ethereum price vs Ethereum miners' revenues in Ether block rewards and transaction fees vs network hash rate* chart for the 24-month period from July 2019 to June 2021:

Source: Glassnode.com
* Network Hash rate - The historical measure of the processing power of the Ethereum network.
The average monthly Bitcoin market data from April 2021 to June 2021 was as follows:
| April | May | June | Average | |||||
|---|---|---|---|---|---|---|---|---|
| Bitcoin | 2021 | 2021 | 2021 | YTD F2022 | ||||
| Average price | $ | 57,207 | $ | 46,443 | $ | 35,845 | $ | 46,498 |
| Average daily total miner revenue in BTC, i.e. fees plus newly minted coins | 994 | 978 | 776 | 916 | ||||
| Average daily difficulty (in millions) | 23,317,563 | 23,162,908 | 20,408,893 | 22,282,732 |
Sources: Coinmarketcap.com, Glassnode.com, Blockchain.com
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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The average monthly Bitcoin market data from April 2020 to March 2021 was as follows:
| April | May | June | July | August | September | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bitcoin | 2020 | 2020 | 2020 | 2020 | 2020 | 2020 | ||||||||
| Average price | $ | 7,224 | $ | 9,263 | $ | 9,489 | $ | 9,590 | $ | 11,652 | $ | 10,660 | ||
| Average daily total miner revenue in BTC, i.e. fees plus newly minted coins | 1,908 | 1,283 | 990 | 1,007 | 1,020 | 1,026 | ||||||||
| Average daily difficulty (in millions) | 14,920,681 | 15,713,352 | 14,873,312 | 16,650,895 | 17,066,713 | 18,108,004 | ||||||||
| October | November | December | January | February | March | Average | ||||||||
| Bitcoin | 2020 | 2020 | 2020 | 2021 | 2021 | 2021 | F2021 | |||||||
| Average price | $ | 11,887 | $ | 16,646 | $ | 21,983 | $ | 34,762 | $ | 46,307 | $ | 54,998 | $ | 20,372 |
| Average daily total miner revenue in BTC, i.e. fees plus newly minted coins | 959 | 1,045 | 1,009 | 1,041 | 1,054 | 1,025 | 1,114 | |||||||
| Average daily difficulty (in millions) | 19,623,036 | 17,494,373 | 18,864,893 | 20,180,891 | 21,449,568 | 21,655,355 | 18,050,089 |
Sources: Coinmarketcap.com, Glassnode.com, Blockchain.com
For your reference is a Bitcoin price vs Bitcoin miners' revenues (in Bitcoin block rewards and transaction fees) vs block difficulty* chart for the 24-month period from July 2019 to June 2021:

Source: Glassnode.com
* Block Difficulty - A relative measure of how difficult it is to find a new block. The difficulty is adjusted periodically as a function of how much hashing power has been deployed by the network of miners.
The block reward is how new bitcoin is "minted" or brought into the economy. These rewards, which started at 50 Bitcoin at inception of the network in 2009, halve every 210,000 blocks, with the halving that occurred on May 11, 2020 resulting in a reward of 6.25 Bitcoin per block vs 12.5 immediately prior to the halving.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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Total Assets
Total assets increased to $247.4 million as at June 30, 2021 from $178.3 million at March 31, 2021, primarily due to the increase in data centre equipment by $23.2 million, increase in digital currencies by $24.7 million, increase in long term deposits by $13.0 million, increase in intangible asset by $14.4 million, increase in investments by $7.7 million partially offset by decrease in cash and equivalents by $13.4 million.
The significant assets consisted of cash of $26.9 million, amounts receivable and prepaids of $8.9 million, investments of $8.6 million, digital currencies of $82.2 million, data centre equipment of $44.8 million, long term deposits of $58.6 million and right of use assets of $2.5 million.
Total Liabilities
Total liabilities increased to $52.7 million as at June 30, 2021 from $43.9 million as of March 31, 2021, primarily due to an additional mortgage balance of $10.9 million associated with the New Brunswick acquisition.
| RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2021 |
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During the three-month period ended June 30, 2021, the Company recorded net income before tax of $18.6 million (Q4 F2021 - $1.8 million).
Revenue:
- Revenue of $37.2 million from the mining of digital currencies, including 9,700 Ethereum and 225 Bitcoin; and
- Hosting revenue of $1.7 million earned from the hosting of ASIC miners for clients.
Operating expenses:
- Operating and maintenance costs were $6.2 million consisting of fees paid to suppliers including local electricity providers, as well as service provider Blockbase, and includes electricity, daily monitoring and maintenance and all other costs directly related to the maintenance and operation of the data centre equipment; and
- Depreciation for the quarter of $6.9 million related to the Company's data centre equipment and right of use assets.
Gain on sale of digital currencies:
- The Company sold digital currencies and received proceeds of $13.8 million during the three-month period ended June 30, 2021; the Company recognized a gain on sale of $4.1 million in relation to the sale of digital currencies with a cost base of $9.7 million.
Revaluation of digital currencies:
- The Company recorded a loss of $3.4 million related to the quarterly revaluation of its portfolio of digital currencies.
Other items:
- Share based compensation expense of $2.3 million in relation to the options and restricted share units vested in the period;
- Foreign exchange gain of $0.5 million; and
- Finance expense of $0.3 million.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2020 |
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During the three-month period ended June 30, 2020, the Company recorded net income before tax of $1.8 million (Q1 F2020 - $5.6 million).
Revenue:
- Revenue of $6.6 million from the mining of digital currencies, including 25,572 Ethereum and 154 Bitcoin.
Operating expenses:
- Operating and maintenance costs were $4.0 million consisting of fees paid to suppliers including local electricity providers, as well as service provider Blockbase, and includes electricity, daily monitoring and maintenance and all other costs directly related to the maintenance and operation of the data centre equipment; and
- Depreciation for the quarter of $1.6 million related to the Company's data centre equipment and right to use assets.
Gain on sale of digital currencies:
- The Company continued to sell digital currencies and received proceeds of $6.4 million during the three-month period ended June 30, 2020; the Company recognized a gain on sale of $747,466 in relation to the sale of digital currencies with a cost base of $5.7 million.
Revaluation of digital currencies:
- The Company recorded a gain of $1.3 million related to the quarterly revaluation of its portfolio of digital currencies.
General and administrative expenses:
- Management fees, salaries, and wages of $119,771 relating to head office and overseas management and director fees;
- Marketing fees and branding fees of $37,716 in relation to marketing programs carried out concurrent with the ongoing branding of the Company's business;
- Office and administration expenses of $715,284 relating to general corporate expenditures for the Company's offices in Vancouver, Bermuda and Zug; and
- Professional fees, advisory and consulting of $75,832 consisting of legal, auditing and tax fees indirectly related to the Company's current and future growth plans and consulting fees in relation to corporate development and strategy services.
Other items:
- Share based compensation expense of $395,989 in relation to the options and restricted share units vested in the period;
- Foreign exchange gain of $217,525; and
- Finance expense of $114,754.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| SUMMARY OF QUARTERLY RESULTS |
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The following tables summarize the Company's financial information for the last eight quarters in accordance with IFRS:
| Q1 2022 | Q4 2021 | Q3 2021 | Q2 2021 | |
|---|---|---|---|---|
| $ | $ | $ | ||
| Revenue | 37,239,767 | 33,420,171 | 13,707,879 | 12,989,592 |
| Net income | 18,591,912 | 14,319,504 | 17,210,513 | 9,210,973 |
| Basic and diluted income per share | 0.05 | 0.04 | 0.05 | 0.03 |
| Restated | ||||
| Q1 2021 | Q4 2020 | Q3 2020 | Q2 2020 | |
| $ | $ | $ | ||
| Revenue | 6,580,282 | 5,251,311 | 5,003,944 | 10,626,000 |
| Net income (loss) | 1,798,694 | 921,201 | 3,388,016 | (11,526,822 |
| Basic and diluted income (loss) per share | 0.00 | 0.00 | 0.01 | (0.04 |
All values are in US Dollars.
| LIQUIDITY AND CAPITAL RESOURCES |
|---|
The Company commenced earning revenue from digital currency mining in mid-September 2017, however it has limited history and no assurances that historical performance will be indicative of future performance. The Company is reliant on external financing to take advantage of growth opportunities and its ability to continue as a going concern is dependent on the Company's ability to efficiently mine and liquidate digital currencies.
As at June 30, 2021, the Company had a working capital balance of $117.0 million (March 31, 2021 - $97.7 million) and currently has sufficient cash to fund its current operating and administrative costs.
The net change in the Company's cash position as at June 30, 2021 as compared to March 31, 2021 was a decrease of $13.4 million as a result of the following cash flows:
- Cash provided by operating activities of $5.4 million;
- Cash used in investing activities of $25.2 million related to the purchase of mining equipment, and deposits on mining equipment; and
- Cash provided by financing activities of $6.3 million due share offerings and the exercise of stock options, offset by lease and debt payments.
| OUTSTANDING SHARE DATA |
|---|
At June 30, 2021 and at the date of this report, the following securities were outstanding:
| Total Outstanding as of: | June 30, 2021 | Date of this <br>report: | Exercise price <br>range: |
|---|---|---|---|
| Shares outstanding | 379,610,359 | 384,803,513 | |
| Restricted Share Units | 1,343,500 | 1,266,500 | |
| Stock options | 14,249,773 | 14,113,619 | C$0.27 - C$5.03 |
| Warrants | 6,250,000 | 6,250,000 | C$1.24 - C$3.00 |
| Page 16 | |||
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated | |||
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| RECONCILIATIONS OF NON-IFRS FINANCIAL PERFORMANCE MEASURES | |||
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The Company has presented certain non-IFRS measures in this document. The Company believes that these measures, while not a substitute for measures of performance prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.
Gross Mining Margin:
The Company believes that, in addition to conventional measures prepared in accordance with IFRS, it is helpful to investors to use the gross mining margin to evaluate the Company's performance and ability to generate cash flows and service debt. The Gross mining margin is defined as the revenue from the mining of digital currencies less direct cash costs, being operating and maintenance costs. Accordingly, this measure does not have a standard meaning and is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
The following table provides illustration of the calculation of the gross mining margin for the last four quarters:
| Calculation of Gross Mining Margin: | Q1 2022 | Q4 2021 | Q3 2021 | Q2 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue (1) | $ | 37,239,767 | $ | 33,420,171 | $ | 13,707,879 | $ | 12,989,592 | ||||
| Less: | ||||||||||||
| Operating and maintenance costs: | (6,220,684 | ) | (5,726,129 | ) | (3,078,934 | ) | (3,780,716 | ) | ||||
| Gross Mining Margin | $ | 31,019,083 | $ | 27,694,042 | $ | 10,628,945 | $ | 9,208,876 | ||||
| Gross Mining Margin % | 83% | 83% | 78% | 71% |
(1) As presented on the statements of income (loss) and comprehensive income (loss).
EBITDA & Adjusted EBITDA
The Company uses EBITDA and Adjusted EBITDA as a metric that is useful for assessing its operating performance on a cash basis before the impact of non-cash items and acquisition related activities.
EBITDA is net income or loss from operations, as reported in profit and loss, before finance income and expense, tax and depreciation and amortization.
Adjusted EBITDA is EBITDA adjusted for removing other non-cash items, including share-based compensation, non-cash effect of the revaluation of digital currencies and one-time transactions.
The following table provides illustration of the calculation of EBITDA and Adjusted EBITDA for the last four quarters:
| Calculation of EBITDA & Adjusted EBITDA: | Q1 F2022 | Q4 F2021 | Q3 F2021 | Q2 F2021 | Q1 F2021 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net income | 18,915,487 | 14,319,504 | 17,210,513 | 9,210,973 | 1,798,694 | |||||
| Add the impact of the following: | ||||||||||
| Finance expense | 319,644 | 871,941 | 111,918 | 115,611 | 114,754 | |||||
| Depreciation | 6,899,182 | 5,035,231 | 2,476,592 | 1,796,774 | 1,629,869 | |||||
| Tax expense | - | 151,366 | - | - | - | |||||
| EBITDA | 26,134,313 | 20,378,042 | 19,799,023 | 11,123,358 | 3,543,317 | |||||
| Revaluation of digital currencies | 3,426,017 | (16,090,102 | ) | (6,315,970 | ) | (993,902 | ) | (1,325,864 | ) | |
| Revaluation of derivative liability | 885,612 | 857,702 | - | - | - | |||||
| Loss (gain) on sale of subsidiary | (3,171,275 | ) | 23,442,219 | - | - | - | ||||
| Share-based compensation | 2,322,426 | 534,193 | 209,726 | 514,438 | 395,989 | |||||
| Adjusted EBITDA | 29,597,093 | 29,122,054 | 13,692,779 | 10,643,894 | 2,613,442 |
(1) As presented on the statements of income (loss) and comprehensive income (loss).
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| RELATED PARTY TRANSACTIONS |
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The Company had the following related party transactions not otherwise disclosed in these consolidated financial statements:
(a) As at June 30, 2021, the Company had $41,149 (March 31, 2020 - $182,787) due to directors for the reimbursement of expenses included in accounts payable and accrued liabilities.
Key Management Compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.
For the period ended June 30, 2021, key management compensation includes salaries and wages paid to key management personnel and directors of $140,547 (June 30, 2020 - $216,443) and share-based payments of $1,078,380 (June 30, 2020 - $371,602).
| CRITICAL ACCOUNTING POLICIES AND ESTIMATES |
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The Company has prepared the consolidated financial statements in accordance with IFRS. Significant accounting policies are described in Note 5 of the Company's financial statements as at and for the year ended March 31, 2021.
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.
The Company's significant judgements are detailed in Note 3 to the condensed interim consolidated financial statements for the period ended June 30, 2021, and include: functional currency, classification of digital currencies as current assets, asset acquisitions, and revenue from digital currency mining.
The Company's significant estimates are detailed in Note 4 to the condensed interim consolidated financial statements for the period ended June 30, 2021 and include: determination of asset fair values and allocation of purchase consideration, carrying value of assets, depreciation, deferred taxes, digital currency valuation and share-based compensation.
| FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT |
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The Company is exposed, in varying degrees, to a variety of financial related risks. The fair value of the Company's financial instruments, including cash, amounts receivable and accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. The type of risk exposure and the way in which such exposure is managed is provided in Note 22 to the condensed interim consolidated financial statements for the period ended June 30, 2021.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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| DIGITAL CURRENCY AND RISK MANAGEMENT |
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Digital currencies are measured using level two fair values, determined by taking the rate from quoted price from the exchanges which the Company most frequently uses, with no adjustment.
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its coin sales or future mining of digital currencies.
Digital currencies have a limited history and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company's digital currencies currently consist of Ethereum, Ethereum Classic, and Bitcoin. The table below shows the impact of the 25% variance in the price of each of these digital currencies on the Company's earnings before tax, based on their closing prices at June 30, 2021.
| Impact of 25% variance in price | ||
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| Ethereum | $ | 15,765,331 |
| Ethereum Classic | 23,424 | |
| Bitcoin | 4,758,195 | |
| RISKS AND UNCERTAINTIES | ||
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The Company faces several risks that are related to both the general cryptocurrency business as well as the Company's business model. The risk factors described below summarize and supplement the risk factors contained in the Company's continuous disclosure filings, and this MD&A, all of which are available on SEDAR at www.sedar.com, and should be read in conjunction with the more detailed risk factors outlined therein.
The Company is at risk due to the volatility/momentum pricing of any underlying digital currency mined by the Company and held in inventory - wide fluctuations in price, speculation, negative media coverage (highlighting for example, regulatory actions and lawsuits against industry participants) and downward pricing may adversely affect investor confidence, and ultimately, the value of the Company's digital currency inventory which may have a material adverse affect on the Company, including an adverse effect on the Company's profitability from current operations. The Company is also at risk due to the volatility of network hashrates (and lag between network hashrate and underlying cryptocurrency pricing), which may have an adverse effect on the Company's costs of mining. The Company is also at risk due to volatility in energy (electricity) pricing, a key factor in the Company's profitability of its mining operations, which is subject to, among other things, government regulation and natural occurrences which affect pricing.
The Company holds it digital currencies in cold storage solutions not connected to the internet. The Company may not be able to liquidate its digital currency inventory at economic values, or at all. Due to the infancy of the cryptocurrency industry, the Company may have restricted access to services available to more mainstream businesses (for example, banking services). The general acceptance and use of digital currencies may never gain widespread or significant acceptance, which may materially adversely affect the value of the Company's digital currency inventory and long-term prospects of current operations.
An additional risk to the Company arises because of the potential shift from the use of a proof of work validation model by the Ethereum network to a proof of stake model. The current proposal for Ethereum's shift to proof of stake has several unknown variables, including uncertainty over timing, execution and ultimate adoption; and there is not yet a definitive plan that is established and approved. As a result of these uncertainties, the Company cannot estimate the impact of a potential change to proof of stake on operations but may see its competitive advantages decrease over time; this may have a material adverse effect on the Company.
The Company also faces risk relating to the impact of the timing and exchange rate fluctuations resulting from the remittance and receipt back of value added taxes where due, as well as risks related to the imposition and quantum of value added taxes in jurisdictions where the Company operates. Due to the newness of the industry, there exists the possibility that the tax treatment of digital currencies becomes less favourable, which could have a material adverse effect on the Company.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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The Company may be required to sell its digital currency inventory in order to pay for its ongoing expenses (and in particular, expenses to maintain the Company's facilities), and such sales may not be available at economic values.
The Company has only been able to insure its mined digital currency for an amount of $1.0 million. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally not available, or uneconomical for the Company to obtain which leads to the risk of inadequate insurance cover. The occurrence of an event that is not covered or fully covered by the Company's existing insurance may have a material adverse affect on the Company. Additionally, while the Company takes measure to mitigate against losses of this nature, the Company's mined digital currency may be subject to loss, theft or restriction on access, including loss due to cybercrime (hacking).
In terms of regulatory risks, governments may take action in the future that prohibit or restrict the right to acquire, own, hold, sell, use or trade digital currencies or exchange digital currencies for fiat currency. Such restrictions, while impossible to predict, could result in the Company liquidating its digital currencies inventory at unfavorable prices which may have a material adverse affect on the Company. The Company has liquidated a portion of coins, partially to mitigate against the aforementioned risk.
The Company also has risks associated with the continually evolving tax and regulatory environments in the countries we operate, as described more fully under the heading "Industry subject to evolving regulatory and tax landscape" in the Outlook section above. Any final decisions by tax or regulatory agencies with jurisdiction over the Company may have a material adverse impact on the Company's financial position and operations
The Company cautions that current global uncertainty with respect to the spread of the COVID-19 virus and its effect on the broader global economy may have a significant negative effect on the Company. In particular, as a result of the uncertainty surrounding the impact of COVID-19 on global supply chains, including increased shipping costs and delays in obtaining equipment from China, the Company faces risks that the Company's program to update and expand the Company's GPU equipment will not complete as currently anticipated, which may cause material adverse effects on the Company's operations and results. Further, while the precise impact of the COVID-19 virus on the Company remain unknown, rapid spread of the COVID-19 virus may have a material adverse effect on global economic activity and can result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company.
HIVE has undertaken a program to upgrade and expand its GPU equipment to maintain its Ethereum mining industry footprint. HIVE intended to complete this project by the end of 2020, however the negative impact on the global supply chain related to the COVID-19 pandemic has presented challenges including increased shipping costs and obtaining equipment from China on a timely basis, which has led to delays of the project into calendar 2021. Additionally, the Company faces uncertainty in the availability of equipment from suppliers as it relates to the Company's ASIC equipment.
| CAUTION REGARDING FORWARD LOOKING INFORMATION |
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This Management Discussion and Analysis contains certain "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information is based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Forward-looking information in this Management Discussion and Analysis includes information about the Company's use and profitability of the Company's computing power; plans for an aggressive growth and scaling up strategies; the Company's strategic partnership with Blockbase, including expected enhancements of the efficiency of the Company's GPU mining operations and reduced cost thereon; the Company's strategy to rapidly acquire, develop and operate data centres and potential growth of the Company's computing capacity; the Company's program to upgrade and expand its GPU equipment to maintain its Ethereum mining industry footprint, including timing thereon; expected electrical and mining capacity; the Company's plans to upgrade and expand its GPU equipment; the Company's plans to manage its data centres and trading operations from Bermuda; the value of the Company's digital currency inventory; the business goals and objectives of the Company, and other forward-looking information including but not limited to information concerning the intentions, plans and future actions of the Company.
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| HIVE Blockchain Technologies Ltd. <br>Management's Discussion and Analysis of Financial Condition and Results of Operations<br><br> <br>June 30, 2021<br><br> <br>Expressed in US Dollars unless otherwise indicated |
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The forward-looking information in this Management Discussion and Analysis 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 Management Discussion and Analysis, the Company has made assumptions about the expected delivery time for GPU equipment; 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.
This Management Discussion and Analysis also contains "financial outlook" in the form of gross mining margins, which are 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 Management Discussion and Analysis are based on the assumptions disclosed in this Management Discussion and Analysis, 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.
Risk factors that could cause future results to differ materially from those anticipated in these forward-looking statements and financial outlook are described in the Risk Factors contained in this Management Discussion and Analysis, and the Risk Factors contained the Company's various filings on SEDAR (www.sedar.com). Readers are cautioned not to place undue reliance on forward-looking information or financial outlook, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to forward-looking information or financial outlook that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events except as required by law.
| MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING |
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In connection with National Instrument ("NI") 52-109 (Certification of Disclosure in Issuer's Annual and Interim Filings) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed interim financial statements and the audited annual financial statements and respective accompanying Management's Discussion and Analysis.
Additional information relating to the Company is available on SEDAR at www.sedar.com.
| FURTHER INFORMATION |
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Additional information relating to the Company, including filings that the Company has made and may make in the future with applicable securities authorities, may be found on or through SEDAR at www.sedar.com or the Company's website at www.hiveblockchain.com. Additional information, including directors' and officers' remuneration and indebtedness, principal holders of Company's securities and securities authorized for issuance under equity compensation plans, is also contained in the Company's most recent management information circular for the most recent annual meeting of Shareholders of the Company. In addition to press releases, securities filings and public conference calls and webcasts, the Company intends to use its investor relations page on its website as a means of disclosing material information to its investors and others and for complying with its disclosure obligations under applicable securities laws. Accordingly, investors and others should monitor the website in addition to following the Company's press releases, securities filings, and public conference calls and webcasts. This list may be updated from time to time.
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HIVE Blockchain Technologies Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com
Form 52-109FV2
Certification of Interim Filings - Venture Issuer Basic Certificate
I, Frank Holmes, Interim Chief Executive Officer of HIVE Blockchain Technologies Ltd., certify the following:
Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of HIVE Blockchain Technologies Ltd. (the "issuer") for the interim period ended June 30, 2021.
No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: October 1, 2021.
| Signature: | "Frank Holmes" |
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| Frank Holmes, Interim Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
HIVE Blockchain Technologies Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com
Form 52-109FV2
Certification of Interim Filings - Venture Issuer Basic Certificate
I, Darcy Daubaras, Chief Financial Officer of HIVE Blockchain Technologies Ltd., certify the following:
Review: **** I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of HIVE Blockchain Technologies Ltd. (the "issuer") for the interim period ended June 30, 2021.
No misrepresentations: **** Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: **** Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: October 1, 2021.
| Signature: | "Darcy Daubaras" |
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| Darcy Daubaras, Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.