HIVE Digital Technologies Ltd 6-K, filed Mar 20, 2023
HIVE Digital Technologies Ltd. (HIVE)
About this 6-K
HIVE Digital Technologies Ltd filed this 6-K on March 20, 2023.
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 March, 2023
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): [ ]
EXPLANATORY NOTE
On March 20, 2023, HIVE Blockchain Technologies Ltd. (the "Company") announced that it has filed a preliminary short form base shelf prospectus (once filed in final form and receipted by the relevant Canadian securities regulatory authorities, the "Shelf Prospectus") with the securities commissions in each of the Provinces and Territories of Canada. The Shelf Prospectus, when made final or effective, will allow HIVE to offer up to USD$100,000,000 of common shares, preferred shares, subscription receipts, warrants, options or any combination thereof (collectively, the "Offered Securities") during the 25-month period that the Shelf Prospectus will be effective.
The Shelf Prospectus was filed with the securities regulatory authorities in each Province and Territory of Canada. The offer and sale of the Offered Securities has not been registered under the United States Securities Act of 1933, as amended. This Report on Form 6-K is not a prospectus and is not a solicitation or offer to buy or sell any securities in the United States.
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. | ||
| By: | /s/ Darcy Daubaras | |
| Name: Darcy Daubaras | ||
| Title: Chief Financial Officer | ||
Dated: March 20, 2023
HIVE Blockchain Provides February 2023 Production Update
Vancouver, British Columbia--(Newsfile Corp. - March 3, 2023) - HIVE Blockchain Technologies Ltd. (TSXV: HIVE) (NASDAQ: HIVE) (FSE: HBFA) (the "Company" or "HIVE") is pleased to announce the production figures from the Company's global Bitcoin operations for the month of February 2023, with 250 Bitcoin produced in February, and a current BTC HODL balance of approximately 2,340 Bitcoin mined utilizing computational power sourced from green energy. The Company notes it reached over 3 Exahash (EH) of Bitcoin mining capacity in February (all amounts in US dollars, unless otherwise indicated).
Summary Overview:
- HIVE produced 250 Bitcoin in the month of February, from ASIC and GPU mining operations, representing an average of 91 Bitcoin Per EH, with an average hashrate of 2.75 EH/s for the month of February 2023;
- HIVE reached its 3 EH/s target in late February by mining at full capacity of 3,080 PH/s in late February. HIVE ended the month with 2.81 EH/s of mining capacity;
- HIVE has installed over 4,200 BuzzMiners to date. HIVE has received over 5,600 Buzzminers in its data centers and continues to install them to increase overall hashrate;
- HIVE expects to receive an additional 645 BuzzMiners in the next 2 months, representing a total production quantity of 6,300 BuzzMiners powered by the Intel Blockscale ASIC for the initial production run. HIVE is the first company in the world to commercially deploy thousands of its own Bitcoin ASIC miners powered by the Intel Blockscale ASIC.
February 2023 Production Figures
Frank Holmes, Executive Chairman of HIVE, stated, "We are very happy to have produced 250 Bitcoin during the month. Our team has focused on profitability, with 25% gross mining margins in our recent fiscal quarter for the 3 months ending December 31, 2022. We seek to optimize our profit from gross mining margins, on a monthly basis, by optimizing the efficiency of our operating fleet, and strategically curtailing or grid balancing. As a result, our average cost of power globally was 3.4 cents per KWHR in our recent fiscal quarter. We view grid balancing as part of our core revenue and ESG strategy, and whenever possible, we seek to hedge energy prices."
If you have not seen our latest quarterly results then we recommend you watch 'Hive's Q3 2023 Results Webcast: HIVE Announces Adjusted EBITDA of $1.5 Million'.
Aydin Kilic, President & CEO of HIVE, noted, "We have increased our overall hashrate by 16% month over month from January 2023 to February 2023. We are continuously looking to optimize our allocation of energy as a resource. This month we did not sell energy back to the grid, but rather increased our operating hashrate as this was the most profitable operating mode. Additionally, our remaining GPU fleet is now generating approximately $100/MWHR in revenue, which is greater than the $/MWHR compared to Bitcoin ASIC miners in the current Bitcoin mining economics, for example an S19j Pro is generating approximately $93/MWHR with 43.1T difficulty and Bitcoin at $23,000. I am very proud of our team, that has shown expertise in optimizing the use of our GPUs. Even more impressive is our GPU HPC pilot project has been generating approximately $1,800/MWHR of revenue. We are constantly optimizing the deployment of our technology resources as a company to optimize profit. These advancements and agility allow us to generate positive gross mining margin during a crypto mining bear market. With a strong balance sheet of over $56 million of Bitcoin, HIVE is well positioned in the market today."
The Company's total Bitcoin production in February 2023 was:
- 250 BTC produced;
- 8.9 BTC produced per day on average;
- 2.81 Exahash of BTC Hashrate as of February 28, comprised of 2.58 Exahash of ASIC BTC hashrate and 0.23 Exahash of GPU BTC equivalent hashrate;
- Monthly average of 2.75 Exahash, which is equal to 91 Bitcoin per Exahash, comprised of an average of 2.58 Exahash of ASIC mining capacity and average of 170 PH/s of Bitcoin GPU mining capacity during the month;
- This represents a 16% month over month increase in average hashrate (January was 2.38 EH/s average hashrate).
Bitcoin HODL Update
As of today's press release, HIVE has approximately 2,365 Bitcoin, with a market value of over $56 million.
HIVE sold a total of 267.7 BTC for total net proceeds of $6.6 million in February 2023.
Bitcoin Global Network Mining Difficulty Is Volatile
Network difficulty factors are a significant variable in the Company's gross profit margins. The Bitcoin network difficulty was 39.4T as at February 1, and increased to 43.1T as at February 28, reaching an all-time high. Accordingly, Bitcoin mining difficulty ended the month about 9% higher than the beginning of the month.
The Bitcoin Network Difficulty is a publicly available statistic, that reflects the total number of Bitcoin miners online and is important in analyzing a company's gross profit margins, and number of Bitcoin produced. This data is available on many websites, here is one citation: https://www.blockchain.com/explorer/charts/difficulty.
As more people mine Bitcoin (difficulty increases), the daily Bitcoin block reward which presently is fixed at 900 Bitcoin per day, gets split amongst more miners; thus each miner receives a smaller portion of the block reward. Conversely, as Bitcoin prices fall, many miners may lose money, and power down, thus taking their hashrate off the network, causing Network Difficulty to decrease.
Those miners with the lowest costs of production; by virtue of having more efficient machines and/or lower energy costs, are able to continue their production during these volatile cycles. Not all miners will continuously mine during the month, as a result some miners will produce less Bitcoin than expected, relative to their advertised hashrate. For the foregoing reasons, HIVE will self-curtail part of its operations if the unhedged spot energy prices are uneconomical, thereby leaving part of its total gross hashrate unutilized.
All Bitcoin miners are striving to use the most efficient Bitcoin ASIC chips, and we are happy that we have been able to upgrade our global fleet during this crypto market downturn.
About HIVE Blockchain Technologies Ltd.
HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.
HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we endeavour to source green energy to mine digital assets such as Bitcoin on the cloud. Since the beginning of 2021, HIVE has held in secure storage the majority of its treasury of ETH and BTC derived from mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of
Bitcoin. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space.
We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.
For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.
On Behalf of HIVE Blockchain Technologies Ltd.
"Frank Holmes"
Executive Chairman
For further information please contact:
Frank Holmes
Tel: (604) 664-1078
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information
Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes, but is not limited to, business goals and objectives of the Company; the results of operations for February 2023; the HODL strategy adopted by the Company; the acquisition, deployment and optimization of the mining fleet and equipment; the continued viability of its existing Bitcoin mining operations; and other forward-looking information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the volatility of the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory as required, or at all; a material decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; continued effects of the COVID-19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and prevent the Company from carrying out its expansion plans or operating its assets; and other related risks as more fully set out in the registration statement of Company and other documents disclosed under the Company's filings at www.sec.gov/EDGAR and www.sedar.com.
The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/157069
FORM 51-102F3
Material Change Report
Item 1 Name and Address of Company
HIVE Blockchain Technologies Ltd. ("HIVE" or the "Company")
# 855 - 789 West Pender Street
Vancouver, BC V6C 1H2
Item 2 Date of Material Change
March 3, 2023.
Item 3 News Release
The press release attached as Schedule "A" was disseminated through a newswire company in Canada on March 3, 2023.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule "A".
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule "A".
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Darcy Daubaras
Chief Financial Officer
T: 604-664-1078
Item 9 Date of Report
March 3, 2023.
Schedule "A"
HIVE BLOCKCHAIN TECHNOLOGIES LTD.
March 3, 2023
HIVE Blockchain Provides February 2023 Production Update
Vancouver, Canada - HIVE Blockchain Technologies Ltd. (TSX.V:HIVE) (Nasdaq:HIVE) (FSE:HBFA.F) (the "Company" or "HIVE") is pleased to announce the production figures from the Company's global Bitcoin operations for the month of February 2023, with 250 Bitcoin produced in February, and a current BTC HODL balance of approximately 2,340 Bitcoin mined utilizing computational power sourced from green energy. The Company notes it reached over 3 Exahash (EH) of Bitcoin mining capacity in February (all amounts in US dollars, unless otherwise indicated).
Summary Overview:
• HIVE produced 250 Bitcoin in the month of February, from ASIC and GPU mining operations, representing an average of 91 Bitcoin Per EH, with an average hashrate of 2.75 EH/s for the month of February 2023;
• HIVE reached its 3 EH/s target in late February by mining at full capacity of 3,080 PH/s in late February. HIVE ended the month with 2.81 EH/s of mining capacity;
• HIVE has installed over 4,200 BuzzMiners to date. HIVE has received over 5,600 Buzzminers in its data centers and continues to install them to increase overall hashrate.
• HIVE expects to receive an additional 645 BuzzMiners in the next 2 months, representing a total production quantity of 6,300 BuzzMiners powered by the Intel Blockscale ASIC for the initial production run. HIVE is the first company in the world to commercially deploy thousands of its own Bitcoin ASIC miners powered by the Intel Blockscale ASIC;
February 2023 Production Figures
Frank Holmes, Executive Chairman of HIVE stated, "We are very happy to have produced 250 Bitcoin during the month. Our team has focused on profitability, with 25% gross mining margins in our recent fiscal quarter for the 3 months ending December 31, 2022. We seek to optimize our profit from gross mining margins, on a monthly basis, by optimizing the efficiency of our operating fleet, and strategically curtailing or grid balancing. As a result, our average cost of power globally was 3.4 cents per KWHR in our recent fiscal quarter. We view grid balancing as part of our core revenue and ESG strategy, and whenever possible, we seek to hedge energy prices."
If you have not seen our latest quarterly results then we recommend you watch 'Hive's Q3 2023 Results Webcast: HIVE Announces Adjusted EBITDA of $1.5 Million'
Aydin Kilic, President & CEO of HIVE noted "We have increased our overall hashrate by 16% month over month from January 2023 to February 2023. We are continuously looking to optimize our allocation of energy as a resource. This month we did not sell energy back to the grid, but rather increased our operating hashrate as this was the most profitable operating mode. Additionally, our remaining GPU fleet is now generating approximately $100/MWHR in revenue, which is greater than the $/MWHR compared to Bitcoin ASIC miners in the current Bitcoin mining economics, for example an S19j Pro is generating approximately $93/MWHR with 43.1T difficulty and Bitcoin at $23,000. I am very proud of our team, that has shown expertise in optimizing the use of our GPUs. Even more impressive is our GPU HPC pilot project has been generating approximately $1,800/MWHR of revenue. We are constantly optimizing the deployment of our technology resources as a company to optimize profit. These advancements and agility allow us to generate positive gross mining margin during a crypto mining bear market. With a strong balance sheet of over $56 million of Bitcoin, HIVE is well positioned in the market today."
The Company's total Bitcoin production in February 2023 was:
• 250 BTC produced;
• 8.9 BTC produced per day on average;
• 2.81 Exahash of BTC Hashrate as of February 28, comprised of 2.58 Exahash of ASIC BTC hashrate and 0.23 Exahash of GPU BTC equivalent hashrate;
• Monthly average of 2.75 Exahash, which is equal to 91 Bitcoin per Exahash, comprised of an average of 2.58 Exahash of ASIC mining capacity and average of 170 PH/s of Bitcoin GPU mining capacity during the month;
• This represents a 16% month over month increase in average hashrate (January was 2.38 EH/s average hashrate).
Bitcoin HODL Update
As of today's press release HIVE has approximately 2,365 Bitcoin, with a market value of over $56 million.
HIVE sold a total of 267.7 BTC for total net proceeds of $6.6 million in February 2023.
Bitcoin Global Network Mining Difficulty Is Volatile
Network difficulty factors are a significant variable in the Company's gross profit margins. The Bitcoin network difficulty was 39.4T as at February 1, and increased to 43.1T as at February 28, reaching an all-time high. Accordingly, Bitcoin mining difficulty ended the month about 9% higher than the beginning of the month.
The Bitcoin Network Difficulty is a publicly available statistic, that reflects the total number of Bitcoin miners online and is important in analyzing a company's gross profit margins, and number of Bitcoin produced.
This data is available on many websites, here is one citation: https://www.blockchain.com/explorer/charts/difficulty
As more people mine Bitcoin (difficulty increases), the daily Bitcoin block reward which presently is fixed at 900 Bitcoin per day, gets split amongst more miners; thus each miner receives a smaller portion of the block reward. Conversely, as Bitcoin prices fall, many miners may lose money, and power down, thus taking their hashrate off the network, causing Network Difficulty to decrease.
Those miners with the lowest costs of production; by virtue of having more efficient machines and/or lower energy costs, are able to continue their production during these volatile cycles. Not all miners will continuously mine during the month, as a result some miners will produce less Bitcoin than expected, relative to their advertised hashrate. For the foregoing reasons, HIVE will self-curtail part of its operations if the unhedged spot energy prices are uneconomical, thereby leaving part of its total gross hashrate unutilized.
All Bitcoin miners are striving to use the most efficient Bitcoin ASIC chips, and we are happy that we have been able to upgrade our global fleet during this crypto market downturn.
About HIVE Blockchain Technologies Ltd.
HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.
HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we endeavour to source green energy to mine digital assets such as Bitcoin on the cloud. Since the beginning of 2021, HIVE has held in secure storage the majority of its treasury of ETH and BTC derived from mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of Bitcoin. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space.
We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.
For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.
On Behalf of HIVE Blockchain Technologies Ltd.
"Frank Holmes"
Executive Chairman
For further information please contact:
Frank Holmes
Tel: (604) 664-1078
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release
Forward-Looking Information
Except for the statements of historical fact, this news release contains "forward -looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this ne ws release. "Forward-looking information" in this news release includes, but is not limited to, business goals and objectives of the Company; the results of operations for February 2023; the HODL strategy adopted by the Company; the acquisition, deployment and optimization of the mining fleet and equipment; the continued viability of its existing Bitcoin mining operations; and other forward-looking information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.
Factors that could cause actual results to differ materially from those described in such forward -looking information include, but are not limited to, the volatility of the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory as required, or at all; a material decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; continued effects of the COVID-19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and prevent the Company from carrying out its expansion plans or operating its assets; and other related risks as more fully set out in the registration statement of Company and other documents disclosed under the Company's filings at www.sec.gov/EDGAR and www.sedar.com.
The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of th e Company based on information currently available to the Company. In connection with the forward -looking information contained in this news release, the Company has made assumptions about the Company's objectives, goals or future plans, the timing thereof and related matters. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward -looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
HIVE BLOCKCHAIN TECHNOLOGIES LTD.
March 20, 2023
HIVE Files Preliminary Base Shelf Prospectus to Replace
Expiring Base Shelf Prospectus and Provides a Corporate Update
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
March 20, 2023, Vancouver, British Columbia-HIVE Blockchain Technologies Ltd. ("HIVE" or the "Company") (Nasdaq: HIVE; TSXV: HIVE), today announced that, in order to replace its prior base shelf prospectus and corresponding shelf registration statement that expired on February 27, 2023, it has filed a preliminary short form base shelf prospectus (once filed in final form and receipted by the relevant Canadian securities regulatory authorities, the "Shelf Prospectus") with the securities commissions in each of the provinces and territories of Canada. Simultaneously, HIVE terminated a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission (the "SEC") under the U.S./Canada Multijurisdictional Disclosure System. The Shelf Prospectus, when made final or effective, will allow HIVE to offer up to USD$100,000,000 of common shares, preferred shares, subscription receipts, warrants, options or any combination thereof during the 25-month period that the Shelf Prospectus will be effective. The Shelf Prospectus will enable HIVE to potentially access new capital if and when needed. The amount and timing of any future offerings will be based on the Company's financial requirements and market conditions at the time.
The specific terms of any future offering under the Shelf Prospectus will be established at the time of such offering. At the time any of the securities covered by the Shelf Prospectus are offered for sale, a prospectus supplement containing specific information about the terms of such offering will be filed with applicable Canadian securities regulatory authorities. The securities covered by the Shelf Prospectus have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. No securities may be sold, nor may offers to buy be accepted, prior to the time the Shelf Prospects becomes effective.
The Company also announces the retirement and resignation as a director of Ian Mann. Frank Holmes, Executive Chairman of the Company, said, "On behalf of the Board we thank Ian for his contributions to the Company and we wish them the very best in retirement."
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction. A copy of the preliminary short form base shelf prospectus can be found on SEDAR at www.sedar.com.
About HIVE Blockchain Technologies Ltd.
HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.
HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we endeavour to source green energy to mine digital assets such as Bitcoin on the cloud. Since the beginning of 2021, HIVE has held in secure storage the majority of its treasury of ETH and BTC derived from mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of Bitcoin. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space.
We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.
For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.
On Behalf of HIVE Blockchain Technologies Ltd.
"Frank Holmes"
Executive Chairman
For further information please contact:
Frank Holmes
Tel: (604) 664-1078
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release
Forward-Looking Information
Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about: business goals and objectives of the Company; the continued viability of its existing Bitcoin mining operations; the Company's operations and sustainable future profitability; potential future securities offerings of the Company, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the volatility of the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory as required, or at all; a material decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; continued effects of the COVID-19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and prevent the Company from carrying out its expansion plans or operating its assets; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; an increase in network difficulty may have a significant negative impact on operations; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company's electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates and the adverse impact on the Company's profitability; future capital needs and uncertainty of additional financing; the prices at which the Company may sell Common Shares in equity issuances resulting in dilution, as well as capital market conditions in general; the impact of energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates; and other related risks as more fully set out in the registration statement of Company and other documents disclosed under the Company's filings at www.sec.gov/EDGAR and www.sedar.com.
The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's ability to realize operational efficiencies going forward into profitability; profitable use of the Company's assets going forward; the Company's ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
FORM 51-102F3
Material Change Report
Item 1 Name and Address of Company
HIVE Blockchain Technologies Ltd. ("HIVE" or the "Company")
855 - 789 West Pender Street
Vancouver, BC V6C 1H2
Item 2 Date of Material Change
March 20, 2023.
Item 3 News Release
The press release attached as Schedule "A" was disseminated through a newswire company in Canada on March 20, 2023.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule "A".
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule "A".
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Darcy Daubaras
Chief Financial Officer
T: 604-664-1078
Item 9 Date of Report
March 20, 2023.
Schedule A
HIVE BLOCKCHAIN TECHNOLOGIES LTD.
March 20, 2023
HIVE Files Preliminary Base Shelf Prospectus to Replace
Expiring Base Shelf Prospectus and Provides a Corporate Update
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES
March 20, 2023, Vancouver, British Columbia-HIVE Blockchain Technologies Ltd. ("HIVE" or the "Company") (Nasdaq: HIVE; TSXV: HIVE), today announced that, in order to replace its prior base shelf prospectus and corresponding shelf registration statement that expired on February 27, 2023, it has filed a preliminary short form base shelf prospectus (once filed in final form and receipted by the relevant Canadian securities regulatory authorities, the "Shelf Prospectus") with the securities commissions in each of the provinces and territories of Canada. Simultaneously, HIVE terminated a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission (the "SEC") under the U.S./Canada Multijurisdictional Disclosure System. The Shelf Prospectus, when made final or effective, will allow HIVE to offer up to USD$100,000,000 of common shares, preferred shares, subscription receipts, warrants, options or any combination thereof during the 25-month period that the Shelf Prospectus will be effective. The Shelf Prospectus will enable HIVE to potentially access new capital if and when needed. The amount and timing of any future offerings will be based on the Company's financial requirements and market conditions at the time.
The specific terms of any future offering under the Shelf Prospectus will be established at the time of such offering. At the time any of the securities covered by the Shelf Prospectus are offered for sale, a prospectus supplement containing specific information about the terms of such offering will be filed with applicable Canadian securities regulatory authorities. The securities covered by the Shelf Prospectus have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. No securities may be sold, nor may offers to buy be accepted, prior to the time the Shelf Prospects becomes effective.
The Company also announces the retirement and resignation as a director of Ian Mann. Frank Holmes, Executive Chairman of the Company, said, "On behalf of the Board we thank Ian for his contributions to the Company and we wish him the very best in retirement."
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction. A copy of the preliminary short form base shelf prospectus can be found on SEDAR at www.sedar.com.
About HIVE Blockchain Technologies Ltd.
HIVE Blockchain Technologies Ltd. went public in 2017 as the first cryptocurrency mining company with a green energy and ESG strategy.
HIVE is a growth-oriented technology stock in the emergent blockchain industry. As a company whose shares trade on a major stock exchange, we are building a bridge between the digital currency and blockchain sector and traditional capital markets. HIVE owns state-of-the-art, green energy-powered data centre facilities in Canada, Sweden, and Iceland, where we endeavour to source green energy to mine digital assets such as Bitcoin on the cloud. Since the beginning of 2021, HIVE has held in secure storage the majority of its treasury of ETH and BTC derived from mining rewards. Our shares provide investors with exposure to the operating margins of digital currency mining, as well as a portfolio of Bitcoin. Because HIVE also owns hard assets such as data centers and advanced multi-use servers, we believe our shares offer investors an attractive way to gain exposure to the cryptocurrency space.
We encourage you to visit HIVE's YouTube channel here to learn more about HIVE.
For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.
On Behalf of HIVE Blockchain Technologies Ltd.
"Frank Holmes"
Executive Chairman
For further information please contact:
Frank Holmes
Tel: (604) 664-1078
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release
Forward-Looking Information
Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about: business goals and objectives of the Company; the continued viability of its existing Bitcoin mining operations; the Company's operations and sustainable future profitability; potential future securities offerings of the Company, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the volatility of the digital currency market; the Company's ability to successfully mine digital currency; the Company may not be able to profitably liquidate its current digital currency inventory as required, or at all; a material decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; continued effects of the COVID-19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and prevent the Company from carrying out its expansion plans or operating its assets; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; an increase in network difficulty may have a significant negative impact on operations; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company's electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates and the adverse impact on the Company's profitability; future capital needs and uncertainty of additional financing; the prices at which the Company may sell Common Shares in equity issuances resulting in dilution, as well as capital market conditions in general; the impact of energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates; and other related risks as more fully set out in the registration statement of Company and other documents disclosed under the Company's filings at www.sec.gov/EDGAR and www.sedar.com.
The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's ability to realize operational efficiencies going forward into profitability; profitable use of the Company's assets going forward; the Company's ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.