{"url_path":"/sec/hive/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Management's Discussion and Analysis of Financial Condition and Results Of Operations**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1720424/0001062993-26-002973-index.html","accession_number":"0001062993-26-002973","cik":"0001720424","ticker":"HIVE","issuer_name":"HIVE Digital Technologies Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1720424/0001062993-26-002973-index.html","primary_entity_key":"0001720424","primary_entity_name":"HIVE Digital Technologies Ltd."},"word_count":21218,"has_tables":true,"body_markdown":"**Item 7. Management's Discussion and Analysis of Financial Condition and Results Of Operations**\n\n*The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report, particularly under \"Item 1A. Risk Factors.\" See also \"Cautionary Statement Regarding Forward-Looking Statements.\" Our historical results are not necessarily indicative of the results that may be expected for any period in the future.*\n\nThe following Management's Discussion and Analysis of Financial Condition and Results of Operations (\"MD&A\") provides information intended to assist in the understanding of our results of operations and financial condition. This MD&A should be read in conjunction with our Consolidated Financial Statements and the related notes (the \"Notes\") included in Part II, Item 8. \"Financial Statements and Supplementary Data\" of this Annual Report.\n\nThese documents and additional information regarding the business of the Company are available on the System for Electronic Data Analysis and Retrieval (\"SEDAR+\") at www.sedarplus.ca, the Electronic Data Gathering, Analysis and Retrieval (\"EDGAR\") system maintained by the Securities and Exchange Commission (the \"SEC\") at www.sec.gov/EDGAR and the Company's website at www.hivedigitaltechnologies.com. For the year ended March 31, 2025, the Company transitioned its financial reporting framework from International Financial Reporting Standards (\"IFRS\") to the generally accepted accounting principles in the United States of America (\"US GAAP\"). The preparation of financial data is in accordance with US GAAP as issued by the Financial Accounting Standards Board (\"FASB\") and all figures are reported in United States dollars unless otherwise indicated.\n\nThis Management's Discussion & Analysis contains information up to and including June 1, 2026.\n\n**BUSINESS OVERVIEW**\n\nHIVE is a growth-oriented company and our  primary business is operating data centers, the computing power of which is used for HPC and generating hashrate, which is sold to mining pools that use the hashpower for the \"mining of cryptocurrencies\". \n\nThe Company is a reporting issuer in each of the Provinces and Territories of Canada and under the Securities Exchange Act of 1934 in the United States.  The Company's common shares are listed for trading on the Toronto Stock Exchange, under the symbol \"HIVE\", as well as on the NASDAQ Capital Markets Exchange under \"HIVE\", and on the Colombian Stock Exchange under \"HIVECO\". \n\nHIVE operates \"green\" energy-powered data center facilities in Canada, Sweden, and Paraguay.  Our references to \"green\" energy are to our energy supply agreements with producers of hydroelectric power in Canada, Sweden and Paraguay, and previously, hosting agreements with suppliers in Iceland where the hosting facilities were powered by hydroelectric or geothermal power.  One of our key objectives in locating our facilities where they are is to avoid or minimise using energy derived from fossil fuels.  Our facilities are connected to local power grids that are controlled by local authorities.  As a result, we do not control the sourcing of our power, which may include energy from any source on the grid.  However, the close proximity of our facilities to hydroelectric, and previously geothermal, based power generating plants, makes it highly probable that most or all of the energy we use for our data centers originates from those hydroelectric plants, which is the basis for our saying that our operations are \"green.\"\n\n51\n\nThe following table summarizes the operational hashrate of each of the Company's major data centers together with its average operational power consumption and power capacity available to each such data center, as of April 30, 2026. As of April 30, 2026, the Company’s total installed hashrate was approximately 25.2 EH/s 2 with an implied efficiency of 16.5 J/TH, based on the nameplate hashrate and power consumption of the installed miners. Where miners were operating in a modified operating mode, including through controlled downclocking for fleet optimization, the figures reflect the expected hashrate and power consumption associated with such modified operating mode. After accounting for these adjustments, the Company’s installed hashrate was approximately 24.5 EH/s, with an implied fleet efficiency of 16.1 J/TH.\n\n**Sites**\n \n**OperationalHashrate**\n \n \n**Installed**\n**Hashrate –Optimized**3\n \n \n**Installed**\n**Hashrate –Stock**4\n \n \n**MW****Utilized**\n \n \n**MW CapacityAvailable**\n \n\nNew Brunswick, Canada owned facility 2\n \n2,382 PH/s\n \n \n2,464 PH/s\n \n \n3,115 PH/s\n \n \n37.2 MW\n \n \n70.0 MW\n \n\nQuebec, Canada leased facility\n \n1,349 PH/s\n \n \n1,513 PH/s\n \n \n1,525 PH/s\n \n \n33.6 MW\n \n \n34.5 MW\n \n\nBoden, Sweden leased facility\n \n1,313 PH/s\n \n \n1,609 PH/s\n \n \n1,680 PH/s\n \n \n11.6 MW\n \n \n32.0 MW\n \n\nBoden 2, Sweden owned facility\n \n0 PH/s\n \n \n0 PH/s\n \n \n0 PH/s\n \n \n0.0 MW\n \n \n7.0 MW\n \n\nNotviken, Sweden leased facility\n \n30 PH/s\n \n \n36 PH/s\n \n \n52 PH/s\n \n \n0.6 MW\n \n \n1.5 MW\n \n\nYguazu, Paraguay owned facility\n \n12,100 PH/s\n \n \n12,125 PH/s\n \n \n12,133 PH/s\n \n \n193.4 MW\n \n \n200.0 MW\n \n\nValenzuela, Paraguay owned facility\n \n6,809 PH/s\n \n \n6,705 PH/s\n \n \n6,667 PH/s\n \n \n103.3 MW\n \n \n107.0 MW\n \n\nToronto, Canada owned facility\n \n66 PH/s\n \n \n66 PH/s\n \n \n71 PH/s\n \n \n1.0 MW\n \n \n5.5 MW\n \n\nQuebec City, Canada hosted facility 1\n \nN/A\n \n \nN/A\n \n \nN/A\n \n \n0.7 MW\n \n \n0.7 MW\n \n\nMontreal, Canada hosted facility 1\n \nN/A\n \n \nN/A\n \n \nN/A\n \n \n1.4 MW\n \n \n1.4 MW\n \n\nStockholm, Sweden hosted facility 1\n \nN/A\n \n \nN/A\n \n \nN/A\n \n \n0.8 MW\n \n \n0.8 MW\n \n\nManitoba, Canada hosted facility 1\n \nN/A\n \n \nN/A\n \n \nN/A\n \n \n1.0 MW\n \n \n4.0 MW\n \n\nTotal\n \n24,049 PH/s\n \n \n24,518 PH/s\n \n \n25,243 PH/s\n \n \n384.6 MW\n \n \n464.4 MW\n \n\n1 *Data center used for HPC / AI compute only.*\n\n2 *Includes approximately 115 PH/s of BTC equivalent hashrate.*\n\n3 *Installed Hashrate - Optimized: The hashrate of all installed ASICs based on their current operating configuration, whether stock settings or a modified operating mode.*\n\n4 *Installed Hashrate - Stock: The hashrate of all installed ASICs based on their stock configuration.*\n\nCurrently, the majority of our data center power is being utilized by HIVE to generate hashrate which is sold to mining pools who then utilize the hashrate for the mining of Bitcoin. The mining pools acquire the hashrate from HIVE based on an FPPS payout model. We retain our Bitcoin in segregated, secure storage wallets with Fireblocks Inc. (\"Fireblocks\") and Bank Frick, third-party providers that specialize in secure crypto storage.  We have not collateralized our Bitcoin assets against debt or other obligations of any kind.  Our Bitcoin is not stored on any exchange.  Our Bitcoin is never \"staked\" for mining purposes or loaned to any third party.\n\nThe Company recognizes the majority of its revenue from the provision of hashrate services, where the Company generates hashrate and sells said hashrate to mining pools which utilise the hashrate for their purposes while paying out HIVE based on an FPPS payout model for which the Company receives digital currencies and records them at their fair value on the date received.  The Company's revenue is being diversified through our expansion into Tier-III data center operations, which support HPC and AI based applications.\n\n**Change of Name and Diversification of Business**\n\nOn July 12, 2023, the Company changed its name from HIVE Blockchain Technologies Ltd. to HIVE Digital Technologies Ltd.  The change represents HIVE's evolving focus on revenue opportunities made possible by HIVE's large inventory of Nvidia GPUs cards in combination with emerging technologies, including AI, machine learning, advanced data analysis and HPC.\n\n52\n\n***FINANCIAL SUMMARY***\n\n \n \n**Three months ended March 31,**\n \n \n**Year ended March 31,**\n \n\n*(in thousands, except share amounts)*\n \n**2026**\n \n \n**2025**\n \n \n**2026**\n \n \n**2025**\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nTotal revenue\n**$**\n**71,816**\n \n$\n31,161\n \n**$**\n**297,791**\n \n$\n115,279\n \n\nNet loss\n \n**(76,340**\n**)**\n \n(52,949\n)\n \n**(148,448**\n**)**\n \n(2,996\n)\n\nGross operating margin (1)\n \n**17,530**\n \n \n8,778\n \n \n**107,897**\n \n \n25,148\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nBasic loss per share\n**$**\n**(0.30**\n**)**\n$\n(0.34\n)\n**$**\n**(0.66**\n**)**\n$\n(0.02\n)\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nDigital assets mined - BTC\n \n**876**\n \n \n303\n \n \n**2,885**\n \n \n1,414\n \n\nNon-GAAP measure. A reconciliation to its nearest GAAP measures is provided under \"Reconciliations of Non-GAAP Financial Performance Measures\" below.\n\n**HIGHLIGHTS**\n\n**Digital currency operations**\n\nThe Bitcoin protocol is such that following every 210,000 blocks that are mined, the mining rewards are reduced by 50 percent (a \"Halving\").  The most recent Halving occurred on April 20, 2024, with the block rewards reduced from 6.25 Bitcoin to 3.125 Bitcoin. The Company continues to make opportunistic investments to upgrade its ASICs and infrastructure, improve fleet efficiency and maximise hashrate.\n\nOn December 3, 2024, the Company announced the purchase of 13,480 Bitmain S21+ Hydro units, together with a purchase option for an additional 13,480 units, representing approximately a combined total of 8.6 EH/s capacity. The Company subsequently exercised this option, with approximately 7,420 units shipped to the Yguazú Facility and the remaining 6,060 units scheduled for shipment to the Valenzuela Facility in September 2025.\n\nIn March 2025, the Company purchased 16,560 Bitmain S21+ Antminers (~3.57 EH/s) delivered to the Yguazú Facility and subsequently exercised a purchase option for 15,000 additional Bitmain S21+ Hydro units (~4.78 EH/s) delivered to the Valenzuela Facility.\n\nOn March 17, 2025, the Company closed the acquisition of the 200 MW hydroelectric facility in Yguazú, Paraguay. Phase 1 (~6 EH/s) commenced operations in early April 2025. The site was fully energized by mid-May 2025. Phase 2 (~6.5 EH/s) was completed in early September 2025. Phase 3 at the Valenzuela facility (100 MW, ~6.5 EH/s) was completed on November 10, 2025, two weeks ahead of schedule, bringing total installed hashrate to approximately 25 EH/s with overall fleet efficiency of approximately 17.5 J/TH.\n\nOn October 5, 2025, the Company executed a cashless exercise of its call option on its prior Bitcoin payment on equipment purchases and repurchased 86.5341 Bitcoin at the strike price of $86,962 at a time when the market price was $123,502 resulting in a credit of $3.2 million that was used towards 723 Bitmain S21 XP Antminers that were ordered to replace some older generation ASICs.\n\nOn October 21, 2025, the Company announced it signed a definitive agreement to develop an additional 100 MW hydroelectric-powered data center campus at its Yguazú site in Paraguay. This expansion will increase HIVE's total renewable power capacity in Paraguay to 400 MW.\n\nOn December 14, 2025, the Company executed a cashless exercise of its call option on its prior Bitcoin payment on equipment purchases and repurchased 287.0313 Bitcoin at the strike price of $86,962 at a time when market price was $93,145 resulting in a credit of $1.8 million that was used towards the Bitmain S21 XP Antminers announced on December 30, 2025.\n\n53\n\nOn December 30, 2025, the Company entered into an agreement to purchase 8,000 Bitmain S21 XP Antminers to upgrade some older-generation equipment across its data center portfolio. In addition, the Company entered into an agreement that will allow it to execute a cashless exercise of its call option on its prior Bitcoin payment on equipment purchases for 318.1019 Bitcoin at the strike price of $86,962 at a deemed market price of $110,000 resulting in a credit of $7.3 million that is to be applied towards the purchase of these Bitmain S21 XP Antminers.\n\nThe Bitmain S21 XP Antminers were expected to ship between January 2026 and March 2026. Each S21 XP unit has an average hashrate of approximately 270 TH/s, representing an aggregate nameplate capacity of approximately 2.16 EH/s. As these units are intended to replace existing lower-efficiency machines, the net expected increase in hashrate is approximately 1.30 ExaHash. As at March 31, 2026, the Company paid for and received delivery of 5,334 units from this order.\n\nIn January 2026, the Company sublet its lease agreement for its 4 MW facility in Robertsfors, Sweden through August 18, 2026 and disposed of the legacy ASIC equipment for nominal value, consistent with the Company's strategy of concentrating capital in its lowest-cost facilities.\n\nThese developments are central to HIVE's strategic commitment to fostering scalable, energy-efficient operations in regions that offer low-cost energy advantages. Management believes these advancements will drive significant value for our investors as we continue to optimize our operations and expand our presence in the Bitcoin mining landscape.\n\n**High-performance computing operations**\n\nThe Company has continued to develop and expand its HPC business, which draws on the Company's fleet of GPUs in enterprise grade data center servers operating in Tier-III data centers. These GPUs operate with redundancy and are utilized for rental on GPU on-demand marketplaces and term contracts, where end users are typically performing Large Language Model (\"LLM\") computations, such as modeling, inference and fine-tuning. The Company's fleet of GPUs used for this purpose include the NVIDIA A5000, A6000, A40, H100 and H200 GPUs. Currently the Company has operations in Tier-III data centers in Montreal, Canada and Stockholm Sweden, where collectively approximately 5,000 GPUs are operating.\n\nOn November 17, 2025, the Company announced the purchase of 504 Nvidia Blackwell B200 GPUs installed in 63 Dell XE9680L servers with InfiniBand, representing HIVE's first deployment of next-generation AI-optimized liquid-cooled GPUs, slated for the Bell Canada AI Fabric data center in Manitoba, Canada.\n\nOn January 13, 2026, the Company announced its expansion into AI cloud services in Paraguay through a strategic joint venture with Paraguay's leading telecommunications operator. Through this partnership, HIVE launched one of the first purpose-built AI BUZZ Cloud platforms in Paraguay, located in Asunción and hosted within a Tier-III data center. The platform is designed to deliver HPC and AI infrastructure to serve academic institutions, enterprises, financial services firms, and healthcare providers across Paraguay and the broader South American region. The initial enterprise-grade GPU cluster deployment commenced in calendar Q1 2026.\n\nOn February 13, 2026, BUZZ signed customer agreements representing approximately $30 million in total contract value over two-year fixed terms for the 504 liquid-cooled Dell server-based Nvidia B200 GPUs at the Bell Canada AI Fabric data center in Manitoba. Originally expected to come online in the quarter ending March 31, 2026 the units are now expected to be in operation in May 2026. Based on executed contracts, current pricing, and deployment milestones, management expects this initial phase to generate approximately $15 million in projected annual recurring revenue (\"ARR\") for BUZZ's cloud business once fully operational, lifting total annualized HPC segment revenue from approximately $20 million to approximately $35 million.\n\nThe term “ARR” refers to the Company’s run rate revenue calculated on an annualized basis. As context dictates, the Company calculates ARR by: (i) multiplying the revenue realized per week times 52 weeks per year, (ii) multiplying the realized revenue per day times 365 days per year, or (iii) multiplying the  per quarter times four quarters per year. Projections of ARR may be unreliable as a predictor of future results because such projections typically do not incorporate the possibility of subsequent cancellations, discounts or downgrades in services.  We believe that ARR is a key indicator of our future revenue potential. However, ARR does not represent GAAP revenue on an annualized basis, is not intended to be a replacement or forecast of GAAP revenue and should be viewed independently as an operating metric.\n\n54\n\nOn March 16, 2026, BUZZ announced a 4x expansion of its liquid-cooled Canadian AI data center capacity through its strategic data center partner Bell Canada AI Fabric. This expansion represents growth from 4 MW in Manitoba to 16.6 MW of critical IT load across two Provinces of Canada as follows:\n\n**Manitoba (existing):** 4 MW of critical IT load. BUZZ has deployed 504 next-generation AI-optimized GPUs (~1 MW consumed), with 3 MW of remaining capacity supporting approximately 1,500 additional GPUs.\n\n**British Columbia - Phase 1 (new):** 5 MW of critical IT load, available immediately, supporting deployment of approximately 2,000 next-generation high-power-density AI-optimized GPUs.\n\n**British Columbia - Phase 2 (option):** An additional 7.6 MW in 2027, supporting approximately 3,000 additional GPUs.\n\nThe Company's New Brunswick 70 MW site has been identified by management as a candidate for conversion to Tier-III hyperscaler co-location (estimated $85 million ARR), and the 7.2 MW Toronto Airport site is viewed as attractive for potential government or military applications. Design development and site planning at New Brunswick are advancing.\n\n**TRENDS, UNCERTAINTIES AND OTHER FACTORS IMPACTING OUR BUSINESS AND INDUSTRY**\n\n**Energy Risks in Europe**\n\nFollowing the invasion of Ukraine by Russia, many countries have implemented aggressive tax policies, strategic reserves, and industrial incentives to protect their domestic energy supply. Management believes that the sharp rise in energy prices in Europe underscores the vulnerability of unhedged power consumers, particularly in energy-intensive industries while the geopolitical energy shock reinforces the strategic value of operating data centers in diverse locations. We believe a combination of energy scarcity and strong demand for AI-driven compute capacity imply that stable, low-cost renewable energy represents a critical competitive advantage in both digital asset mining and AI infrastructure services.\n\nThe Company has made best efforts to mitigate its exposure to high or unstable energy prices in Europe.  Notwithstanding those efforts, there is no assurance that this risk can be mitigated.  With respect to the Company's operations in Sweden, the increased energy prices across Europe resulting from the Russian invasion of Ukraine and other global events have been buffered partially by the Company having forward energy agreements for the purchase of electricity.  These energy hedging contracts allow HIVE to purchase a fixed quantity of power measured in MW, for a fixed period of time. As a result, if the index spot price increases, HIVE can rely on a previously agreed upon fixed energy price to continue operations uninterrupted.\n\nHIVE actively monitors the hashrate economics of its operations to determine earnings from digital asset mining measured in dollars per megawatt-hour (\"MWHR\"). Under certain market conditions, it may be more profitable for HIVE to sell its energy rights back to the grid-as the Company would receive the proceeds of energy sold at index spot pricing, while paying the lower fixed price secured under the energy hedged contract-than to provide hash power services. This energy optimization strategy not only protects profitability but also demonstrates HIVE's operational flexibility in a volatile energy environment.\n\nOur owned and leased Swedish data centers provide capacity of approximately 40.3 MW of renewable hydroelectric energy, which represents approximately 9% of our total global hydroelectric capacity. These facilities are strategically positioned to benefit from Sweden's robust renewable energy infrastructure and to support both hashrate services and emerging AI workloads. In an era when energy security is increasingly linked to national policy and the compute economy is rapidly expanding, management believes that HIVE's combination of stable renewable power and advanced data center infrastructure positions the Company to thrive across multiple high-growth digital sectors.\n\n55\n\n**Market Value of Bitcoin**\n\nWe primarily derive our revenues from providing ASIC compute to bitcoin mining pool operators. We earn Bitcoin in exchange for computational power used for hashing calculations from mining pool operators. Because our compensation is paid in Bitcoin, our operating and financial results are tied to fluctuations in the value of Bitcoin.\n\nThere is also a risk that the Company could be negatively affected by Bitcoin halving events.  Halving is a process designed to control the overall supply and reduce the risk of inflation in Bitcoin.  At a predetermined block, the mining reward is reduced by 50 percent.  The Bitcoin blockchain has undergone four Halvings since its inception.  Most recently, in April 2024, the Bitcoin Block Reward decreased from 6.25 Bitcoin to 3.125 Bitcoin per block and, consequently, the number of new Bitcoin issued to companies as a reward or \"subsidy\" decreased from 900 per day to 450 per day, excluding transaction fees.  The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown.  A Bitcoin Halving is scheduled to occur once every 210,000 blocks, or roughly every four years, until the total amount of Bitcoin rewards issued reaches 21 million, which is expected to occur around the calendar year 2140.  The next Bitcoin Halving is expected to occur in April 2028.  As the rewards for each Bitcoin mined is reduced, the Bitcoin we earn relative to our hashrate capacity decreases. As a result, these adjustments have had, and are expected to continue to have, material effects on our operating and financial results.\n\nFor a discussion of other factors that could lead to material adverse changes in the market value of Bitcoin, which could in turn result in substantial damage to or even the failure of our Bitcoin business, see \"Item 1A. Risk Factors-Risks Related to Cryptocurrency\"\n\n**Tax and Regulatory Environment for Digital Infrastructure Operations**\n\nAs outlined below, the Company's subsidiaries have significant potential tax exposure under claims in Sweden and Canada that we are vigorously contesting.  We have not accrued liability for these claims on our balance sheet, not have we taken reserves for these claims.  We may not prevail in one or more of the pending appeals and proceedings described herein.  If the Company's subsidiaries are forced to pay or settle significant tax claims, we may have to re-deploy capital away from projects that we are undertaking. \n\nThe application of existing tax laws to blockchain-based digital infrastructure, including hashrate services and high-performance computing (\"HPC\") data centers, remains subject to evolving administrative interpretations and enforcement in certain jurisdictions. Where statutory frameworks predate these technologies, tax authorities may apply legacy provisions through reassessments, audits, and litigation rather than existing tax law, creating uncertainty. Tier-I data centers are designed for versatile, high-density computing and support a wide range of workloads, including cloud services, data storage, rendering, artificial intelligence (\"AI\") preparation, and as well as hashrate based compute which may fall into a different category of service under some regulatory interpretations. In particular, jurisdictions with statutory provisions for input VAT recovery (rebates/refunds) and depreciation/capital allowances may apply their regulations differently, based on infrastructure characteristics or specific workload type. We believe that in some cases, as outlined below, these characterizations warrant further review.\n\nIn Sweden, the Swedish Tax Authority (Skatteverket or \"STA\") has issued reassessments and decisions affecting value VAT eligibility, input VAT recovery, and the classification of computing activities at Tier-I data centers engaged in the provision of hashrate compute to Bitcoin mining pools . These positions provide differentiated treatment based on computational workload, denying or limiting VAT recovery and related benefits to mining operations that may otherwise be available for comparable high-performance or data-processing activities-despite the absence of any express statutory differentiation by workload.\n\nIndustry participants, including the Company's Swedish subsidiaries, have faced retrospective reassessments, denial of VAT refunds, and ongoing administrative and court proceedings (with appeals pursued up to higher courts where appropriate).  The Company maintains that its positions align with enacted Swedish tax law and has appealed adverse decisions where appropriate. As discussed herein, the Company's ability to claim VAT input recovery remains conditional on favorable rulings. We have not accrued, recognized a material liability, or established a reserve, for tax obligations where we believe an ultimately favorable ruling is probable based on management's assessment and the advice of its tax professionals.\n\n56\n\nSimilar discriminatory scrutiny exists in Canada. Regulators, such as the Canada Revenue Agency (the \"CRA\"), which administers the federal goods and services tax and harmonized provincial sales tax (\"GST/HST\") and Revenu Québec (\"RQ\") (which administers the Quebec provincial sales tax, or \"QST\") have audited mining and digital infrastructure activities, focusing on input tax credit eligibility, characterization of operations, and capital cost allowances. Reassessments, credit denials, and clawbacks have occurred across the sector, often through administrative processes rather than statutory changes. The Company has contested adverse positions where appropriate and continues to defend its filings.Broader Tier-I bitcoin mining data center industry challenges include potential misalignment of tax outcomes with the multi-use nature and upgrade pathways of Tier-I infrastructure toward Tier-III AI/HPC-capable facilities, increased compliance burdens, and regulatory uncertainty that may deter capital investment or affect operational flexibility in emerging fintech and digital asset sectors.\n\nUnfavorable outcomes and biased enforcements could result in repayment obligations (potentially including interest and penalties), increased compliance costs, prolonged litigation, and higher effective tax burdens. These matters contribute to regulatory uncertainty, may impact cash flows and operating results, and reflect broader enforcement scrutiny that has disproportionately affected hashrate services relative to other data center uses. The Company mitigates these risks through geographic diversification, renewable energy sourcing, workload flexibility (ASIC to GPU/HPC), conservative provisioning, engagement of local advisors, and pursuit of appeals or judicial review as needed. Ultimate resolution may depend on legislative clarification, court determinations, or administrative settlements.\n\n**Industry subject to evolving regulatory and tax landscape**\n\nBoth the regulatory and tax landscape for digital companies is evolving.  The changing regulatory landscape applies to sectors that are based on blockchain, distributed ledgers, technology and the mining, use, sale and holding of tokens, or digital currencies, and the blockchain technology networks that support them.\n\nFollowing Russia's invasion of Ukraine, global energy security concerns have elevated regulatory scrutiny, with many countries introducing aggressive tax policies and energy-specific levies to protect domestic supply. This geopolitical shift has coincided with the increased interest in and adoption of AI technologies, ignited from high-performance computing breakthroughs, significantly increasing the strategic and economic value of data centers worldwide. The new operative term in global policy circles is \"sovereign data centers\"-facilities that nations view as critical infrastructure to control within their borders, particularly when they power both hashrate compute and AI workloads.\n\nIn 2025, the United States underwent a significant policy shift in favor of Bitcoin mining and digital asset innovation. Pro-Bitcoin legislation such as the Genius Act and a growing framework for stablecoin adoption have created one of the most favorable policy environments in the world for large-scale blockchain infrastructure. This stands in sharp contrast to Canada and Sweden, which have adopted comparatively unfavorable Bitcoin mining measures in recent years, including restrictive energy allocation policies and increased scrutiny of mining infrastructure. By comparison, U.S. policy is now actively courting Bitcoin miners, positioning the country as a strategic hub for both blockchain and AI compute growth.\n\nHIVE believes that it can continue to navigate the challenges of a mixed regulatory environment through its adaptability. In Canada and Sweden, we have continued to operate despite policy headwinds, while in Paraguay-where we operate large-scale hydro-powered facilities-an unexpected tariff increase on hydroelectricity last summer underscored the risk of sudden policy changes. These examples highlight the dynamic and sometimes unpredictable nature of the Company's operating environment, as well as HIVE's proven ability to manage and adapt to shifting energy and tax landscapes while continuing to execute its growth strategy.\n\nOperating in an emerging industry, the Company must adapt to significant changes in regulatory, tax and industry rules and guidelines and obtain regulatory and tax advice from external global experts.  In addition, regulations and the rules, rates, interpretations, and practices related to taxes, including consumption taxes such as VAT are constantly changing.\n\nThe Company's headquarters are in San Antonio, Texas, United States, and its registered office is in Vancouver, British Columbia, Canada. As such, the Company is subject to the jurisdiction of the laws of the State of Texas, the Province of British Columbia and the federal laws of each of the United States and Canada.  The Company manages its data centers and trading operations from Bermuda in order to simplify tax expectations.\n\n57\n\nThe Company also has assets in Sweden and Paraguay 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. See \"Energy Risks in Europe\" above.\n\nOperations 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, expectations with respect to the rate of inflation, and global or regional political or economic events.\n\nOngoing and future regulatory or tax changes may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects operations. Governments may curtail or outlaw the acquisition, use, or redemption of cryptocurrencies, or take regulatory action that increases operating costs or imposes additional licensing requirements. Such actions could also extend to restrictions on the acquisition, ownership, holding, selling, or trading of the Company's common shares. In an adverse scenario, these measures could force the Company to liquidate cryptocurrency inventory at unfavorable prices, reducing shareholder value.\n\nThe Company's wholly owned subsidiaries located in Sweden (Bikupa Datacenter AB (\"Bikupa\") and Bikupa Datacenter 2 AB (\"Bikupa 2\")) received decision notice of assessments (\"the decision(s)\"), on December 28, 2022, December 21, 2023, December 22, 2023, May 28, 2024, October 14 and 16, 2024, March 18, 2025, September 23, 2025, October 14, 2025  for Bikupa and February 14, 2023, December 21, 2023, June 14, 2024, September 11 and 23, 2024, and March 21, 2025, June 12, 2025, August 11, 2025, November 26, 2025 and March 25, 2026 for Bikupa 2 respectively, from the Swedish Tax Agency in connection with the application of VAT and its ability to recover input VAT against certain equipment and other charges in a total amount of Swedish Krona (\"SEK\") 765.6 million or approximately $80.5 million.  The assessments covered the period December 2020 to June 2025 for Bikupa, and the period April 2021 to December 2025 for Bikupa 2, expressing the intent to reject the recovery of all the VAT for the periods under assessment and repayment of amounts previously received plus applicable interest.\n\nThe Company filed a formal appeal in connection with the December 28, 2022 Bikupa decision on February 9, 2023; however, there can be no guarantee that the Company will achieve a favourable outcome in its appeal.  A formal appeal for Bikupa 2 in relation to the February 14, 2023 decision was filed on March 10, 2023 by the Company.  The Company has engaged an independent legal firm and independent audit firm in Sweden that have expertise in these matters to assist in the appeal process.  The Company does not believe that the decisions have merit because in management's opinion and those of our independent advisors, the decisions are not compatible with the current applicable law and therefore the amount claimed to be owed by the Company is not probable.  According to general principles regarding the placement of the burden of proof, it is up to the Swedish Tax Agency to provide sufficient evidence in support of its decisions.  It is the Company's opinion, the Swedish Tax Agency has not substantiated their claim.  We are not aware of any precedent cases, authoritative literature, or other statements that support the Swedish Tax Agency's position. EU guidelines and a ruling from the Swedish Council for Advance Tax Rulings together with an IT forensic expert opinion and legal opinion from a Swedish Professor of VAT support the company’s position. The cases have gone through the Administrative Court and the Court of Appeal and are currently being appealed by the company to the Supreme Administrative Court.\n\nThe Company has another claim related to VAT assessments that arose in connection with Bikupa Real Estate AB and the 2023 purchase of the Little Boden facility (formerly referred to as \"Boden 2\"). The Company has disputed the STA's claim; however, the STA has obtained a decision from the Administrative Court upholding the claim. The Company has appealed this decision. The Company's external tax advisors do not believe that this VAT assessment represents a material liability for the Company.\n\nIt is not yet known when these disputes will be resolved; the due process following appeals and the court ruling could extend well beyond a year.  Furthermore, given that the industry is rapidly developing, there can be no guarantee that changes to the laws or policies of Sweden will not have a negative impact on the Company's tax position with respect to the eligibility of the claimed VAT.\n\n58\n\nIf the Company is unsuccessful in its appeals, the full amount could be payable including other items such as penalties and interest that may continue to accrue.  The Company will continue to assess these matters.\n\nIn January 2026, the STA denied deferral of VAT for Bikupa 2 and has called for a payment of approximately SEK 84 million (approximately $9.4 million) corresponding to the period August 2024 through February 2025. The payment was expected by February 16, 2026. While contesting the decision and re-applying for deferral, the Company is in discussions with the collection agency regarding a path forward.  The Company has not made any payment or recorded any amounts payable for this as at March 31, 2026.\n\nIn the spring budget of 2023, the Swedish Parliament abolished the reduced energy tax for data centers, effective as of July 1, 2023.  As a result of this decision, the Company's cost of energy at its HIVE Sweden facilities has increased by approximately 0.30 SEK per kWh.  Prior to the effective date of the abolishment of the energy tax reduction, HIVE's total cost of energy at the HIVE Sweden facilities was approximately 0.30 SEK ($0.03) per kWh.  Revenues from HIVE's operations at these facilities typically ranges from 0.80 to 1.00 SEK ($0.07 to $0.09) per kWh.  As at March 31, 2026, the HIVE Sweden facilities represent approximately 9% of the Company's global production of Bitcoin per day.  Even with this change, we believe that the HIVE Sweden facilities undertook positive actions to reduce the negative impact through the supplemental power pricing arrangement that was entered into in order to fix prices for electricity consumption at attractive prices.  The HIVE Sweden facilities have secured 12 MW at an average price of approximately 0.238 SEK ($0.0255) per kWh for the remainder of calendar year 2026. The Company has been exploring and will continue to explore strategies for minimizing the impact.\n\nEffective February 5, 2022, the Canadian government enacted tax measures to potentially restrict the ability of hashrate services companies to claim back the consumption taxes they incur on purchases of goods and services made in Canada and imports of goods and services into Canada. While still uncertain, these restrictions could impact on the Company's ability to claim back its consumption taxes, namely the GST and HST, which apply at combined rates from 5% to 15% on the cost of goods and services, and thereby add to the Company's ongoing operating costs and the costs of its capital expenditures and imports into Canada.\n\nUnrelated to the legislative changes outlined above, three of the Company's Canadian subsidiaries have been reassessed by CRA or RQ for consumption taxes and income taxes, and related penalties and interest. All such reassessments are being disputed by the respective subsidiaries and their representatives.\n\nAdditionally, the Company and some of its Canadian subsidiaries are currently under audit by the CRA and/or RQ also in relation to income tax and consumption taxes, again largely unrelated to the legislative changes outlined above. The Company and its subsidiaries are working towards favourable resolution of these audits but further adverse tax reassessments could result. If any such adverse reassessments are issued, the Company and its subsidiaries intend to vigorously dispute those reassessments. \n\nIn related matters, two of the Company's subsidiaries have claimed and are awaiting repayment by the CRA of significant consumption tax credits, most of which are being withheld pending resolution of ongoing audits:\n\n1. 9376-9974 Quebec Inc. has filed for and claimed approximately C$8.2 million in consumption tax credits, which to date remain unpaid; and\n\n2. Hive Atlantic Datacentres Ltd. has filed for and claimed approximately C$40.4 million in consumption tax credits, which to date remain unpaid.\n\nThe Company has recorded a provision during the year ended March 31, 2024 in the amount of $4.5 million, for our ability to claim back our consumption taxes.  During the year ended March 31, 2025, an additional provision was recognized of $0.3 million and the Company recovered $0.8 million in relation to the provision of $4.5 million and reversed an additional $0.5 million of the same provision as a result of further examination of the sales tax provision amounts.\n\nDuring the year ended March 31, 2026, the Company paid $0.3 million towards the $0.3 million provisioned amount.  The Company also received an assessment of $2.3 million for sales tax payable that is included in the provision as a result of a sales tax audit related to periods prior to the acquisition of 9376-9974 Quebec Inc. in 2021.  During the year ended March 31, 2026 and prior periods, the Company received sales tax credits totalling $2.3 million that were applied against this assessment and accrued interest.\n\n59\n\nThe Company continues to work with its representatives to achieve a successful resolution of the various tax audits and reassessments.\n\n**October 10, 2025 Crypto Crash**\n\nOn October 10, 2025, the price of Bitcoin fell to approximately $104,582 (the \"October 10 Event\") from a high of $122,509 earlier that day, and an all-time high of $126,198 on October 6, 2025.[1](#_ftn1) Since its inception, Bitcoin's price has been subject to considerable volatility. On the one hand, as acceptance and adoption of Bitcoin increase, some institutional and retail investors have sought to increase their exposure to Bitcoin through leveraged positions. On October 10, 2025, approximately $19 billion in leveraged positions were liquidated, which contributed to the price decline.\n\nThis phenomenon is not unique to Bitcoin and has been observed in traditional financial markets; for instance, automated computer-based trading is often cited as a contributing factor to the stock market crash of October 19, 1987. Events such as the October 10 Event tend to erode user and investor confidence and negatively affect the Company's operations and outlook. The price of Bitcoin has not recovered from the high of $126,198 on October 6, 2025, and had a closing price of approximately $73,755 on May 30, 2026[2](#_ftn2). There can be no guarantees that similar events will not occur in the future. In the event one or such events occurs, the Company may experience a material adverse change.\n\n**Expansion of HPC Business**\n\nThe Company continues to develop HPC business. The ongoing expansion of existing and planned facilities is subject to various factors, and may be delayed or adversely affected by such factors beyond the Company's control, including delays in the delivery or installation of equipment by suppliers, difficulties in integrating new equipment into existing infrastructure, shortages in materials or labor, defects in design or construction, diversion of management resources, insufficient funding, or other resource constraints. Actual costs for development may exceed the Company's planned budget. Delays, cost overruns, changes in market circumstances and other factors may result in different outcomes than those intended. In addition, to remain competitive, the Company will continue to invest in hardware and equipment at its facilities required for maintaining the Company's HPC activities. Should competitors introduce new services/software embodying new technologies, the Company recognizes its hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment. There can be no assurance that HPC hardware will be readily available when the need is identified.\n\nThe growth of our HPC business may be affected by increasing environmental concerns related to noise pollution and water consumption.  Communities where data centers are planned are demanding more oversight, leading to stricter permitting processes. Opposition to the siting of data centers could result in projects being denied, delayed, or forced to comply with costly new regulations.  The future of data center site location is evolving.\n\nWe believe that the demand for HPC and AI services will continue to increase, and that we will be able to attract and retain new customers. Customer acquisition and retention will depend on our ability to meet HPC and AI compute demands in a cost-competitive manner. Factors that could affect our competitiveness include the location and efficiency of our facilities, our pricing relative to competitors, and our ability to provide a high-uptime supply of compute. Further, if AI and other HPC-intensive use cases are not broadly adopted, or if new use cases do not emerge, our market opportunity may be smaller than we expect.\n\n[1](#_ftnref1) https://ca.finance.yahoo.com/quote/BTC-USD/.\n\n[2](#_ftnref2) https://ca.finance.yahoo.com/quote/BTC-USD/.\n\n60\n\n**TRANSITION TO US GAAP FROM IFRS**\n\nEffective for the Fiscal Year ending March 31, 2025, the Company transitioned its financial reporting framework from IFRS to US GAAP.\n\nWe believe that the transition enhances comparability with U.S.-listed peers, aligns with the Company's investor base, and supports future capital market initiatives. Management has implemented appropriate internal controls to ensure accurate and consistent application of the new accounting framework.\n\n**HIVE PARAGUAY FACILITIES**\n\nThe Company announced on July 22, 2024 that it planned to develop its HIVE Valenzuela Facility. The Company has since entered into: (i) an engineering and construction agreement executed on September 26, 2024 between W3X S.A., a wholly-owned subsidiary of the Company, and Rieder & CIA S.A.C.I., a company organized pursuant to the laws of Paraguay, relating to high voltage infrastructure within the local utility's substation, bringing down the power to the HIVE Valenzuela Facility for which the contract value is approximately $3.8 million; and (ii) a purchase order from a hardware supplier for a total of 160 MVA substation components including transformers, miscellaneous electronic parts and components at an aggregate cost of $6.0 million.\n\nOn January 24, 2025 the Company entered into a binding letter of intent with Bitfarms Ltd. to acquire the Yguazú Facility, a 200 MW hydro-powered data center facility in Paraguay and the acquisition closed on March 17, 2025.  Upon competition of the acquisition, the Company's operational capacity in Paraguay totalled 300 MW. We believe that the Company's expansion in Paraguay will  solidify the Company's  leadership as one of Latin America's largest hashrate compute providers.\n\nThe acquisition is valued at $56 million and includes ownership of a 240 MVA substation with 200 MW of capacity as well as all associated land and facilities.\n\nKey terms of the deal include:\n\n$25 million payable at closing, which occurred on March 17, 2025.\n\n$31 million payable in equal installments over six months following closing.\n\nIn addition to this, HIVE assumed $19 million of PPA deposits to ANDE, the Paraguayan utility company, and assumed remaining construction completion costs. As of March 31, 2026, the full PPA deposit was paid to ANDE.\n\nOn April 6, 2025, the Company announced the energization and commencement of operations at the HIVE Yguazú Facility. This site represents a key component of the Company's multi-phase infrastructure expansion strategy.\n\nMining capacity in Paraguay came online in three distinct phases:\n\n**Phase 1** (HIVE Yguazú Facility - Air-Cooled):\nPhase 1 included the deployment of 100 MW of air-cooled ASIC equipment and was completed in June, 2025. Phase 1 contributed, bringing approximately 5 EH/s to the Company's total Bitcoin mining capacity the Company's total installed capacity to 11.5 EH/s, at an average efficiency of approximately 20 Joules per TeraHash (J/TH).\n\n61\n\n**Phase 2** (HIVE Yguazú Facility - Hydro-Cooled):\nPhase 2 added an additional 100 MW of capacity at the HIVE Yguazú Facility. The Company deployed Bitmain Hydro AntSpace containers equipped with Bitmain S21+ Hydro ASIC equipment. Phase 2 was completed in early September, 2025 and delivered an incremental 6.5 EH/s of hashrate. Upon the completion of Phase 2,  the Company's total installed capacity reached approximately 18 EH/s, with a projected fleet efficiency of approximately 18.5 J/TH.\n\n**Phase 3 (HIVE Valenzuela Facility - Hydro-Cooled):**\nThe third and final phase involved the addition of 100 MW of hydro-cooled capacity at the Company's Valenzuela Facility, utilizing the same Bitmain Hydro AntSpace and Bitmain S21+ Hydro miner configuration as Phase 2. Phase 3 was completed on November 10, 2025. Upon completion, Phase 3 contributed an additional 6.5 EH/s of hashrate, bringing the Company's total installed hashrate capacity to approximately 24.5 EH/s. Fleet-wide energy efficiency is expected to improve further to approximately 17.5 J/TH.\n\nOn October 20, 2025, the Company announced a 100 MW expansion of its hashrate infrastructure at its Yguazú site in Paraguay, targeted for calendar year 2026. This expansion will increase the Company's total renewable capacity in Paraguay to 400 MW.\n\nSee Business Objectives and Milestones section under \"USE OF PROCEEDS\" for further details on expected facility site costs.\n\n**ASSET ACQUISITIONS**\n\nOn November 29, 2023, the Company acquired a data center in Sweden (\"Boden 2\"). In consideration, the Company issued 345,566 common shares of the Company to the vendor, made a cash payment totalling $647 thousand and $500 thousand in holdback common shares payable that are included in accounts payable and accrued liabilities as at March 31, 2026 and March 31, 2025. The Company also incurred $141 thousand in acquisition costs which were capitalized to the cost of the assets.\n\nThe $500 thousand in holdback common shares payable is to be paid at the later of: (i) the six month anniversary of the closing date; and (ii) the date on which any claims made by the Company within six months of the closing date relating to a breach of warranty under the property transfer agreement have been finally settled, and shall be composed of such number of Common Shares equal to $500 thousand less any amount payable by the Vendor to the Company in respect of such claim. As of the date of this report, the holdback common shares have not been paid out.\n\nThe Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired and liabilities assumed as the date of the acquisition:\n\n62\n\n**in thousands**   \n\nCash paid$647 \n\nShares issued 1,088 \n\nHoldback payable 500 \n\nAcquisition costs 141 \n\n**Total consideration****$****2,376** \n\n    \n\nLand$86 \n\nBuilding 1,587 \n\nEquipment 446 \n\nVAT receivables 360 \n\nTotal assets 2,479 \n\nCurrent liabilities (103)\n\n**Net assets acquired****$****2,376** \n\nOn January 24, 2025, the Company entered into an LOI with Bitfarms Ltd. (\"Bitfarms\") to acquire Zunz S.A., which owns a hashrate data center under construction in Yguazú, Paraguay designed for a total power capacity of up to 200 MW.  The acquisition closed on March 17, 2025.  In consideration, the Company paid $25 million cash up front and will pay the remaining purchase price of $31 million over six months.  The consideration paid also includes transaction costs of $692 thousand and cash advanced by the Company after January 28, 2025. During the year ended March 31, 2026, the Company made six instalment payments on the acquisition loan payable and at September 30, 2025, $nil remained outstanding (March 31, 2025 - $31 million).\n\nThe Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired and liabilities assumed as the date of the acquisition:\n\n***(in thousands)*** ** ** \n\n    \n\nCash paid**$****25,000** \n\nAcquisition loan payable** ****31,000** \n\nCash advances** ****7,260** \n\nAcquisition costs** ****692** \n\n**Total consideration**** ****63,952** \n\n ** **** ** \n\nLand**$****952** \n\nEquipment** ****44** \n\nBuilding and leasehold** ****57,070** \n\nPower purchase agreement guarantee** ****3,314** \n\nVAT receivables** ****3,126** \n\nOther** ****52** \n\n**Total assets****$****64,558** \n\nDeferred tax liability** ****(606****)**\n\n**Net assets acquired****$****63,952** \n\nOn September 15, 2025 the Company closed the acquisition of real property located at 15 City View Drive, Toronto, Ontario (the \"Property\") and shares of Megawatt Mining Corp. (\"MMC\") from an unrelated party. In consideration, the Company paid $9.2 million cash and issued 1 million common shares of the Company. The consideration paid also includes transaction costs of $556 thousand.\n\n63\n\nThe Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:\n\n***(in thousands)*** ** ** \n\n    \n\nCash paid **$**8,692 \n\nShare consideration** **3,919 \n\nAcquisition costs** **556 \n\n**Total consideration**** **13,167 \n\n ** **  \n\nCash**$**59 \n\nDeposits** **109 \n\nBuilding and land** **12,919 \n\nGST receivables** **151 \n\nAccounts payable** **(71)\n\n**Total assets****$**13,167 \n\nDeferred tax liability** **(-) \n\n**Net assets acquired****$**13,167 \n\nOn January 30, 2026, the Company closed the acquisition of real property located around Ontario's Toronto-Waterloo innovation corridor. In consideration, the Company paid $21.6 million cash and issued a mortgage to the seller in the amount of $14.7 million. The consideration paid includes transaction costs of $2.0 million.\n\nThe Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:\n\n***(in thousands)*** ** ** \n\n    \n\nCash paid$19,547 \n\nMortgage (Note 15)** **14,747 \n\nAcquisition costs** **2,026 \n\n**Total consideration****$****36,320** \n\n ** **  \n\nLand$36,320 \n\n**Net assets acquired****$****36,320** \n\n**CONVERTIBLE DEBENTURES**\n\nOn January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the \"Debentures\"), for aggregate gross proceeds of $15 million with U.S. Global Investors, Inc. (\"U.S. Global\").  The Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global, but the transaction was exempt from the formal valuation and minority approval requirements in Multilateral Instrument 61-10 *Protection of Minority Holders in Special Transactions,*because the fair market value of the transaction did not exceed 25% of the Company's market capitalization.\n\nThe 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 were 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 C$15.00 per Share.  Interest is payable monthly, and principal is payable quarterly.  In addition, U.S. Global was issued 5 million common share purchase warrants (the \"January 2021 Warrants\").  Each five whole January 2021 Warrants entitles U.S. Global to acquire one common Share at an exercise price of C$15.00 per Share for a period of three years from closing.  On January 12, 2024, the January 2021 Warrants expired unexercised. The Company has been paying down this debt on a quarterly basis and the total outstanding amount as of the year ended  March 31, 2026 is $nil.\n\n64\n\nSubsequent to the year ended March 31, 2026, on April 21, 2026, the Company's wholly-owned subsidiary, HIVE Bermuda 2026 Ltd., issued $115 million aggregate principal amount of exchangeable senior notes (the \"Notes\")  which included the full exercise of the initial purchasers' option to purchase an additional $15 million of Notes. Net proceeds were $109.5 million after deducting commissions and expenses.\n\nIn connection with the exchangeable note offering, HIVE entered into capped call transactions with certain financial institutions. The capped call transaction was designed to mitigate economic dilution or excess cash outlay upon exchange of the Notes above the exchange price up to the cap price. The capped call transactions were funded using approximately $19.8 million of cash on hand. \n\n**AT-THE-MARKET EQUITY PROGRAM**\n\nThe following table sets forth shares sold and gross proceeds received from shares sold under each of our ATM Equity Programs:\n\n **Year ended March 31,**\n\n **2026****2025****2024**\n\n **Shares****Gross**\n**Proceeds($)****Shares****Gross**\n**Proceeds ($)****Shares****GrossProceeds ($)**\n\nMay 2023 ATM Equity Program----1,374,700$6.8 million\n\nAugust 2023 ATM Equity Program--12,534,457$37.4 million13,612,024$52.7 million\n\nOctober 2024 ATM Equity Program15,266,061$25.9 million46,573,934$154.9 million--\n\nAmended October Equity 2024 ATM Program53,540,585$119.2 million----\n\nNovember 2025 Equity ATM Program19,909,599$56.9 million----\n\nOn May 10, 2023, the Company entered into an equity distribution agreement (\"May 2023 Equity Distribution Agreement\") with Stifel GMP and Canaccord Genuity Corp.  Under the May 2023 Equity Distribution Agreement, the Company was permitted, from time to time, sell up to $100 million of common shares in the capital of the Company (the \"May 2023 ATM Equity Program\"). The May 2023 Equity Distribution Agreement was terminated as of August 16, 2023.\n\nFor the year ended March 31, 2024, the Company issued 1,374,700 common shares (the \"May 2023 ATM Shares\") pursuant to the May 2023 ATM Equity Program for gross proceeds of C$9.0 million ($6.8 million).  The May 2023 ATM Shares were sold at prevailing market prices, for an average price per May 2023 ATM Share of C$6.55.  Pursuant to the May 2023 Equity Distribution Agreement, a cash commission of $0.2 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the May 2023 Equity Distribution Agreement. In addition, the Company incurred $162 thousand in fees related to its May 2023 ATM Equity Program.\n\nOn August 17, 2023, the Company entered into an equity distribution agreement (\"August 2023 Equity Distribution Agreement\") with Stifel GMP and Canaccord Genuity Corp.  Under the August 2023 Equity Distribution Agreement, the Company was permitted, from time to time, sell up to $90 million of common shares in the capital of the Company (the \"August 2023 ATM Equity Program\").\n\nFor the year ended March 31, 2024, the Company issued 13,612,024 common shares (the \"August 2023 ATM Shares\") pursuant to the August 2023 ATM Equity Program for gross proceeds of C$71 million ($52.7 million).  The August 2023 ATM Shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$5.22.  Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.6 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $316 thousand in fees related to its August 2023 ATM Equity Program.\n\n65\n\nFor the year ended March 31, 2025, the Company issued 12,534,457 common shares (the \"August 2023 ATM Shares\") pursuant to the August 2023 ATM Equity Program for gross proceeds of C$51.1 million ($37.4 million).  The August 2023 ATM shares were sold at prevailing market prices, for an average price per August 2023 ATM Share of C$4.08.  Pursuant to the August 2023 Equity Distribution Agreement, a cash commission of $1.1 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the August 2023 Equity Distribution Agreement. In addition, the Company incurred $2 thousand in fees related to its August 2023 ATM Equity Program. The August 2023 Equity Distribution Agreement was terminated as of July 8, 2024.\n\nOn October 3, 2024, the Company entered into an equity distribution agreement (\"October 2024 Equity Distribution Agreement\"). Under the October 2024 Equity Distribution Agreement, the Company was permitted, from time to time, sell up to $200 million of common shares in the capital of the Company (the \"October 2024 ATM Equity Program\").\n\nFor the year ended March 31, 2025, the Company issued 46,573,974 common shares (the \"October 2024 ATM Shares\") pursuant to the October 2024 ATM Equity Program for gross proceeds of $154.9 million.  The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of C$4.71. Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $4 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement. In addition, the Company incurred $0.5 million in fees related to its October 2024 ATM Equity Program. \n\nOn May 14, 2025, the Company entered into an amended and restated equity distribution agreement (the \"Amended October 2024 Equity Distribution Agreement\"). Under the Amended October 2024 Equity Distribution Agreement, the Company was permitted, from time to time, sell up to $119.2 million of common shares in the capital of the Company (the \"Amended October 2024 ATM Equity Program\").\n\nThe Amended October 2024 Equity Distribution Agreement restates and supersedes the previous October 2024 Equity Distribution Agreement, dated October 3, 2024, among the Company and the Agents, pursuant to which the Company sold common shares of the Company for aggregate proceeds of $180.8 million.\n\nFor the year ended March 31, 2026, the Company issued 15,266,061 October 2024 ATM Shares pursuant to the October 2024 ATM Equity Program for gross proceeds of $25.9 million.  The October 2024 ATM shares were sold at prevailing market prices, for an average price per October 2024 ATM Share of $1.70 (C$2.37). Pursuant to the October 2024 Equity Distribution Agreement, a cash commission of $0.7 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the October 2024 Equity Distribution Agreement. The October 2024 ATM Equity Distribution Agreement was terminated as of May 15, 2025 and replaced with the Amended October 2024 ATM Equity Distribution Agreement.\n\nFor the year ended March 31, 2026, the Company issued 53,540,585 common shares (the \"Amended October 2024 ATM Shares\") pursuant to the Amended October 2024 ATM Equity Program for gross proceeds of $119.2 million.  The Amended October 2024 ATM shares were sold at prevailing market prices, for an average price per Amended October 2024 ATM Share of $2.23 (C$3.05). Pursuant to the Amended October 2024 Equity Distribution Agreement, a cash commission of $3.1 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Amended October 2024 Equity Distribution Agreement. In addition, the Company incurred $199 thousand in fees related to its Amended October 2024 ATM Equity Program.  The Amended October 2024 ATM Equity Program was completed on October 1, 2025.\n\nOn November 25, 2025, the Company entered into an equity distribution agreement (\"November 2025 Equity Distribution Agreement\"). Under the November 2025 Equity Distribution Agreement, the Company may, from time to time, sell up to $300 million of common shares in the capital of the Company (the \"November 2025 ATM Equity Program\").\n\n66\n\nFor the year ended March 31, 2026, the Company issued 19,909,599 common shares (the \"November 2025 ATM Shares\") pursuant to the November 2025 ATM Equity Program for gross proceeds of $56.9 million.  The November 2025 ATM shares were sold at prevailing market prices, for an average price per November 2025 ATM Share of $2.86 (C$3.94). Pursuant to the November 2025 Equity Distribution Agreement, a cash commission of $1.7 million on the aggregate gross proceeds raised was paid to the agent in connection with its services under the November 2025 Equity Distribution Agreement. In addition, the Company incurred $227 thousand in fees related to its November 2025 ATM Equity Program. \n\nThe Company used the net proceeds from the May 2023 Equity Distribution Agreement, the August 2023 Equity Distribution Agreement, the October 2024 Equity Distribution Agreement, the Amended October 2024 Equity Distribution Agreement and the November 2025 Equity Distribution Agreement for the purchase of data center equipment, strategic investments including building Bitcoin assets on our balance sheet and general working capital.  HIVE ended the year ended March 31, 2026, with 150 Bitcoin on its balance sheet.\n\n**SPECIAL WARRANT FINANCING**\n\nOn December 28, 2023, the Company completed a bought-deal financing of 5,750,000 special warrants of the Company (the \"2023 Special Warrants\") at a price of C$5.00 per 2023 Special Warrant for aggregate gross proceeds to the Company of C$28.8 million (the \"2023 Special Warrant Offering\").  Each 2023 Special Warrant entitled the holder to receive without payment of additional consideration, one unit of the Company upon exercise consisting of one common share and one-half of common share purchase warrant.\n\nOn February 2, 2024, the 2023 Special Warrants were deemed exercised into one unit of the Company comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of C$6.00 per whole warrant until December 28, 2026. \n\nIn consideration of services, a cash commission of C$1.7 million, and 345,000 broker warrants were paid to the underwriters of the 2023 Special Warrant Offering. Each broker warrant entitles the holder to acquire one common share of the Company at an exercise price of C$5.00 per broker warrant until December 28, 2026. The broker warrants were valued at $1.28 million using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.51%, an expected volatility of 100%, an expected life of 3 years, a forfeiture rate of zero; and an expected dividend of zero. The Company also incurred C$257 thousand in professional and other fees associated with the 2023 Special Warrant financing.\n\nDuring the year ended March 31, 2026, the Company issued 215,625 common shares for total proceeds of C$1.1 million upon the exercise of broker warrants at a price of C$5.00 per warrant.\n\n**USE OF PROCEEDS**\n\n**2023 Special Warrants Financing**\n\nThe Company has used the net proceeds from the 2023 Special Warrants offering to support the growth of its hashrate services footprint. Specifically, the Company used the net proceeds to fund the purchase of 7,000 S21 Antminer ASIC units announced on December 22, 2023 which were expected to expand the Company's hashrate services capacity by 1.4 EH/s. The Company allocated C$19.5 million from the net proceeds to this acquisition, which includes C$0.2 million for supplemental expenses (which includes an update or expansion of power-distribution units to support the 7,000 S21 Antminer ASICs).  This resulted in an upgrade at the New Brunswick facility from the existing 38 J/TH units to new 17 J/TH Bitmain S21 units, which increased the Company's hashrate efficiency and improve the break-even cost of mining Bitcoin.\n\n67\n\nThe following table sets forth the business objectives by the Company for the amount of proceeds from the Offering allocated to the objective, and an estimated completion date.\n\n**Business Objective****Amount of Gross Proceeds Allocated (CAD)****Estimated CompletionDate**\n\nPurchase of 7,000 S21 Antminer ASIC units$19.5 millionCompleted(1)\n\nGeneral Working Capital & Overhead(2)$7.4 millionN/A\n\n**TOTAL:****$26.9 million****(3)****-**\n\nNote:\n\n(1) As per the Company's press release dated December 22, 2023, the units were to be delivered over the period from January 2024 to June 1, 2024. As of the date of this report, the units have been delivered. \n\n(2) The largest general working capital and overhead expenses for the Company are related to electricity and rent expenses at the Company's various facilities.\n\n(3) Represents net proceeds of C$28.8 million less the Underwriters' Commission of C$1.7 million and estimated total expenses of C$0.2 million.\n\nThe total cost of the 7,000 S21 Antminer ASIC units was approximately $24.5 million.  Accordingly, in addition to the gross proceeds raised under the offering, the Company paid approximately $10.0 million from the August 2023 ATM Equity Program towards the above-noted business objectives. As of the date of this report, the Company has fully funded the purchase of the 7,000 S21 units and all units have been delivered. \n\nThe remaining proceeds from the offering had been allocated for general working capital and overhead costs. As of the date of this report, all of the proceeds from the offering have been spent on the use of proceeds described above.\n\n**Prior Use of ATM Proceeds**\n\nThe Company previously raised aggregate gross proceeds of $6.8 million (C$9.0 million) pursuant to the May 2023 ATM Equity Program; $90.0 million (C$122.2 million) pursuant to the August 2023 ATM Equity Program; $300 million (C$419.1 million) pursuant to the October 2024 ATM Equity Program and the Amended October 2024 ATM Equity Program; and, as of the date hereof, has raised a total of $82.2 million (C$113.3 million) pursuant to the November 2025 ATM Equity Program.  The following chart summarizes the proceeds raised pursuant to these offerings, and the amount spent on the Company's various facilities during the time such offerings were active:\n\n**Agreement**\n\n**Proceeds**\n\n**Use of Proceeds Per Facility****(1)**\n\nMay 2023 ATM Equity Program\n\n$6.8 million\n\nPurchase of $5.2 million in data center equipment for Lachute (Québec) Facility\n\nPurchase of $12.9 million in data center equipment for New Brunswick Facility\n\nAugust 2023 ATM Equity Program\n\n \n\n$90 million\n\nPurchase of $15.1 million in data center equipment for Lachute (Québec) Facility\n\nPurchase of $24.2 million in data center equipment for Sweden (Boden & Boden 2) Facility\n\nPurchase of $25.1 million data center equipment for New Brunswick Facility\n\nPurchase of $5.9 million data center equipment for Montreal Facility\n\n \n\n68\n\nOctober 2024 ATM Equity Program and the Amended October 2024 ATM Equity Program\n $300 millionPurchase of $6.6 million in data center equipment for Sweden (Boden & Boden 2) Facility\n\nPurchase of $15.6 million data center equipment for New Brunswick Facility and Montreal Facility\n\nPurchase of $229.4 million in data center equipment and development costs for Paraguay Facilities\n\nPurchase of $20.3 million data center equipment for Montreal (HPC) Facility\n\nAcquisition of Zunz SA from Bitfarms Ltd. and project payments of $63.8 million for Yguazú Paraguay Facility\n\nNovember 2025 ATM Equity Program$82.2 millionPurchase of $0.1 million in data center equipment for Lachute (Québec) Facility\n\nPurchase of $27.5 million in data center equipment, land acquisition, and development costs for Paraguay Facilities\n\nData center development costs of $2 million for Sweden Facilities (Boden 2)\n\nData center cost consisting of equipment and deposits of $12.6 million for HPC\n\nLand acquisition cost of $25.3 million for HPC\n\nNotes:\n\n(1) Note that the use of proceeds per facility is not in exact alignment with the proceeds under the various at-the-market offerings, as the Company funds acquisitions through a number of methods, including private placements and operating revenues.\n\n**Business Objectives and Milestones**\n\nThe Company's business objectives are to increase shareholder value and continue its operations as one of the globally diversified publicly traded data center companies with a focus on digital asset hashrate services and HPC, powered by green energy.  The Company's expectations are based on significant assumptions and are subject to significant risks.\n\nThe Company intends to use the available funds as set forth above based on budgets and consultations with the Board of Directors of the Company.  However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary in order for the Company to achieve its overall business objectives.  Management has, and will continue to have, the discretion to modify the allocation of the Company's available funds, including the net proceeds of the offerings, if necessary. Investors are cautioned that the actual amount the Company spends in connection with each of the intended uses of the proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under \"TRENDS, UNCERTAINTIES AND OTHER FACTORS IMPACTING OUR BUSINESS AND INDUSTRY\" and elsewhere in this Annual Report, particularly under Item 1.A \"Risk Factors.\"\n\nThe following are the milestones set out by the Company as of the date hereof:\n\nThe Company continually upgrades its fleet of equipment by making strategic purchases to replace the least efficient ASIC equipment with new generation equipment. Since October 1, 2024, the Company has installed over 7,000 ASIC machines to replace less efficient units. The Company will continue to upgrade its fleet as part of its fleet upgrade strategy. As announced on November 10, 2024, and November 20, 2024, the Company ordered an additional 11,500 Canaan A1566 ASIC machines with 185 TH/s each and 18.5 J/TH efficiency. The cost for the 11,500 Canaan A1566 Miners is approximately $23.5 million. On December 30, 2025, the Company ordered 8,000 S21 XP units from that will be shipped between January 2026 and March 2026. As of the date of this report, the first two batches of 2,667 Antminer S21 XP units have been shipped and delivered. The Company anticipates expending approximately $60 million on fleet upgrade costs by end of calendar 2027. \n\nThe Company undertook a 300 MW expansion of its hashrate services infrastructure in calendar 2025, across its Yguazú and Valenzuela sites. This expansion was structured in three phases: Phases 1 and 2 at the Yguazú facility, and Phase 3 at Valenzuela. As of the date of this report, all three phases have been completed, bringing the Company's total installed capacity to approximately 25 EH/s. This expansion supports the Company's strategic objective to scale high-efficiency operations in cost-effective energy markets, while significantly increasing overall hashrate and operational capacity.\n\n69\n\nThe Company is undertaking a planned 100 MW expansion of its hashrate services infrastructure at its Yguazú site in Paraguay, targeted for calendar year 2026. As of the date of this report, construction activities related to the expansion have commenced and key infrastructure components have been ordered. The expansion is intended to support the Company's strategic objective of scaling high-efficiency Tier-I services operations in cost-competitive energy markets, while increasing overall installed capacity and hashrate.\n\nThe Company made several strategic ASIC purchases to scale to 25 EH/s. Notably these purchases are summarized as follows:\n\nIn November 2024, the Company completed the purchase of a total of 11,500 Canaan Avalon 1566 machines, comprising 6,500 units with a hashrate of 185 terahashes per second (\"TH/s\") and 5,000 units with a hashrate of 194 TH/s, each with a unit efficiency of 18.5 joules per terahash (\"J/TH\"). This equipment collectively added approximately 2.17 exahashes per second (\"EH/s\") of hashrate capacity.\n\nOn December 2, 2024, the Company completed the purchase of 13,480 Bitmain S21+ Hydro units, each with a unit efficiency of 15 J/TH and an average hashrate of 319 TH/s, representing approximately 4.3 EH/s of hashrate capacity. The Company also exercised the associated call option to acquire an additional 13,480 units within one year, bringing the total number of Bitmain S21+ Hydro machines purchased to 26,960 units, or approximately 8.6 EH/s of aggregate hashrate capacity.\n\nIn April 2025, the Company completed the purchase of 16,560 Bitmain S21+ Antminers at an average hashrate of 216 TH/s, representing approximately 3.57 EH/s of hashrate capacity. The Company also exercised a related call option to acquire an additional 15,000 Bitmain S21+ Hydro machines within one year, adding approximately 4.78 EH/s of incremental hashrate capacity and bringing the total hashrate associated with these purchases to approximately 8.35 EH/s.\n\nThe Company intends to spend approximately $35 million to transition the Toronto Facility to a Tier-III data center. $Nil expenditure has occurred as of the date of this report. The Toronto Facility was acquired on September 15, 2025.\n\nThe Company previously expressed its intent to expand its HPC line of operations by a factor of 10, which meant that the approximately 450 GPUs which were operating in the Company's beta test in early calendar year 2023 would be expanded to 4,800 GPUs operating in the HPC business unit. The Company notes that it had successfully installed 4,800 Nvidia A-series GPUs in Tier-III data centers (comprised of A40, A6000, A5000 and A4000 cards) operating in Supermicro servers, additionally the Company purchased 96 Nvidia H100 GPUs installed in Dell servers in December 2023.\n\n70\n\nSince the Company uses a business-to-business model, it does not control the customer engagement and marketing of the marketplace platforms where the GPUs are rented, there can be fluctuations in the demand outside of the Company's control. There are fixed costs associated with operating in a Tier-III data center, and as such the operating margins can also vary if revenue drops, with certain fixed costs in place.\n\nReferences to annualized revenue and run-rate revenue are considered future-oriented financial information. Readers should be cautioned that this information is used by the Company only for the purpose of evaluating the merit of this line of its business operations and may not be appropriate for other purposes.\n\nOver the next 36 months, the Company anticipates significant capital expenditures associated with expansion of its HPC business operations, totaling up to approximately $493 million. This includes early-stage allocation of investments of: (i) approximately $61 million in strategic land acquisitions for data center expansion (including land acquisition plans in Ontario, Canada); (ii) approximately $150 million in infrastructure buildout costs; (iii) up to approximately $150 million for GPU acquisitions to support high-performance computing and AI workloads; and (iv) up to approximately $132 million for GPU acquisitions for deployment within data centers in connection with its teaming agreement with Bell Canada, as announced on August 19, 2025.\n\nThe above business objective and milestones are set forth in the table below and as contemplated by the short form base shelf prospectus dated October 31, 2025, the progress of achieving these milestones, and a comparison of the actual costs spent against the estimated costs, other than those objective and milestones that the Company has previously announced or disclosed as having been completed or achieved.\n\n**BusinessObjectiveMilestone****Status****EstimatedCosts****Expenditures toDate**\n\nFleet upgradeOngoing. The Company undergoes continual upgrade of its fleet of equipment by making strategic purchases to replace the least efficient ASIC equipment with new generation equipment.$60 million$5.9 million\n\nHPC expansionOngoing. Over the next 36 months, the Company anticipates significant capital expenditures associated with expansion of its HPC business operations, totaling up to approximately $493 million. This includes early-stage allocation of investments of: (i) approximately $61 million in strategic land acquisitions for data center expansion (including land acquisition plans in Ontario, Canada); (ii) approximately $150 million in infrastructure buildout costs; (iii) up to approximately $150 million for GPU acquisitions to support high-performance computing and AI workloads; and (iv) up to approximately $132 million for GPU acquisitions for deployment within data centers in connection with its teaming agreement with Bell Canada as announced on August 19, 2025.$493 million$38 million\n\nUpgrade HIVE Facilities located in Toronto, Ontario to Tier-III HPC data centers.Ongoing.$35 million$nil\n\n25 EH/s target of hashrate services capacityCompleted.$351 million$423 million\n\n \n\n71\n\n**CONSOLIDATED RESULTS OF OPERATIONS ON A QUARTERLY BASIS**\n\n  **Q4 2026**  **Q3 2026**  **Q2 2026**  **Q1 2026**  **Q4 2025** \n\n*(in thousands)*               \n\nRevenue from digital currency mining$67,174 $88,225 $82,073 $40,797 $28,148 \n\nHigh performance computing hosting 4,642  4,886  5,180  4,814  3,013 \n\n  71,816  93,111  87,253  45,611  31,161 \n\n                \n\nOperating and maintenance (53,597) (60,084) (44,065) (28,983) (21,787)\n\nHigh performance computing service fees (689) (883) (784) (809) (596)\n\nDepreciation (52,702) (57,420) (38,292) (22,011) (17,967)\n\n  (35,172) (25,276) 4,112  (6,192) (9,189)\n\n                \n\nGross operating margin 17,530  32,144  42,404  15,819  8,778 \n\nGross operating margin % (1) 24%  35%  49%  35%  28% \n\nGross margin % (49%)  (27%)  5%  (14%)  (29%) \n\n                \n\nNet realized and unrealized gains (losses) on digital currencies (2) (7,218) (9,754) 4,553  23,161  (26,416)\n\nGeneral and administrative (9,395) (8,447) (7,800) (5,750) (5,260)\n\nForeign exchange gain (loss) (8,601) 4,737  601  2,872  (1,046)\n\nShare based compensation (7,237) (6,998) (5,472) (5,750) (4,639)\n\nUnrealized gain (loss) on investments (2,263) (13,654) (8,282) 8,172  (6,699)\n\nChange in fair value of derivatives (5,307) (31,571) (2,264) 16,436  2,028 \n\nProvision on sales tax receivables -  1,548  -  1,367  - \n\nImpairment of receivable on sale of subsidiary -  (1,816) -  -  - \n\nGain on sale of mining assets -  -  48  1,312  2,060 \n\nOther income (expenses) 967  699  54  325  (33)\n\nFinance expense (411) (299) (328) (288) (596)\n\nTax expense (1,703) (496) (1,019) (649) (3,159)\n\nNet income (loss) from continuing operations$(76,340)$(91,327)$(15,797)$35,016 $(52,949)\n\n                \n\nEBITDA (1)$(21,524)$(33,112)$23,842 $57,964 $(31,227)\n\nAdjusted EBITDA (1)$(8,980)$5,725 $31,530 $44,599 $(30,676)\n\n(1) Non-GAAP measure. A reconciliation to its nearest US GAAP measures is provided under \"Reconciliations of Non-GAAP Financial Performance Measures\" below.\n\n(2) Net realized and unrealized gains (losses) on digital currencies is calculated as the change in fair value (gain or loss) on the coin inventory, and the gain (loss) on the sale of digital currencies which is the net difference between the proceeds and the carrying value of the digital currency.\n\n**RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2025**\n\n***Revenue:***\n\n72\n\nRevenue from digital currency mining was $67.2 million for the current period compared to $28.1 million in the prior comparative period. The Company received 876 Bitcoin compared to 303 Bitcoin in the comparative prior period.  The main reasons for the increase was the higher amount of Bitcoin rewards as result of the increase in the Company's global hashrate and the average Bitcoin price during the current period of $76,476 compared to $93,590 in the comparative prior period offset with the increase in network difficulty of an average of 140.7 trillion during the current period compared to 111.2 trillion in the comparative period.\n\nRevenue from high-performance computing hosting was $4.6 million for the current period compared to $3 million in the prior period. This increase can mainly be attributed to the deployment of the Nvidia H200 GPU cluster in the current fiscal year that was acquired in Q4 F25. Revenue from market places doubled in addition to revenues from bare-metal contracts in the current fiscal year. In addition, the revenue from the GPUs will vary based on the market demand from the GPU marketplace aggregators where these GPUs are listed.\n\n***Cost of sales:***\n\nOperating and maintenance costs for digital currency mining were $51.3 million for the current period compared to $20.2 million in the prior period. These costs consisted of fees paid to suppliers (including local electricity providers), as well as service providers to operate our data centers.  These costs include daily monitoring and maintenance and all other costs directly related to the maintenance and operation of the data center equipment. The main reason for the increase was an increase in the Company's global hashrate resulting in an increase in electricity costs during the period totalling $45.3 million compared to $18.2 million in the comparative period.\n\nOperating and maintenance costs for high-performance computing hosting were $2.3 million for the current period compared to $1.6 million in the prior period. These costs consisted of fees paid to suppliers, service providers to operate our data centers and all other costs directly related to the maintenance and operation of the data center equipment. The increase is attributable to the Company's expanded infrastructure, including ongoing operations at Tier-III facilities in Montreal and Stockholm.\n\nHigh-performance computing service fees are fees from GPU marketplace aggregators where these GPUs are listed and will vary based on the market demand in connection with the revenue from high-performance computing hosting. The service fees were $0.7 million for the current period compared to $0.6 million for the prior period. \n\nDepreciation was $52.7 million for the current period compared to $18.0 million in the prior period. The increase was mainly attributable to additions as the Company expanded its fleet of ASIC machines.\n\n***Gross operating margin and gross margin:***\n\nThe gross operating margin from digital currency mining was $15.8 million in the current period compared to $8.0 million in the prior period. Gross operating margin is directly impacted by digital currency prices and the network difficulty level as this impacts revenue from mining operations. The increase in the gross margin is mainly due to the results of the above noted items under revenue and cost of sales.\n\nThe gross operating margin from high-performance computing hosting was $1.7 million in the current period compared to $0.8 million in the prior period. The increase in the gross margin is mainly due to the results of the above noted items under revenue and cost of sales.\n\nThe gross operating margin was $17.5 million in the current period compared to $8.8 million in the comparative prior period. The increase in the gross margin is mainly due to the results of the above noted items under revenue and cost of sales.\n\n***Net realized and unrealized gains (losses) on digital currencies:***\n\nThe Company recognized an unrealized loss on revaluing its digital currencies of $0.6 million compared to an unrealized loss of $23.5 million in the prior comparative period as result of Bitcoin price at the current period ended from the prior period and HODL balance. The Company mainly holds Bitcoin as a digital currency.\n\nIn addition, the Company disposed of digital currencies with a total gross value of $91.3 million during the current period. Of this amount, $84.6 million represented cash proceeds, while the remaining $6.6 million (representing 60.44 Bitcoin) was used as non-cash consideration for equipment deposits with Bitmain. The Company recognized a realized loss of $6.6 million on the gross disposal amount of $91.3 million. In the prior comparative period, the Company recorded proceeds of $81.5 million and recognized a loss on such sales of $2.9 million.\n\n73\n\n***Other items:***\n\nGeneral and administrative expenses were $9.4 million in the current period compared to $5.3 million in the prior period. Professional, advisory and consulting expenses increased by $1.9 million; office, administration and regulatory increased by $0.9 million, marketing increased by $0.1 million; and management fees, salaries, and wages increased by $1.2 million. These general and administrative expenses increased mainly as a result of increased operations in Paraguay and high-performance computing.\n\nForeign exchange loss was $8.6 million in the current period compared to a loss of $1.0 million in the prior period due to the movement in exchange rates.  The Company operates in multiple jurisdictions and is exposed to foreign currency fluctuations.\n\nShare based compensation expense was $7.2 million in relation to the options and restricted share units vested in the period compared to $4.6 million in the prior comparative period. The increase is mainly due to a RSU grants issued during the fiscal period.\n\nUnrealized loss on investments was $2.3 million compared to an unrealized loss of $6.7 million in the prior period.  The Company holds several investments some of which are traded in the active markets which fluctuate from time to time in value. \n\nChange in fair value of derivatives was a loss of $5.3 million compared to a gain of $2.0 million in the prior period. The Company transferred Bitcoin as a deposit on equipment and received options to buy back the Bitcoin. These options were measured at fair value on the issuance dates. The derivative component is re-valued each reporting period using the Black-Scholes option pricing model and as a result the Company recognized a loss of $6.2 million on these Bitcoin options and recognized a gain of $0.9 million on the warrant liability derivative.\n\nGain on equipment sales was nominal compared to a gain of $2.1 million in the prior period. The Company disposes of older-generation ASIC mining equipment and legacy GPU cards that are nearly or fully depreciated as opportunities arise to upgrade its data center equipment.\n\nOther income was $1.0 million in the current period compared to an expense of $33 thousand in the prior period.\n\nFinance expense was $0.4 million in the current period compared to $0.6 million in the prior period.  This includes interest for finance lease, loans payable, mortgage payable and the term loan. The decrease has been a result of the Company's repayment of its debts noted above.\n\nTax expense was $1.7 million in the current period compared to an expense of $3.2 million in the prior period. The reason for the decrease is due to tax strategies in new jurisdiction of Paraguay and the change in tax attributes available compared to the prior period.\n\n74\n\n**CONSOLIDATED RESULTS OF OPERATIONS ON A PERIOD END BASIS**\n\n     **Year ended March 31,** \n\n*(in thousands)* **2026**  **2025**  **2024** \n\n          \n\nRevenue from digital currency mining$278,269 $105,236 $111,044 \n\nHigh performance computing hosting 19,522  10,043  3,421 \n\n  297,791  115,279  114,465 \n\n          \n\nOperating and maintenance (186,729) (88,159) (76,308)\n\nHigh performance computing service fees (3,165) (1,972) (635)\n\nDepreciation (170,425) (64,490) (63,599)\n\n  (62,528) (39,342) (26,077)\n\n          \n\nGross operating margin 107,897  25,148  37,522 \n\nGross operating margin % (1) 36%  22%  33% \n\nGross margin % (21%)  (34%)  (23%)\n\n          \n\nNet realized and unrealized gains on digital currencies (2) 10,742  33,674  81,835 \n\nGeneral and administrative (31,392) (16,648) (13,204)\n\nForeign exchange (loss) gain (391) (5,107) 2,054 \n\nShare based compensation (25,457) (10,888) (7,249)\n\nUnrealized gain on investments (16,027) 19,067  3,743 \n\nRealized loss on investments -  (311) - \n\nChange in fair value of derivatives (22,706) 3,652  362 \n\nProvision on sales tax receivables 2,915  966  (6,777)\n\nImpairment of receivable on sale of subsidiary (1,816) -  - \n\nGain on sale of mining assets 1,360  18,493  1,081 \n\nOther income (expense) 2,045  346  (59)\n\nFinance expense (1,326) (2,290) (3,024)\n\nTax expense (3,867) (4,608) (6,185)\n\nNet loss from continuing operations$(148,448)$(2,996)$26,500 \n\n(1) Non-GAAP measure. A reconciliation to its nearest US GAAP measures is provided under \"Reconciliations of Non-GAAP Financial Performance Measures\" below.\n\n(2) Net realized and unrealized gains (losses) on digital currencies is calculated as the change in fair value (gain or loss) on the coin inventory, and the gain (loss) on the sale of digital currencies which is the net difference between the proceeds and the carrying value of the digital currency.\n\n**RESULTS FOR THE YEAR ENDED MARCH 31, 2026 COMPARED TO THE YEAR ENDED MARCH 31, 2025**\n\n***Revenue:***\n\nRevenue from digital currency mining was $278.3 million for the current period compared to $105.2 million in the prior period. The Company received 2,885 Bitcoin compared to 1,414 Bitcoin in the comparative prior period. The main reasons for the increase was the higher amount of Bitcoin rewards as result of the increase in the Company's global hashrate and the higher average Bitcoin price during the current period of $98,040 compared to $75,881 in the comparative prior period offset with the increase in network difficulty of an average of 135.8 trillion during the current period compared to 95.7 trillion in the comparative period.\n\n75\n\nRevenue from high-performance computing hosting was $19.5 million for the current period compared to $10.0 million in the prior period. This increase can mainly be attributed to the deployment of the Nvidia H200 GPU cluster in the current period that was acquired in Q4F25. Revenue from market places doubled and additional revenue from bare-metal contracts. Furthermore, the revenue from the GPUs will vary based on the market demand from the GPU marketplace aggregators where these GPUs are listed.\n\n***Cost of sales:***\n\nOperating and maintenance costs for digital currency mining were $178.0 million for the current period compared to $82.0 million in the prior period. These costs consisted of fees paid to suppliers (including local electricity providers) and service providers for operating our data centers.  These costs include daily monitoring and maintenance and all other costs directly related to the maintenance and operation of the data center equipment. The main reason for the increase was an increase in the Company's global operating footprint reaching 440 MW this period (driven by the completion of the 300 MW expansion in Paraguay) resulting in 25 EH/s of hashrate being realized, resulting in an increase in electricity costs during the period totalling $158.3 million compared to $70.4 million in the comparative period.\n\nOperating and maintenance costs for high-performance computing hosting were $8.7 million for the current period compared to $6.1 million in the prior period. These costs consisted of fees paid to suppliers, service providers to operate our data centers and all other costs directly related to the maintenance and operation of the data center equipment. The increase is attributable to the Company's expanded infrastructure, including ongoing operations at Tier-III facilities in Montreal and Stockholm.\n\nHigh-performance computing service fees are fees from GPU marketplace aggregators where these GPUs are listed and will vary based on the market demand in connection with the revenue from high-performance computing hosting. Service fees were $3.2 million in the current period, compared with $2.0 million in the prior period. \n\nDepreciation was $170.4 million for the current period compared to $64.5 million in the prior period. The increase was mainly attributable to additions as the Company expanded its fleet of ASIC machines.\n\n***Gross operating margin and gross margin:***\n\nThe gross operating margin from digital currency mining was $100.2 million in the current period compared to $23.2 million in the prior period. Gross operating margin is directly impacted by digital currency prices and the network difficulty level, as this impacts revenue from mining operations. The increase in gross margin is mainly due to the results of the above-noted items under revenue and cost of sales.\n\nThe gross operating margin from high-performance computing hosting was $7.7 million in the current period compared to $2.0 million in the prior period. The increase in the gross margin is mainly due to the results of the above noted items under revenue and cost of sales.\n\nThe gross operating margin was $107.9 million in the current period compared to $25.2 million in the comparative prior period. The increase in the gross margin is mainly due to the results of the above noted items under revenue and cost of sales.\n\n***Net realized and unrealized gains on digital currencies:***\n\nThe Company recognized an unrealized gain on revaluing its digital currencies of $0.1 million compared to a gain of $37.4 million in the prior comparative period as a result of the Bitcoin price at the period end as compared to the Bitcoin price at the year ended March 31 and the HODL balance. The Company mainly holds Bitcoin as a digital currency.\n\nIn addition, the Company disposed of digital currencies with a total gross value of $477.6 million during the current period. Of this amount, $269.1 million represented cash proceeds, while the remaining $208.5 million (representing 2,139 Bitcoin) was used as non-cash consideration for equipment deposits with Bitmain. The Company recognized a realized gain of $10.7 million on the gross disposal amount of $477.6 million.  In the prior comparative period, the Company recorded proceeds of $119.6 million and recognized a loss on such sales of $3.7 million.\n\n76\n\n***Other items:***\n\nGeneral and administrative expenses were $31.4 million in the current period compared to $16.6 million in the prior period. Professional, advisory and consulting expenses increased by $6.7 million; marketing expenses increased by $0.4 million; office, administration, and regulatory expenses increased by $2.4 million; management fees, salaries, and wages increased by $5.2 million.\n\nForeign exchange loss was $0.4 million in the current period compared to a loss of $5.1 million in the prior period due to the movement in exchange rates. The Company operates in multiple jurisdictions and is exposed to foreign currency fluctuations.\n\nShare-based compensation expense was $25.5 million in relation to the options and restricted share units vested in the period, compared to $10.9 million in the prior comparative period. The increase is mainly due to grants during the fiscal year and vesting of prior period grants.\n\nUnrealized loss on investments was $16.0 million compared to an unrealized gain of $19.1 million in the prior period.  The Company holds several investments, some of which are traded in the active markets, which fluctuate from time to time in value.  The Company purchased shares of a public company totalling $0.2 million and invested $0.7 million in a private company in the current period.\n\nRealized loss on investment was $nil compared to a loss of $0.3 million in the prior period.\n\nChange in fair value of derivatives was a loss of $22.7 million compared to a gain of $3.7 million in the prior period.  During the current period, the Company transferred 2,139 Bitcoin as a deposit on equipment and received options to buy back the Bitcoin.  These options were measured at fair value on the issuance dates. The derivative component is re-valued each reporting period using the Black-Scholes option pricing model and as a result the Company recognized a loss of $23.1 million on these Bitcoin options and recognized a gain of $0.4 million on the warrant liability derivative.\n\nProvision on sales tax receivable was a recovery of $2.9 million compared to $1.0 million in the prior period.  During the fiscal period, the Company received sales tax credits totalling $2.9 million connected to multiple sales tax filing periods spanning from July 2020 to September 2025 in connection with the Company's subsidiary 9376-9974 Quebec Inc. sales tax provisioned amounts.\n\nImpairment of receivable on sale of a subsidiary $1.8 million compared to $nil in the prior period. Management assessed the collectability of accounts receivables based on the financial worthiness of the counterparty and in light of recent events the Company has impaired the full amount of the receivable.\n\nGain on equipment sales was $1.4 million compared to a gain of $18.5 million in the prior period.  The Company disposes of older-generation ASIC mining equipment and legacy GPU cards that are nearly or fully depreciated as opportunities arise to upgrade its data center equipment.\n\nOther income was $2.0 million in the current period compared to $0.4 million in the prior period.\n\nFinance expense was $1.3 million in the current period compared to $2.3 million in the prior period.  This includes interest and accretion on the convertible debt, loans payable and the term loan. The decrease has resulted from the Company's repayment of its debts noted above.\n\nTax expense was $3.9 million in the current period compared to an expense of $4.6 million in the prior period. The Company incurs tax expense as result of taxable income in its operations in Sweden, Paraguay and Canada after the use of its tax attributes within those jurisdictions.\n\n**RESULTS FOR THE YEAR ENDED MARCH 31, 2025 COMPARED TO THE YEAR ENDED MARCH 31, 2024**\n\n***Revenue:***\n\n• Revenue from digital currency mining was $105.2 million for Fiscal 2025 compared to $111.0 million in Fiscal 2024. The Company mined 1,414 BTC compared to 3,123 BTC in the comparative prior period as a result of the Bitcoin Halving on April 20, 2024, which halved the miner rewards from 6.25 BTC to 3.125 BTC per block.  The main reasons for the decrease was the miner rewards were halved and the network difficulty was an average of 95.7T in Fiscal 2025 compared to 61.2T in the comparative period, even with a higher average Bitcoin price during Fiscal 2025of $75,881 compared to $36,351 in Fiscal 2024.\n\n77\n\n• Revenue from high performance computing hosting was $10.0 million for Fiscal 2025 compared to $3.4 million in Fiscal 2024. The revenue from the GPUs will vary based on the market demand from the GPU marketplace aggregators where these GPUs are listed. However, the Company specifically saw an increased demand for A40 GPUs and increased its deployment of A40 GPUs in order to capture this demand which led to increased revenue in that segment. Additionally, the Company brought online a cluster of Nvidia H100 GPUs in Q425 as part of its deployment of newer generation hardware, which helped the Company achieve its $10 million target.\n\n***Cost of sales:***\n\n• Operating and maintenance costs for digital currency mining were $82.0 million for Fiscal 2025 compared to $73.6 million in Fiscal 2024. These costs consisted of fees paid to suppliers (including local electricity providers), as well as service providers to operate our data centers.  These costs include daily monitoring and maintenance and all other costs directly related to the maintenance and operation of the data center equipment. The main reason for the increase was an increase in the Company's global hashrate resulting in an increase in electricity costs during the period.  Also contributing to the cost was the abolishment of the energy tax reduction in Sweden for data centers which occurred on July 1, 2023.\n\n• Operating and maintenance costs for high performance computing hosting were $6.1 million for Fiscal 2025 compared to $2.7 million in Fiscal 2024. These costs consisted of fees paid to suppliers, service providers to operate our data centers and all other costs directly related to the maintenance and operation of the data center equipment. The increase is attributable to the Company's expanded infrastructure, including ongoing operations at  Tier-III facilities in Montreal and Stockholm.\n\n• High performance computing service fees are fees from GPU marketplace aggregators where these GPUs are listed and will vary based on the market demand in connection with the revenue from high performance computing hosting. The service fees were $2.0 million for Fiscal 2025 compared to $0.6 million for Fiscal 2024.\n\n• Depreciation was $64.5 million for Fiscal 2025 compared to $63.6 million in Fiscal 2024. The change is nominal and due to timing in conjunction with additions and disposals in Fiscal 2025.\n\n***Gross operating margin and gross margin:***\n\n• The gross operating margin from digital currency mining was $23.2 million in Fiscal 2025 compared to $37.5 million in Fiscal 2024. Gross operating margin is directly impacted by digital currency prices and the network difficulty level as this impacts revenue from mining operations.\n\n• The gross operating margin from high performance computing hosting was $2.0 million in Fiscal 2025 compared to $48 in Fiscal 2024. The increase in the gross margin is mainly due to the results of the above noted items under revenue and cost of sales.\n\n• The gross margin was a gain of $25.1 million in Fiscal 2025 compared to a gain of $37.5 million in the comparative prior period. The decrease in the gross margin is mainly due to the results of the above noted items under revenue and cost of sales.\n\n***Revaluation of digital currencies:***\n\n• The Company recognized a gain on revaluing its digital currencies of $37.4 million in Fiscal 2025 compared to a gain of $77.2 million in Fiscal 2024. The Company mainly holds Bitcoin as a digital currency. During Fiscal 2025 end price of Bitcoin increased from an average price of $66,247 in April 2024 to $85,138 in March 2025, whereas, the price of Bitcoin increased from an average price of $28,854 in April 2023 to $67,381 in March 2024. In addition, the Company sold digital currencies and received proceeds of $119.6 million during Fiscal 2025 which resulted in the recording of a loss on such sale of $3.7 million. During Fiscal 2024, the Company recorded proceeds of $97.2 million and recognized a gain on such sales of $4.6 million.\n\n78\n\n***Other items:***\n\n• General and administrative expenses were $16.6 million in Fiscal 2025 compared to $13.2 million in Fiscal 2024. Management fees, salaries, and wages increased by $0.5 million, marketing expense increased by $0.9 million and office, administration, and regulatory expenses increased by $0.7 million, and professional, advisory and consulting expenses increased by $1.4 million.\n\n• Foreign exchange loss was $5.1 million in Fiscal 2025 compared to a gain of $2.1 million in Fiscal 2024 due to the movement in exchange rates.  The Company operates in multiple jurisdictions and is exposed to foreign currency fluctuations.\n\n• Share based compensation expense was $10.9 million in Fiscal 2025 in relation to the options and restricted share units vested in the period compared to $7.2 million in Fiscal 2024. The increase is on the account of the amortization of previous grants in prior periods, and grants of 2,491,000 on July 18, 2024, 2,442,000 RSU on November 5, 2024 and 1,117,000 on February 14, 2025.\n\n• Unrealized gain on investments was $19.1 million in Fiscal 2025 compared to an unrealized gain of $3.7 million in Fiscal 2024.  The Company holds several investments some of which are traded in the active markets which fluctuate from time to time in value.  The Company purchased shares of a public company totalling $1.5 million in Fiscal 2025.\n\n• Realized loss on investments was $0.3 million in Fiscal 2025 compared to $nil in Fiscal 2024. The Company sold shares in a public company for proceeds of $1.8 million with cost base of $2.1 million.\n\n• Change in fair value of derivatives was a gain of $3.7 million in Fiscal 2025 compared to a gain of $0.4 million in Fiscal 2024.  The derivative component is re-valued each reporting period using the Black-Scholes option pricing model.\n\n• Provision on sales tax receivable was a recovery of $1 million in Fiscal 2025 compared to a provision of $6.8 million in Fiscal 2024. The Company performed a review of the assessment over Sales tax receivables, examining the history of claims and payments received from various authorities, together with regulatory requirements. As a result, the Company determined certain amounts recoverable and recorded a recovery of the provision of $1.3 million for these receivables, net of an additional provision amount of $0.3 million during the period. For the prior comparative period, the Company determined that there is uncertainty over the collection of certain amounts and recorded a provision of $6.8 million for these receivables.\n\n• Gain on equipment sales were $18.5 million in Fiscal 2025 compared to a gain of $1.1 million in Fiscal 2024. The Company disposes of older generation ASIC mining equipment and legacy GPU cards that are nearly fully depreciated as opportunities present themselves as part of upgrading its fleet of data center equipment.\n\n• Other income was $346 in Fiscal 2025 compared to other expenses of $59 in Fiscal 2024.\n\n• Finance expense was $2.3 million in Fiscal 2025 compared to $3.0 million in Fiscal 2024.  This includes interest and accretion on the convertible debt, loans payable and the term loan.\n\n• Tax expense was $4.6 million in Fiscal 2025 compared to an expense of $6.2 million in Fiscal 2024. The main reason for the decrease is due to the tax attributes available compared to Fiscal 2024.\n\n79\n\n**CONSOLIDATED BALANCE SHEET**\n\n  **March 31,**  **March 31,** \n\n*(in thousands)* **2026**  **2025** \n\nCash$23,113 $23,375 \n\nAmounts receivable and prepaids 15,566  11,758 \n\nInvestments 9,741  24,136 \n\nDerivative asset 606  1,300 \n\nDigital currencies 10,822  181,146 \n\nPlant and equipment 480,476  202,848 \n\nLong term receivable 2,147  6,602 \n\nDeposits, net of provision 53,579  74,887 \n\nRight of use asset 43,096  5,546 \n\n**TOTAL ASSETS****$****639,146** **$****531,598** \n\n       \n\nAccounts payable and accrued liabilities$27,045 $15,377 \n\nCurrent portion of convertible loan - liability component -  1,871 \n\nCurrent portion of lease liability 12,368  2,645 \n\nCurrent portion of mortgage payable 143  - \n\nAcquisition loan payable -  31,000 \n\nTerm loan 2,038  3,558 \n\nCurrent portion of loans payable 1,460  2,792 \n\nWarrant liability 413  760 \n\nCurrent income tax liability 10,968  7,954 \n\nLoans payable 9,497  10,200 \n\nLease liability 31,212  3,095 \n\nMortgage payable 14,348  - \n\nDeferred tax liability 295  3,209 \n\n**TOTAL LIABILITIES****$****109,787** **$****82,461** \n\nThe following is a summary of key balance sheet items:\n\n***Cash and cash equivalents***\n\nCash and cash equivalents as at March 31, 2026, was $23.1 million, a decrease of $0.3 million from the prior year. Refer to the Liquidity and Capital Resources section below for details on changes in cash.\n\n***Amounts receivable and prepaids***\n\nAmounts receivable and prepaids increased by $3.8 million as a result of an increase sales tax and vat receivables of $4.8 million, mainly offset by a decrease in prepaid expenses of $0.8 million and trade receivables of $0.3 million.\n\n***Investments***\n\nThe Company holds a number of investments some of which are traded in active markets.  As a result, these investments fluctuate in value from time to time.  Investments decreased by $14.4 million from the prior year mainly due to a mark to market adjustments on these investments, net of additions and disposals.  In the current period, the Company purchased investments totalling $0.9 million and did not sell any investment holdings.\n\n80\n\n***Digital currencies***\n\nDigital currencies at March 31, 2026 mainly consisted of 150 Bitcoin (March 31, 2025 - 2,201 Bitcoin). The decrease in digital currencies was mainly due to 2,139 Bitcoin used towards equipment purchases. The Company entered into equipment purchase agreements whereby the Company was able to make the purchase in Bitcoin and also receive an option to repurchase the bitcoin in the future for a fixed price.\n\n***Property, plant and equipment***\n\nProperty, plant and equipment increased by $277.6 million primarily due to fixed assets additions of $448.2 million, mainly in Paraguay, and includes an acquisition of a data center and land located in Ontario, Canada, offset by depreciation of $170.4 million during the period. The remainder of the change is due to foreign exchange and the disposal of equipment.\n\n***Long term receivable***\n\nLong term receivable decreased by $4.4 million and has consisted of value added tax receivables and a receivable on the sale of a subsidiary. The Company recognized an impairment of receivable on sale of a subsidiary of $1.8 million during the current period. Management assessed the collectability of accounts receivables based on the financial worthiness of the counterparty and in light of recent events the Company has impaired the full amount of the receivable. In addition, VAT receivables decreased $2.6 million.\n\n***Derivative asset***\n\nThe Company entered into certain equipment purchase agreements to provide the Company with the right to pay for the equipment deposit using Bitcoin and if the Company chose to do so it would receive the right to repurchase the Bitcoin in the future for a fixed price. \n\nDuring the year ended March 31, 2026, the Company transferred a total of 2,139 Bitcoin as a deposit on equipment and received options to buy back the Bitcoin.  The options were initially measured at fair value on various issuance dates between April 2025 to March 2026 using the Black-Scholes option pricing model.\n\nAs at March 31, 2026, the Company had exercised certain options and repurchased a total of 799 Bitcoin in connection with its repurchase rights resulting in a gain of $12.8 million. \n\nThe options are re-valued each reporting period.  As at March 31, 2026, the Company holds options to repurchase 166 Bitcoin (March 31, 2025 - 172 Bitcoin) and the fair value of these options is $0.6 million at year end.\n\n***Deposits***\n\nDeposits mainly consist of deposits with energy suppliers and equipment deposits which decreased by $21.3 million during the period.  The decrease is mainly due to capitalization of assets in Paraguay by $58.0 million, offset by an increase in deposit amounts paid to the Administración Nacional de Electricidad (\"ANDE\") of $26.3 million in relation to the energization of the 100 MW and 200 MW facilities in Paraguay, $8.2 million in connection with the Company's partnership with Bell Canada, and $2.2 million towards import and bank deposits.\n\n***Right of use assets***\n\nRight of use assets increased by $37.6 million mainly due to a Dell Finance lease of 504 B200s for the Company's leased Manitoba, Canada datacenter under the Bell partnership agreement and leasing the datacenter from Bell located in Manitoba, Canada.\n\nThe Company financed over a term of 36 months, 504 B200s as announced November 17, 2025 which were received in March 2026. These units were capitalized as a finance lease and increased ROU assets by $29.7 million.\n\nThe Company entered into datacenter lease with Bell as announced March 16, 2026 for 1 MW facility in Manitoba, Canada with an optional 3 MW capacity for expansion over a term of 72 months. This operational lease increased ROU assets by $11.0 million.\n\nThe increases were offset by depreciation and foreign exchange.\n\n***Accounts payable and accrued liabilities***\n\nAccounts payable and accrued liabilities increased by $11.7 million during the period due to the normal course of operations and due to the timing of billings and payments.  At the current period ended, the Company had a total of $10.7 million payable to ANDE for energy consumption in Paraguay for its 100 MW and 200 MW facilities, which were paid as of the date of this report. In addition, at March 31, 2026, included in other payables is a $2.2 million (2025 - $nil) refundable customer deposit for high performance computing service agreement covering two months of service fees.\n\n81\n\n***Term loan***\n\nAs part of the Atlantic acquisition the Company acquired a $11.0 million term loan (\"Atlantic Term Loans\").  The Atlantic Term Loans were made up of two discrete balances; Term Loan 1 and Term Loan 2; and the total facility bears interest at 3.33% per annum and had a maturity date of June 30, 2024.  The Company renewed Term Loan 1 over a 1 year term bearing interest at 5.31% with a balance remaining of C$4.2 million, and Term Loan 2 was renewed at 5.15% over a 2 year term with a balance remaining of C$2.6 million. On June 30, 2025, the Company renewed Term Loan 1 over a 1-year term at an interest rate of 4.39% with a balance remaining of C$2.8 million.  The principal and interest payment is the same as noted above.\n\nThe Atlantic Term Loans decreased by $1.5 million as a result of the repayment of principal amounts during the period.\n\nOn April 21, 2025, the Company received a covenant amendment from its lender in relation to the Atlantic Term Loans maintained by HIVE Atlantic Datacentres Ltd.  The lender formally withdrew the minimum working capital ratio of 1.2 to 1 and the maximum long-term debt to tangible net worth ratio of 2 to 1, leaving the only remaining covenant of minimum debt service coverage ratio of EBITDA of 1.5 to 1.  As at March 31, 2026, HIVE Atlantic Datacentres Ltd. was in compliance with the amended required debt service coverage ratio covenant.\n\n***Warrant liability***\n\nAs part of the change in the functional currency of HIVE Digital Technologies Ltd. from the Canadian dollar to the U.S. dollar during the year ended March 31, 2025, all of the Company's issued and outstanding warrants were reclassified from equity to liability.  The warrants have strike prices denominated in Canadian dollars and are not indexed to the Company's stock because of the change in functional currency.  The warrant is re-valued each reporting period.  As at March 31, 2026, the warrant liability was re-valued at $0.4 million using the Black-Scholes option pricing model. The decrease was $0.35 million and the key input change in the pricing model was stock price.\n\n***Acquisition loan payable***\n\nAs part of the acquisition of Zunz SA during the year ended March 31, 2025, the Company was required to make equal monthly instalments over six months following the closing on March 17, 2025.  The Company made all instalments during the current period, resulting in a $nil balance owing at period end.\n\n***Current income tax liability***\n\nThe Company's current income tax liability increased by $3.0 million as a result of taxable income in its operations in Sweden, and Canada after the use of its tax attributes within those jurisdictions.\n\n***Convertible loan***\n\nThe convertible loan liability component decreased by $1.9 million as a result of repayment of principal net of accretion and interest during the period. As at March 31, 2026, the loan was repaid in full.\n\nThe convertible loan derivative component was re-valued each reporting period using the Black-Scholes option pricing model.  Prior to the Company's change in functional currency on April 1, 2024, 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 Digital Technologies Ltd. is Canadian dollars and the Convertible Loan is denominated in U.S. dollars, therefore the number of common shares to be issued depends on the foreign exchange rate at the date of settlement.  Consequently, the conversion feature was classified as a derivative liability. As of April 1, 2024, the conversion feature was reclassified to equity.\n\n***Loans payable***\n\nThe Company incurred a loan as part of the sale of the net assets of Boden Technologies AB.  The loan facility bears interest at the Swedish government borrowing rate plus 1% per annum and has a maturity date of December 31, 2035.  The decrease of $2.0 million is mainly due to the repayment of principal during the current period and foreign exchange.\n\n82\n\n***Lease liability***\n\nThe lease liabilities mainly increased by $37.8 million mainly because of lease payments made of $3.4 million during the period net of additions as noted under right of use assets above and foreign exchange during the current period.\n\n***Mortgage payable***\n\nDuring the fiscal year ended March 31, 2026, the Company acquired real property located in Ontario described under *\"*ASSET ACQUISTIONS\"*,* and the Company issued a vendor takeback mortgage to the seller. The mortgage has a principal of $14.7 million (C$20 million), bears interest at 6.00% annually and interest payments are due on a quarterly basis. The mortgage has a term of two years and the full amount of the principal is due at maturity.\n\n***Deferred tax liability***\n\nThe Company's deferred tax liability at March 31, 2026 decreased by $2.9 million as a result of the changes in the tax attributes and balances within the jurisdictions for the operational subsidiaries in which they operate.\n\n**RECONCILIATIONS OF NON-GAAP FINANCIAL PERFORMANCE MEASURES**\n\nThe Company has presented certain non-GAAP measures in this report.  Specifically, the Company has presented \"Gross Operating Margin,\" \"Gross Mining Margin,\" \"Gross Compute Margin,\" \"EBITDA,\" and \"Adjusted EBITDA\" (all as further described below). HIVE's Board of Directors and management use non-GAAP financial measures to supplement GAAP metrics to provide a more complete understanding of the factors and trends affecting the Company, and to better understand the Company's core operating results across fiscal reporting periods. The Company believes that these non-GAAP financial measures, while not a substitute for GAAP measures, provide investors with (i) an improved ability to evaluate the underlying performance of the Company and (ii) greater transparency of the key performance metrics used by management with respect to operational and financial decision making.\n\nThe non-GAAP financial measures presented herein are provided as supplemental information to the Company's performance measures calculated in accordance with GAAP and should not be considered in isolation or as a substitute for US GAAP. Non-GAAP financial measures do not have any standardized meaning prescribed under US GAAP and therefore may not be comparable to other issuers. Because of the non-standardized nature of non-GAAP financial measures, HIVE's presentation herein may not be comparable to similarly titled measures used by other companies. \n\n*Gross Operating Margin*\n\nThe Company believes that, in addition to conventional measures prepared in accordance with US GAAP, it is helpful to management, the board and investors to use the gross operating margin to evaluate the Company's performance and its ability to generate cash flows and service debt.  The gross operating margin is defined as total revenue less direct cash costs, being operating and maintenance costs and high-performance computing service fees. \n\nThe following table provides illustration of the calculation of the gross operating margin for the last five quarters:\n\nCalculation of Gross Operating Margin:\n*(in thousands)* **Q4 2026**  **Q3 2026**  **Q2 2026**  **Q1 2026**  **Q4 2025** \n\n                \n\nRevenue (1)$71,816 $93,111 $87,253 $45,611 $31,161 \n\n*Less:*               \n\nOperating and maintenance costs: (53,597) (60,084) (44,065) (28,983) (21,787)\n\nHPC service fees: (689) (883) (784) (809) (596)\n\n**Gross Operating Margin****$****17,530** **$****32,144** **$****42,404** **$****15,819** **$****8,778** \n\n                \n\n**Gross Operating Margin %** **24%**  **35%**  **49%**  **35%**  **28%** \n\n  (1) As presented on the statements of (loss) income and comprehensive income (loss).\n\nThe following table provides illustration of the calculation of the gross operating margin for the last three fiscal years:\n\nCalculation of Gross Operating Margin:\n*(in thousands)* **FY26**  **FY25**  **FY24** \n\n          \n\nRevenue (1)$297,791 $115,279 $114,465 \n\n*Less:*         \n\nOperating and maintenance costs: (186,729) (88,159) (76,308)\n\nHPC service fees: (3,165) (1,972) (635)\n\n**Gross Operating Margin****$****107,897** **$****25,148** **$****37,522** \n\n          \n\n**Gross Operating Margin %** **36%**  **22%**  **33%** \n\n  (1) As presented on the statements of (loss) income and comprehensive income (loss).\n\n*Gross Mining Margin*\n\nThe Company believes that, in addition to conventional measures prepared in accordance with US GAAP, it is helpful to management, the board and investors to use the gross mining margin to evaluate the Company's performance and its ability to generate cash flows and service debt.  The gross mining margin is defined as revenue from digital currency mining less direct cash costs, being operating and maintenance costs related to these activities. \n\n83\n\nGross mining margin is directly impacted by Bitcoin price and Bitcoin network Difficulty (which are both publicly available statistics).  The Difficulty is an integer value that is proportional to the number of hashes required to solve a block.  Revenue is directly proportional to Bitcoin price, and inversely proportional to Difficulty.\n\nThe following table provides illustration of the calculation of the gross mining margin for the last five quarters:\n\nCalculation of Gross Mining Margin:\n*(in thousands)* **Q4 2026**  **Q3 2026**  **Q2 2026**  **Q1 2026**  **Q4 2025** \n\n                \n\nRevenue from digital currency mining$67,174 $88,225 $82,073 $40,797 $28,148 \n\n*Less:*               \n\nMining operating and maintenance costs: (51,334) (57,785) (42,076) (26,843) (20,195)\n\n**Gross Mining Margin****$****15,840** **$****30,440** **$****39,997** **$****13,954** **$****7,953** \n\n                \n\n**Gross Mining Margin %** **24%**  **35%**  **49%**  **34%**  **28%** \n\nThe following table provides illustration of the calculation of the gross mining margin for the last three fiscal years:\n\nCalculation of Gross Mining Margin:\n*(in thousands)* **FY26**  **FY25**  **FY24** \n\n          \n\nRevenue from digital currency mining$278,269 $105,236 $111,044 \n\n*Less:*         \n\nMining operating and maintenance costs: (178,038) (82,041) (73,570)\n\n**Gross Mining Margin****$****100,231** **$****23,195** **$****37,474** \n\n          \n\n**Gross Mining Margin %** **36%**  **22%**  **34%** \n\n*Gross Compute Margin*\n\nThe Company believes that, in addition to conventional measures prepared in accordance with US GAAP, it is helpful to management, the board and investors to use the gross HPC margin to evaluate the Company's performance and its ability to generate cash flows and service debt for its HPC business.  The gross HPC margin is defined as revenue from high-performance computing hosting less direct cash costs, being operating and maintenance costs related to these activities and high-performance computing service fees. \n\nThe following table provides illustration of the calculation of the gross HPC margin for the last five quarters:\n\nCalculation of Gross HPC Margin:\n*(in thousands)* **Q4 2026**  **Q3 2026**  **Q2 2026**  **Q1 2026**  **Q4 2025** \n\n                \n\nHigh performance computing hosting$4,642 $4,886 $5,180 $4,814 $3,013 \n\n*Less:*               \n\nHPC operating and maintenance costs: (2,263) (2,299) (1,989) (2,140) (1,592)\n\nHPC service fees: (689) (883) (784) (809) (596)\n\n**Gross HPC Margin****$****1,690** **$****1,704** **$****2,407** **$****1,865** **$****825** \n\n                \n\n**Gross HPC Margin %** **36%**  **35%**  **46%**  **39%**  **27%** \n\nThe following table provides illustration of the calculation of the gross HPC margin for the last three fiscal years:\n\nCalculation of Gross HPC Margin:\n*(in thousands)* **FY26**  **FY25**  **FY24** \n\n          \n\nHigh performance computing hosting$19,522 $10,043 $3,421 \n\n*Less:*         \n\nHPC operating and maintenance costs: (8,691) (6,118) (2,738)\n\nHPC service fees: (3,165) (1,972) (635)\n\n**Gross HPC Margin****$****7,666** **$****1,953** **$****48** \n\n          \n\n**Gross HPC Margin %** **39%**  **19%**  **1%** \n\n*EBITDA & Adjusted EBITDA*\n\nThe Company uses EBITDA and Adjusted EBITDA as a metric that is useful to management, the board and investors 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 by removing other non-cash items, including share-based compensation, finance expense, depreciation and one-time transactions.\n\nThe following table provides illustration of the calculation of EBITDA and Adjusted EBITDA for the last five quarters:\n\n84\n\n \n\nCalculation of EBITDA & Adjusted EBITDA:\n*(in thousands)* **Q4 2026**  **Q3 2026**  **Q2 2026**  **Q1 2026**  **Q4 F2025** \n\n**Net (loss) income (1)** (76,340) (91,327) (15,797) 35,016  (52,949)\n\n*Add the impact of the following:*               \n\nFinance expense 411  299  328  288  596 \n\nDepreciation 52,702  57,420  38,292  22,011  17,967 \n\nTax expense 1,703  496  1,019  649  3,159 \n\n**EBITDA** **(21,524****)** **(33,112****)** **23,842**  **57,964**  **(31,227****)**\n\nChange in fair value of derivatives 5,307  31,571  2,264  (16,436) (2,028)\n\nProvision on sales tax receivables -  (1,548) -  (1,367) - \n\nImpairment of receivable on sale of subsidiary -  1,816  -  -  - \n\nGain on sale of mining assets -  -  (48) (1,312) (2,060)\n\nShare-based compensation 7,237  6,998  5,472  5,750  4,639 \n\n**Adjusted EBITDA** **(8,980****)** **5,725**  **31,530**  **44,599**  **(30,676****)**\n\n(1) As presented on the statements of (loss) income and comprehensive income (loss).\n\nThe following table provides illustration of the calculation of EBITDA and Adjusted EBITDA for the last three fiscal years:\n\nCalculation of EBITDA & Adjusted EBITDA:\n*(in thousands)* **FY26**  \n**FY25**\n  \n**FY24**\n \n\n**Net (loss) income (1)** (148,448) (2,996) 26,500 \n\n*Add the impact of the following:*         \n\nFinance expense 1,326  2,290  3,024 \n\nDepreciation 170,425  64,490  63,599 \n\nTax expense 3,867  4,608  6,185 \n\n**EBITDA** **(27,170****)** **(68,392****)** **99,308** \n\nChange in fair value of derivatives 22,706  (3,652) (362)\n\nProvision on sales tax receivables (2,915) (966) 6,777 \n\nImpairment of receivable on sale of subsidiary 1,816  -  - \n\nGain on sale of mining assets (1,360) (18,493) (1,081)\n\nShare-based compensation 25,457  10,888  7,249 \n\n**Adjusted EBITDA** **72,874**  **56,169**  **111,891** \n\n(1)    As presented on the statements of (loss) income and comprehensive income (loss).\n\n**SUMMARY OF QUARTERLY RESULTS**\n\nAs noted above, beginning with our audited financials for the year ended March 31, 2025, our financials are prepared in accordance with U.S. GAAP. Set forth below is unaudited supplemental quarterly financial information that reflects material retrospective adjustments to our consolidated statements of operations as a result of the transition to GAAP and is intended to assist investors in evaluating our results of operations on a consistent basis across periods.\n\n              **REVISED** \n\n  **Q4 2026**  **Q3 2026**  **Q2 2026**  **Q1 2026**  **Q4 2025** \n\n*(in thousands, except share amounts)* **$**  **$**  **$**  **$**  **$** \n\nRevenue 71,816  93,111  87,253  45,611  31,161 \n\nNet (loss) income (76,340) (91,327) (15,797) 35,016  (52,949)\n\nBasic (loss) income per share (0.30) (0.38) (0.07) 0.19  (0.34)\n\nDiluted (loss) income per share (0.30) (0.38) (0.07) 0.18  (0.34)\n\n                \n\n                \n\n  **REVISED**  **REVISED**  **REVISED**  **REVISED**  **REVISED** \n\n  **Q4 2025**  **Q3 2025**  **Q2 2025**  **Q1 2025**  **Q4 2024** \n\n*(in thousands, except share amounts)* $  $  $  $  $ \n\nRevenue 31,161  29,229  22,648  32,241  36,881 \n\nNet (loss) income (52,949) 68,161  80  (18,288) 54,476 \n\nBasic (loss) income per share (0.34) 0.53  0.00  (0.17) 0.55 \n\nDiluted (loss) income per share (0.34) 0.52  0.00  (0.17) 0.55 \n\n**LIQUIDITY AND CAPITAL RESOURCES**\n\nOur primary sources of liquidity include our cash and cash equivalents, debt facilities, Bitcoin on our balance sheet, equity sales, and the cash flows generated from operations. We are exploring additional financing structures, including the use of project-level financing, to finance our development initiatives, including infrastructure build outs. The Company has been reliant on external financing to take advantage of growth opportunities while preserving its cryptocurrency assets.  The Company's success is dependent on the Company's ability to efficiently mine and liquidate digital currencies and its profitability in its HPC business revenue stream.\n\nAs at March 31, 2026, the Company had working capital of $5.4 million (March 31, 2025 - working capital balance of $175.8 million).\n\nThe following table shows a summary of our cash flows for the periods indicated (in thousands):\n\n85\n\n ** ****For the year ended March 31,** \n\n** **** ****2026**  **2025**  **2024** \n\nNet cash provided by operating activities$62,337  16,634  9,640 \n\nNet cash used in investing activities (222,914) (183,773) (77,341)\n\nNet cash provided by financing activities 159,890  180,374  73,004 \n\nEffects of exchange rate changes on cash 425  102  2 \n\nNet change in cash during the year (262) 13,697  5,305 \n\nCash, restricted cash equivalents and bank overdraft         \n\n  Beginning of the year 23,375  9,678  4,373 \n\n**  End of the year**$23,113  23,375  9,768 \n\n***Operating Activities***\n\nNet cash provided by operating activities increased by $45.7 million in Fiscal Year 2026 compared to Fiscal Year 2025, primarily due to stronger underlying operations (higher cash earnings and working-capital inflows), which more than offset any increases in interest or other operating cash costs.\n\nNet cash provided by operating activities increased by $7.0 million in Fiscal Year 2025 compared to Fiscal Year 2024, primarily due to improved operating performance and favourable working-capital movements relative to 2024.\n\n***Investing Activities***\n\nNet cash used in investing activities increased by $39.1 million in Fiscal Year 2026 compared to Fiscal Year 2025, primarily due to higher capital expenditures on property and equipment and other long-term investments in the business, indicating expansion rather than divestitures.\n\nNet cash used in investing activities increased by $106.4 million in Fiscal Year 2025 compared to Fiscal Year 2024, primarily due to higher spending on capital assets and other long-term investments compared with the prior year.\n\n***Financing Activities***\n\nNet cash provided by financing activities decreased by $20.8 million in Fiscal Year 2026 compared to Fiscal Year 2025, primarily due to the repayment of the Yguazú acquisition loan payable and higher loan and debenture repayments, partially offset by a slightly larger share offering in 2026.\n\nNet cash provided by financing activities increased by $107.7 million in Fiscal Year 2025 compared to Fiscal Year 2024, primarily due to larger share offerings in 2025 ($186.8 million vs 55.7 million) and the absence of one-time items like the 21,738 special warrants issued in 2024, with only modest changes in loan and debenture repayments.\n\nAs at March 31, 2026, the contractual maturities of financial and other liabilities, including estimated interest payments, are as follows:\n\n  **Contractual**             \n\n*(in thousands)* **cash flows**  **within 1 year**  **1 to 3 years**  **3 to 5 years**  **5+ years** \n\nAccounts payable$26,545 $26,545 $- $- $- \n\nTerm loan 2,038  2,038  -  -  - \n\nLease commitments - operating 16,318  4,155  5,561  4,448  2,154 \n\nLease commitments - finance 34,212  11,404  22,808  -  - \n\nMortgage payable 16,070  861  15,209  -  - \n\nLoans payable and interest 12,706  1,417  2,737  2,608  5,944 \n\n**Total****$****107,889** **$****46,420** **$****46,315** **$****7,056** **$****8,098** \n\n***Lawsuits***\n\nOur lawsuits are summarized in Note 17 (*Commitments and Contingencies*) to the Financial Statements.\n\n86\n\n***Commitments***\n\nOur commitments are summarized in Note 17 (*Commitments and Contingencies*) to the Financial Statements.\n\n***Contingent liability***\n\nOur contingent liability is summarized in Note 17 (*Commitments and Contingencies*) to the Financial Statements.\n\n**OFF-BALANCE SHEET ARRANGEMENTS**\n\nAs of the date of this report, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.\n\n**CRITICAL ACCOUNTING POLICIES AND ESTIMATES**\n\nOur management's discussion and analysis of our financial condition and results of operations is based  on our consolidated financial statements, which are prepared in accordance with US GAAP.  While our significant accounting policies are described in Note 3 of the Company's consolidated financial statements included elsewhere in this report, we believe that the following accounting policies and estimates are most critical to understanding and evaluating this management's discussion and analysis:\n\n*Revenue from digital currency mining*\n\nWe participate in digital asset mining pools and provides computing power and transaction verification services to the mining pool in exchange for non-cash consideration in the form of Bitcoin. We measure the non-cash consideration received at the fair market value of the Bitcoin received. Management estimates fair value on a daily basis, as the quantity of Bitcoin received multiplied by the price quoted on the date and time it was received in the Company's wallet.\n\n*Stock-based compensation*\n\nWe measure equity-settled share-based payments, including equity awards such as stock options, restricted stock units and broker warrants to certain of its employees, directors, officers, and consultants based on their fair value at the grant date and recognizes compensation expense on a graded basis over the vesting period. The amount recognized as an expense is net of estimated forfeitures, such that the amount ultimately recognized is based on the number of awards that ultimately vest. We estimate forfeitures based on historical forfeiture trends. If actual forfeiture rates are not consistent with our estimates, we may be required to increase or decrease compensation expenses in future periods\n\n*Impairment of long-lived assets*\n\nWe evaluate long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This process includes (i) grouping and testing at the lowest level for which identifiable independent cash flows  are available (\"Asset Group\") (ii) preparing a projected undiscounted cash flow analysis for the respective asset or Asset Group and (iii) if the asset or Asset Group is not recoverable, measuring impairment loss as the excess of the carrying value over the fair value, if any. Actual outcomes could differ from these estimates.\n\n87\n\n**SUBSEQUENT EVENTS**\n\nSubsequent to the year ended March 31, 2026, the Company issued 939,250 common shares under the RSU plan upon the exercise of restricted share units.\n\nSubsequent to the year ended March 31, 2026, the Company issued 8,651,059 November 2025 ATM Shares pursuant to the November 2025 ATM Equity Program for gross proceeds of $25.2 million.  The November 2025 ATM shares were sold at prevailing market prices for an average price per November 2025 ATM Share of $2.91 (C$4.03). Pursuant to the November 2025 Equity Distribution Agreement, a cash commission of $0.9 million on the aggregate gross proceeds raised was paid to the Agents in connection with its services under the November 2025 Equity Distribution Agreement.\n\nOn April 21, 2026, the Company’s wholly-owned subsidiary, HIVE Bermuda 2026 Ltd., issued $115 million aggregate principal amount of exchangeable senior notes (the “Notes”) which included the full exercise of the initial purchasers’ option to purchase an additional $15 million of Notes. Net proceeds were $109.5 million after deducting commissions and expenses. In connection with the exchangeable note offering, HIVE entered into capped call transactions with certain financial institutions. The initial cap price represents a 125% premium over the April 16, 2026 Nasdaq price (approximately $4.92 per share), designed to mitigate economic dilution or excess cash outlay upon exchange of the Notes above the exchange price up to the cap price. The capped call transactions were funded using approximately $19.8 million of cash on hand.\n\nOn May 15, 2026, the Company closed the acquisition of real property located around Ontario's Toronto-Waterloo innovation corridor. In consideration, the Company paid $5 million cash and issued a mortgage to the seller in the amount of $4.4 million. The consideration paid includes transaction costs of $0.6 million. The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business"}