10. Convertible Loans

i. $15 million convertible note

On 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.

The Debentures mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures will be issued at par, with each Debenture being redeemable by the Company at any time, and convertible at the option of the holder into common shares in the capital of the Company at a conversion price of C$15.00 per share. Interest is payable monthly, and principal repayments are quarterly. In addition, U.S. Global was issued 5 million common share purchase warrants (the "Warrants"). Each five whole Warrant entitles U.S. Global to acquire one common at an exercise price of C$15.00 per Share for a period of three years from closing. The Warrants expired unexercised on January 12, 2024.

Prior to the Company's change in functional currency on April 1, 2024, the Company determined that the Convertible Loan contained an embedded derivative liability because the conversion feature was not indexed to the Company's stock. The conversion feature was not indexed to the Company's stock because the loan is denominated in U.S. dollars and changes in the exchange rate will impact the expected cash flows upon the instrument's settlement. Consequently, the conversion feature was classified as a derivative liability. As of April 1, 2024, the conversion feature was reclassified to equity.

The Company allocated the proceeds of $15.0 million first to the derivative component for $8.6 million, with the residual value to the liability component for $6.4 million. The derivative component was valued on initial recognition using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 0.69%; an expected volatility of 105%; an expected life of 2.71 years; a forfeiture rate of zero; and an expected dividend of zero

ii. $115 million convertible note

On April 21, 2026, the Company's wholly-owned subsidiary, HIVE Bermuda 2026 Ltd. (the "Issuer"), issued $115 million aggregate principal amount of 0% exchangeable senior notes (the "Notes") due 2031, which included the full exercise of the initial purchasers' option to purchase an additional $15 million principal amount of Notes. The Notes are unsecured, guaranteed by the Company, do not bear interest, and mature on April 15, 2031, unless earlier exchanged, redeemed or repurchased. In connection with the offering, the Company entered into capped call transactions with certain financial institutions to reduce the potential dilution to its common shares (or reduce the Company's cash payment obligation if the Notes are settled in cash) if the trading price of the Company's common shares exceeds the exchange price of the Notes at the time of exchange. The capped calls are a legally separate derivative instrument accounted for separately from the Notes.

Prior to January 15, 2031, the Notes may be exchanged only upon the occurrence of certain events, including: (i) during specified periods when the market price of the Company's common shares exceeds 130% of the applicable exchange price, (ii) during specified periods when the trading price of the Notes is less than 98% of the product of the last reported sale price of the Company's common shares and the applicable exchange rate, (iii) following a notice of redemption by the Company, or (iv) upon the occurrence of specified corporate events. On or after January 15, 2031 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange their Notes at any time, regardless of these conditions.

Upon exchange, the Company may settle the obligation in cash, common shares, or a combination of both, at its discretion. The initial exchange rate is 389.5029 common shares per $1,000 principal amount, equivalent to an initial exchange price of approximately $2.57 per share, representing a 17.5% premium over the $2.185 reference price. The $2.185 reference price is the last reported sale price of the Company's common shares on Nasdaq on April 16, 2026. The exchange rate is subject to customary anti-dilution adjustments and, in certain circumstances, may be increased for exchanges in connection with a make-whole fundamental change or following a notice of redemption.

The Notes are not redeemable prior to April 20, 2029, except upon the occurrence of certain changes in laws governing Canadian withholding taxes. On or after April 20, 2029, the Company may redeem the Notes, in whole or in part, for cash if the last reported sale price of its common shares has been at least 130% of the exchange price for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. Holders will also have the right to require the Company to repurchase their Notes for cash on April 15, 2029, and, in the event of a fundamental change, at any time thereafter, in each case at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.

As at June 30, 2026, none of the conditions permitting the holders of the Notes to exchange their Notes early or to require the Company to repurchase the Notes for cash have been met. Accordingly, the Notes are classified as long-term debt.

Transaction costs of $5.2 million relating to agent fees and legal fees were capitalized and deducted from the carrying amount of the Notes. Net proceeds from the offering were $109.8 million.

iii. $130 million convertible note

On June 30, 2026, the Company's wholly-owned subsidiary, HIVE Bermuda 2026 Ltd. (the "Issuer"), issued $130 million aggregate principal amount of 0% exchangeable senior notes (the "Notes") due 2031, which included the full exercise of the initial purchasers' option to purchase an additional $15 million principal amount of Notes. The Notes are unsecured, guaranteed by the Company, do not bear interest, and mature on July 1, 2031, unless earlier exchanged, redeemed or repurchased. In connection with the offering, the Company entered into capped call transactions with certain financial institutions to reduce the potential dilution to its common shares (or reduce the Company's cash payment obligation if the Notes are settled in cash) if the trading price of the Company's common shares exceeds the exchange price of the Notes at the time of exchange. The capped calls are a legally separate derivative instrument accounted for separately from the Notes.

Prior to April 1, 2031, the Notes may be exchanged only upon the occurrence of certain events, including: (i) during specified periods when the market price of the Company's common shares exceeds 130% of the applicable exchange price, (ii) during specified periods when the trading price of the Notes is less than 98% of the product of the last reported sale price of the Company's common shares and the applicable exchange rate, (iii) following a notice of redemption by the Company, or (iv) upon the occurrence of specified corporate events. On or after April 1, 2031 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange their Notes at any time, regardless of these conditions.

Upon exchange, the Company may settle the obligation in cash, common shares, or a combination of both, at its discretion. The initial exchange rate is 206.9429 common shares per $1,000 principal amount, equivalent to an initial exchange price of approximately $4.83 per share, representing a 27.5% premium over the $3.79 reference price. The $3.79 reference price is the last reported sale price of the Company's common shares on Nasdaq on June 25, 2026.

The exchange rate is subject to customary anti-dilution adjustments and, in certain circumstances, may be increased for exchanges in connection with a make-whole fundamental change or following a notice of redemption.

The Notes are not redeemable prior to July 5, 2029, except upon the occurrence of certain changes in laws governing Canadian withholding taxes. On or after July 5, 2029, the Company may redeem the Notes, in whole or in part, for cash if the last reported sale price of its common shares has been at least 130% of the exchange price for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. Holders will also have the right to require the Company to repurchase their Notes for cash on July 1, 2030, and, in the event of a fundamental change, at any time thereafter, in each case at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.

As at June 30, 2026, none of the conditions permitting the holders of the Notes to exchange their Notes early or to require the Company to repurchase the Notes for cash have been met. Accordingly, the Notes are classified as long-term debt.

Transaction costs of $5.1 million relating to agent fees and legal fees were capitalized and deducted from the carrying amount of the Notes. Net proceeds from the offering were $124.9 million.

Liability Component

In connection with the January 2021 convertible note, the derivative component was remeasured at fair value on June 30, 2026, immediately prior to the reclassification to equity. The derivative component was valued at $0.1 million using the Black-Scholes option pricing model with the following assumptions: share price of C$4.56 an expected weighted average risk-free interest rate of 4.5%; an expected weighted average volatility of 79%; and an expected weighted average life of 1.1 years. 

In connection with the April 2026 $115 million exchangeable notes, the Company entered into capped call transactions with certain financial institutions, funded using approximately $19.8 million of cash on hand. The capped call transactions have a cap price of $4.92 per share, representing a 125% premium over the $2.185 reference price. The capped call transactions do not meet the scope exception from derivative accounting, as they fail the equity classification requirements because the Company cannot settle these transactions by means other than cash, and are therefore treated as a derivative asset measured at fair value.

In connection with the June 2026 $130 million exchangeable notes, the Company entered into capped call transactions with certain financial institutions, funded using approximately $15.7 million of cash on hand. The capped call transactions have a cap price of $8.5275 per share, representing a 125% premium over the $3.79 reference price. The capped call transactions do not meet the scope exception from derivative accounting, as they fail the equity classification requirements because the Company cannot settle these transactions by means other than cash, and are therefore treated as a derivative asset measured at fair value.