HIVE Digital Technologies Ltd.

This Annual Report on Form 40-F contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our Management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimate," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Any investment in our common shares involves a high degree of risk. In particular, each of the following risks may materially and adversely affect our business objective, plan of operation and financial condition. These risks may cause the market price of our common shares to decline, causing investors to lose some or all of their investments in the Company, our ability to achieve and maintain profitability, which depends to a large degree on factors we cannot control, including the value of cryptocurrencies, our electricity costs, the availability of equipment and the related supply chain for graphics processing chips and regulatory changes; high volatility in the value of cryptocurrencies generally and in the value of Bitcoin particularly, and the effect of such volatility on our ability to operate profitably; changes in the regulatory and legal environments in the countries and Canadian Provinces in which we operate may lead to future challenges to operating our business or may subject our business to added costs with the result that some or all of our operating facilities become less profitable or unprofitable altogether; changes in United States tax laws may impose burdensome reporting or regulation on our operations; risks related to our failure to continue to obtain financing on a timely basis and on acceptable terms; our ability to keep pace with technology changes and competitive conditions; other risks and uncertainties related to our business plan and business strategy; and the impact on the world economy of pandemics.

The forward-looking statements in this Annual Report and the exhibits incorporated by reference herein, are based on what the Company currently believes are reasonable assumptions, including assumptions related to the following:

• the business and economic conditions affecting the Company's operations in their current state, including, general levels of economic activity, regulations, taxes and interest rates;

• the Company's ability to profitably generate cryptocurrencies;

• the Company's ability to successfully acquire and maintain required regulatory licenses and qualifications;

• historical prices of cryptocurrencies;

• the emerging cryptocurrency and blockchain markets and sectors;

• the Company's ability to maintain good business relationships;

• the Company's ability to manage and integrate acquisitions;

• the Company's ability to identify, hire and retain key personnel;

• the Company's ability to raise sufficient debt or equity financing to support the Company's continued growth;

• the technology, proprietary and non-proprietary software, data and intellectual property of the Company and third parties in the cryptocurrencies and digital asset sector is able to be relied upon to conduct the Company's business;

• the Company does not suffer a material impact or disruption from a cybersecurity incident, cyber-attack or theft of digital assets;

• continued maintenance and development of cryptocurrency mining facilities;

• continued growth in usage and in the blockchain for various applications;

• continued development of a stable public infrastructure, with the necessary speed, data capacity and security required to operate blockchain networks;

• the absence of adverse regulation or law; and

• the absence of material changes in the legislative, regulatory or operating framework for the Company's existing and anticipated business.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Some of the risks that could cause outcomes and results to differ materially from those expressed in the forward-looking statements include:

• the Company's cryptocurrency inventory may be exposed to cybersecurity threats and hacks;

• regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company's operations;

• the value of cryptocurrencies may be subject to volatility and momentum pricing risk.

• cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure;

• energy costs in the regions where we operate may increase;

• risks related to HPC businesses;

• possibility of less frequent or cessation of monetization of cryptocurrencies;

• limited history of de-centralized financial system;

• cryptocurrency network difficulty and impact of increased global computing power;

• banks may not provide banking services, or may cut off banking services, to businesses; that provide cryptocurrency-related services or that accept cryptocurrencies as payment;

• the impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain;

• political and regulatory risk;

• changes to tax laws;

• permits and licences;

• server failures;

• global financial conditions;

• tax consequences;

• we are currently, and may in the future be, subject to tax audits that may result adverse consequences to our business, financial condition and results of operations;

• passive foreign investment Company regulations could affect U.S. shareholders;

• environmental regulations;

• environmental liability;

• the further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate;

• acceptance and/or widespread use of cryptocurrency is uncertain;

• the Company may be required to sell its inventory of cryptocurrency to pay suppliers;

• facility developments;

• the Company's operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies;

• the Company's coins may be subject to loss, theft or restriction on access;

• incorrect or fraudulent coin transactions may be irreversible;

• if the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations;

• the price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets;

• risk related to technological obsolescence and difficulty in obtaining hardware;

• risks related to insurance;

• transactional fees and demand for bitcoin;

• future profits/losses and production revenues/expenses;

• property and other insurance risks;

• hazards associated with high-voltage electricity transmission and industrial operations may result in suspension of our operations or the imposition of civil or criminal penalties;

• international conflict;

• energy tariffs in Paraguay;

• development and growth of the hive Paraguay facilities and other infrastructure projects;

• imposition of U.S. tariffs;

• risk of potential adverse U.S. federal income tax consequences to 10% or greater united states shareholders;

• transfer pricing;

• the 2028 bitcoin halving;

• tax decision in respect of the Company’s subsidiaries;

• limited operating history;

• future capital needs, uncertainty of additional financing and dilution;

• management of growth;

• additional funding requirements and dilution;

• loss of key employees & contractors;

• pandemics;

• conflicts of interest;

• liquid market or securities;

• dividends;

• interest rate risk;

• currency exchange risk;

• trading price of common shares and volatility;

• risks related to our status as a foreign private issuer;

• regulatory changes or actions may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a manner adverse to our business;

• legal proceedings;

• classification of bitcoin or other cryptocurrencies as an investment security or commodity; and

• uncertainty in accounting standards for bitcoin and other cryptocurrencies may lead to financial restatements and business disruptions.

Applicable risks and uncertainties include, but are not limited to, those identified: under the heading “Risk Management” in each of the Registrant’s Management’s Discussion & Analysis for the year ended March 31, 2025 attached hereto as Exhibit 99.3 and under the heading “Risk Factors” in the Registrant’s Annual Information Form for the year ended March 31, 2025, attached hereto as Exhibit 99.1, and all of the foregoing incorporated herein by reference, and in other filings that the Registrant has made and may make with applicable securities authorities in the future. Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained this Annual Report and the exhibits incorporated by reference herein are expressly qualified by this cautionary statement. The forward-looking statements contained in this Annual Report and the exhibits incorporated by reference herein represents the expectations of the Registrant as of the date of this Annual Report or the applicable exhibit incorporated by reference herein and, accordingly, is subject to change after such date. Additionally, the safe harbor provided in Section 21E of Exchange Act, and Section 27A of the Securities Act), applies to forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Tabular Disclosure of Contractual Obligations” in this Annual Report. Except as required by applicable law, the Registrant does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company has prepared its financial statements, which are filed as Exhibit 99.2 to this Annual Report and incorporated by reference herein, in conformity with accounting principles generally accepted in the United States of America.