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Published: 2022-02-16 14:45:02 ET
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EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 HIVE Blockchain Technologies Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

HIVE Blockchain Technologies Ltd.

Condensed Interim Consolidated Financial Statements

For the three and nine months ended December 31, 2021 and 2020

(Expressed in US dollars)

(Unaudited)


HIVE Blockchain Technologies Ltd.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in US dollars unless otherwise indicated)
(Unaudited)


    December 31,     March 31,  
    2021     2021  
             
             
Assets            
Current assets            
   Cash $ 63,646,540   $ 40,290,513  
   Amounts receivable and prepaids (Note 9)   10,034,555     8,768,109  
   Investments (Note 8)   26,731,708     981,736  
   Digital currencies (Note 10)   168,091,387     57,499,720  
    268,504,190     107,540,078  
             
   Data centre equipment (Note 11)   107,057,742     21,598,803  
   Deposits (Note 12)   95,647,490     45,532,751  
   Investment in sublease (Note 16)   -     76,744  
   Right of use asset (Note 16)   1,327,961     2,978,284  
   Intangible asset (Notes 6, 7)   14,622,817     604,070  
Total assets $ 487,160,200   $ 178,330,730  
             
Liabilities and equity            
Current liabilities            
   Accounts payable and accrued liabilities $ 10,965,293   $ 3,478,137  
   Taxes payable   -     73,085  
   Current portion of lease liability (Note 16)   907,577     1,910,712  
   Current portion of term loan (Note 15)   2,273,208     -  
   Loans payable (Notes 5, 14, 25)    1,224,102     4,396,191  
    15,370,180     9,858,125  
             
   Convertible loan - liability component (Note 13)   5,783,438     6,290,741  
   Convertible loan - derivative component (Note 13)   8,798,714     9,418,331  
   Term loan (Note 15)   7,555,009     -  
   Loan payables (Notes 5, 14, 25)   17,137,393     17,137,393  
   Lease liability (Note 16)   487,981     1,153,127  
Total liabilities   55,132,715     43,857,717  
             
Equity            
   Share capital (Note 19)   328,732,256     259,905,407  
   Special warrants (Note 19)   84,522,843     -  
   Reserves and accumulated other comprehensive income   11,801,356     5,195,324  
   Retained earnings (deficit)   6,971,030     (130,627,718 )
Total equity   432,027,485     134,473,013  
Total liabilities and equity $ 487,160,200   $ 178,330,730  
             
Nature of operations (Note 1)            
Commitments and contingencies (Note 17)            

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements


HIVE Blockchain Technologies Ltd.
Condensed Interim Consolidated Statements of Income and Comprehensive Income
(Expressed in US dollars unless otherwise indicated)
(Unaudited)


    Three months ended December 31,     Nine months ended December 31,  
    2021     2020     2021     2020  
                         
                         
Revenue from digital currency mining (Note 10) $ 68,183,402   $ 13,707,879   $ 158,042,263   $ 33,277,753  
                         
Cost of digital currency mining                        
    Operating and maintenance costs   (6,526,317 )   (3,078,934 )   (20,340,350 )   (10,846,921 )
    Depreciation (Notes 6, 11, 16)   (14,992,288 )   (2,476,592 )   (31,517,999 )   (5,903,235 )
    46,664,797     8,152,353     106,183,914     16,527,597  
                         
Revaluation of digital currencies (Note 10)   4,052,617     6,315,970     13,577,527     8,635,736  
Gain on sale of digital currencies (Note 10)   7,949,927     1,679,213     16,735,396     4,156,500  
Hosting revenue   661,387     393,518     3,358,251     585,318  
                         
Expenses                        
    General and administrative (Note 21)   (2,862,011 )   (911,076 )   (6,639,574 )   (2,039,296 )
    Foreign exchange gain (loss)   (1,676,763 )   1,746,573     (3,036,061 )   1,661,155  
    Share-based compensation (Note 19)   (1,672,614 )   (209,726 )   (5,473,677 )   (868,947 )
    (6,211,388 )   625,771     (15,149,312 )   (1,247,088 )
                         
Realized gain on investments (Note 8)   -     6,639     -     6,639  
Unrealized gain on investments (Note 8)   11,875,641     148,967     12,235,357     148,967  
Change in fair value of derivative liability (Note 13)   590,837     -     619,617     -  
Gain on sale of subsidiary (Note 5)   -     -     3,171,275     -  
Finance expense   (1,338,151 )   (111,918 )   (3,133,277 )   (342,283 )
Net income for the period $ 64,245,667   $ 17,210,513   $ 137,598,748   $ 28,471,386  
                         
Other comprehensive income                        
  Other comprehensive income to be reclassified to                        
    profit or loss in subsequent periods:                        
  Translation adjustment   1,480,885     382,751     902,986     3,968  
Net income and comprehensive income
 for the period
$ 65,726,552   $ 17,593,264   $ 138,501,734   $ 28,475,354  
                         
Basic income per share $ 0.17   $ 0.05   $ 0.36   $ 0.08  
Diluted income per share $ 0.16   $ 0.05   $ 0.34   $ 0.08  
                         
Weighted average number of common shares outstanding                        
    Basic (Note 20)   388,433,985     346,013,499     382,362,844     344,223,155  
    Diluted (Note 20)   412,060,707     363,327,167     405,989,565     361,536,823  

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements


HIVE Blockchain Technologies Ltd.
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in US dollars unless otherwise indicated)
(Unaudited)


     Share capital     Special Warrants            Cumulative              
                            Equity     translation     Retained earnings      Total  
    Shares issued      Amount     Number (in units)     Amount     reserve      adjustment     (deficit)     equity  
          $           $     $     $     $     $  
At March 31, 2020   327,145,564     188,542,547     -     -     5,974,398     (263,108 )   (173,167,402 )   21,086,435  
Share-based compensation   -     -     -     -     868,947     -     -     868,947  
Quebec acquisition   15,000,000     2,458,470     -     -     -     -     -     2,458,470  
Exercise of options   3,125,000     1,106,164     -     -     (416,031 )   -     -     690,133  
Vesting of restricted stock units   1,212,500     334,661     -     -     (334,661 )   -     -     -  
Shares issued for services   100,000     25,312     -     -     -     -     -     25,312  
Income for the period   -     -     -     -     -     -     28,471,386     28,471,386  
Translation adjustment   -     -     -     -     -     3,968     -     3,968  
At December 31, 2020   346,583,064     192,467,154     -     -     6,092,653     (259,140 )   (144,696,016 )   53,604,651  
                                                 
At March 31, 2021   367,712,036     259,905,407     -     -     5,095,314     100,010     (130,627,718 )   134,473,013  
Share-based compensation   -     -     -     -     5,473,677     -     -     5,473,677  
Warrants issued for asset purchase   -     -     -     -     2,030,045     -     -     2,030,045  
Shares offering   10,872,500     34,956,137     -     -     -     -     -     34,956,137  
Special warrants   -     -     19,170,500     89,917,918     -     -     -     89,917,918  
Issuance costs   -     (1,518,471 )   -     (5,395,075 )   -     -     -     (6,913,546 )
Atlantic acquisition   5,000,000     18,874,701     -     -     -     -     -     18,874,701  
Shares issued for investment   4,000,000     12,726,694     -     -     -     -     -     12,726,694  
Exercise of options   1,887,963     3,142,131     -     -     (1,155,018 )   -     -     1,987,113  
Vesting of restricted stock units   1,156,500     645,657     -     -     (645,657 )   -     -     -  
Income for the period   -     -     -     -     -     -     137,598,748     137,598,748  
Translation adjustment   -     -     -     -     -     902,986     -     902,986  
At December 31, 2021   390,628,999     328,732,256     19,170,500     84,522,843     10,798,360     1,002,996     6,971,030     432,027,485  

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements


HIVE Blockchain Technologies Ltd.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in US dollars unless otherwise indicated)
(Unaudited)


     Nine months period ended December 31,  
    2021     2020  
             
Operating activities            
   Income for the period: $ 137,598,748   $ 28,471,386  
   Adjusted for:            
     Depreciation   31,517,999     5,903,235  
     Gain on sale of subsidiary   (3,171,275 )   -  
     Gain on investment   (12,235,357 )   (6,639 )
     Change in fair value of derivative liability   (619,617 )   -  
     Accretion on convertible debt - liability portion   1,742,697     -  
     Share-based compensation   5,473,677     868,947  
     Interest expense   111,546     332,737  
   Changes in non-cash working capital items:            
     Amounts receivable and prepaids   (1,017,768 )   (9,396,109 )
     Taxes payable   (73,085 )   (144,545 )
     Digital currencies   (110,591,667 )   (10,641,776 )
     Accounts payable and accrued liabilities   3,849,197     3,405,231  
Cash provided by operating activities   52,585,095     18,792,467  
             
Investing activities            
   Deposits on equipment   (47,598,608 )   (8,992,185 )
   Investments   (499,980 )   (323,849 )
   Quebec acquisition   -     (1,235,873 )
   Purchase of mining equipment   (96,714,794 )   (11,542,831 )
   Cash divested from sale of subsidiary   (237,254 )   -  
Cash used in investing activities   (145,050,636 )   (22,094,739 )
             
Financing activities            
   Exercise of options   1,987,113     690,133  
   Shares offering   33,437,666     -  
   Issuance of warrants   84,522,843     -  
   Repayment of loan   (1,136,598 )   -  
   Repayment of debenture   (2,250,000 )   -  
   Lease payments made, net of lease payments received   (1,636,687 )   (1,742,245 )
Cash provided by (used in) financing activities   114,924,337     (1,052,112 )
             
Effect of exchange rate changes on cash   897,231     197,256  
Net change in cash during the period   23,356,027     (4,157,128 )
Cash, beginning of period   40,290,513     5,130,127  
Cash, end of period $ 63,646,540   $ 972,999  
             
Supplemental cash flow information            
   Digital assets in amounts receivable and prepaids $ -   $ (1,166,864 )
   Share consideration issued for Quebec acquisition $ -   $ 2,458,470  
   Share consideration issued for Atlantic acquisition $ 18,694,219   $ -  
   Share consideration issued for investments $ 12,726,694   $ -  
   Share consideration issued for deposits $ 2,030,045        
   Recognition of right of use assets and lease liabilities $ 2,469,327   $ -  
             
Supplemental disclosures:            
   Interest paid $ 286,047   $ -  
   Income taxes paid $ -   $ -  

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

1. Nature of Operations

HIVE Blockchain Technologies Ltd. (the "Company") was incorporated in the province of British Columbia on June 24, 1987.  The Company is a reporting issuer in each of the Provinces and Territories of Canada and is listed for trading on the TSXV, under the symbol "HIVE.V", as well on the Nasdaq's Capital Markets Exchange under "HIVE", and on the Open Market of the Frankfurt Stock Exchange under "HBF".  The Company's head office is located at Suite 855, 789 Pender Street, Vancouver, BC, V6C 1H2, and the Company's registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3.

In connection with the Company's change of business filed in September 2017 ("Change of Business"), the Company acquired digital currency mining data centre equipment in Iceland. Following the initial acquisition, the Company acquired additional data centre equipment in Iceland and Sweden throughout fiscal 2018.  Phases one and two of Sweden commenced operations on January 15, 2018 and March 31, 2018 respectively, while phase three commenced operations on April 30, 2018. On April 9, 2020 the Company acquired a data centre in Quebec, Canada (Note 6), and on April 15, 2021 the Company acquired a data centre in New Brunswick, Canada (Note 7). The Company is in the business of providing infrastructure solutions, including the provision of computational capacity to distributed networks, in the blockchain industry.  The Company's operations are focused on the mining and sale of digital currencies.  Digital currencies are subject to risks unique to the asset class and different from traditional assets.  Additionally, at times assets may be held by third party custodians or exchanges that are limited in oversight by regulatory authorities.

The negative impact on the global supply chain related to the COVID-19 pandemic has presented challenges to the Company including increased shipping costs and delaying obtaining equipment from China on a timely basis. Additionally, the Company continues to face uncertainty in the availability of equipment from suppliers as it relates to the Company's ASIC equipment.

2. Basis of Presentation

(a) Statement of Compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting of the International Financial Reporting Standards" ("IFRS") as issued by the International Accounting Standards Board ("IASB") and follow the same accounting policies and methods of application as the Company's March 31, 2021 annual audited financial statements, unless otherwise noted.  Accordingly, they should be read in conjunction with the Company's most recent annual statements.

The unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis except for some financial instruments that have been measured at fair value.

The Company is in the business of the mining and sale of digital currencies, many aspects of which are not specifically addressed by current IFRS guidance. The Company is required to make judgements as to the application of IFRS and the selection of accounting policies. The Company has disclosed its presentation, recognition and derecognition, and measurement of digital currencies, and the recognition of revenue as well as significant assumptions and judgements; however, if specific guidance is enacted by the IASB in the future, the impact may result in changes to the Company's earnings and financial position as presented.

These unaudited condensed interim consolidated financial statements were approved and authorized for issuance by the Board of Directors on February 14, 2022.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

2. Basis of Presentation (continued…)

(b) Consolidation

These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, which are controlled by the Company (the "Group"). Control is achieved when the parent company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has all of the following: (i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect its returns.

The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that control ceases. All significant inter-company transactions, balances, income and expenses are eliminated on consolidation.

As of December 31, 2021, the Company had the following wholly owned subsidiaries: HIVE Blockchain Switzerland AG, Bikupa Datacenter AB, Bikupa Datacenter 2 AB, Hive Digital Data Ltd., Liv Eiendom AS, 9376-9974 Quebec Inc., and GPU Atlantic Inc.  HIVE Blockchain Switzerland AG had one wholly owned subsidiary, HIVE Blockchain Iceland ehf.

(c) Presentation and functional currency

Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities are translated using the year end foreign exchange rate. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in the profit and loss.  The functional currency for HIVE Blockchain Technologies Ltd., 9376-9974 Quebec Inc., and GPU Atlantic Inc is the Canadian dollar, and it is the US dollar for its other wholly owned subsidiaries.

(d) Comprehensive income (loss)

Total comprehensive income (loss) comprises all components of profit or loss and other comprehensive income (loss). Other comprehensive income (loss) includes gains and losses from translating the financial statements of an entity's whose functional currency differs from the presentation currency.

(e) Goodwill

Goodwill represents the excess of the purchase price paid for an acquisition over the fair value of the net tangible and intangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill has an indefinite useful life, is not subject to amortization and is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that they may be impaired.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

3. Significant Judgements

(a)  Functional currency

The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company's digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and the currencies in which expenses are settled, by each entity, as well as the currency in which each entity receives or raises financing.  Changes to these factors may have an impact on the judgment applied in the determination of the Company's functional currency.

(b) Digital assets - accounting

The Company has assessed that it acts in a capacity as a commodity broker-trader as defined in IAS 2, Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets.  If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders' margin, such assets are accounted for as inventory, and changes in fair value (less costs to sell) are recognized in profit or loss.

(c) Assessment of transactions as an asset acquisition or business combination

Management determines whether assets acquired and liabilities assumed constitute a business.  A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Whether an acquisition is classified as a business combination or asset acquisition can have a significant impact on the presentation made on and after acquisition.

The Company completed the Quebec Acquisition in April 2020 (Note 6) and the Atlantic Acquisition in April 2021 (Note 7) and concluded that both entities acquired qualified as a business combination under IFRS 3, "Business Combinations". Accordingly, the Quebec Acquisition and the Atlantic Acquisition have been accounted for as a business acquisition.

(d) Revenue from digital currency mining

The Company recognizes revenue from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed "cryptocurrency mining".  As consideration for these services, the Company receives digital currency from each specific network in which it participates ("coins").  Revenue from digital currency mining is measured based on the fair value of the coins received.  The fair value is determined using the spot price of the coin on the date of receipt.  The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re-measured at each reporting date.  Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit and loss in accordance with the Company's treatment of its digital currencies as a traded commodity.

There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of revenue from digital currency mining for mining of digital currencies.  Management has examined various factors surrounding the substance of the Company's operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

3. Significant Judgements (continued…)

(e) Contingencies

Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. Such contingencies include, but are not limited to, litigation, regulatory proceedings, tax matters and gains or losses resulting from other events and developments. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events.

4. Significant Estimates

(a)  Determination of asset and liability fair values and allocation of purchase consideration

Significant acquisitions require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about the future performance of these assets.

(b) Carrying value of assets

The Company evaluates each asset or cash generating unit every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as the relationship between mining rewards and the required computing power, digital currency prices, the periodic contribution margin of digital currency mining activities, changes in underlying costs, such as electricity, and technological changes. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in profit and loss.

(c) Depreciation

Depreciation of data centre equipment is an estimate of its expected life.  In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

4. Significant Estimates (continued…)

(d)  Deferred and current taxes

The determination of the Company's tax expense for the year and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities, the deferral and deductibility of certain items and interpretation of the treatment for tax purposes of digital currencies by taxation authorities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Company is subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management's best estimate of the probable outcome of these matters.

(e) Digital currency valuation

Digital currencies consist of cryptocurrency denominated assets (Note 10) and are included in current assets.  Digital currencies are carried at their fair value determined by the spot rate less costs to sell.  The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company's earnings and financial position.  Fair value is determined by taking the price of the coins at 2400 hours (per the Central European Time zone) from the exchanges which the Company most frequently uses.

(f) Share-based compensation

The Company utilizes the Black-Scholes Option Pricing Model ("Black-Scholes") to estimate the fair value of stock options granted to directors, officers, employees, consultants and charities. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options. Any changes in these assumptions could have a material impact on the share-based compensation calculation value, however the most significant estimate is the volatility.  Expected future volatility can be difficult to estimate as the Company has a limited operating history and is in an emerging industry with no comparable publicly traded competitors at the time of grant. Due to the emerging nature of the industry, volatility estimates require significant estimates. The Company estimated volatility based on historic share prices of companies operating in emerging innovative industries. Historical volatility is not necessarily indicative of future volatility. 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

5. Norway Acquisition

In May 2018, the Company completed the acquisition of two entities in Norway (the "Norway Acquisition"), Liv Eiendom AS ("Liv Eiendom") and Kolos Norway AS ("Kolos").

As consideration for the acquisition, the Company made cash payments of 55,576,560 Norwegian Kroner ("NOK") (US$6,902,498) to the former shareholders of Kolos, issued 4,750,000 common shares, issued 1,250,000 warrants exercisable at C$1.24 for a period of five years and incurred cash transaction costs of $428,127 related to the acquisition.

On May 10, 2021, the Company completed the sale of the net assets of Kolos Norway AS:

Net liability disposed of $ 3,371,275  
Less: Payment to acquirer   (200,000 )
Gain on disposal $ 3,171,275  

The following are balance sheet items that were derecognized in the sale of the subsidiary:

    May 10, 2021  
Assets      
Current assets      
   Cash and equivalents $ 37,254  
   Amounts receivable and prepaids   878  
Total assets $ 38,132  
       
Liabilities and equity      
       
Current liabilities      
   Accounts payable and accrued liabilities $ 82,540  
       
Loans payable   3,326,867  
Total liabilities   3,409,407  
       
Net Assets $ (3,371,275 )

 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

6. Quebec Acquisition

On April 8, 2020, the Company completed the acquisition of 100% of the common shares of 9376-9974 Quebec Inc. ("9376"), a cryptocurrency mining operation located in Lachute, Quebec from Cryptologic Corp.

In consideration for 100% of the common shares of 9376, the Company paid total consideration of $3,738,809 consisting of:

(i) Issuance of 15,000,000 common shares on closing valued at a price of C$0.23 per common share for a total of $2,458,470 (C$3,450,000); and

(ii) Cash payment of $1,235,873 (C$1,734,315) and holdback of $44,466.

The allocation of the total purchase price to the net assets acquired is as follows:

       
Prepaid expenses $ 719,699  
Data Centre Equipment (Note 11)   2,322,077  
Right of use asset (Note 16)   2,469,327  
Intangible asset*   872,545  
Accounts Payable   (175,512 )
Lease liability   (2,469,327 )
Net assets acquired $ 3,738,809  
Cash paid   1,235,873  
Shares issued   2,458,470  
Holdback payable   44,466  
Total consideration $ 3,738,809  

* Intangible asset relates to favourable supply arrangements acquired as part of the business acquisition and is being amortized over the term of the existing facility lease.

7. Atlantic Acquisition

On April 15, 2021, the Company completed the acquisition of 100% of the common shares of GPU Atlantic. In consideration for 100% of GPU Atlantic, the Company paid total consideration of 5,000,000 common shares on closing valued at a total of $18.7 million (C$23.7 million). 1,000,000 of the common shares were allocated to a holdback and to GPU One earn-out upon delivery of certain earn-out conditions.

GPU Atlantic has a 50-megawatt data centre campus located in New Brunswick, Canada.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

7. Atlantic Acquisition (continued…)

       
Current assets $ 671,709  
Data centre equipment   12,898,994  
Land   662,910  
Buiding   4,576,290  
Sales taxes refunds   75,780  
Intangible assets*   3,947,481  
Goodwill**   10,469,997  
Accounts payable   (3,198,591 )
Long-term debt   (11,410,351 )
Net Assets Acquired $ 18,694,219  
Consideration paid   18,694,219  
Total Consideration $ 18,694,219  

As part of the transaction, the Company also acquired a $10,898,353 (C$13,639,249) term loan (Note 15) included in the long-term debt acquired.

* Intangible asset represents an internally generated mining monitoring, tracking and generating software.

** Goodwill represents expected synergies, future income growth potential, and other intangibles that do not qualify for separate recognition. None of the goodwill arising on the acquisition is expected to be deductible for tax purposes.

The purchase price allocation for acquisitions reflects various fair value estimates which are subject to change within the measurement period. The primary areas of purchase price allocation that are subject to change relate to the fair values of certain tangible assets, the valuation of identifiable intangible assets acquired, and residual goodwill. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company's consolidated financial statements and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected. The Company expects to finalize the accounting for the acquisition by March 31, 2022.

8. Investments

The Company's investment holdings that are not traded in active markets by the Company are considered investments.  Investments are accounted for as financial assets which are initially recognized at fair value and subsequently measured through fair value through profit or loss

On April 21, 2021, the Company completed a share swap transaction with DeFi Technologies Inc. ("DeFi Technologies"), pursuant to which HIVE received 10,000,000 common shares of DeFi Technologies, in exchange for 4,000,000 common shares of the Company, valued at C$16.0 million.

As at December 31, 2021, in addition to the investment of Defi Technologies, the Company holds a number of non-material investments in both private and public companies. Investments were valued at $26,731,708 (March 31, 2021 - $981,736).


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

8. Investments (continued…)

The continuity of investments was as follows:

    Investments  
Balance, March 31, 2020 $ -  
     Additions   187,386  
     Unrealized gain on investments   794,350  
Balance, March 31, 2021 $ 981,736  
     Additions   13,226,674  
     Unrealized gain on investments   12,235,357  
Balance, December 31, 2021 $ 26,731,708  

Unrealized gain on investments during the period ended December 31, 2021 was $12,235,357 (December 31, 2020 - $148,967).

9. Amounts Receivable and Prepaids

    December 31, 2021     March 31, 2021  
             
Sales tax receivable $ 5,790,142   $ 3,586,643  
Prepaid expenses and other receivables   1,907,781     1,922,498  
Energy tax receivable   520,668     1,443,004  
Receivable on sale of subsidiary*   1,815,964     1,815,964  
Total $ 10,034,555   $ 8,768,109  

 

* Receivable is conditional upon ruling by the by the Swedish Tax Authority related to an ongoing value added tax process. If the ruling is favourable then the amounts will be received; otherwise the amounts will not be collectible.  Management has assessed the collectability using a probability model under a range of scenarios and this receivable reflects the results of that process.

10. Digital Currencies

As at December 31, 2021, the Company's digital currencies consisted of the below, with a fair value of $168,091,387 (March 31, 2021 - $57,499,720).  Digital currencies are recorded at their fair value on the date they are received as income from digital currency mining, and are revalued to their current market value less costs to sell at each reporting date. 

The Company's holdings of digital currencies consist of the following:

    December 31, 2021     March 31, 2021  
Ethereum $ 84,912,195   $ 38,640,733  
Ethereum Classic   32,218     -  
Bitcoin   83,146,974     18,858,987  
Total $ 168,091,387   $ 57,499,720  

 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

10. Digital Currencies (continued…)

The continuity of digital currencies was as follows:

    December 31, 2021     March 31, 2021  
Opening balance $ 57,499,720   $ 3,455,756  
Digital currency mined   158,042,263     66,697,924  
Digital assets received   553,735     1,057,334  
Digital currency sold   (61,581,858 )   (38,437,132 )
Revaluation adjustment   13,577,527     24,725,838  
Ending balance $ 168,091,387   $ 57,499,720  

During the period ended December 31, 2021 the Company sold digital currencies for proceeds totalling $78,317,253 (December 31, 2020 - $33,661,035) with a cost of $61,581,858 (December 31, 2020 - $29,587,754), and recorded a gain on sale of $16,735,396 (December 31, 2020 - gain of $4,156,500).

11. Data Centre Equipment

Cost   Data Centres  
Balance, March 31, 2020 $ 82,284,690  
    Quebec acquisition (Note 6)   2,322,077  
    Additions   20,924,181  
Balance, March 31, 2021   105,530,948  
    Atlantic acquisition (Note 7)   18,138,194  
    Additions   96,508,920  
Balance, December 31, 2021 $ 220,178,062  
       
       
Accumulated depreciation and impairment      
Balance, March 31, 2020 $ 75,868,990  
    Depreciation   8,063,155  
Balance, March 31, 2021   83,932,145  
    Depreciation   29,188,175  
Balance, December 31, 2021 $ 113,120,319  
       
Carrying amount      
Balance, March 31, 2021 $ 21,598,803  
Balance, December 31, 2021 $ 107,057,742  

 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

12. Deposits

The Deposits at December 31, 2021 and March 31, 2021 relate to required amounts on account with electricity providers in Sweden and deposit for equipment purchases, consisting of:

Description   December 31, 2021     March 31, 2021  
Vattenfall AB $ 1,431,970   $ 1,494,617  
Bodens Energi   694,090     724,456  
Equipment Deposits   93,521,430     43,313,678  
Total  $ 95,647,490   $ 45,532,751  

13. Convertible Loan

On January 12, 2021, the Company closed its non-brokered private placement of unsecured debentures (the "Debentures"), for aggregate gross proceeds of $15,000,000 with U.S. Global Investors, Inc. ("U.S. Global").  The Executive Chairman of the Company is a director, officer and controlling shareholder of U.S. Global.

The Debentures mature on the date that is 60 months from the date of issuance, bearing interest at a rate of 8% per annum. The Debentures will be issued at par, with each Debenture being redeemable by the Company at any time, and convertible at the option of the holder into common shares (each, a "Share") in the capital of the Company at a conversion price of CAD$3.00 per Share.  Interest will be payable monthly and principal will be payable quarterly. In addition, U.S. Global was issued 5.0 million common share purchase warrants (the "Warrants"). Each whole Warrant entitles U.S. Global to acquire one common at an exercise price of CAD$3.00 per Share for a period of three years from closing.

The Company determined that the Convertible Loan contained an embedded derivative and that the conversion feature does not qualify as equity as it does not satisfy the "fixed for fixed" requirement as the number of potential common shares to be issued is contingent on a variable carrying amount for the financial liability. The financial liability is variable because the functional currency of Hive Blockchain Technologies Ltd. is Canadian dollars and the Convertible Loan is denominated in US dollars, therefore the amount of common shares to be issued depends on the foreign exchange rate at the date of settlement. Consequently, the conversion feature is classified as a derivative liability.

The Company allocated the proceeds of $15,000,000 first to the derivative component for $8,560,630, with the residual value to the liability component for $6,439,370. The derivative component was valued on initial recognition using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 0.69%; an expected volatility of 105%; an expected life of 2.71 years; a forfeiture rate of zero; and an expected dividend of zero.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

13. Convertible Loan (continued…)

Liability Component

Balance, March 31, 2020 $ -  
Value on initial recognition   6,439,370  
Principal payment   (658,333 )
Accretion   509,704  
Balance, March 31, 2021   6,290,741  
Principal payment   (2,250,000 )
Accretion   1,742,697  
Balance, December 31, 2021 $ 5,783,438  

Derivative Component

Balance, March 31, 2020 $ -  
Value on initial recognition   8,560,630  
Change in fair value of liability   857,702  
Balance, March 31, 2021   9,418,331  
Change in fair value of liability   (619,617 )
Balance, December 31, 2021 $ 8,798,714  

The derivative component is re-valued each reporting period. As at December 31, 2021, the derivative component was revalued at $8,798,714 (March 31, 2021 - $9,418,331) using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 1.75%; an expected volatility of 105%; an expected life of 2.38 years; a forfeiture rate of zero; and an expected dividend of zero. Accordingly, the Company recorded a change in the fair value of the derivative liability of $619,617.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

14. Loans Payable

As part of the Norway Acquisition (Note 5) the Company assumed loans with a principal balance of $2,559,599 (NOK 20,915,000). The loans from the Norway Acquisition are in default as at March 31, 2021. On May 10, 2021, the Company sold the Norway subsidiary which included the loans (Note 5).  On March 31, 2021, as part of the sale of the net assets in Boden Technologies AB (Note 25), the Company incurred a loan payable.

A continuity of the loan balances are as follows:

     Norway       Boden       Total   
     (Notes 5)       (Note 25)         
Balance - March 31, 2020   2,713,073     -     2,713,073  
Additions (Note 25)   -     18,361,495     18,361,495  
Interest   207,678     -     207,678  
Foreign exchange movement   251,338     -     251,338  
Balance - March 31, 2021   3,172,089     18,361,495     21,533,584  
Interest   25,133     -     25,133  
Foreign exchange movement   129,645     -     129,645  
Sale of Norway subsidiary (Note 5)   (3,326,867 )   -     (3,326,867 )
Balance - December 31, 2021   -     18,361,495     18,361,495  
Less: Current portion   -     (1,224,102 )   (1,224,102 )
Non-current portion $ -   $ 17,137,393   $ 17,137,393  

15. Term Loan

As part of the Atlantic acquisition (Note 7), the Company acquired a $10,898,353 (C$13,639,249) term loan. The facility bears interest at 3.33% per annum and has a maturity date of February 28, 2022. Principal payment of C$189,434 plus interest is payable monthly. The current portion of the loan was $2,273,208.

The term loan has financial ratios and minimum tangible asset covenants that must be maintained.  As at December 31, 2021 these covenants were met.  The term loan includes an unlimited guarantee from the Company.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

16. Right of Use Asset and Lease Liability

The Company adopted a new lease standard and recognized $360,361 of lease liability on April 1, 2019. The lease liability was measured at the present value of the remaining lease payments of $360,361 as of April 1, 2019, discounted using an incremental borrowing rate of that date of 6%. The Company recorded a right of use asset of the same amount which relates to a long-term office lease. Depreciation of the right of use asset is calculated using the straight-line method over the remaining lease term.

During the period ended December 31, 2021, the Company recognized interest expense on the lease liability of $94,587 (December 31, 2020 - $187,693) which was recorded within finance expense.

Cost    Right of Use Assets   
Balance, March 31, 2020 $ 2,790,800  
   Additions (Note 6)   2,469,327  
Foreign exchange   493,001  
Balance, March 31, 2021 $ 5,753,128  
   Additions   39,455  
   Foreign exchange   48,034  
Balance, December 31, 2021 $ 5,840,617  
       
Accumulated Depreciation      
Balance, March 31, 2020 $ (550,526 )
   Depreciation   (2,181,512 )
   Foreign exchange   (42,806 )
Balance, March 31, 2021 $ (2,774,844 )
   Depreciation   (1,725,218 )
   Foreign exchange   (12,594 )
Balance, December 31, 2021 $ (4,512,656 )
       
Carrying Amount      
Balance, March 31, 2021 $ 2,978,284  
Balance, December 31, 2021 $ 1,327,961  

 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

16. Right of Use Asset and Lease Liability (continued…)

     Lease Liability   
Balance, March 31, 2020 $ 2,343,938  
   Additions (Note 6)   2,469,327  
   Lease payments made   (2,561,297 )
   Interest expense on lease liabilities   236,600  
   Foreign exchange   575,271  
Balance, March 31, 2021 $ 3,063,839  
   Lease payments made   (1,800,515 )
   Additions   39,455  
   Interest expense on lease liabilities   94,587  
   Foreign exchange   (1,808 )
    1,395,558  
Less: current portion   (907,577 )
Balance, December 31, 2021 $ 487,981  
       
Lease Disclosures      
Interest expense on lease liabilities $ 94,587  
Income from sub-leasing $ 8,174  
Total cash outflow for leases $ 1,800,515  
       
Maturity Analysis - Undiscounted Contractual Payments      
Less than 1 year $ 960,258  
1 to 2 years   487,176  
2 to 3 years   10,720  
  $ 1,447,434  

During the year ended March 31, 2020, the Company sub-leased office space to an arm's length tenant.  The Company has recorded a net investment in sublease of $360,361 measured at either an amount equal to the leased asset or the carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the incremental borrowing rate on April 1, 2019. The following is a reconciliation of the changes in the net investment in sublease:

       
Balance, March 31, 2020 $ 234,152  
   Lease accretion   9,786  
   Receipts   (167,194 )
Balance, March 31, 2021 $ 76,744  
   Lease accretion   8,174  
   Receipts   (84,918 )
Balance, December 31, 2021 $ -  

 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

17. Commitments and Contingencies

(a) Service agreements

The Company has a service agreement to operate and maintain their data centre computing equipment for the purpose of mining crypto currency on the cloud.  As part of the arrangement, proprietary software is installed on the Company's computing equipment to assist in optimizing the use of the equipment.

(b) Power purchase agreement

The Company has a supplemental power pricing arrangement that was entered into in order to fix 12 MW of electricity consumption each month at a set price.  The fixed price agreement was assessed and is being accounted for as an executory contract whereby the monthly electricity costs are expensed as incurred.

(c) Capital and other commitments:

There were no capital or other commitments at the current or prior year end in addition to the commitments disclosed above.

(d) Obligations on Mining equipment

The Company had purchase commitments of $32,603,845 as at December 31, 2021.

18. Related Party Transactions

The Company had the following related party transactions not otherwise disclosed in these consolidated financial statements:

a) As at December 31, 2021, the Company had $12,634 (March 31, 2021 - $49,288) due to directors for the reimbursement of expenses included in accounts payable and accrued liabilities.

b) As at December 31, the Company had $68,585 (March 31, 2021 - $2,938) due to a company controlled by a director of the Company included in accounts payable and accrued liabilities.  For the period ended December 31, 2021, the Company paid $175,272 (December 31, 2020 - $nil) to this company for marketing services.

Key Management Compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers.

For the period ended December 31, 2021, key management compensation includes salaries and wages paid to key management personnel and directors of $471,757 (December 31, 2020 - $577,728) and share-based payments of $2,827,181 (December 31, 2020 - $786,545).


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

19. Equity

(a) Authorized

Unlimited common shares without par value

Unlimited preferred shares without par value

(b) Issued and fully paid common shares

During the period ended December 31, 2021, the Company:

  • Issued 1,052,963 common shares for proceeds of C$2,105,926 ($1,662,998) pursuant to the exercise of 1,052,963 options at a price of C$2.00 per option, issued 500,000 common shares for proceeds of C$310,000 ($247,663) pursuant to the exercise of 500,000 options at a price of C$0.62 per option, issued 250,000 common shares for proceeds of C$72,500 ($56,442) pursuant to the exercise of 250,000 options at a price of C$0.29 per option and issued 85,000 common shares for proceeds of C$25,500 ($20,428) pursuant to the exercise of 85,000 options at a price of C$0.30 per option. An amount of $1,155,018 was reallocated from share capital to reserves in connection with the exercise of these options.
  • Issued 1,156,500 common shares with a value of $645,657 pursuant to the vesting of 1,156,500 restricted share-units. An amount of $645,657 was reallocated from reserves to share capital in connection with the vesting of these restricted share-units.
  • Issued 10,872,500 common shares (the "ATM Shares") pursuant to the ATM Equity Program for proceeds of C$42,275,457 ($34,956,137). The ATM Shares were sold at prevailing market prices, for an average price per ATM Share of C$4.01. Pursuant to the Equity Distribution Agreement, a cash commission of $1,048,683 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Equity Distribution Agreement.
  • Subsequent to the period ended December 31, 2021, the Company issued 46,154 common shares upon the exercise of stock options (Note 19c).

During the year ended March 31, 2021, the Company:

  • Issued 15,000,000 common shares with a value of C$3,450,000 ($2,458,470) to Cryptologic Corp. in connection to the acquisition of 9376-9974 Quebec Inc.
  • Issued 100,000 common shares with a value of C$22,875 ($24,448) to a contractor in exchange for services completed.
  • Issued 1,626,000 common shares with a value of $584,244 pursuant to the vesting of 1,626,000 restricted share-units.  An amount of $241,502 was reallocated from reserves to share capital in connection with the vesting of these restricted share-units
  • Issued 7,476,972 common shares for proceeds of C$4,673,819 ($3,779,887) pursuant to the exercise of 187,500 options at a price of C$0.29, 5,625,000 options at a price of C$0.30 per option, 300,000 options at a price of C$0.62 per option, 1,344,472 options at a price of C$2.00 per option, and 20,000 options at a price of C$2.85 per option.  An amount of $2,056,713 was reallocated from reserves to share capital in connection with the exercise of these options.
  • Issued 16,363,500 common shares (the "ATM Shares") pursuant to the ATM Equity Program for proceeds of C$81,726,582 ($64,543,080).  The ATM Shares were sold at prevailing market prices, for an average price per ATM Share of C$4.99.  Pursuant to the Equity Distribution Agreement, a cash commission of $1,842,480 on the aggregate gross proceeds raised was paid to the agent in connection with its services under the Equity Distribution Agreement.

As at December 31, 2021 800,000 common shares were held in escrow.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

19. Equity (continued…)

(c) Stock options

The Company has established a rolling Stock Option Plan (the "Plan"). Under the Plan, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. The maximum term of each option shall not be greater than 10 years. The exercise price of each option shall not be less than the market price of the Company's shares at the date of grant. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such options vesting in any 3-month period. All other options vest at the discretion of the Board of Directors.

Following is a summary of changes in stock options outstanding for the period ended December 31, 2021:

          Weighted average  
    Outstanding     exercise price  
Balance, March 31, 2020   21,493,168   C$          0.57  
   Granted   1,138,000     4.52  
   Forfeited   (1,000,000 )   0.62  
   Exercised   (7,476,972 )   0.63  
Balance, March 31, 2021   14,154,196   C$      0.87  
   Granted   2,075,000     4.01  
   Exercised   (1,887,963 )   1.33  
Balance, December 31, 2021   14,341,233   C$          1.31  

The stock options outstanding and exercisable as at December 31, 2021, are as follows:

  Outstanding      Exercisable     Exercise price     Expiry date  
  666,502     666,502   C$ 0.30     September 14, 2022  
  10,000     10,000     3.14     February 11, 2026  
  50,000     30,000     2.99     June 4, 2026  
  5,000,000     5,000,000     0.30     September 14, 2027  
  669,231     669,231     2.00     October 11, 2027  
  250,000     250,000     2.00     March 26, 2028  
  1,500,000     1,500,000     0.62     September 18, 2028  
  500,000     500,000     0.27     December 21, 2028  
  2,562,500     2,187,500     0.29     February 10, 2030  
  100,000     75,000     0.38     May 29, 2030  
  8,000     8,000     2.16     December 24, 2030  
  1,000,000     875,000     5.00     February 23, 2031  
  175,000     80,000     5.03     April 6, 2031  
  550,000     137,500     3.67     April 29, 2031  
  900,000     45,000     3.70     October 7, 2031  
  300,000     -     5.07     November 10, 2031  
  100,000     37,500     4.20     December 8, 2031  
  14,341,233     12,071,233              

Subsequent to December 31, 2021, 46,154 stock options were exercised.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

19. Equity (continued…)

(d) Warrants

Following is a summary of changes in warrants outstanding for the period ended December 31, 2021:

     Warrants     Weighted average  
    outstanding     exercise price  
Balance, March 31, 2020   1,250,000   C$ 1.24  
   Issued   5,000,000     3.00  
Balance, March 31, 2021 and December 31, 2021   6,250,000   C$ 2.65  
   Issued**   1,500,000     3.11  
Balance, December 31, 2021   7,750,000   C$ 2.74  

The warrants outstanding and exercisable as at December 31, 2021, are as follows:

  Outstanding           Exercisable     Exercise price     Expiry date  
  1,250,000     *     400,000     C$           1.24     May 22, 2023  
  5,000,000           5,000,000     C$           3.00     January 12, 2024  
  1,500,000     **     1,500,000     C$           3.11     July 12, 2023  
  7,750,000           6,900,000              

* Of the 1,250,000 warrants granted as part of the Norway Acquisition (Note 7), 400,000 vest upon the receipt of all regulatory permits required to commence construction of a digital currency mining data centre in Ballangen, Norway. A further 450,000 warrants vest upon the commencement of the mining of digital currency or other revenue generating activity on the property.

** For the period ended December 31, 2021, the Company issued 1,500,000 warrants as consideration for mining equipment.  Each full warrant entitles the holder to acquire one common share for C$3.11 for a period of 2 years. The warrants were valued at $2,557,698 using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 0.46%; an expected volatility of 105%; an expected life of 2.00 years; a forfeiture rate of zero; and an expected dividend of zero.

On November 30, 2021, the Company completed an agreement with Stifel GMP as lead underwriter and sole bookrunner to include a syndicate of underwriters (the "Underwriters"), whereby the Underwriters will purchase, on a bought-deal basis, 19,170,500 special warrants of the Company (the "Special Warrants") at a price of C$6.00 per Special Warrant for aggregate gross proceeds to the Company of C$115,023,000 (the "Offering").

On January 11, 2022 each Special Warrant was deemed to be exercised into one Unit comprised of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant being a "Warrant").  Each Warrant is exercisable for one share on or before May 30, 2024, at an exercise price of C$6.00 per Share.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

19. Equity (continued…)

(e) Restricted share-units

The Company has established a Restricted Share Unit Plan (the "RSU Plan").  Under the RSU Plan, together with any other share compensation arrangement, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis.  Currently, the RSU Plan has a limit of 10 million shares, which is not rolling.  The Board may in its own discretion, at any time, and from time to time, grant RSUs to any employee, director or consultant of the Company or its subsidiaries (collectively, "Eligible Persons"), other than persons conducting investor relations activities, from time to time by the Board, subject to the limitations set forth in the RSU Plan. The Board may designate one or more performance periods under the RSU Plan.  In respect of each designated performance period and subject to the terms of the RSU Plan, the Board may from time to time establish the grant date and grant to any Eligible Person one or more RSUs as the Board deems appropriate.

Following is a summary of changes in restricted share units outstanding for the period ended December 31, 2021:

    Outstanding  
Balance, March 31, 2020   3,100,000  
   Granted   310,000  
   Exercised   (1,626,000 )
Balance, March 31, 2021   1,784,000  
   Granted   40,000  
   Exercised   (1,156,500 )
Balance, December 31, 2021   667,500  

(f) Share-based compensation

During the period ended December 31, 2021, $4,609,013 (December 31, 2020 - $353,250) of share-based compensation expense was recognized in relation to the vesting of options, and $864,664 (December 31, 2020 - $515,697) of share-based compensation expense was recognized in relation to the vesting of RSU's.

The following weighted average assumptions were used for the valuation of the stock options:

    Fiscal Years  
    2022     2021  
Risk-free interest rate   1.15%     0.42%  
Expected life (years)   6.57     5.00  
Annualized volatility   105%     105%  
Dividend rate   0.00%     0.00%  

 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

20. Income per Share

Income per common share represents net income for the period divided by the weighted average number of common shares outstanding during the period.

Diluted income per share is calculated by dividing the applicable net income by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period.

    Three months ended
December 31, 2021
    Three months ended
December 31, 2020
 
Basic weighted average number of common shares outstanding   388,433,985     346,013,499  
Effect of dilutive stock options and warrants   18,463,733     17,313,668  
Effect of convertible loan   5,162,988     -  
Diluted weighted average common shares outstanding   412,060,707     363,327,167  
             
             
    Nine months ended
December 31, 2021
    Nine months ended
December 31, 2020
 
Basic weighted average number of common shares outstanding   382,362,844     344,223,155  
Effect of dilutive stock options and warrants   18,463,733     17,313,668  
Effect of convertible loan   5,162,988     -  
Diluted weighted average common shares outstanding   405,989,565     361,536,823  

 


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

21. General and Administrative Expenses

General and administrative expenses were comprised of the following for the periods ending:

    December 31, 2021     December 31, 2020  
Management fees, salaries and wages  $ 849,633   $ 402,674  
Marketing    467,432     208,814  
Office, administration, and regulatory   2,896,464     275,698  
Professional fees, advisory, and consulting   2,426,045     1,152,110  
Total $ 6,639,574   $ 2,039,296  

22. Financial Instruments and Risk Management

The fair values of investments were measured using the cost, market or income approaches.  The investments measured at fair value are classified into one of the three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values, with the designation based upon the lowest level of input that is significant to the fair value measurement.  The three levels of the fair value hierarchy are:

Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3 Inputs: Unobservable inputs for the asset or liability (Unobservable inputs reflect management's assumptions on how market participants would price the asset or liability based on the information available).

Valuation of Assets that use Level 2 Inputs ("Level 2 Assets").  The fair value of Level 2 Assets would use the quoted price from the exchanges which the Company most frequently uses, with no adjustment.

The Company is exposed, in varying degrees, to a variety of financial related risks. The fair value of the Company's financial instruments, including cash, amounts receivable, investments, and accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts as at December 31, 2021. The majority of cash is deposited in bank accounts held primarily with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

For the custody of its digital currencies, the Company uses the services of two financial institutions through custodial agreements, one financial institution located in Liechtenstein and another in the United States.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

22. Financial Instruments and Risk Management (continued…)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company manages liquidity risk by maintaining cash balances to ensure that it is able to meet its short term and long-term obligations as and when they fall due.  The Company manages company-wide cash projections centrally and regularly updates projections for changes in business and fluctuations caused by digital currency prices and exchange rates.

Foreign currency risk

Currency risk relates to the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign exchange rates.  Exchange rate fluctuations affect the costs that the Company incurs in its operations as well as the currency in which the Company has historically raised capital.

The Company's presentation currency is the US dollar, major purchases are transacted in US dollars, while financing to date has been completed in Canadian and US dollars.  As the Company operates in an international environment, some of the Company's financial instruments and transactions are denominated in currencies other than an entity's functional currency.  A portion of the Company's general and administrative costs are incurred mainly in currencies separate from each entity's functional currency, such as Swiss Francs, the Euro, the Swedish Krona, and Icelandic Krona.  The fluctuation of these currencies in relation to the US dollar will consequently impact the profitability of the Company and may also affect the value of the Company's assets and liabilities and the amount of shareholders' equity. 

The Company's net monetary position in the significant foreign currencies as of December 31, 2021 is summarized below with the effect on earnings before tax of a 10% fluctuation of each currency relative to the functional currency of the entity holding it to the US dollar:

    Net Monetary Position
December 31, 2021
(USD$ equivalent)
    Impact of 10% variance
in foreign exchange rate
(in foreign currency)
 
US Dollars   76,129,811     6,920,892  
Canadian Dollars   365,044     26,787  
Euros   3,055     329  
Swiss Francs   (153,914 )   14,774  
Swedish Krona   2,103,584     22,390  
Icelandic Krona   1486757     1071  

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to interest rate risk is limited and only relates to its ability to earn interest income on cash balances at variable rates. Changes in short term interest rates will not have a significant effect on the fair value of the Company's cash account.

Price Risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk.  The Company is not exposed to any significant price risks with respect to its financial instruments.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

23. Digital Currency and Risk Management

Digital currencies are measured using Level 2 inputs (Note 10).

Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company's future operations.  The Company has not hedged the conversion of any of its coin sales or future mining of digital currencies.

Digital currencies have a limited history and the fair value historically has been very volatile.  Historical performance of digital currencies are not indicative of their future price performance.  The Company's digital currencies currently consist of Ethereum, Ethereum Classic, and Bitcoin.  The table below shows the impact of the 25% variance in the price of each of these digital currencies on the Company's earnings before tax, based on their closing prices at December 31, 2021.

    Impact of 25% variance in price  
Ethereum $ 21,228,049  
Ethereum Classic   8,054  
Bitcoin   20,786,754  

24. Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital and reserves.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is subject to externally imposed capital requirements due to its term loan (Note 15). The Company's overall strategy with respect to capital risk management remains unchanged from the year ended March 31, 2021.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

25. Loss on Sale of Swedish Subsidiary

On March 31, 2021, the Company completed the sale of the net assets of Boden Technologies AB:

Consideration:      
    Cash $ 10  
    Receivable1   1,821,454  
    1,821,464  
       
Less: Net assets derecognized   (25,263,683 )
Loss on disposal $ (23,442,219 )

¹Receivable is conditional upon ruling by the by the Swedish Tax Authority related to an ongoing value added tax process. If the ruling is favourable then the amounts will be received; otherwise the amounts will not be collectible.  Management has assessed the collectability using a probability model under a range of scenarios and this receivable reflects the results of that process.

    March 31, 2021  
Assets      
Current assets      
   Cash and equivalents $ 464,123  
   Amounts receivable and prepaids   7,693,866  
    8,157,989  
       
   Receivable from Bikupa   18,361,495  
Total assets $ 26,519,484  
       
Liabilities and equity      
Current liabilities      
   Accounts payable and accrued liabilities $ 1,255,801  
       
Net Assets $ 25,263,683  

As part of the sale, the Company incurred a loan payable of $18,361,495 to Boden, of which $1,224,102 is current. The loan payable has an amortization term of 15 years under which annual principal and interest payments are required. Interest is set at the Swedish Government Borrowing Rate +1%. The loan payable is contingently forgiven based on a favourable ruling from the Swedish Tax Authority on the ongoing value tax assessment.


HIVE Blockchain Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2021

(Expressed in US dollars unless otherwise indicated)
(Unaudited)

26. Segmented Information

The Company operates in one segment, the mining and sale of digital currencies.  External revenues are attributed by geographical location, based on the country from which services are provided.

December 31, 2021   Canada     Sweden     Iceland     Bermuda     Total  
Revenue from digital currency mining $ -   $ -   $ -   $ 158,042,263   $ 158,042,263  
                               
                               
December 31, 2020   Canada     Sweden     Iceland     Bermuda     Total  
Revenue from digital currency mining $ 29,549,096   $ -   $ -   $ 3,728,657   $ 33,277,753  

The Company's non-current tangible assets are located in the following jurisdictions:

December 31, 2021   Canada     Sweden     Iceland     Bermuda     Total  
Data centre equipment $ 59,214,778   $ 15,601,471   $ 7,636,555   $ 24,604,938   $ 107,057,742  
ROU Asset   1,327,961     -     -     -     1,327,961  
  $ 60,542,739   $ 15,601,471   $ 7,636,555   $ 24,604,938   $ 108,385,703  
                               
March 31, 2021   Canada     Sweden     Iceland     Total        
Data centre equipment $ 5,519,758   $ 12,849,969   $ 3,229,076   $ 21,598,803        
ROU Asset   1,928,889     1,049,395     -     2,978,284        
  $ 7,448,647   $ 13,899,364   $ 3,229,076   $ 24,577,087        

27. Subsequent Event

Subsequent to the period ended December 31, 2021, the Company issued 46,154 common shares upon the exercise of stock options.

On January 11, 2022, each Special Warrant was deemed to be exercised into one Unit comprised of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant being a "Warrant").  Each Warrant is exercisable for one share on or before May 30, 2024, at an exercise price of C$6.00 per Share.