Digi Power X Inc 6-K/A, filed Mar 5, 2025
Digi Power X Inc. (DGXX)
About this 6-K/A
Digi Power X Inc filed this 6-K/A on March 5, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.
(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto, Ontario
M5C 1T4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This report on Form 6-K (this “Form 6-K/A”) amends the Form 6-K originally furnished by Digihost Technology Inc. (the “Registrant”) to the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Original Filing”) to restate the Registrant’s audited consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 (the “Restated Financial Statements”). In addition, the Registrant is furnishing with this Form 6-K/A its restated management’s discussion and analysis for the fiscal year ended December 31, 2023 (the “Restated MD&A”) and new certifications of each of its Chief Executive Officer and Chief Financial Officer, copies of which are furnished herewith as Exhibits 99.3, 99.4 and 99.5, respectively.
The Restated Financial Statements and the Restated MD&A have been restated to correct a material error in the statements of cash flows by reclassifying proceeds from the sales of digital assets from cash flows from operations to cash flows from investing activities. These matters are described in Note 2(w) to the Restated Financial Statements and in the Restated MD&A.
The Company has not updated the Restated MD&A to reflect any events that occurred subsequent to April 3, 2024, being the date the Original Filing was furnished to the SEC.
On March 5, 2025, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report that included a copy of a press release, a copy of which is being furnished herewith as Exhibit 99.6, announcing the filing of the Restated Financial Statements and the Restated MD&A.
1
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
See “Exhibits” below.
Exhibits
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DIGIHOST TECHNOLOGY INC. | |||
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: March 5, 2025 | |||
3
Exhibit 99.2
DIGIHOST TECHNOLOGY INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2023 AND 2022
(EXPRESSED IN UNITED STATES DOLLARS)
Notice to Reader
The following audited consolidated financial statements for Digihost Technology, Inc. have been restated. The statement of cash flows has been restated to reclassify the cash proceeds from the sale of digital assets, which is accounted for as an intangible asset under IAS 38, Intangible Assets, from cash flows from operations to cash flows from investing activities. The Company has determined that this error was material to the previously issued consolidated financial statements and as such, has restated its audited consolidated financial statements, as applicable. Further details are presented in Note 2(w).
| Raymond Chabot | ||
| Grant Thornton llp | ||
| Independent Auditor’s Report | Suite 2000 | |
| 600 De La Gauchetière Street | ||
| West | ||
Montréal, Quebec | ||
| H3B 4L8 | ||
| T 514-878-2691 |
To the Shareholders of
Digihost Technology Inc.
Opinion
We have audited the consolidated financial statements of Digihost Technology Inc. (hereafter “the Company”), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of comprehensive income (loss), the consolidated statements of changes in shareholders’ equity and the consolidated statements of cash flows for the years then ended, and notes to consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (hereafter “IFRS Accounting Standards”).
Restatement of Previously Issued Financial Statements
As discussed in Note 2(w) to the financial statements, the Company has restated its 2023 and 2022 financial statements to correct error.
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 to the consolidated financial statements, which indicates the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the “Material uncertainty related to going concern” section of our report, we have determined that the matters described below are the key audit matters to be communicated in our auditor’s report.
Business combination
As described in Note 4 to the consolidated financial statements, the Company applies the acquisition method to account for the business combination. The Company completed the acquisition of a 60 MW power plant in North Tonawanda, New York, for a total consideration of $4,749,666 during the year ended December 31, 2023. Under the acquisition method, the purchase price was allocated to the identified assets acquired and liabilities assumed based on their respective fair value, including resulting goodwill. We identified the business combination as a key audit matter.
Why the matter was determined to be a key audit matter
The business combination was significant to our audit because of the significant estimates and assumptions management makes with regard to the fair values of identified assets and liabilities recorded upon the acquisition. This required a high degree of the auditor’s judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s projections of future cash flows, as well as the selection of discount rates, including the need to involve our valuation experts.
How the matter was addressed in the audit
Our audit procedures related to the business combination included, among others, the following:
| − | We evaluated, with the assistance of our valuation experts, the reasonableness of management’s valuation methodologies and discount rates by testing information used to determine the discount rates, performing sensitivity analysis using a range of independent estimates for the discount rates and comparing those to the discount rates applied by management; |
| − | We tested the mathematical accuracy of calculations; |
| − | We assessed the consistency of the assumptions used with other accounting estimates; |
| − | We tested the existence of assets and liabilities included in the purchase price allocations. |
2
Revenue from digital currency mining
As described in Notes 2 and 3 to the consolidated financial statements, the Company generates revenue from digital currency mining. We identified the occurrence, completeness and accuracy of the Company’s revenue from digital currency mining as a key audit matter.
Why the matter was determined to be a key audit matter
Revenue from digital currency mining is significant to our audit because of digital currency mining is an emerging industry with unique technological aspects that raise a number of auditing challenges. Given the nature of this source of revenue, significant audit efforts are required. The revenue from digital currency mining during the year ended December 31, 2023, totals $18,128,241.
How the matter was addressed in the audit
Our audit procedures related to the occurrence, completeness and accuracy of revenue from digital currency mining included, among others, the following:
| − | We assigned professionals with specialized skills in distributed ledger technology, digital assets and cryptography; |
| − | We performed physical observation of the miners and tested their performance; |
| − | We conducted substantive analytical procedures with a high degree of precision, which include tests of the accuracy and completeness of the underlying data; |
| − | We traced digital assets received and recognized as revenue to the blockchain using our own node and the corresponding cash settlement using the third-party exchange data and the Company’s bank statements; |
| − | We tested the value of digital assets received and recognized as revenue using the daily quoted price from a reputable source; |
| − | We assessed the adequacy of the Company’s disclosures in the consolidated financial statements about revenue from the sale of digital assets earned. |
Information other than the consolidated financial statements and the auditor’s report thereon
Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and Analysis.
3
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
4
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| − | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; |
| − | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; |
| − | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management; |
| − | Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; |
| − | Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; |
| − | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
5
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are, therefore, the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Louis Roy.
Montréal
April 2, 2024, except for Note 2 (w), as to which the date is March 5, 2025.
| 1 | CPA auditor, public accountancy permit no. A125741 |
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Digihost Technology Inc.
Consolidated Statements of Financial Position
(Expressed in United States Dollars)
| As at December 31, | 2023 | 2022 | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 341,273 | $ | 1,850,622 | ||||
| Digital currencies (note 3) | 822,884 | 2,800,657 | ||||||
| Amounts receivable and other assets (note 5) | 867,257 | 1,234,175 | ||||||
| Income tax receivable | 168,337 | 244,399 | ||||||
| Total current assets | 2,199,751 | 6,129,853 | ||||||
| Property, plant and equipment (note 6) | 33,386,684 | 41,811,233 | ||||||
| Right-of-use assets (note 7) | 2,366,115 | 2,538,447 | ||||||
| Intangible asset (note 8) | 1,184,798 | 1,314,028 | ||||||
| Amounts receivable and other assets (note 5) | 2,159,314 | - | ||||||
| Promissory note receivable (note 10) | 850,685 | 806,000 | ||||||
| Total assets | $ | 42,147,347 | $ | 52,599,561 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 4,510,757 | $ | 2,345,175 | ||||
| Amount owing to Northern Data, NY LLC (note 3 and 6) | - | 322,099 | ||||||
| Lease liabilities (note 11) | 110,651 | 99,957 | ||||||
| Loans payable (note 12) | 253,630 | - | ||||||
| Mortgage payable (note 13) | 389,064 | 488,062 | ||||||
| Total current liabilities | 5,264,102 | 3,255,293 | ||||||
| Deposits payable | 1,486,184 | 511,000 | ||||||
| Lease liabilities (note 11) | 336,863 | 447,514 | ||||||
| Mortgage payable (note 13) | - | 389,065 | ||||||
| Loans payable (note 12) | 356,710 | - | ||||||
| Warrant liabilities (note 14) | 5,456,749 | 821,697 | ||||||
| Total liabilities | 12,900,608 | 5,424,569 | ||||||
| Shareholders’ equity | ||||||||
| Share capital (note 15) | 42,503,660 | 39,602,634 | ||||||
| Contributed surplus | 15,468,823 | 15,675,828 | ||||||
| Cumulative translation adjustment | (2,228,447 | ) | (3,491,583 | ) | ||||
| Deficit | (26,497,297 | ) | (4,611,887 | ) | ||||
| Total shareholders’ equity | 29,246,739 | 47,174,992 | ||||||
| Total liabilities and shareholders’ equity | $ | 42,147,347 | $ | 52,599,561 | ||||
Nature of operations and going concern (note 1)
Subsequent events (note 26)
Approved on behalf of the Board:
| “Michel Amar” , Director | “Adam Rossman” , Director |
The accompanying notes are an integral part of these consolidated financial statements.
- 1 -
Digihost Technology Inc.
Consolidated Statements of Comprehensive Income (Loss)
(Expressed in United States Dollars)
| Year Ended December 31, | 2023 | 2022 | ||||||
| Revenue | ||||||||
| Digital currency mining (note 3) | $ | 18,128,241 | $ | 24,190,060 | ||||
| Colocation services (note 3(3)) | 1,675,269 | - | ||||||
| Sale of electricity (note 3(3)) | 3,037,393 | - | ||||||
| Sale of energy (note 4) | 3,272,005 | - | ||||||
| Total revenue | 26,112,908 | 24,190,060 | ||||||
| Cost of digital currency mining | ||||||||
| Cost of revenue | (20,217,924 | ) | (17,760,786 | ) | ||||
| Depreciation and amortization | (14,923,419 | ) | (10,709,108 | ) | ||||
| Miner lease and hosting agreement (note 3(3)) | (638,689 | ) | (2,517,503 | ) | ||||
| Gross loss | (9,667,124 | ) | (6,797,337 | ) | ||||
| Expenses | ||||||||
| Office and administrative expenses | (2,108,831 | ) | (3,016,409 | ) | ||||
| Professional fees | (1,546,626 | ) | (1,745,613 | ) | ||||
| Regulatory fees | (119,647 | ) | (235,445 | ) | ||||
| Gain on sale of property, plant and equipment | - | 1,140,658 | ||||||
| Loss on settlement of debt | - | (294,306 | ) | |||||
| Foreign exchange gain (loss) | (1,377,475 | ) | 3,972,705 | |||||
| Gain (loss) on sale of digital currencies (note 3) | 945,536 | (11,574,330 | ) | |||||
| Loss on digital currency option calls | - | (1,950,000 | ) | |||||
| Change in fair value of loan payable | (310,521 | ) | - | |||||
| Change in fair value of promissory note receivable | 50,685 | - | ||||||
| Other income (expense) | 54,528 | (50,834 | ) | |||||
| Change in fair value of amount owing for Miner Lease Agreement | (267,551 | ) | 1,693,088 | |||||
| Share based compensation (note 17) | (1,620,777 | ) | (3,296,238 | ) | ||||
| Loss on revaluation of digital currencies (note 3) | 10,991 | (3,256,530 | ) | |||||
| Impairment of goodwill (note 9) | - | (1,260,783 | ) | |||||
| Impairment of data miners (note 6) | - | (1,556,000 | ) | |||||
| Write-off of property, plant and equipment | (1,363,941 | ) | - | |||||
| Operating loss | (17,320,753 | ) | (28,227,374 | ) | ||||
| Revaluation of warrant liabilities (note 14) | (4,522,523 | ) | 32,010,637 | |||||
| Net financial expenses (note 20) | (42,134 | ) | (296,218 | ) | ||||
| Private placements issuance costs | - | (695,170 | ) | |||||
| Net income (loss) before income taxes | (21,885,410 | ) | 2,791,875 | |||||
| Deferred tax recovery (expense) | - | 1,537,467 | ||||||
| Net income (loss) for the year | (21,885,410 | ) | 4,329,342 | |||||
| Other comprehensive income (loss) | ||||||||
| Items that will be reclassified to net income | ||||||||
| Foreign currency translation adjustment | 1,263,136 | (3,658,651 | ) | |||||
| Items that will not be reclassified to net income | ||||||||
| Revaluation of digital currencies, net of tax | - | (3,706,624 | ) | |||||
| Total comprehensive loss for the year | $ | (20,622,274 | ) | $ | (3,035,933 | ) | ||
| Basic income (loss) per share (note 18) | $ | (0.77 | ) | $ | 0.16 | |||
| Diluted income (loss) per share (note 18) | $ | (0.77 | ) | $ | 0.16 | |||
The accompanying notes are an integral part of these consolidated financial statements.
- 2 -
|
Digihost Technology Inc. Consolidated Statements of Cash Flows (Expressed in United States Dollars) |
| 2023 | 2022 | |||||||
| Year Ended December 31, | Restated - note 2(w) | Restated - note 2(w) | ||||||
| Operating activities | ||||||||
| Net income (loss) for the year | $ | (21,885,410 | ) | $ | 4,329,342 | |||
| Adjustments for: | ||||||||
| Digital currencies items (note 21) | (17,876,857 | ) | 3,444,692 | |||||
| Interest income accrual | (48,000 | ) | - | |||||
| Gain on sale of property, plant and equipment | - | (1,140,658 | ) | |||||
| Depreciation of right-of-use assets | 172,332 | 142,324 | ||||||
| Depreciation and amortization | 14,871,456 | 10,657,144 | ||||||
| Interest on lease liabilities | 92,860 | 58,014 | ||||||
| Change in fair value of amount owing for Miner Lease Agreement | 267,551 | (1,693,088 | ) | |||||
| Share based compensation | 1,620,777 | 3,296,238 | ||||||
| Change in warrant liability | 4,522,523 | (32,010,637 | ) | |||||
| Share issuance cost | - | 695,170 | ||||||
| Loss on settlement of debt | - | 294,306 | ||||||
| Interest accrued on loan payable | 138,300 | (6,000 | ) | |||||
| Change in fair value of loan payable | 310,521 | - | ||||||
| Change in fair value of promissory note receivable | (50,685 | ) | - | |||||
| Accretion on liability | (126,026 | ) | - | |||||
| Impairment of goodwill | - | 1,260,783 | ||||||
| Impairment of data miners | - | 1,556,000 | ||||||
| Write-off of property, plant and equipment | 1,363,941 | - | ||||||
| Deferred tax recovery | - | (1,537,467 | ) | |||||
| Foreign exchange loss (gain) | 1,375,661 | (3,660,296 | ) | |||||
| Working capital items (note 21) | 1,678,098 | (1,181,046 | ) | |||||
| Net cash provided by (used in) operating activities | (13,572,958 | ) | (15,495,179 | ) | ||||
| Investing activities | ||||||||
| Purchase of property, plant and equipment | (3,007,766 | ) | (14,685,038 | ) | ||||
| Proceeds from sale of property, plant and equipment | 499,950 | 795,000 | ||||||
| Acquisition of digital currency option calls | - | (623,000 | ) | |||||
| Acquisition of digital currencies | - | (3,932,000 | ) | |||||
| Digital currencies traded for cash | 19,264,980 | 16,016,280 | ||||||
| Business combination (note 4) | (4,749,666 | ) | - | |||||
| Net cash used in investing activities | 12,007,498 | (2,428,758 | ) | |||||
| Financing activities | ||||||||
| Proceeds from private placement, net of costs | - | 8,314,269 | ||||||
| Proceeds from pre-funded warrants | - | 1,029,600 | ||||||
| Repurchase of shares | - | (255,525 | ) | |||||
| Repayment of mortgage | (534,000 | ) | (133,500 | ) | ||||
| Proceeds of shares issued for cash | 1,073,244 | - | ||||||
| Proceeds from loans payable | 691,500 | 10,000,000 | ||||||
| Repayment of loans payable | (1,027,753 | ) | - | |||||
| Lease payments | (146,880 | ) | (96,000 | ) | ||||
| Net cash provided by financing activities | 56,111 | 18,858,844 | ||||||
| Net change in cash | (1,509,349 | ) | 934,907 | |||||
| Cash, beginning of year | 1,850,622 | 915,715 | ||||||
| Cash, end of year | $ | 341,273 | $ | 1,850,622 | ||||
| Supplemental information | ||||||||
| Interest paid | $ | - | $ | 238,204 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
- 3 -
Digihost Technology Inc.
Consolidated Statement of Changes in Shareholders’ Equity
(Expressed in United States Dollars)
| Number of shares (note 15) | ||||||||||||||||||||||||||||||||
| Subordinate
voting shares | Proportionate voting shares | Share | Contributed surplus | Cumulative Translation Adjustment | Digital currency revaluation reserve | Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2021 | 24,956,165 | 3,333 | $ | 31,423,095 | $ | 11,844,581 | $ | 167,068 | $ | 3,706,624 | $ | (8,879,964 | ) | $ | 38,261,404 | |||||||||||||||||
| Private placements (note 15(b)(ii)) | 2,729,748 | - | 15,255,979 | - | - | - | - | 15,255,979 | ||||||||||||||||||||||||
| Cost of issue - cash (note 15(b)(ii)) | - | - | (547,307 | ) | - | - | - | - | (547,307 | ) | ||||||||||||||||||||||
| Cost of issue - broker warrants (note 15(b)(ii)) | - | - | (270,978 | ) | 535,009 | - | - | - | 264,031 | |||||||||||||||||||||||
| Warrant liabilities | - | - | (7,007,643 | ) | - | - | - | - | (7,007,643 | ) | ||||||||||||||||||||||
| Shares cancelled (note 15(b)(i)) | (165,200 | ) | - | (194,260 | ) | - | - | - | (61,265 | ) | (255,525 | ) | ||||||||||||||||||||
| Shares issued for cash | 2,100 | - | 2,469 | - | - | - | - | 2,469 | ||||||||||||||||||||||||
| Shares issued for exercise of pre-funded warrants | 300,000 | - | 927,463 | - | - | - | - | 927,463 | ||||||||||||||||||||||||
| Share based compensation | - | - | - | 3,296,238 | - | - | - | 3,296,238 | ||||||||||||||||||||||||
| Shares issued to settle payable (note 15(b)(xi)) | 19,391 | - | 13,816 | - | - | - | - | 13,816 | ||||||||||||||||||||||||
| Transaction with owners | 27,842,204 | 3,333 | 39,602,634 | 15,675,828 | 167,068 | 3,706,624 | (8,941,229 | ) | 50,210,925 | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (3,658,651 | ) | - | - | (3,658,651 | ) | ||||||||||||||||||||||
| Revaluation of digital currencies, net of tax | - | - | - | - | - | (3,706,624 | ) | - | (3,706,624 | ) | ||||||||||||||||||||||
| Net income for the year | - | - | - | - | - | - | 4,329,342 | 4,329,342 | ||||||||||||||||||||||||
| Total comprehensive loss for the year | - | - | - | - | (3,658,651 | ) | (3,706,624 | ) | 4,329,342 | (3,035,933 | ) | |||||||||||||||||||||
| Balance, December 31, 2022 | 27,842,204 | 3,333 | 39,602,634 | 15,675,828 | (3,491,583 | ) | - | (4,611,887 | ) | 47,174,992 | ||||||||||||||||||||||
| Shares issued for cash (note 15(b)(i)) | 556,954 | - | 1,073,244 | - | - | - | - | 1,073,244 | ||||||||||||||||||||||||
| Restricted share units converted to common shares | 479,582 | - | 1,827,782 | (1,827,782 | ) | - | - | - | - | |||||||||||||||||||||||
| Share based compensation | - | - | - | 1,620,777 | - | - | - | 1,620,777 | ||||||||||||||||||||||||
| Transaction with owners | 28,878,740 | 3,333 | 42,503,660 | 15,468,823 | (3,491,583 | ) | - | (4,611,887 | ) | 49,869,013 | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 1,263,136 | - | - | 1,263,136 | ||||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | - | (21,885,410 | ) | (21,885,410 | ) | ||||||||||||||||||||||
| Total comprehensive loss for the year | - | - | - | - | 1,263,136 | - | (21,885,410 | ) | (20,622,274 | ) | ||||||||||||||||||||||
| Balance, December 31, 2023 | 28,878,740 | 3,333 | $ | 42,503,660 | $ | 15,468,823 | $ | (2,228,447 | ) | $ | - | $ | (26,497,297 | ) | $ | 29,246,739 | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
- 4 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 1. | Nature of operations and going concern |
Digihost Technology Inc. (the “Company” or “Digihost”) was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. Digihost and its subsidiaries, Digihost International, Inc., DGX Holding, LLC, and World Generation X, LLC (together the “Company”) is a blockchain technology company with operations in cryptocurrency mining and also a supplier of energy through its recent acquisition of a power plant. The head office of the Company is located at 2830 Produce Row, Houston, TX, 77023.
These consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on April 2, 2024.
Going Concern
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation and will be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The use of these principles may not be appropriate.
As at December 31, 2023, the Company has a working capital deficiency of $3,064,351 (2022 - working capital of $2,874,560) and did not generate positive cashflows from its operations since its incorporation. The current working capital is not sufficient to meet the Company’s requirements and business growth initiatives. The Company’s ability to continue as a going concern depends upon its ability generate positive cashflows from its operations and to raise additional financing. Even if the Company has been successful in the past in raising financings, there is no assurance that it will manage to obtain additional financing in the future.
These material uncertainties may cast significant doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments or disclosures that may be necessary should the Company not be able to continue as a going concern. If this were the case, these adjustments could be material.
| 2. | Material accounting policies |
| (a) | Statement of compliance |
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (hereafter “IFRS Accounting Standards”) issued effective for the Company’s reporting for the year ended December 31, 2023.
| (b) | Statement of presentation |
The Company’s consolidated financial statements have been prepared on an accrual basis and under the historical cost basis.
| (c) | Basis of consolidation |
These consolidated financial statements include the accounts of Digihost and its wholly owned subsidiaries: Digihost International, Inc., DGX Holdings, LLC and World Generation X. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor’s returns. All intercompany transactions and balances have been eliminated upon consolidation.
- 5 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (d) | Functional and presentation currency |
These financial statements are presented in United States Dollars. The functional currency of Digihost is the Canadian dollar and the functional currency of Digihost International, Inc., DGX Holding, LLC and World Generation X is the United States Dollars. All financial information is expressed in United States Dollars, unless otherwise stated.
| (e) | Foreign currency translation |
Monetary assets and liabilities denominated in foreign currencies are translated to the respective functional currency at exchange rates in effect at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates at the respective transaction dates. Revenue and expenses are translated at the rate of exchange at each transaction date. Gains or losses on translation are included in foreign exchange expense.
The results and financial position of an entity whose functional currency are translated into a different presentation currency are treated as follows:
| ● | assets and liabilities are translated at the closing rate at the reporting date; |
| ● | income and expenses for each income statement are translated at average exchange rates at the dates of the period; and |
| ● | all resulting exchange differences are recognized in other comprehensive income (loss) as cumulative translation adjustments. |
| (f) | Revenue recognition |
The Company recognizes revenue under IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”).
To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets IFRS 15’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (f) | Revenue recognition (continued) |
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:
| ● | Variable consideration |
| ● | Constraining estimates of variable consideration |
| ● | The existence of a significant financing component in the contract |
| ● | Non-cash consideration |
| ● | Consideration payable to a customer |
Variable consideration is included in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.
Digital currency mining: The Company’s revenue is derived from providing computing power (hashrate) to mining pools. The Company has entered into arrangements, as amended from time to time, with mining pool operators to provide computing power to the mining pools. The provision of computing power to mining pools is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide computing power. As a result, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides computing power to the mining pool. The contracts can be terminated at any time by either party without substantive compensation to the other party for such termination. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. The Company has determined that this renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions.
In exchange for providing computing power, which represents the Company’s only performance obligation, the Company is entitled to non-cash consideration in the form of cryptocurrency, calculated under one of two payout methods, depending on the mining pool. The payout method used by the mining pool in which the Company participated is the Full Pay Per Share (“FPPS”) . This payout method contains three components, (i) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred to as a “block reward”), (ii) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (iii) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees.
| ○ | Block rewards are calculated as follows under the FPPS method. The block reward earned by the Company is calculated by the mining pool operator based on the proportion of hashrate the Company contributed to the mining pool to the total network hashrate used in solving the current algorithm. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool. |
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (f) | Revenue recognition (continued) |
| ○ | Transaction fees refer to the total fees paid by users of the network to execute transactions. Under FPPS, the Company is entitled to a pro-rata share of the total network transaction fees. The transaction fees paid out by the mining pool operator to the Company is based on the proportion of hashrate the Company contributed to the mining pool to the total network hashrate. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool. |
| ○ | Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth in a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue pursuant to the mining pool operators’ payout calculation. |
Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable (block rewards, transaction fees and pool operating fees), as well as being non-cash consideration, the Company assesses the estimated amount of the variable non-cash consideration to which it expects to be entitled for providing computing power at contract inception and subsequently, to determine when and to what extent it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. For each contract under the FPPS payout method, the Company recognizes the non- cash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception. For the contract under both the FPPS payout method, the Company measures non-cash consideration at the cryptocurrency spot price at the beginning of the day on the date of contract inception, as determined by the Company’s principal market, which is Gemini.
| ● | Colocation services: The Company recognizes revenue from its colocation services when it satisfies performance obligations by transferring the control of services, which include power provision and space rental, to customers. Revenue is recognized monthly in an amount that reflects actual power consumption, as per contractual terms, and any fixed maintenance fees are recognized over time as services are rendered to customers, aligning the recognition of revenue with the delivery of services. The transaction price for colocation services includes both fixed fees and variable considerations, which are incorporated only if a significant reversal in the future is deemed unlikely. |
| ● | Sale of electricity: The Company recognizes revenue from the sale of energy when it has satisfied its performance obligation, which occurs as the electricity is provided to the customer. The Company supplies the requisite power and ancillary operational functions in order for the digital currency mining equipment on its property to run efficiently outside of its facilities. Revenue is recorded monthly based on the actual consumption of energy by the customer, at the price determined by the contract. This reflects the Company’s performance and the customer’s consumption benefits, with variable consideration being recognized in the period it is due. The transaction price for sale of electricity includes both fixed fees and variable considerations, which are incorporated only if a significant reversal in the future is deemed unlikely. |
| ● | Sale of energy: The Company recognizes revenue from sale of energy is recorded upon the satisfaction of the performance obligation, specifically at the point when control of the energy is transferred to the end customer. This key moment reflects the Company’s fulfillment of its contractual duties. |
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (g) | Digital currencies |
Digital currencies consist of Bitcoin and Ethereum. Digital currencies meet the definition of intangible assets in IAS 38 Intangible Assets as they are identifiable non-monetary assets without physical substance. They are initially recorded at cost and the revaluation method is used to measure the digital currencies subsequently. Where digital currencies are recognized as revenue, the fair value of the Bitcoin received is considered to be the cost of the digital currencies. Under the revaluation method, increases in fair value (loss) are recorded in other comprehensive income (loss), while decreases are recorded in profit or loss. The Company revalues its digital currencies at the end of each quarter. There is no recycling of gains from other comprehensive income (loss) to profit or loss. However, to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in profit or loss, that increase is recorded in profit or loss. Decreases in fair value that reverse gains previously recorded in other comprehensive income (loss) are recorded in other comprehensive income (loss). Gains and losses on digital currencies sold between revaluation dates are included in profit or loss.
Digital currencies are measured at fair value using the quoted price on the Gemini Exchange. Gemini serves as the principal market. The Company believes any price difference amongst the principal market and an aggregated price to be immaterial. Management considers this fair value to be a Level 2 input under IFRS 13 Fair Value Measurement fair value hierarchy as the price on this source represents a quote of the currency on an active market.
| (h) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
| Amortization | Amortization | |||
| Asset | method | period | ||
| Data miners | Straight-line | 12 - 36 months | ||
| Equipment | Straight-line | 36 and 120 months | ||
| Leasehold improvement | Straight-line | 120 months | ||
| Powerplant in use | Straight-line | 480 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management. Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal year in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (i) | Intangible assets |
Intangible assets are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. The right of use of an electric power facility is depreciated over 13 years.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognized in profit or loss
Amortization of intangible assets has been included in depreciation and amortization in the consolidated statement of comprehensive loss.
| (j) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including property, plant and equipment, right of use assets and intangible assets when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis. Cash generating units to which goodwill has been allocated are tested for impairment annually.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. With the exception of goodwill, where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
| (k) | Leases and right-of-use assets |
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
| ○ | Leases of low value assets; and |
| ○ | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (k) | Leases and right-of-use assets (continued) |
On initial recognition, the carrying value of the lease liability also includes:
| ○ | Amounts expected to be payable under any residual value guarantee; |
| ○ | The exercise price of any purchase option granted if it is reasonable certain to assess that option; |
| ○ | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at cost, which includes the initial amount of the lease liability, reduced for any lease incentives received, and increased for:
| ○ | Lease payments made at or before commencement of the lease; |
| ○ | Initial direct costs incurred; and |
| ○ | The amount of any provision recognized where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortized over the remaining (revised) lease term or recorded in profit or loss if the right-of-use asset is reduced to zero.
| (l) | Goodwill |
The Company measures goodwill as the fair value of the cost of the acquisition less the fair value of the identifiable net assets acquired, all measured as of the acquisition date. Goodwill is carried at cost less accumulated impairment losses.
| (m) | Segment reporting |
The reporting segments are identified on the basis of information that is reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated and assess its performance. Accordingly, for management purposes, the Company has three reporting segments namely, cryptocurrency mining, sales of energy and colocation services.
| (n) | Provisions |
Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (o) | Financial instruments |
Financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The primary measurement categories for financial assets are measured at amortized cost, fair value through other comprehensive income (loss) (“FVTOCI”) and fair value through profit and loss (“FVTPL”).
Financial assets
Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVTOCI. The Company determines the classification of its financial assets at initial recognition. The Company does not have any financial assets categorized as FVTOCI.
| ● | Amortized cost |
Financial assets are classified as measured at amortized cost if both of the following criteria are met: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows; and 2) the asset’s contractual cash flows represent “solely payments of principal and interest”. After initial recognition, these are measured at amortized cost using the effective interest rate method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash, amounts receivable and deposits are classified as financial assets and measured at amortized cost.
Revenues from these financial assets are recognized in financial revenues, if any.
| ● | FVTPL |
Financial assets carried at FVTPL are initially recorded at fair value and transactions costs expensed in the consolidated statements of net loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are recorded in the consolidated statements of comprehensive income (loss) in the period in which they arise. The Company’s promissory note receivable is classified as a financial asset and measured at FVTPL.
Financial liabilities
Financial liabilities are subsequently measured at amortized cost using the effective interest rate method.
The Company’s accounts payable and accrued liabilities (excluding salaries payable), mortgage payable, loans payable and deposit payable are classified as measured at amortized cost.
The Company’s amount owing to Northern Data and warrant liabilities are classified as measured at FVTPL with gains and losses recognized in profit and loss.
Derecognition
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (o) | Financial instruments (continued) |
Expected Credit Loss Impairment Model
The Company uses the single expected credit loss impairment model, which is based on changes in credit quality since initial application.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.
The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
Fair Value
Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
| ● | Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| ● | Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and |
| ● | Level 3 – inputs for the assets or liability that are not based on observable market data (unobservable inputs). |
| (p) | Share capital and equity |
Share capital represents the amount received on the issue of shares, less issuance costs, net of any underlying income tax benefit from these issuance costs. When warrants are issued in connection with shares, the Company uses the residual method for allocating fair value to the shares and then to warrants.
Contributed surplus include the value of warrants classified as equity and stock options. When warrants and stock options are exercised, the related compensation cost and value are transferred to share capital.
Deficit includes all current and prior year losses.
Digital currency revaluation reserve includes gains and losses from the revaluation of digital currencies, net of tax.
Assets and liabilities of the Company are translated to the presentation currency. The resulting translation adjustments are charged or credited to the cumulative translation reserve.
| (q) | Loss per share |
The Company presents basic and diluted loss per share data for its subordinate voting shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of subordinate voting shares and proportionate voting shares outstanding during the period. Diluted loss per share is determined by adjusting the weighted average number of subordinate voting shares and proportionate voting shares outstanding to assume conversion of all dilutive potential subordinate voting shares.
- 13 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (r) | Share-based compensation |
The granting of stock options and restricted share units (“RSUs”) to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The fair values of the RSUs are determined by the quoted market price of the Company’s common shares at date of grant. The expense for stock options and RSUs that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
| (s) | Business combinations |
The Company applies the acquisition method in accounting for business combinations. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.
| (t) | Income taxes |
Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes and the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date.
A deferred tax asset is recognized only to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilized against future taxable income. Deferred tax liabilities are always provided for in full.
Changes in deferred tax assets or deferred tax liabilities are recognized as revenues or expense in profit and loss, unless they relate to items that were recognized directly in equity, in which case the related deferred taxes are also recognized in equity.
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Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
| (u) | Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company. |
At the date of authorization of these consolidated financial statements, several new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Company’s consolidated financial statements.
| (v) | Critical accounting judgements, estimates and assumptions |
The preparation of these financial statements in conformity with IFRS Accounting Standards requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
| (i) | Income from digital currency mining |
The Company recognizes income 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”). Income 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 contract inception. 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 or 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 income 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.
| (ii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
- 15 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
Significant judgements (continued)
| (iii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in Note 1.
| (iv) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the year in which such determination is made.
Significant estimates
| (i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations 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 future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
| (ii) | Useful lives of property, plant and equipment |
Depreciation of data miners and equipment are 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.
| (iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 3) 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.
- 16 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 2. | Material accounting policies (continued) |
Significant estimates (continued)
| (iv) | Impairment of goodwill |
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the CGU. Such recoverable amount corresponds, for the purpose of impairment assessment, to the higher of the value in use or the fair value less costs of disposal of the CGU to which goodwill has been allocated. The value in use calculation requires management to estimate future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. The key assumptions required for the value in use estimation are described in note 9.
For the value in use approach, the values assigned to key assumptions reflect past experience and external sources of information that are deemed accurate and reliable.
| (v) | Data miners valuation |
Impairment of data miners was estimated based on the recoverable amount of mining equipment based on current market prices and hash rate power per miner type. The recoverable amount represents the higher value between an asset’s fair value less costs to sell and its value in use. Hash rate power refers to the computational power of the mining equipment, which directly affects the mining efficiency and potential revenue generation. As the market prices for mining equipment and hash rate power can vary significantly over time, these factors are considered in estimating the recoverable amount of the assets. The current market prices for mining equipment are obtained from various sources, including manufacturers, distributors, and marketplaces for used equipment. Management reviews and compares these prices regularly to ensure the accuracy and relevance of the data.
| (w) | Restatement of statement of cash flows |
The statement of cash flows has been restated to reclassify the cash proceeds from from the sale of digital assets and the cash disbursements related to their acquisition, which are accounted for as intangible assets under IAS 38, from cash flows from operations to cash flows from investing activities. The Company has determined that this error was material to the previously issued consolidated financial statements and as such, has restated its consolidated financial statements, as applicable.
- 17 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 3. | Digital currencies |
The Company’s holdings of digital currencies consist of the following:
| As at | As at | |||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Bitcoin | $ | 822,884 | $ | 1,842,177 | ||||
| Ethereum | - | 958,480 | ||||||
| $ | 822,884 | $ | 2,800,657 | |||||
The continuity of digital currencies was as follows:
| Number of | Number of | Total | |||||||||||||||||
| Bitcoin | Amount | Ethereum | Amount | Amount | |||||||||||||||
| Balance, December 31, 2021 | 632 | $ | 29,770,994 | 1,001 | $ | 3,720,992 | $ | 33,491,986 | |||||||||||
| Bitcoin mined for Digihost(2) | 832 | 24,190,059 | - | - | 24,190,059 | ||||||||||||||
| Bitcoin remitted to Northern Data(2) | (380) | (10,836,179 | ) | - | - | (10,836,179 | ) | ||||||||||||
| Received from sale of property and equipment | 9 | 345,658 | - | - | 345,658 | ||||||||||||||
| Acquisition of digital currencies | 100 | 3,932,000 | - | - | 3,932,000 | ||||||||||||||
| Digital currencies paid for services | (27) | (739,024 | ) | - | - | (739,024 | ) | ||||||||||||
| Digital currencies traded for cash | (640) | (15,747,279 | ) | (200 | ) | (269,001 | ) | (16,016,280 | ) | ||||||||||
| Digital currencies for loan repayment | (415) | (11,982,320 | ) | - | - | (11,982,320 | ) | ||||||||||||
| Loss on sale of digital currencies | - | (11,574,330 | ) | - | - | (11,574,330 | ) | ||||||||||||
| Revaluation adjustment(1) | - | (5,517,402 | ) | - | (2,493,511 | ) | (8,010,913 | ) | |||||||||||
| Balance, December 31, 2022 | 111 | 1,842,177 | 801 | 958,480 | 2,800,657 | ||||||||||||||
| Bitcoin mined(2) | 640 | 18,128,241 | - | - | 18,128,241 | ||||||||||||||
| Bitcoin received from colocation services(3) | 6 | 185,819 | - | - | 185,819 | ||||||||||||||
| Bitcoin received for electricity sales(3) | 18 | 538,197 | - | - | 538,197 | ||||||||||||||
| Digital currencies traded for cash | (655) | (18,018,987 | ) | (801 | ) | (1,245,993 | ) | (19,264,980 | ) | ||||||||||
| Digital currencies paid for services | (20) | (433,492 | ) | - | - | (433,492 | ) | ||||||||||||
| Digital currencies for loan repayment | (30) | (883,622 | ) | - | - | (883,622 | ) | ||||||||||||
| Bitcoin remitted to Northern Data(2) | (51) | (1,204,463 | ) | - | - | (1,204,463 | ) | ||||||||||||
| Gain on sale of digital currencies | - | 658,023 | - | 287,513 | 945,536 | ||||||||||||||
| Revaluation adjustment(1) | - | 10,991 | - | - | 10,991 | ||||||||||||||
| Balance, December 31, 2023 | 19 | $ | 822,884 | - | $ | - | $ | 822,884 | |||||||||||
| (1) | Digital assets held are revalued each reporting period based on the fair market value of the price of Bitcoin and Ethereum on the reporting date. As at December 31, 2023, the prices of Bitcoin and Ethereum were $42,244 (December 31, 2022 - $16,548) and $1,674 (December 31, 2022 - $1,197), respectively resulting in total revaluation gain of $(10,991) (loss of $8,010,913 in 2022). In 2022, the Company recorded $3,706,624 of the loss in other comprehensive loss, net of taxes of $1,047,759, and the remaining loss of $3,256,530 was recorded on the statement of comprehensive income (loss). |
| (2) | During the year ended December 31, 2021, the Company entered into a Miner Lease Agreement and a hosting services agreement with Northern Data, NY LLC, pursuant to which the parties have agreed to split a portion of the mining rewards received and energy costs incurred for the miners put in service pursuant to these agreements. As at December 31, 2023, the Company must remit nil Bitcoin (December 31, 2022 - 19 Bitcoin) with a value of $nil (December 31, 2022 - $322,099) which is presented in the current liabilities. The Miner Lease Agreement was terminated on February 15, 2023. |
| (3) | During the year ended December 31, 2023, the Company entered into a Mining Operations Agreement with Northern Data NY, LLC, and Colocation Services Agreements with both Corner Energy Ltd. and Bit Digital USA, Inc. Pursuant to these agreements, the parties have agreed to split a portion of the energy costs and mining rewards received incurred for the power consumed by the miners put in service at the Company’s respective sites pursuant to these agreements. As at December 31, 2023, the Company is owed $565,680 from these parties related to these agreements (December 31, 2022 - $nil). |
- 18 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 4. | Business combination |
On February 7, 2023, the Company completed the acquisition of a 60 MW power plant in North Tonawanda, New York for a total consideration of $4,749,666 of which $150,000 was paid in previous years. The transaction was accounted for as a business combination under IFRS 3, Business Combinations. The Company completed this business combination as part of its ongoing infrastructure expansion strategy and increase its available computing power. Operation of the plant will help support the local utility power grid for reliability and the plant will be readily available for residential and commercial consumers during peak periods of demand.
At the date of acquisition, the Company determined the fair value of the net identified net assets as follows:
| Total final consideration paid in cash | $ | 4,749,666 | ||
| Identified fair value of net assets acquired: | ||||
| Prepaids and deposits | 418,287 | |||
| Land | 530,000 | |||
| Power plant infrastructure | 4,643,800 | |||
| PPA capacity liability | (213,100 | ) | ||
| Accounts payable | (218,621 | ) | ||
| Loan payable | (410,700 | ) | ||
| $ | 4,749,666 |
For the year ended December 31, 2023, the acquired power plant accounted for $3,272,005 in revenue and $671,740 in net loss.
In fiscal 2022, the Company paid $1.2 million which was comprised of $ 1.0 million for the option to purchase the power plant and $200,000 in extension fees. These amounts were not included in the business combination.
- 19 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 5. | Amounts receivable and other assets |
| As at | As at | |||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Deposits | $ | 2,297,314 | $ | - | ||||
| Prepaid expenses | 115,577 | 741,350 | ||||||
| Accounts receivable | 565,680 | 492,825 | ||||||
| Interest receivable (note 10) | 48,000 | - | ||||||
| 3,026,571 | 1,234,175 | |||||||
| Long-term deposits and prepaid expenses | (2,159,314 | ) | - | |||||
| $ | 867,257 | $ | 1,234,175 | |||||
| 6. | Property, plant and equipment |
| Land and | Data | Equipment | Leasehold | Equipment in | Power plant | |||||||||||||||||||||||
| buildings | miners | and other | improvement | construction | in use | Total | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| December 31, 2021 | $ | - | $ | 31,658,103 | $ | 3,363,324 | $ | 1,040,000 | $ | 7,148,920 | $ | - | $ | 43,210,347 | ||||||||||||||
| Additions | 3,658,510 | - | 1,641,520 | 39,542 | 10,413,466 | - | 15,753,038 | |||||||||||||||||||||
| Disposal | - | (1,253,992 | ) | - | - | - | - | (1,253,992 | ) | |||||||||||||||||||
| Transfer asset in use | - | - | 3,218,685 | - | (3,218,685 | ) | - | - | ||||||||||||||||||||
| December 31, 2022 | 3,658,510 | 30,404,111 | 8,223,529 | 1,079,542 | 14,343,701 | - | 57,709,393 | |||||||||||||||||||||
| Additions | 827,230 | 1,491,668 | 688,868 | - | - | - | 3,007,766 | |||||||||||||||||||||
| Disposal | - | - | (499,950 | ) | - | - | - | (499,950 | ) | |||||||||||||||||||
| Write-off | - | - | (1,363,941 | ) | - | - | - | (1,363,941 | ) | |||||||||||||||||||
| Transfer asset in use | - | - | 14,343,701 | - | (14,343,701 | ) | - | - | ||||||||||||||||||||
| Acquired in business combination (note 4) | 530,000 | - | - | - | - | 4,643,800 | 5,173,800 | |||||||||||||||||||||
| December 31, 2023 | $ | 5,015,740 | $ | 31,895,779 | $ | 21,392,207 | $ | 1,079,542 | $ | - | $ | 4,643,800 | $ | 64,027,068 | ||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| December 31, 2021 | $ | - | $ | 3,820,296 | $ | 1,056,888 | $ | 191,056 | $ | - | $ | - | $ | 5,068,240 | ||||||||||||||
| Depreciation | - | 8,815,246 | 1,607,458 | 105,208 | - | - | 10,527,912 | |||||||||||||||||||||
| Impairment | - | 1,556,000 | - | - | - | - | 1,556,000 | |||||||||||||||||||||
| Disposal | - | (1,253,992 | ) | - | - | - | - | (1,253,992 | ) | |||||||||||||||||||
| December 31, 2022 | - | 12,937,550 | 2,664,346 | 296,264 | - | - | 15,898,160 | |||||||||||||||||||||
| Depreciation | - | 9,825,482 | 4,483,977 | 105,318 | - | 327,447 | 14,742,224 | |||||||||||||||||||||
| December 31, 2023 | $ | - | $ | 22,763,032 | $ | 7,148,323 | $ | 401,582 | $ | - | $ | 327,447 | $ | 30,640,384 | ||||||||||||||
| Net carrying value | ||||||||||||||||||||||||||||
| As at December 31, 2022 | $ | 3,658,510 | $ | 17,466,561 | $ | 5,559,183 | $ | 783,278 | $ | 14,343,701 | $ | - | $ | 41,811,233 | ||||||||||||||
| As at December 31, 2023 | $ | 5,015,740 | $ | 9,132,747 | $ | 14,243,884 | $ | 677,960 | $ | - | $ | 4,316,353 | $ | 33,386,684 | ||||||||||||||
The Company tested its data miners as at December 31, 2023 and 2022. The recoverable amount of the data miners was determined based on the higher of the value in use and fair value less costs of disposal calculation, based on specific judgment and assumptions. The fair value less costs to sell determined the recoverable amount. As a result, the Company recorded an impairment charge over its data miners of $nil (2022 - $1,556,000). The impairment was based on an assessment of the performance of the data miners in relation to prevailing replacement costs and the downturn of the prices of the Company’s digital currencies.
- 20 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 7. | Right-of-use assets |
| As at December 31, 2023 | As at December 31, 2022 | |||||||
| Balance, beginning of period | $ | 2,538,447 | $ | 2,078,599 | ||||
| Additions(1) | - | 602,172 | ||||||
| Depreciation | (172,332 | ) | (142,324 | ) | ||||
| Balance, end of period | $ | 2,366,115 | $ | 2,538,447 | ||||
| (1) | In April 2022, the Company entered into a lease for its head office for a term of 5 years. |
| 8. | Intangible asset |
Intangible asset relates to the right-of-use of an electric power facility.
| As at December 31, 2023 | As at December 31, 2022 | |||||||
| Balance, beginning of period | $ | 1,314,028 | $ | 1,443,260 | ||||
| Amortization | (129,230 | ) | (129,232 | ) | ||||
| Balance, end of period | $ | 1,184,798 | $ | 1,314,028 | ||||
| 9. | Goodwill |
| As at December 31, 2023 | As at December 31, 2022 | |||||||
| Balance, beginning of period | $ | - | $ | 1,346,904 | ||||
| Impairment | - | (1,260,783 | ) | |||||
| Foreign currency translation | - | (86,121 | ) | |||||
| Balance, end of period | $ | - | $ | - | ||||
For the realization of its annual impairment test for 2022, management determined the recoverable amount as the value in use. The significant assumptions used in determining value in use are:
| ○ | Monthly Bitcoin price average growth rate of 2.2% |
| ○ | Difficulty monthly growth rate of 2.8% |
| ○ | Terminal annual growth rate of 2.5% |
| ○ | Discount rate 20% - 22% |
An impairment of $1,260,783 was taken on goodwill. The assumptions used were based on the Company’s internal forecasts. The Company projected revenue, working capital, capital expenditures and expenses for a period of five years. The Company has also performed a sensitivity analysis on key assumptions which indicated that reasonable changes will not have a material impact.
- 21 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 10. | Promissory note receivable |
In December 2021, the Company entered into an agreement for a Secured Convertible Promissory Note (“Note”) with principal of $800,000. The Note accrues interest at a rate of 6% per annum, with 3% payable in cash every calendar quarter and 3% payable in notes (note 5). The Note is convertible at the Company’s option into Series C Preferred Stock of the issuer. If the Note is not converted into shares by the Company, all unpaid and accrued interest are due on Maturity Date of December 21, 2026. The Notes are secured by the assets of the issuer. As at December 31, 2023, the fair value of the Note was estimated to be $850,685.
| As at December 31, 2023 | As at December 31, 2022 | |||||||
| Balance, beginning of period | $ | 806,000 | $ | 800,000 | ||||
| Interest | - | 6,000 | ||||||
| Payments received | (6,000 | ) | - | |||||
| Fair value adjustment | 50,685 | - | ||||||
| Balance, end of period | $ | 850,685 | $ | 806,000 | ||||
| 11. | Lease liabilities |
The continuity of the lease liabilities are presented in the table below:
| As at | As at | |||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Balance, beginning of period | $ | 547,471 | $ | - | ||||
| Additions(1) | - | 602,172 | ||||||
| Interest | 46,923 | 41,299 | ||||||
| Lease payments | (146,880 | ) | (96,000 | ) | ||||
| Balance, end of period | $ | 447,514 | $ | 547,471 | ||||
| Current portion | $ | 110,651 | $ | 99,957 | ||||
| Non-current portion | 336,863 | 447,514 | ||||||
| Total lease liabilities | $ | 447,514 | $ | 547,471 | ||||
| (1) | In April 2022, the Company entered into a lease for its head office for a term of 5 years. When measuring lease liability, the Company’s incremental borrowing rate applied was estimated to be 10% per annum. |
Maturity analysis - contractual undiscounted cash flows
| As at December 31, 2023 | ||||
| Less than one year | $ | 151,286 | ||
| One to five years | 370,349 | |||
| Total undiscounted lease obligations | $ | 521,635 | ||
- 22 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 12. | Loans payable |
| As at December 31, 2023 | As at December 31, 2022 | |||||||
| Balance, beginning of the period | $ | - | $ | - | ||||
| New loans(1)(2) | 691,500 | 10,000,000 | ||||||
| Loan assumed in business acquisition(3) | 410,700 | - | ||||||
| Repayment of loans | (1,027,754 | ) | (10,000,000 | ) | ||||
| Interest | 225,373 | - | ||||||
| Fair value adjustment | 310,521 | - | ||||||
| Balance, end of the period | 610,340 | - | ||||||
| Long-term loans payable | (356,710 | ) | - | |||||
| $ | 253,630 | $ | - | |||||
| (1) | On March 2, 2022, the Company announced the closing of a $10,000,000 committed, collateralized revolving credit facility with Securitize, Inc. (the “Loan Facility”). The Loan Facility had a one-year committed term and an interest rate of 7.5% per annum. |
| (2) | The Company entered into a loan agreement with Doge Capital LLC (“Doge”), a company controlled by the chief executive officer, dated February 6, 2023, whereby Doge lent the Company the equivalent value of 30 Bitcoins, being $691,500 and the Company agreed to repay Doge 36 Bitcoins as full repayment of the loan. The Company shall repay Doge 3 Bitcoins per month for 12 consecutive months with the first payment due on March 1, 2023 and the remaining 11 payments due on the first day of each successive month. |
| (3) | Upon the closing of the Power Plant transaction (note 4), the Company assumed loan agreement with Niagara Mohawk Power Corporation dated September 1, 2020. The Company is required to make minimum payments of $2,500 per month, with the outstanding balance of $410,700. As the outstanding principal balance has not paid in full as of September 6, 2023, interest shall accrue on the outstanding balance as of that date and each subsequent month thereafter at the rate for overdue payments described as in National Grid’s Electricity Tariff for Service Classification No 6. |
| 13. | Mortgage payable |
In June 2022, the Company’s incremental borrowing rate applied was estimated to be 7% per annum. The mortgage does not bear interest, is repayable by monthly instalments of $44,500 and matures in September 2024. The mortgage is secured by the powerplant in progress with a net book value of $2,651,500.
| As at December 31, 2023 | As at December 31, 2022 | |||||||
| Balance, beginning of period | $ | 877,127 | $ | - | ||||
| Additions | - | 993,912 | ||||||
| Interest | 45,937 | 16,715 | ||||||
| Payments | (534,000 | ) | (133,500 | ) | ||||
| Balance, end of period | $ | 389,064 | $ | 877,127 | ||||
| Current portion | $ | 389,064 | $ | 488,062 | ||||
| Non-current portion | - | 389,065 | ||||||
| Total mortgage payable | $ | 389,064 | $ | 877,127 | ||||
- 23 -
Digihost Technology Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 13. | Mortgage payable (continued) |
Maturity analysis - contractual undiscounted cash flows
| As at December 31, 2023 | ||||
| Less than one year | $ | 400,500 | ||
| Total undiscounted mortgage obligations | $ | 400,500 | ||
| 14. | Warrant liabilities |
Due to the characteristics of certain warrants, the fixed-for-fixed condition is not met. Therefore the Company records these warrants as financial liabilities measured at fair value upon initial recognition. At each subsequent reporting date, the warrants are re-measured at fair value and the change in fair value is recognized through profit or loss. Upon warrant exercise, the fair value previously recognized in warrant liabilities is transferred from warrant liabilities to share capital.
The following table summarizes the changes in the warrant liabilities for the Company’s warrants for the period ending December 31, 2023 and December 31, 2022:
| Number of warrants | Amount | |||||||
| Balance, December, 2021 | 9,098,514 | $ | 31,943,365 | |||||
| Warrants issued | 3,029,748 | 7,007,643 | ||||||
| Warrants cancelled (note 15(b)(ii)) | (3,029,748 | ) | (5,887,840 | ) | ||||
| Pre-funded warrants issued (note 15(b)(ii)) | 300,000 | 927,463 | ||||||
| Pre-funded warrants exercised (note 15(b)(ii)) | (300,000 | ) | (927,463 | ) | ||||
| Revaluation of warrant liabilities | - | (32,010,637 | ) | |||||
| Foreign currency translation | - | (230,834 | ) | |||||
| Balance, December, 2022 | 9,098,514 | 821,697 | ||||||
| Revaluation of warrant liabilities | - | 4,522,523 | ||||||
| Foreign currency translation | - | 112,529 | ||||||
| Balance, December 31, 2023 | 9,098,514 | $ | 5,456,749 | |||||
The fair value of the Company’s warrants has been determined using the Black-Scholes pricing model and the following weighted average assumptions:
| As at December 31, | Issued | As at December 31, | ||||||||||
| 2023 | in 2022 | 2022 | ||||||||||
| Spot price (in CAD$) | $ | 3.06 | $ | 3.78 | $ | 0.47 | ||||||
| Risk-free interest rate | 3.91 | % | 1.62 | % | 4.07 | % | ||||||
| Expected annual volatility | 123 | % | 145 | % | 143 | % | ||||||
| Expected life (years) | 1.00 | 3.50 | 2.01 | |||||||||
| Dividend | nil | nil | nil | |||||||||
- 24 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 14. | Warrant liabilities (continued) |
The following table reflects the Company’s warrants outstanding and exercisable as at December 31, 2023 and December 31, 2022:
| Expiry date | Warrants |
Weighted
average |
||||||
| March 16, 2024 | 1,872,659 | 9.42 | ||||||
| June 18, 2024 | 2,083,334 | 5.97 | ||||||
| April 9, 2025 | 2,112,773 | 7.11 | ||||||
| September 9, 2025 | 3,029,748 | 6.25 | ||||||
| 9,098,514 | 7.04 | |||||||
| 15. | Share capital |
| a) | Authorized share capital |
Unlimited subordinate voting shares without par value and conferring 1 vote per share.
Unlimited proportionate voting shares without par value, conferring 200 votes per share, convertible at the holder’s option into subordinate voting shares on a basis of 200 subordinate voting shares for 1 proportionate voting shares.
| b) | Subordinate voting shares and proportionate voting shares issued |
Year ended December 31, 2023
(i) During the year ended December 31, 2023, the Company issued 556,954 subordinate voting shares at an average share price of $1.927 for a total aggregate of $1,073,244 pursuant to the at-the-market equity program.
Year ended December 31, 2022
(ii) On March 9, 2022, the Company closed a private placement with a single institutional investor, for (a) 2,729,748 subordinate voting shares at a purchase price of CAD$4.40 per subordinate voting share and associated warrant, (b) 300,000 pre-funded warrants (Pre-funded Warrants) at an exercise price of $0.0001 per subordinate voting shares, at an offering price of CAD$4.3999 per Pre-Funded Warrant and associated warrant and (iii) 3,029,748 common share purchase warrants (the “Warrants”) for aggregate gross cash proceeds of $10,424,453 (CAD$13,330,861) and the cancellation of warrants. The Warrants have an exercise price of CAD$6.25 per share and exercise period of three and one-half years from the issuance date. A fair value of $7,007,643 was assigned to the warrants. The Pre-Funded Warrants were assigned a fair value of $1,022,915 based on the cash received and are accounted for as financial liabilities at amortized cost. The Pre-Funded Warrants were exercised in September 2022, the financial liability together with the cash received of $30 and initial issuance costs was then accounted as an increase in share capital of $927,463.
In connection with the private placement, the investor has agreed to cancel existing warrants to purchase 1,248,440 common subordinate voting shares of the Company at an exercise price of CAD$9.42 per share issued in March 16, 2021 expiring on March 16, 2024 and the existing warrants to purchase 1,781,308 common subordinate voting shares of the Company at an exercise price of CAD$7.11 issued in April 9, 2021 expiring on April 9, 2025. The cancellation was considered as part of the proceeds of the above mentioned private placement and was accounted for as an increase in share capital of $5,887,616 for total proceeds from the private placement of $15,255,979.
- 25 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 15. | Share capital (continued) |
Year ended December 31, 2022 (continued)
H.C. Wainwright & Co. acted as the exclusive placement agent and received cash commission and expenses totalling $1,080,584 and 242,380 non-transferable broker warrants. Each broker warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$6.25 at any time for a period of three and one-half years from the issuance date. The broker warrants were assigned a fair value of $535,009 for total issuance costs of $1,615,593 of which $695,170 is recorded in net income as the cost of issuance of the warrants classified as liabilities and $102,138 in reduction of the Pre-Funded Warrants.
The grant date fair value of $535,009 for the 242,380 broker warrants was determined using the Black-Scholes pricing model and the following assumptions and inputs: share price of CAD$3.78; exercise price of CAD$6.25; expected dividend yield of 0%; expected volatility of 136% which is based on comparable companies; risk-free interest rate of 1.62%; and an expected average life of three and one-half years.
(iii) During May 2022, the Company received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 1,219,762 of its subordinate voting shares for cancellation. As at December 31, 2023, the Company repurchased 165,200 subordinate voting shares for a total repurchase price of $255,525.
(iv) On November 1, 2022, the Company issued 19,391 subordinate voting shares (valued at $13,816) to settle a debt of $92,825 with a creditor.
| 16. | Warrants |
| Number
of Warrants | Weighted
Average Exercise Price (CAD$) | |||||||
| Balance, December 31, 2021 | 783,436 | 8.30 | ||||||
| Issued (note 15(b)(ii)) | 242,380 | 6.25 | ||||||
| Balance, December 31, 2022 and December 31, 2023 | 1,025,816 | 7.81 | ||||||
The following table reflects the warrants issued and outstanding as of December 31, 2023:
| Number
of Warrants Outstanding | Exercise
Price (CAD$) | Weighted
Average Contractual Life (years) | Expiry Date | |||||||||
| 249,688 | 10.01 | 0.21 | March 16, 2024(1) | |||||||||
| 222,222 | 6.75 | 0.47 | June 18, 2024(1) | |||||||||
| 311,526 | 8.025 | 1.27 | April 9, 2025(1) | |||||||||
| 242,380 | 6.25 | 1.69 | September 9, 2025(1) | |||||||||
| 1,025,816 | 7.81 | 0.94 | ||||||||||
- 26 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 16. | Warrants (continued) |
The following table reflects the warrants issued and outstanding as of December 31, 2022:
| Number
of Warrants Outstanding | Exercise
Price (CAD$) | Weighted
Life (years) | Expiry Date | |||||||||
| 249,688 | 10.01 | 1.21 | March 16, 2024(1) | |||||||||
| 222,222 | 6.75 | 1.47 | June 18, 2024(1) | |||||||||
| 311,526 | 8.025 | 2.27 | April 9, 2025(1) | |||||||||
| 242,380 | 6.25 | 2.69 | September 9, 2025(1) | |||||||||
| 1,025,816 | 7.81 | 1.94 | ||||||||||
| (1) | Broker warrants. |
| 17. | Stock options and restricted share units |
| (a) | Stock options |
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of stock options for the periods presented below:
| Number
of Stock Options | Weighted
Average (CAD$) | |||||||
| Balance, December 31, 2021 | 2,345,165 | 5.28 | ||||||
| Expired / cancelled | (1,153,331 | ) | 5.46 | |||||
| Balance, December 31, 2022 | 1,191,834 | 5.11 | ||||||
| Expired / cancelled | (499,664 | ) | 5.13 | |||||
| Balance, December 31, 2023 | 692,170 | 5.09 | ||||||
The following table reflects the stock options issued and outstanding as of December 31, 2023:
| Expiry Date | Exercise Price (CAD$) | Weighted
Average Life (years) | Number
of Options Outstanding | Number
of (exercisable) | Number
of Options Unvested | |||||||||||||||
| February 14, 2025 | 2.88 | 1.13 | 258,334 | 258,334 | - | |||||||||||||||
| January 5, 2026 | 3.75 | 2.02 | 183,498 | 183,498 | - | |||||||||||||||
| February 24, 2026 | 13.92 | 2.15 | 50,000 | 50,000 | - | |||||||||||||||
| March 25, 2026 | 7.47 | 2.23 | 116,668 | 116,668 | - | |||||||||||||||
| May 17, 2026 | 7.35 | 2.38 | 55,001 | 55,001 | - | |||||||||||||||
| June 22, 2026 | 4.20 | 2.48 | 28,669 | 28,669 | - | |||||||||||||||
| 5.09 | 1.78 | 692,170 | 692,170 | - | ||||||||||||||||
- 27 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 17. | Stock options and restricted share units (continued) |
The following table reflects the stock options issued and outstanding as of December 31, 2022:
| Expiry Date | Exercise Price (CAD$) | Weighted
Average Contractual Life (years) | Number
of Options Outstanding | Number
of (exercisable) | Number
of Options Unvested | |||||||||||||||
| February 14, 2025 | 2.88 | 2.13 | 408,334 | 408,334 | - | |||||||||||||||
| January 5, 2026 | 3.75 | 3.02 | 258,498 | 258,498 | - | |||||||||||||||
| February 24, 2026 | 13.92 | 3.16 | 50,000 | 50,000 | - | |||||||||||||||
| March 25, 2026 | 7.47 | 3.23 | 233,334 | 233,334 | - | |||||||||||||||
| May 17, 2026 | 7.35 | 3.38 | 155,000 | 155,000 | - | |||||||||||||||
| June 22, 2026 | 4.20 | 3.48 | 86,668 | 86,668 | - | |||||||||||||||
| 5.11 | 2.84 | 1,191,834 | 1,191,834 | - | ||||||||||||||||
| (b) | Restricted share units |
The Company has an RSU plan whereby the there is a fixed cap of shares that can be granted under the plan. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of RSUs for the periods ended December 31, 2023 and 2022:
| Number of RSUs | ||||
| Balance, December 31, 2021 | - | |||
| Granted (i) | 1,449,250 | |||
| Cancelled | (10,000 | ) | ||
| Balance, December 31, 2022 | 1,439,250 | |||
| Granted | 77,232 | |||
| Converted | (479,582 | ) | ||
| Balance, December 31, 2023 | 1,036,900 | |||
During the year ended December 31, 2022, the Company granted 1,449,250 RSUs to officers, directors, employees and advisors. These RSUs vest third on each of the first, second and third anniversaries of the date of grant. The grant date fair value of the RSUs was $5,725,262.
During the year ended December 31, 2023, the Company granted 77,232 RSUs to advisors. These RSUs vest one year from the date of grant. The grant date fair value of the RSUs was $120,386.
For the year ended December 31, 2023, the Company recorded share based compensation for these RSU’s of $1,620,777, (year ended December 31, 2022 - $3,296,238).
- 28 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 18. | Income (loss) per share |
| Year
Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Net income (loss) for the year | $ | (21,885,410 | ) | $ | 4,329,342 | |||
| Net income (loss) per share - basic and diluted | $ | (0.77 | ) | $ | 0.16 | |||
| Weighted average number of shares outstanding - basic and diluted | 28,573,101 | 27,227,284 | ||||||
| (i) | Diluted income per share does not include the effect of warrants and stock options as they are anti-dilutive. |
| 19. | Related party transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
| Year Ended December 31, | 2023 | 2022 | ||||||
| Professional fees (1) | $ | 187,913 | $ | 307,534 | ||||
| Salaries (1) | 840,650 | 833,717 | ||||||
| Share based compensation(2) | 1,429,568 | 3,092,012 | ||||||
| $ | 2,458,131 | $ | 4,233,263 | |||||
| (1) | Represents the professional fees and salaries paid to officers and directors. |
| (2) | Represents the share based compensation for officers and directors. |
- 29 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 20. | Additional information on the nature of comprehensive income (loss) components |
| Year Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Expenses for employee benefits | ||||||||
| Operating and maintenance costs | $ | 737,354 | $ | 444,400 | ||||
| Professional fees | 187,913 | 307,534 | ||||||
| Salaries | 840,650 | 833,717 | ||||||
| Share based compensation | 1,620,777 | 3,296,238 | ||||||
| $ | 3,386,694 | $ | 4,881,889 | |||||
| Net financial expenses | ||||||||
| Interest on loans | $ | 228,374 | $ | 238,204 | ||||
| Interest from promissory note receivable | (66,000 | ) | - | |||||
| Interest on lease liabilities | 92,860 | 58,014 | ||||||
| Accretion on PPA liability | (213,100 | ) | - | |||||
| $ | 42,134 | $ | 296,218 | |||||
| 21. | Cash flow supplemental information |
| 2023 | 2022 | |||||||
| Year Ended December 31, | Restated
- note 2(w) | Restated
- note 2(w) | ||||||
| Digital currencies items | ||||||||
| Digital currencies mined | $ | (18,128,241 | ) | $ | (24,190,060 | ) | ||
| Bitcoin received from colocation services | (185,819 | ) | - | |||||
| Bitcoin received for electricity sales | (538,197 | ) | - | |||||
| Miner lease and hosting | 614,813 | 9,768,179 | ||||||
| Loss on digital currency option calls | - | 1,950,000 | ||||||
| Services paid in digital currencies | 433,492 | 739,024 | ||||||
| Loss (gain) on sale of digital currencies | (945,536 | ) | 11,574,330 | |||||
| Interest paid in digital currencies | - | 216,329 | ||||||
| Digital currencies for loan repayment | 883,622 | - | ||||||
| Loss (gain) on revaluation of digital currencies | (10,991 | ) | 3,386,890 | |||||
| $ | (17,876,857 | ) | $ | 3,444,692 | ||||
| Working capital items | ||||||||
| Amounts receivable and prepaid expenses | $ | (1,320,109 | ) | $ | 574,129 | |||
| Accounts payable and accrued liabilities | 1,946,961 | 72,325 | ||||||
| Income tax receivable | 76,062 | (550,000 | ) | |||||
| Deposit payable | 975,184 | (1,277,500 | ) | |||||
| $ | 1,678,098 | $ | (1,181,046 | ) | ||||
- 30 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 22. | Segmented reporting |
The Company has three operating segments being cryptocurrency mining, sales of energy and colocation services located in the United States.
| Year ended December 31, 2023 | Cryptocurrency mining | Sales
of energy | Colocation services | Total | ||||||||||||
| Revenue | $ | 18,128,241 | $ | 6,309,398 | $ | 1,675,269 | $ | 26,112,908 | ||||||||
| Cost of revenue | (14,646,658 | ) | (4,225,676 | ) | (1,345,590 | ) | (20,217,924 | ) | ||||||||
| Depreciation and amortization | (14,595,972 | ) | (327,447 | ) | - | (14,923,419 | ) | |||||||||
| Miner lease and hosting agreement | (638,689 | ) | - | - | (638,689 | ) | ||||||||||
| Gross profit (loss) | (11,753,078 | ) | 1,756,275 | 329,679 | (9,667,124 | ) | ||||||||||
| Net profit (loss) | (24,097,391 | ) | 1,882,302 | 329,679 | (21,885,410 | ) | ||||||||||
| Year ended December 31, 2022 | Cryptocurrency mining | Sales
of energy | Colocation services | Total | ||||||||||||
| Revenue | $ | 24,190,060 | $ | - | $ | - | $ | 24,190,060 | ||||||||
| Cost of revenue | (17,760,786 | ) | - | - | (17,760,786 | ) | ||||||||||
| Depreciation and amortization | (10,709,108 | ) | - | - | (10,709,108 | ) | ||||||||||
| Miner lease and hosting agreement | (2,517,503 | ) | - | - | (2,517,503 | ) | ||||||||||
| Gross profit | (6,797,337 | ) | - | - | (6,797,337 | ) | ||||||||||
| Net income | 4,329,342 | - | - | 4,329,342 | ||||||||||||
The operations of the Company are located in two geographic locations, Canada and the United States. Geographic segmentation is as follows:
| As at December 31, 2023 | Canada | United States | Total | |||||||||
| Current assets | $ | 30,078 | $ | 2,169,673 | $ | 2,199,751 | ||||||
| Non-current assets | - | 39,947,596 | 39,947,596 | |||||||||
| Total assets | $ | 30,078 | $ | 42,117,269 | $ | 42,147,347 | ||||||
| As at December 31, 2022 | Canada | United States | Total | |||||||||
| Current assets | $ | 29,372 | $ | 6,100,481 | $ | 6,129,853 | ||||||
| Non-current assets | - | 46,469,708 | 46,469,708 | |||||||||
| Total assets | $ | 29,372 | $ | 52,570,189 | $ | 52,599,561 | ||||||
| 23. | 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, reserves and loans payable. 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 issuances or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2022.
- 31 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 24. | Financial instruments and risk management |
Fair value
The fair value of the Company’s financial instruments, including cash, amounts receivable and accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. Mortgage payable and deposit payable are due to arm’s length third parties, the fair values of these payables are measured using relevant market input (Level 3). The fair values of mortgage payable and deposit payable was calculated using actualized cash flows using market rates in effect at the balance sheet date. Reasonable changes to key assumptions would not have a significant impact. Promissory note receivable is due from an arm’s length third party, the fair value of this note is measured using relevant market input (Level 3). Digital currencies, amount owing to Northern Data and loan payable are measured at fair value using the quoted price on Gemini Exchange (Level 2). Warrant liabilities are measured at fair value using the Black-Scholes pricing model (Level 2) (see note 14).
Risks
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, amounts receivable and promissory note receivable. The cash is deposited in a bank account held with one major bank in the United States 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. The Company believes no impairment is necessary in respect of amounts receivable, deposits and promissory note receivable as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.
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 cash projections and regularly updates projections for changes in business and fluctuations cause in digital currency prices and exchange rates.
The following table summarizes the expected maturity of the Company’s significant financial liabilities and other liabilities based on the remaining period from the balance sheet date to the contractual maturity date:
| Payments by period | ||||||||||||||||||||||||
| As at December 31, 2023 | Less
than 1 year | 1-3 years | 4-5 years | More
than 5 years | Total | Carrying Value | ||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 4,510,757 | $ | - | $ | - | $ | - | $ | 4,510,757 | $ | 4,510,757 | ||||||||||||
| Deposit payable | - | 1,486,184 | - | - | 1,486,184 | 1,486,184 | ||||||||||||||||||
| Lease liabilities | 151,286 | 316,325 | 54,024 | - | 521,635 | 447,514 | ||||||||||||||||||
| Mortgage payable | 400,500 | - | - | - | 400,500 | 389,064 | ||||||||||||||||||
| Loan payable | 253,630 | 356,710 | - | - | 610,340 | 610,340 | ||||||||||||||||||
| $ | 5,316,173 | $ | 2,159,219 | $ | 54,024 | $ | - | $ | 7,529,416 | $ | 7,443,859 | |||||||||||||
- 32 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 24. | Financial instruments and risk management (continued) |
| Payments by period | ||||||||||||||||||||||||
| As at December 31, 2022 | Less
than 1 year | 1-3 years | 4-5 years | More
than 5 years | Total | Carrying Value | ||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 2,345,175 | $ | - | $ | - | $ | - | $ | 2,345,175 | $ | 2,345,175 | ||||||||||||
| Amount owing to Northern Data | 322,099 | - | - | - | 322,099 | 322,099 | ||||||||||||||||||
| Deposit payable | - | 511,000 | - | - | 511,000 | 511,000 | ||||||||||||||||||
| Lease liabilities | 146,880 | 307,111 | 214,524 | - | 668,515 | 547,471 | ||||||||||||||||||
| Mortgage payable | 534,000 | 400,500 | - | - | 934,500 | 877,127 | ||||||||||||||||||
| $ | 3,348,154 | $ | 1,218,611 | $ | 214,524 | $ | - | $ | 4,781,289 | $ | 4,602,872 | |||||||||||||
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 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. The fluctuation of the Canadian dollar 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. As at December 31, 2023 and 2022, the foreign currency risk was considered minimal.
Digital currency risk
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 digital currencies; in addition, the Company may not be able liquidate its holdings of digital currencies at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The Company has not hedged the conversion of any of its sales of digital currencies.
Digital currencies have a limited history and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company’s digital currencies currently consist of Bitcoin and Ethereum.
At December 31, 2023, had the market price of the Company’s holdings of Bitcoin and Ethereum increased or decreased by 10% with all other variables held constant, the corresponding asset value increase or decrease respectively would amount to $82,288 (December 31, 2022 - $280,066).
- 33 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 25. | Income taxes |
| (a) | Provision for income taxes |
| Year
Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Income (loss) before income taxes | $ | (21,885,410 | ) | $ | 2,791,875 | |||
| Combined statutory income tax rate | 26.14 | % | 26.14 | % | ||||
| Income tax benefit at the statutory tax rate | (5,719,752 | ) | 729,657 | |||||
| Non-deductible expenses | 8,384 | 15,626 | ||||||
| Revaluation of warrant liabilities | 1,181,962 | (8,365,980 | ) | |||||
| Foreign exchange gain | 360,003 | (593,325 | ) | |||||
| Share based compensation | 421,396 | - | ||||||
| Impairment of goodwill | - | 329,506 | ||||||
| Other | - | 59,931 | ||||||
| Change in unrecognized deferred tax asset | 3,748,007 | 6,287,118 | ||||||
| Deferred Income tax (recovery) provision | $ | - | $ | (1,537,467 | ) | |||
| Composition of deferred income taxes in the income statement | ||||||||
| Inception and reversal of temporary differences | $ | (3,748,007 | ) | $ | (7,824,585 | ) | ||
| Change in unrecognized deferred tax asset | 3,748,007 | 6,287,118 | ||||||
| Deferred Income tax (recovery) provision | $ | - | $ | (1,537,467 | ) | |||
| Total income tax expense (recovery) for the year | $ | - | $ | (1,537,467 | ) | |||
| (b) | Deferred income tax |
Movement of deferred income tax in 2023
| Other | ||||||||||||||||||||
| January 1, | Comprehensive | December 31, | ||||||||||||||||||
| 2023 | Profit or loss | Income | Equity | 2023 | ||||||||||||||||
| Property, plant and equipment | $ | (5,030,883 | ) | $ | 5,030,883 | $ | - | $ | - | $ | - | |||||||||
| Right of use assets | (663,423 | ) | 45,039 | - | - | (618,384 | ) | |||||||||||||
| Digital currencies | 1,186,090 | (1,186,090 | ) | - | - | - | ||||||||||||||
| Lease liabilities | 143,082 | (143,082 | ) | - | - | - | ||||||||||||||
| Non-capital losses | 4,365,134 | (3,746,750 | ) | - | - | 618,384 | ||||||||||||||
| Non-capital losses - Canada | 593,325 | (185,959 | ) | - | - | 407,366 | ||||||||||||||
| Unrealized foreign exchange gain - Canada | (593,325 | ) | 185,959 | - | - | (407,366 | ) | |||||||||||||
| Total | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
- 34 -
Digihost Technology Inc.
Notes
to Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in United States Dollars)
| 25. | Income taxes (continued) |
Movement of deferred income tax in 2022
| January
1, 2022 | Profit or loss | Other Comprehensive Income | Equity | December
31, 2022 | ||||||||||||||||
| Property, plant and equipment | $ | (1,781,767 | ) | $ | (3,249,116 | ) | $ | - | $ | - | $ | (5,030,883 | ) | |||||||
| Right of use assets | (543,242 | ) | (120,181 | ) | - | - | (663,423 | ) | ||||||||||||
| Digital currencies | (1,047,759 | ) | 1,186,091 | 1,047,758 | - | 1,186,090 | ||||||||||||||
| Lease liabilities | - | 143,082 | - | - | 143,082 | |||||||||||||||
| Stock based compensation | 709,474 | (638,992 | ) | - | (70,482 | ) | - | |||||||||||||
| Non-capital losses | 148,551 | 4,216,583 | - | - | 4,365,134 | |||||||||||||||
| Non-capital losses - Canada | - | 593,325 | - | - | 593,325 | |||||||||||||||
| Unrealized foreign exchange gain - Canada | - | (593,325 | ) | - | - | (593,325 | ) | |||||||||||||
| Total | $ | (2,514,743 | ) | $ | 1,537,467 | $ | 1,047,758 | $ | (70,482 | ) | $ | - | ||||||||
As at December 31, 2023 and 2022, deductible timing differences available for which the Company has not recognized deferred tax asset are as follows:
| As
at December 31, 2023 | As
at December 31, 2022 | |||||||
| Property, plant and equipment | $ | 4,699,113 | $ | - | ||||
| Capital losses | 11,951,649 | - | ||||||
| Digital currencies | 22,267 | - | ||||||
| Share issue costs (Canada) | 2,847,119 | 6,042,213 | ||||||
| Stock based compensation | 2,374,501 | 4,307,117 | ||||||
| Lease liability | 447,514 | - | ||||||
| Other | 315,521 | - | ||||||
| Non-capital losses - USA | 15,193,118 | 21,425,219 | ||||||
| Non-capital losses - Canada | 4,084,437 | 1,929,162 | ||||||
| $ | 41,935,239 | $ | 33,703,711 | |||||
The ability to realize the tax benefits is dependent upon a number of factors, including the future profitability of operations. Deferred tax assets are recognized only to the extent that it is probable that sufficient taxable profits will be available to allow the asset to be recovered.
The Canadian non-capital losses for which no deferred tax asset was recognized expire in 2041 and 2043. The non-capital losses available in the United States have no expiry date. The capital losses available in the United States have expiry date of 5 year.
| 26. | Subsequent events |
(i) On March 5, 2024, the Company announced that it signed a multi-year hosting agreement with a manufacturer of digital currency mining servers. Under the agreement, Digihost will receive an upfront deposit of approximately $1.8 million along with 4,640 S19 XPs (21.5W/TH), which equates to approximately 14MW of hosting.
(ii) Subsequent to December 31, 2023, 2,122,347 warrants with a weighted average exercise price of CAD$9.49 expired unexercised.
- 35 -
Exhibit 99.3
NOTICE TO READER: The following Management’s Discussion and Analysis for Digihost Technology Inc. has been restated as described below in Section 1 - Introduction. Management considers these restatements to constitute a material weakness that requires remediation, and Management is in the process of implementing remediation measures to address the material weakness. Further details are presented in the Internal Controls over Financial Reporting section of this Restated MD&A.
DIGIHOST TECHNOLOGY INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2023
Restated
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Introduction
The following restated management’s discussion & analysis (this “MD&A”) of the financial condition and results of the operations of Digihost Technology Inc. (the “Company” or “Digihost”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three and twelve-month periods ended December 31, 2023. This Restated MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This Restated MD&A should be read in conjunction with the Company’s restated audited consolidated financial statements of the Company for the years ended December 31, 2023 and 2022, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s audited restated financial statements and the financial information contained in this restated MD&A, unless otherwise indicated, are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee.
The effective date of this Restated MD&A is March 5, 2025.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considered the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Company’s subordinate voting shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluated materiality with reference to all relevant circumstances, including potential market sensitivity.
Information about the Company and its operations can be obtained from the offices of the Company and is available for review under the Company’s profile on the System for Electronic Documents Analysis and Retrieval + (“SEDAR +”) website (www.sedarplus.ca) and EDGAR at www.sec.gov/edgar.
In this Restated MD&A, certain previously reported financial information as at and for the years ended December 31, 2023 and 2022 has been restated to reflect changes in the Restated Financial Statements. For further information about the restatement, refer to Restatement section of this MD&A and Note 2w to the Restated Financial Statements.
This Restated MD&A has been updated for the following:
| ● | Discussion around the movement of cash flows for the years ended December 31, 2023 and 2022; |
| ● | Restatement section; |
| ● | Internal Controls over Financial Reporting section. |
Except for the restatement, the Company has not modified or updated the disclosures presented in the original MD&A to reflect events that occurred at a later date or facts that subsequently became known to the Company. Accordingly, forward-looking statements may represent the Company’s views as of the date of the MD&A and should not be assumed to be accurate as of any date thereafter. Disclosures not affected by the restatement are unchanged and reflect the disclosures made at the time of the original filing. Accordingly, the MD&A should be read in conjunction with the Company’s filings on SEDAR+ and EDGAR subsequent to the date on which the Company originally filed on SEDAR+ and EDGAR.
The Company’s Restated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (“IASB”). The Company’s Restated Financial Statements and this MD&A are reported in thousands of US dollars and US dollars, respectively, except where otherwise noted. The Company’s management team (“Management”) is responsible for the preparation and integrity of the Restated Financial Statements including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the Restated Financial Statements and MD&A, is complete and reliable.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Description of Business
Digihost, through its US operating subsidiaries, operates primarily as a blockchain technology company currently focused on Bitcoin mining. Digihost’s growth-oriented strategy is to pursue opportunities to increase mining hashrate and reduce energy costs for Company-owned and third party-hosted miners. The Company’s operations are focused on validation through mining, hosting solutions and blockchain software solutions. Digihost operates its wholly owned facilities in upstate New York and Alabama.
The current output from Digihost’s company-owned miners is approximately 1EH. The Company also rents land and sells energy to third parties. Digihost’s 60MW power plant that was acquired during Q1 2023 became fully operational by the end of the year. The power plant infrastructure includes both Company-owned miners as well as third-party hosting.
In addition to output capacity used directly by Digihost, hosting arrangements will provide third parties with approximately 2 EH/s of operating capacity. Furthermore, in 2022 Digihost acquired 25 acres of land in North Carolina to accommodate a 200MW power infrastructure project to be developed on a joint venture basis. Phase 1 of this project is in development for 2025 and will provide the Company with further electrical power of approximately 75 MW.
Digihost remains focused on procuring power from renewable energy sources and those that create zero carbon emissions.
The head office of the Company is located at 2830 Produce Row, Houston, TX 77023.
Mining operation and network overview
Revenue from the Company’s Bitcoin mining operation is recognized based upon the average Bitcoin price in effect on the day the Bitcoins are mined. Bitcoins are received within in a 24-hour period from the actual time they are mined. The Bitcoin price is volatile and can change markedly from day to day. This volatility in price can result in material changes in revenue recorded from period to period.
Network mining difficulty is one of the most significant competitive conditions the Company faces in its Bitcoin mining operation. Network difficulty is a unitless measure of how difficult it is to find a hash below a given target. Network difficulty is impacted directly by the price of Bitcoin. As the price of Bitcoin increases network mining difficulty may increase if more competitors begin to mine Bitcoin, which would result in a decrease in the number of Bitcoins mined by the Company based upon its existing computing power. As network difficulty rises the costs to the Company to mine Bitcoin also rises.
The Bitcoin network protocol automatically adjusts network difficulty by changing the target every 2,016 blocks hashed based on the time it took for the total computing power used in Bitcoin mining to solve the previous 2,016 blocks such that the average time to solve each block is maintained as close to ten minutes as possible. Price and network difficulty are positively correlated such that as the price of Bitcoin rises, there is an added incentive for miners to enter the market, and such increase in miners typically has a proportional increase in network difficulty.
With respect to the conversion of the Company’s Bitcoin to cash, the Company relies on a third-party service provider to broker sales of its mined Bitcoin. In 2022, the Company began to monetize a portion of Bitcoin mined to fund the Company’s operating costs and SG&A expenses, thereby mitigating the need to access equity markets to fund those costs and expenses. This strategy has continued during the entirety of 2023 and to the date of this MD&A.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
A “mining pool” is a service operated by a mining pool operator that pools the resources of individual miners to share their processing power over a network. Mining pools emerged in response to the growing difficulty and network hash rate competing for Bitcoin rewards on the Bitcoin blockchain as a way of lowering costs and reducing the risk of an individual miner’s mining activities. The mining pool operator provides a service that coordinates the computing power of the independent mining enterprises participating in the mining pool. Mining pools are subject to various risks such as disruption and down time. In the event that a pool we utilize experiences down time or is not yielding returns, our results may be impacted.
The Company uses a mining pool that pays Bitcoin rewards utilizing a “Full-Pay-Per-Share” payout of Bitcoin based on a contractual formula, which calculates payout primarily based on the hash rate provided by us to the mining pool as a percentage of total network hash rate, along with other inputs. We are entitled to consideration even if a block is not successfully placed by the mining pool operator. The Company transitioned completely to this type of mining pool in 2022 and utilized it for the year ended December 31, 2023.
Mining Operations
Bitcoin
As of December 31, 2023, the Company held a total of approximately 19 Bitcoins with an inventory value of $822,884 based on the Bitcoin price as of that date per the Gemini exchange. For the twelve-month period ended December 31, 2023, Digihost mined a total of approximately 640 Bitcoins compared to a total of approximately 832 Bitcoins for the twelve-month period ended December 31, 2022, representing a decrease of 23%.
Bitcoins mined decreased as compared to 2022 due to the expansion of miners that the Company put online during that year, while during 2023 the Company entered into various hosting and colocation agreements to diversify its operations which decreased the amount of coins mined.
For the three-month period ended December 31, 2023, Digihost self-mined a total of approximately 148 Bitcoins compared to a total of approximately 190 Bitcoins for the three-month period ended December 31, 2022, a decrease of 23%.
Ethereum
As of December 31, 2023, the Company held a total of nil Ethereum as inventory was converted to cash during Q1 2023. As of December 31, 2022, the Company held a total of 801 ETH with a value of $958,480 based upon the ETH price on December 31, 2022.
Updates and Expansion
On February 7, 2023, the Company announced that it had completed the acquisition of a 60 MW power plant in North Tonawanda, NY. Further to the Company’s initial news release on March 24, 2021, the terms of the acquisition were amended to reflect an all-cash purchase price. No shares of the Company were issued in connection with the acquisition.
The acquisition represents a significant milestone in the Company’s ongoing infrastructure expansion strategy. As a result of the acquisition, the Company’s consolidated operating capacity across its three sites represents approximately 90MW of available power, representing approximately 2 EH/s of computing power. The generator capacity will continue flexible operation to ensure that 24/7 dispatchable supply is made available to area residents, businesses and industry to mitigate impacts of power interruptions in concert with directives of the New York Independent System Operator (NYISO).
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
A Mining Operations Agreement was entered into on February 16, 2023 by and between the Company and Northern Data NY, LLC (“ND”). Under the terms of the agreement, Digihost agreed to provide the requisite power and ancillary operational functions in order for the digital currency mining equipment on its property to run efficiently outside of its facilities. The agreement was not renewed by the December 31, 2023 renewal date and will expire in April 2024.
A Colocation Services Agreement was entered into on April 20, 2023, by and between the Company and Bit Digital USA, Inc. (“Bit”). Under the terms of the agreement, Digihost will provide hosting services in return for reimbursement of power consumption per the contractual terms.
A Colocation Services Agreement was entered into on September 21, 2023 by and between the Company and Corner Energy LTD (“Corner”). Under the terms of the agreement, Digihost will provide hosting services in return for reimbursement of power consumption per the contractual terms.
On March 5, 2024, the Company announced that it signed a multi-year hosting agreement with one of the world’s leading manufacturers of digital currency mining servers. Under the agreement, Digihost will received an upfront deposit along with 4,640 S19 XPs (21.5W/TH), which equates to approximately 14MW of hosting. The Company plans to deploy these next generation, highly energy efficient and high-performance miners prior to the next Bitcoin halving. The deployment will result in an expected hash rate increase of approximately 700 PH/s, bringing Digihost’s total hash rate to 2.4 EH/s.
Green Initiative
Currently, 93% of the electricity consumed by Digihost’s grid-based power consumption across two sites in New York State is received from zero carbon generation. Further, more than 50% of the energy consumed is generated from renewable sources. As Digihost brings online its own Natural Gas fired power generation facility, the Company will focus on sourcing Renewable Natural Gas (“RNG”) for at least 50% of the Natural Gas consumed at this site. New York State has a growing RNG ecosystem which is typically produced from anaerobic digesters at local dairy farms or from landfills.
Current Carbon-Neutrality Efforts & Initiatives include:
| ● | 100% Carbon Neutral: Digihost plans for 100% of its operations to achieve carbon neutrality with a net-zero footprint by the end of 2025, and 100% renewable by 2030. |
| ● | Community Solar: Digihost is the anchor subscriber to a 5-megawatt community solar project located in Angola, NY. This site is situated 30 miles from Digihost’s East Delevan facility and will produce enough renewable electricity to power more than 2,500 homes annually. Our participation aids in the development of future renewable assets, adds clean energy onto our electricity grid, and lowers our cost of electricity. |
| ● | Digigreen Initiative: A Digihost initiative focused on immediate steps to create sustainable, environmentally, and economically sound in-house practices, distinguishing the Company as an industry leader in lowering/eliminating its carbon footprint while maintaining profitability. |
| ● | Crypto Climate Accord: Digihost has joined a private sector-led initiative for the entire crypto community focused on decarbonizing the cryptocurrency industry in record time. |
| ● | Proof of Green: Digihost has begun initial research into developing proprietary standards for measuring the Company’s carbon impact. Using these standards as an environmental audit tool for the various operations, we anticipate being able to generate accountability reports and to advise Directors and Shareholders on efforts to minimize the Company’s carbon footprint. |
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
At-the-Market Offering
On March 4, 2022, the Company entered into an offering agreement with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). From the commencement of the ATM Program through December 31, 2023, the Company issued 556,954 subordinate voting shares in exchange for gross proceeds of $1,088,372, at an average share price of $1.95, and received net proceeds of $1,048,285 after paying commissions of $32,651 to the Agent and incurring $7,436 of other transaction fees.
During the quarter ended December 31, 2023, the Company issued 170,491 subordinate voting shares in exchange for gross proceeds of $387,056, at an average share price of $2.27, and received net proceeds of $374,430 after paying commissions of $11,612 to the Agent and incurring $1,014 of other transaction fees.
The ATM Program ceased to be available to the Company in March 2024.
NCIB
During May 2022, Digihost announced that it had received approval to undertake, at the Company’s discretion, a normal course issuer bid program (“NCIB”) in Canada to purchase up to 1,219,762 of its subordinate voting shares for cancellation. The NCIB was commenced due to the fact that, from time to time, the Company may consider that the market price of its subordinate voting shares do not accurately reflect the underlying value of the Company’s business. The NCIB expired on May 25, 2023. Pursuant to the NCIB, the Company repurchased 165,200 subordinate voting shares for a total repurchase price of $255,525.
Custodial services for digital currencies
The Company has a digital custody account with Gemini Trust Company, LLC (Gemini). Gemini is a digital currency exchange and custodian that allows customers to buy, sell, and store its digital assets. Gemini holds 100% of the Company’s cryptocurrency assets in hot storage. Gemini is not a related party of the Company. The Company is not aware of anything with regards to Gemini’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
The Company has chosen to hold its full inventory of Company’s cryptocurrency assets with Gemini due to its track record in the industry. Gemini is a New York trust company regulated by the New York State Department of Financial Services and is the foreign equivalent of a Canadian financial institution (as that term is defined in National Instrument 45-106 – Prospectus Exemption). Gemini is a qualified custodian under New York Banking Law and is licensed by the State of New York to custody digital assets. Gemini has not appointed a sub-custodian to hold any of the Company’s cryptocurrencies. Gemini has US$100M split between US$25M of commercial crime insurance for digital assets held in online hot wallet and US$75M for offline, cold storage insurance coverage. Although the Company has historically utilized both cold and hot storage for its digital crypto assets with Gemini, the Company currently holds all its cryptocurrencies custodied with Gemini in hot storage.
The Company has conducted due diligence on Gemini and has not identified any material concerns. It routinely reviews and verifies its asset balances on public blockchain explorers. Management of the Company is not aware of any security breaches or other similar incidents involving Gemini that resulted in lost or stolen cryptocurrency assets. In the event of an insolvency or bankruptcy of Gemini, the Company would write off as losses any unrecoverable cryptocurrency assets.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
In order to monitor Gemini, the Company relies on system and organization controls provided by a SOC 2 Type II report, which was undertaken by Deloitte & Touche LLP, an independent audit firm. A SOC 2 Type II certification and report are viewed as instrumental in providing verification to third parties that appropriate controls have been put in place to safeguard the Company’s cryptocurrency assets, specifically as it relates to having strict security and data protection processes and protocols.
In general, a SOC 2 Type II certification is issued by an outside auditor that evaluates the extent to which a vendor complies with five trust principles based on the systems and processes in place. These five principles include the following:
| ● | “Security”, which addresses the safeguarding of system resources and assets against unauthorized access; |
| ● | “Availability”, which addresses the accessibility of the system as stipulated by the applicable service agreement between vendor and customer; |
| ● | “Processing Integrity”, which addresses whether or not a system achieves its purpose; |
| ● | “Confidentiality”, which addresses whether access and disclosure of data is restricted to a specified set of persons or organizations; and |
| ● | “Privacy”, which addresses the system’s collection, use, retention, disclosure and disposal of personal information in conformity with an organization’s privacy notice. |
The Company has elected to use Gemini as its sole custodian as Gemini compiles documented controls that can be provided to the Company, such as the SOC 2 Type II certification. The Company reviews the SOC 2 Type II report to ensure it maintains a secure technology infrastructure and the security systems designed to safeguard cryptocurrency assets are operating effectively. To date, the Company has not identified any material concerns based on its review of the SOC 2 Type II report.
Gemini maintains insurance coverage for the cryptocurrency held on behalf of the Company in its online hot wallet. The Company is in the process of looking to insure the remainder of its mined digital currency. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally not available, or is uneconomical for the Company to obtain, which leads to the risk of inadequate insurance cover.
On occasion, to mitigate third-party risk, the Company will hold a portion of its digital currencies in cold storage solutions that are not connected to the internet. The Company’s digital assets that are held in cold storage are stored in safety deposit boxes at a bank branch. The wallets in which the Company stores its cryptocurrency assets are not multi-signature wallets; however, the Company secures the 24-word seed phrase, which facilitates recovery of the wallets should the wallets become lost, stolen or damaged, by partitioning the seed phrase in multiple parts, and securing each part in a separate location. Each part of the seed phrase is stored in either a safe or safety deposit box, The Company replicates this security protocol by taking the same 24-word seed phrase, partitioning this into several parts and storing each part in a secure location in a separate safe or safety deposit box than was used for the first copy of the seed-phrase. This duplication ensures that the digital currencies held via cold storage solutions will be recoverable by the Company, should the Company’s cold-wallets become lost, stolen or damaged. During the year-ended December 31, 2023 and as of the date of this MD&A, all of the Company’s cryptocurrency assets are currently held in its Gemini wallets.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
ADJUSTED EBITDA – NON-GAAP MEASURE
“Adjusted EBITDA” is a metric used by management which is income (loss) from operations, as reported, before interest, tax, and adjusted for removing other non-cash items, including, depreciation, and further adjusted to remove acquisition related costs, share based compensation costs, and unusual expenses. Management believes “Adjusted EBITDA” is a useful financial metric to assess its operating performance on a cash basis before the impact of non-cash items and acquisition related activities.
| Twelve months ended | ||||||||
| 2023 | 2022 | |||||||
| $ | $ | |||||||
| Income (loss) before other items | (21,729,107 | ) | 4,329,342 | |||||
| Taxes and Interest | 42,134 | (1,299,263 | ) | |||||
| Depreciation | 14,923,419 | 10,709,108 | ||||||
| Revaluation of warrant liabilities | 4,522,523 | (32,010,637 | ) | |||||
| FV Changes | 999,020 | 11,115,067 | ||||||
| Gain on sale of equipment | - | (1,140,658 | ) | |||||
| Impairment of goodwill and PPE | 1,363,941 | 2,816,783 | ||||||
| Transaction costs | - | 695,170 | ||||||
| Share based compensation | 1,620,777 | 3,296,238 | ||||||
| Adjusted EBITDA | 1,586,404 | (1,488,850 | ) | |||||
Selected Financial Information
| Period ended December 31, 2023 ($) | Year ended December 31, 2022 ($) | Year ended December 31, 2021 ($) | ||||||||||
| Revenue | 26,112,908 | 24,190,060 | 24,952,344 | |||||||||
| Net income (loss) | (21,885,410 | ) | 4,329,342 | (3,132,693 | ) | |||||||
| Net income (loss) per share – basic and diluted | (0.77 | ) | 0.16 | (0.14 | ) | |||||||
| Period ended December 31, 2023 ($) | Year ended December 31, 2022 ($) | As at December 31, 2021 ($) | ||||||||||
| Total assets | 42,147,347 | 52,599,561 | 80,026,875 | |||||||||
| Total long-term liabilities | 7,636,506 | 2,169,276 | 36,246,608 | |||||||||
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
| Net Income or (Loss) | ||||||||||||||||
| Three Months Ended | Revenues ($) | Total
($) | Per Share
- Basic ($) | Per Share
- Diluted ($) | ||||||||||||
| 2023-December 31 | 7,393,047 | (9,685,061 | ) | (0.34 | ) | (0.34 | ) | |||||||||
| 2023-September 30 | 6,991,701 | 136,060 | 0.00 | 0.00 | ||||||||||||
| 2023-June 30 | 6,943,467 | (3,308,936 | ) | (0.12 | ) | (0.12 | ) | |||||||||
| 2023-March 31 | 4,784,694 | (9,027,473 | ) | (0.32 | ) | (0.32 | ) | |||||||||
| 2022-December 31 | 5,682,019 | (9,741,906 | ) | (0.36 | ) | (0.36 | ) | |||||||||
| 2022-September 30 | 3,735,014 | (1,676,808 | ) | (0.06 | ) | (0.06 | ) | |||||||||
| 2022-June 30 | 7,460,595 | 3,577,254 | 0.13 | 0.13 | ||||||||||||
| 2022-March 31 | 7,312,342 | 12,170,802 | 0.45 | 0.45 | ||||||||||||
The Company is generally not subject to seasonality. Factors that may impact revenues and profitability include Bitcoin price, network difficulty, the price of power, foreign currency fluctuations and the Company’s hashrate.
Results of Operations
For the three months ended December 31, 2023, compared to the three months ended December 31, 2022:
For the three months ended December 31, 2023, the Company’s net loss was $9,685,061 compared to a net loss of $9,741,906 for the three months ended December 31, 2022. Highlights of the quarter include:
Revenue
Revenue from Bitcoin mining was $4,889,184 for the three months ended December 31, 2023, compared to $5,682,019 for the period ended December 31, 2022.
For the three-month period ended December 31, 2023, the Company self-mined a total of approximately 136 Bitcoins at an average Bitcoin price of US$35,950 (from Gemini) compared to the three-month period ended December 31, 2022, in which the Company mined approximately 190 Bitcoins at an average price of Bitcoin of US$29,905.
Despite the rise in the average price of Bitcoin in comparison to the prior year, the most significant factor impacting the decrease in the Company’s mining revenue in Q4 of 2023 versus Q4 of 22 was the diversification of Company’s revenue streams in 2023 in by entering into the Colocation and Sale of Electricity agreements mentioned above in this MD&A. By entering into these contracts, the Company was able to utilize its existing infrastructure and power supply and receive consistent payment for consumption.
From these agreements, the Company recognized revenue from colocation service agreements of $1,069,982 for the quarter ended December 31, 2023 (2022: $nil) and $952,745 from the sale of electricity (2022: $nil). The two colocation service agreements were in place from April 2023 and September 2023, respectively, while the mining operations agreement was executed in February 2023.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
The Company also recognized revenue from the sale of energy of $794,522 for the quarter, compared to $nil in 2022, as the Company acquired a 60MW power plant during Q1 2023. Revenue from this acquisition of a business is recognized each month through the operations of the plant through its available capacity that can be sold, and actual generation of power sold.
Cost of Sales
The Company’s cost of sales was $14,741,886 for the three-month period ended December 31, 2023, compared to $12,160,023 for the three-month period ended December 31, 2022.
Depreciation and amortization expense increased by $1,359,063 over the prior year approximately $14.3m of assets related to the Company’s acquisition of the power plant were put into use during the first half of 2023. The Company also placed into service additional infrastructure buildout and mining equipment during the year which impacted the quarters expense.
General, Administrative & Other Expenses
The Company’s general and administrative expenses were $3,110,751 for the three-month period ended December 31, 2023, compared to $6,292,224 in the same period of 2022.
The primary drivers in the current period versus the quarter ended December 31, 2022, were due to:
| ● | Loss on sale of digital currencies in the prior year of $1,950,000 which was incurred when the Company sold digital currency to fund operations and repay the Company’s BTC backed loan (2023: $nil). |
| ● | Impairment losses recognized on Goodwill of $1.26 million and on the Company’s data miners of $1.56 million in the prior year (2023: $1.36 million). |
| ● | Change in fair value of amount owing for Miner Lease Agreement in the prior period of $1,153,434 (2023: $nil). |
| ● | Gain on revaluation of digital currencies in the prior period of $1,803,658 (2023: loss of $11,905). |
| ● | FX loss of $1,275,543 in the current period versus $799,148 in the prior period. |
Other income/expense items of note in the current year include the revaluation of the warrant liabilities which resulted in a loss of $2.77 million (2022: gain of $1.78 million).
For the year ended December 31, 2023, compared to the year ended December 31, 2022:
For the year ended December 31, 2023, the Company’s net loss was $21,729,107 compared to net income of $4,329,342 for the year ended December 31, 2022.
Highlights of the period include:
Revenue
Revenue from Bitcoin mining was $18,128,241 for the year ended December 31, 2023, compared to $24,190,060 for the year ended December 31, 2022.
During the year ended December 31, 2023, the Company mined 640 Bitcoins at an average Bitcoin price of US$28,861 (from Gemini) compared to the year ended December 31, 2022, in which the Company mined 832 Bitcoins at an average price of Bitcoin of US$28,198. With the average price of Bitcoin remaining consistent on a year over year basis and Bitcoin network difficulty increasing, the most significant factor impacting the decrease in the Company’s mining revenue in 2023 versus the prior year was the diversification of Company’s revenue streams in 2023 in by entering into the Colocation and Sale of Electricity agreements mentioned above in this MD&A. By entering into these contracts, the Company was able to utilize its existing infrastructure and power supply and receive consistent payment for consumption.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
From these agreements, the Company recognized revenue from colocation service agreements of $1,675,269 for the year ended December 31, 2023 (2022: $nil) and $3,037,393 from the sale of electricity (2022: $nil). The two colocation service agreements were in place from April 2023 and September 2023, respectively, while the mining operations agreement was executed in February 2023.
The Company also recognized revenue from the sale of energy of $3,272,005 for the period, compared to $nil in 2022, as the Company acquired a 60MW power plant during Q1 2023. Revenue from this acquisition of a business is recognized each month through the operations of the plant through its available capacity that can be sold, and actual generation of power sold.
Cost of Sales
The Company’s cost of sales was $35,780,032 for the year ended December 31, 2023, compared to $30,987,397 for the year ended December 31, 2022.
Cost of revenue increased by $2,457,138 as compared to the prior year due primarily to the costs associated with the power plant of $4,225,676 (2022: $nil) which included fuel, gas, carbon emission, contract labor, and general repair and maintenance costs.
Depreciation and amortization expense increased by $4,214,311 year over year as approximately $14.3m of assets related to the Company’s acquisition of the power plant were put into use during the first half of 2023. The Company also placed into service additional infrastructure buildout and mining equipment during the year.
Miner and lease hosting agreement expense decreased by $1,878,814 as the Company’s prior agreements expired during Q1 2023.
General, Administrative & Other Expenses
The Company’s general and administrative expenses were $7,653,629 for the year ended December 31, 2023, compared to 21,430,037 for the year ended December 31, 2022.
The primary variances from the year ended December 31, 2022, were due to:
| ● | Loss on sale of digital currencies in the prior year of $11,574,330 which was incurred when the Company sold digital currency to fund operations and repay the Company’s BTC backed loan (2023: gain of $945,536). |
| ● | Impairment losses recognized on Goodwill of $1.26 million and on the Company’s data miners of $1.56 million in the prior year (2023: $1.36 million). |
| ● | Gain on sale of equipment in the prior year of $1,140,658 (2023: $nil). |
| ● | Loss on revaluation of digital currencies in the prior period of $3,256,530 (2023: gain of $10,992). |
Other income/expense items of note in the current year include the revaluation of the warrant liabilities which resulted in a loss of $4.52 million (2022: gain of $32.01 million).
Cash flows
Operating Activities
Cash used by operating activities for the year ended December 31, 2023, was $13,572,958 as compared to cash used of $15,495,179 for the year ended December 31, 2022. The difference is primarily attributed to the increase in depreciation and amortization expense on a comparative basis ($14,923,419 versus $10,657,144), digital currency items (-$17,876,857 versus $3,444,692), change in warrant liability ($4,522,523 versus $32,010,637) and a gain on sale of equipment of $1,140,658 in 2022 ($nil in 2023).
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Investing Activities
Cash provided in investing activities for the year ended December 31, 2023, was $12,007,498 as compared to cash used in investing activities of $2,428,758 for the year ended December 31, 2022. In the current year, cash of $4,749,666 was used for the purchase of the power plant, $3,007,766 was used for the purchase of equipment, digital currencies traded for cash of $19.264.980, with $499,950 was received from the sale of equipment. In the prior year, digital currencies traded for cash of $16,016,280 and proceeds from the sale of old miners of $795,000 partially offset the purchase of equipment for $14,685,038 and the acquisition of digital currencies of $4,555,000.
Financing Activities
Cash provided by financing activities for the year ended December 31, 2023, was $56,111, as compared to $18,858,844 for the year ended December 31, 2022. The drivers of the balance in the current period were proceeds of a loan payable of $691,500 and proceeds of shares issued for cash of $1,073,244, partly offset by repayment of loans of $1,027,753 and lease payments of $146,880. In the prior year, the Company received proceeds from a private placement of $8,314,269, proceeds from a loan payable of $10,000,000 and received proceeds from pre-funded warrants of $1,029,600, partly offset by repurchase of shares of $255,525 and lease payments of $96,000.
.
Liquidity and Financial Position
As of December 31, 2023, the Company had a negative working capital balance of $3,064,351, including digital currencies of $822,884. The Company commenced earning revenue from digital currency mining in mid-February 2020; however, it has limited operating history, and there can be no assurance that the Company’s historical performance will be indicative of its future performance.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, manage operational expenses, and raise additional funds through debt or equity financing.
Capital Resources
The Company’s capital management objective is to provide the financial resources that will enable Digihost to maximize the return to its shareholders while also enhancing its cost of capital. In order to achieve this goal, the Company monitors its capital structure and adjusts as required in response to an ever-changing economic environment and the various risks to which the Company is exposed. The Company’s approach for attaining this objective is to preserve a flexible capital structure that optimizes the cost of capital at a satisfactory level of risk, to maintain its ability to meet financial obligations as they come due, and to ensure the Company has appropriate financial resources to fund its organic and acquisitive growth.
The Company anticipates that its existing financial resources will be sufficient to put into operation all previously announced acquisitions of mining hardware along with the infrastructure needed to support the power plant acquisition. In order to achieve its future business objectives, the Company may need to liquidate or borrow against the Bitcoin that have been accumulated as of the date hereof as well as Bitcoin generated from ongoing operations, which may or may not be possible on commercially attractive terms or at all.
The Company presently anticipates that additional financing may be required to acquire additional power generation facilities in the future in order to meet the Company’s objective of hashing at total of 6 EH/s of power by the end of 2024. The Company also anticipates that additional financing could be required to purchase the next generation miners required to utilize its maximum capacity and is looking for attractive Joint Venture and Hosting Colocation deals in order to help expand its capital position.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Digihost may manage its capital structure by issuing equity, seeking financing through loan products, adjusting capital spending, entering into beneficial hosting or colocation agreements, or disposing of assets.
Notes Receivable and Related Party Transactions
Promissory Notes Receivable
In December 2021, the Company entered into an agreement for a Secured Convertible Promissory Note (“Note”) with principal of $800,000. The Note accrues interest at a rate of 6% per annum, with 3% payable in cash every calendar quarter and 3% payable in notes (note 5). The Note is convertible at the Company’s option into Series C Preferred Stock of the issuer. If the Note is not converted into shares by the Company, all unpaid and accrued interest are due on Maturity Date of December 21, 2026. The Notes are secured by the assets of the issuer.
Loan Payable
The Company entered into a loan agreement with Doge Capital LLC (“Doge”), a company controlled by the chief executive officer, dated February 6, 2023, whereby Doge lent the Company the equivalent value of 30 Bitcoins, being $691,500 and the Company agreed to repay Doge 36 Bitcoins as full repayment of the loan. The Company shall repay Doge 3 Bitcoins per month for 12 consecutive months with the first payment due on March 1, 2023 and the remaining 11 payments due on the first day of each successive month. The remaining balance of this loan was paid off during Q1 2024.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
| Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||
| Professional fees (1) | 187,913 | 307,534 | ||||||
| Salaries (1) | 840,650 | 833,717 | ||||||
| Share based compensation (2) | 1,429,568 | 3,092,012 | ||||||
| Total | $ | 2,458,131 | $ | 4,233,263 | ||||
| (1) | Represents the professional fees and salaries paid to officers and directors. |
| (2) | Represents the share-based compensation for officers and directors. |
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Share Capital
As at December 31, 2023, the Company has 28,878,667 subordinate voting shares outstanding.
As at December 31 2023, the Company had issued 692,170 stock options, 1,036,900 restricted share units and 10,124,330 warrants.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
Restatement
Restatement of cash flows
Originally, the Company classified the proceeds from sale of digital assets in the statements of cash flows as operating activities on the basis that its core business and main activities are related to digital assets. Digital assets are accounted for under IAS 38, Intangible Assets.
During 2024, the Company conducted a review of the presentation of the statements of cash flows to determine if the proceeds from sale of digital assets should be classified as investing activities rather than operating activities. In accordance with IAS 7, Cash flows, paragraph 16(b), cash receipts from sales of intangible assets is an example of cash flows arising from investing activities.
In December 2024, the Company concluded that the proper classification of the proceeds from sale of digital assets is an investing activity within the statement of cash flows. The Company determined that the restatement of financial information presented was necessary to correct the classification of proceeds from the sales of digital assets from cash flows from operations to cash flows from investing activities.
The errors were corrected in the Restated Financial Statements.
The effects of the restatements on the affected financial statement line items are as follows:
Adjustments to consolidated statements of cash flows for the year ended December 31, 2022 – Restatement
| Year ended December 31 | ||||||||||||
| 2022 (as reported) | Cash flow reclassification | 2022 (as restated) | ||||||||||
| Cash flows provided by (used in) in operating activities | ||||||||||||
| Net loss | 4,329,342 | - | 4,329,342 | |||||||||
| Adjustments for: | ||||||||||||
| Proceeds from sale of digital assets | 15,528,972 | (12,084,280 | ) | 3,444,692 | ||||||||
| Net change in cash related to operating activities | (3,410,899 | ) | (12,084,280 | ) | (15,495,179 | ) | ||||||
| Cash flows provided by (used in) in investing activities | ||||||||||||
| Acquistion of digital currencies | - | (3,932,000 | ) | (3,932,000 | ) | |||||||
| Proceeds from sale of digital assets | - | 16,016,280 | 16,016,280 | |||||||||
| Net change in cash related to investing activities | (14,513,038 | ) | 12,084,280 | (2,428,758 | ) | |||||||
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Adjustments to consolidated statements of cash flows for the year ended December 31, 2023 - Restatement
| Year ended December 31 | ||||||||||||
| 2023 (as reported) | Cashflow reclassification | 2023 (as restated) | ||||||||||
| Cash flows provided by (used in) in operating activities | ||||||||||||
| Net loss | (21,885,410 | ) | - | (21,885,410 | ) | |||||||
| Adjustments for: | ||||||||||||
| Proceeds from sale of digital assets | 1,388,123 | (19,264,980 | ) | (17,876,857 | ) | |||||||
| Net change in cash related to operating activities | 5,692,022 | (19,264,980 | ) | (13,572,958 | ) | |||||||
| Cash flows provided by (used in) in investing activities | ||||||||||||
| Proceeds from sale of digital assets | - | 19,264,980 | 19,264,980 | |||||||||
| Net change in cash related to investing activities | (7,257,482 | ) | 19,264,980 | 12,007,498 | ||||||||
For additional information on the financial statements’ restatement, refer to Note 2w of the Restated Financial Statements.
Adoption of new accounting policies
| (a) | Basis of consolidation |
These consolidated financial statements include the accounts of Digihost and its wholly owned subsidiary: Digihost International, Inc. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor’s returns. All inter-company transactions and balances have been eliminated upon consolidation.
| (b) | Functional and presentation currency |
These financial statements are presented in United States Dollars. The functional currency of Digihost is the Canadian dollar and the functional currency of Digihost International, Inc. is the United States Dollars. All financial information is expressed in United States Dollars, unless otherwise stated.
| (c) | Foreign currency translation |
Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars at exchange rates in effect at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates at the respective transaction dates. Revenue and expenses are translated at the rate of exchange at each transaction date. Gains or losses on translation are included in foreign exchange expense.
The results and financial position of an entity whose functional currency are translated into a different presentation currency are treated as follows:
| ● | assets and liabilities are translated at the closing rate at the reporting date; |
| ● | income and expenses for each income statement are translated at average exchange rates at the dates of the period; and |
| ● | all resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments. |
| (d) | Revenue recognition |
The Company recognizes revenue under IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”).
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets IFRS 15’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:
| ● | Variable consideration |
| ● | Constraining estimates of variable consideration |
| ● | The existence of a significant financing component in the contract |
| ● | Non-cash consideration |
| ● | Consideration payable to a customer |
Variable consideration is included in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.
| ● | Digital currency mining: The Company’s revenue is derived from providing computing power (hashrate) to mining pools. The Company has entered into arrangements, as amended from time to time, with mining pool operators to provide computing power to the mining pools. The provision of computing power to mining pools is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide computing power. As a result, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides computing power to the mining pool. The contracts can be terminated at any time by either party without substantive compensation to the other party for such termination. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. The Company has determined that this renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions. |
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
In exchange for providing computing power, which represents the Company’s only performance obligation, the Company is entitled to non-cash consideration in the form of cryptocurrency, calculated under one of two payout methods, depending on the mining pool. The payout method used by the mining pool in which the Company participated is the Full Pay Per Share (“FPPS”) . This payout method contains three components, (i) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred to as a “block reward”), (ii) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (iii) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees.
| ● | Block rewards are calculated as follows under the FPPS method. The block reward earned by the Company is calculated by the mining pool operator based on the proportion of hashrate the Company contributed to the mining pool to the total network hashrate used in solving the current algorithm. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool. |
| ● | Transaction fees refer to the total fees paid by users of the network to execute transactions. Under FPPS, the Company is entitled to a pro-rata share of the total network transaction fees. The transaction fees paid out by the mining pool operator to the Company is based on the proportion of hashrate the Company contributed to the mining pool to the total network hashrate. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool. |
| ● | Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth in a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue pursuant to the mining pool operators’ payout calculation. |
Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable (block rewards, transaction fees and pool operating fees), as well as being non-cash consideration, the Company assesses the estimated amount of the variable non-cash consideration to which it expects to be entitled for providing computing power at contract inception and subsequently, to determine when and to what extent it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. For each contract under the FPPS payout method, the Company recognizes the non-cash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception. For the contract under both the FPPS payout method, the Company measures non-cash consideration at the cryptocurrency spot price at the beginning of the day on the date of contract inception, as determined by the Company’s principal market, which is Gemini.
| ● | Colocation services: The Company recognizes revenue from its colocation services when it satisfies performance obligations by transferring the control of services, which include power provision and space rental, to customers. Revenue is recognized monthly in an amount that reflects actual power consumption, as per contractual terms, and any fixed maintenance fees are recognized over time as services are rendered to customers, aligning the recognition of revenue with the delivery of services. |
| ● | Sale of electricity: The Company recognizes revenue from the sale of energy when it has satisfied its performance obligation, which occurs as the energy is provided to the customer. The Company supplies the requisite power and ancillary operational functions in order for the digital currency mining equipment on its property to run efficiently outside of its facilities. Revenue is recorded monthly based on the actual consumption of energy by the customer, at the price determined by the contract. This reflects the Company’s performance and the customer’s consumption benefits, with variable consideration being recognized in the period it is due. |
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
| ● | Sale of energy: The Company, in its capacity as an agent, recognizes revenue from the sale of energy on a net basis in accordance with IFRS 15. Revenue is recorded upon the satisfaction of the performance obligation, specifically at the point when control of the energy is transferred to the end customer. This key moment reflects the Company’s fulfillment of its contractual duties. The revenue recognized is determined by subtracting the profit share remitted to the principal from the gross energy sales. |
| (e) | Digital currencies |
Digital currencies consist of Bitcoin and Ethereum. Digital currencies meet the definition of intangible assets in IAS 38 Intangible Assets as they are identifiable non-monetary assets without physical substance. They are initially recorded at cost and the revaluation method is used to measure the digital currencies subsequently. Where digital assets are recognized as revenue, the fair value of the Bitcoin received is considered to be the cost of the digital assets. Under the revaluation method, increases in fair value are recorded in other comprehensive income, while decreases are recorded in profit or loss. The Company revalues its digital currencies at the end of each quarter. There is no recycling of gains from other comprehensive income to profit or loss. However, to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in profit or loss, that increase is recorded in profit or loss. Decreases in fair value that reverse gains previously recorded in other comprehensive income are recorded in other comprehensive income. Gains and losses on digital currencies sold between revaluation dates are included in profit or loss.
Digital currencies are measured at fair value using the quoted price on the Gemini Exchange. Gemini serves as the principal market. The Company believes any price difference amongst the principal market and an aggregated price to be immaterial. Management considers this fair value to be a Level 2 input under IFRS 13 Fair Value Measurement fair value hierarchy as the price on this source represents a quote of the currency on an active market.
| (f) | Property, plant, and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
| Asset | Measurement Basis | Amortization Method | Amortization Rate | |||
| Data miners | Cost | Straight-line | 12 - 36 months | |||
| Equipment | Cost | Straight-line | 36 - 120 months | |||
| Leasehold Improvement | Cost | Straight-line | 120 months | |||
| Powerplant in use | Cost | Straight-line | 480 months |
Property, plant, and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
| (g) | Intangible assets |
intangible assets that qualify for separate recognition are recognized as intangible assets at their fair values. Right of use of an electric power facility is depreciated over 13 years.
| (h) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including property, plant, and equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
| (i) | Leases and right-of-use assets |
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
| ● | Leases of low value assets; and |
| ● | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
| ● | Amounts expected to be payable under any residual value guarantee; |
| ● | The exercise price of any purchase option granted if it is reasonably certain to assess that option; and |
| ● | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at cost, which includes the initial amount of the lease liability, reduced for any lease incentives received, and increased for:
| ● | Lease payments made at or before commencement of the lease; |
| ● | Initial direct costs incurred; and |
| ● | The amount of any provision recognised where the Company is contractually required to dismantle, remove, or restore the leased asset. |
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term or recorded in profit or loss if the right-of-use asset is reduced to zero.
| (j) | Goodwill |
The Company measures goodwill as the fair value of the cost of the acquisition less the fair value of the identifiable net assets acquired, all measured as of the acquisition date. Goodwill is carried at cost less accumulated impairment losses.
| (k) | Share capital and equity |
Share capital represents the amount received on the issue of shares, less issuance costs, net of any underlying income tax benefit from these issuance costs. When warrants are issued in connection with shares, the Company uses the residual method for allocating fair value to the shares and then to warrants.
Contributed surplus include the value of outstanding warrants and stock options. When warrants and stock options are exercised, the related compensation cost and value are transferred to share capital.
Deficits include all current and prior year losses.
Digital currency revaluation reserve includes gains and losses from the revaluation of digital currencies, net of tax.
Cumulative translation reserve includes foreign currency translation differences arising from the translation of financial statements of foreign entities into United States dollars.
| (l) | Share-based compensation |
The granting of stock options to employees, officers, directors, or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of a stock option, the consideration received, and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
P a g e | 20
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
Critical accounting judgements, estimates and assumption.
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
| (i) | Income from digital currency mining |
The Company recognizes income 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”). Income 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 or 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 income 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.
| (ii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
| (iii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
P a g e | 21
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
| (iv) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
| (i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations 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 future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
| (ii) | Useful lives of property, plant, and equipment |
Depreciation of data miners and equipment are 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.
| (iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 4) 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.
| (iv) | Impairment of goodwill |
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the CGU. Such recoverable amount corresponds, for the purpose of impairment assessment, to the higher of the value in use or the fair value less costs of disposal of the CGU to which goodwill has been allocated. The value in use calculation requires management to estimate future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. The key assumptions required for the value in use estimation are described in note 8 of the year-end financial statements.
For the value in use approach, the values assigned to key assumptions reflect past experience and external sources of information that are deemed accurate and reliable. The value in use is categorized as Level 3 in the fair value hierarchy described under IFRS 13, Fair Value Measurement, as one or more key assumption used is based on unobservable data requiring the use of judgement.
P a g e | 22
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Disclosure of Internal Controls
Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
| (i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized, and reported within the time periods specified in securities legislation; and |
| (ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s GAAP (IFRS). |
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Identified material weakness
A material weakness is a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
In December 2024, Management determined that the restatement of financial information presented was necessary to correct the classification of proceeds from the sales of digital assets from cash flows from operations to cash flows from investing activities. The errors was corrected in the restated Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022.
Management has determined that the control over accounting for complex transactions did not operate effectively in these instances which constitutes a material weakness.
Refer to the Restatement section of this restated MD&A for more details about the material errors and related restatements. Management considers these restatements to constitute a material weakness that requires remediation, and Management is in the process of implementing remediation measures to address the material weakness.
P a g e | 23
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Status of remediation plan
Remediation efforts to date comprise of consulting on a quarterly basis with additional Chartered Professional Accountants (CPAs) with technical expertise and experience in evaluating more complex areas of IFRS Accounting Standards, involving the Company’s legal counsel on evaluating complex agreements involving financial instruments and engaging third-party consultants to assist with assessing the accounting for complex financial instruments and review of financial statements. Management’s efforts are ongoing and its remediation plan is expected to be completed during 2025.
If these remedial measures are insufficient to address the material weakness described above, or are not implemented timely, or additional deficiencies arise in the future, material misstatements in our interim or annual financial statements may occur in the future and could have the effects described in the “Risk Factors” section of this MD&A.
With the exception of the items identified above, there have been no changes in the Company’s ICFR that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR during the period beginning on October 1, 2023 and ended December 31, 2023.
All control systems contain inherent limitations, regardless of how well designed. As a result, Management acknowledges that its internal control over financial reporting will not prevent or detect all misstatements due to error or fraud. In addition, Management’s evaluation of controls can provide only reasonable, not absolute, assurance that all control issues that may result in material misstatements, if any, have been detected.
Factors Impacting Profitability
Market Price of Bitcoin: The Company’s business is heavily dependent on the spot price of Bitcoin. The prices of cryptocurrencies, including Bitcoin, have experienced substantial volatility, meaning that high or low prices may be based on speculation and incomplete information, subject to rapidly changing investor sentiment, and influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting. Bitcoin (as well as other cryptocurrencies) may have value based on various factors, including, but not limited to, their acceptance as a means of exchange by consumers and producers, scarcity, and market demand, all of which are beyond the Company’s control.
Halving: Further affecting the industry, particularly for the Bitcoin blockchain, the Bitcoin reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in Bitcoin, which uses a proof-of-work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “halving.” For Bitcoin the reward was initially set at 50 Bitcoin currency rewards per block. The Bitcoin blockchain has undergone halvings three times since its inception as follows: (1) on November 28, 2012,at block height 210,000; (2) on July 9, 2016,at block height 420,000; and (3) on May 11, 2020,at block height 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per block. The next halving for the Bitcoin blockchain is currently anticipated to occur in May 2024 at block height 840,000. Halvings will continue to occur until the total amount of Bitcoin currency rewards issued reaches approximately 21million and the theoretical supply of new Bitcoin is exhausted, which is expected to occur around the year 2140. Many factors influence the price of Bitcoin, and potential increases or decreases in prices in advance of or following a future halving is unknown.
Network Hash Rate and Difficulty: Generally, a Bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the miner’s hash rate, relative to the global network hash rate (i.e., the aggregate amount of computing power devoted to supporting the Bitcoin blockchain at a given time).As demand for Bitcoin has increased, the global network hash rate has increased rapidly, and as greater adoption of Bitcoin occurs, we expect the demand for new Bitcoin will likewise increase as more mining companies are drawn into the industry by this increased demand. Further, as a greater number of increasingly powerful miners have been deployed, the network difficulty for Bitcoin has consequently also increased. Network difficulty is a measure of how difficult it is to solve a block on the Bitcoin blockchain, which is adjusted every 2,016 blocks (approximately every 2 weeks) so that the average time between each block validation remains approximately ten minutes. A high difficulty means that more computing power will be required in order to solve a block and earn a new Bitcoin reward, which, in turn, makes the Bitcoin network more secure by limiting the possibility of one miner or mining pool gaining control of the network. Therefore, as new and existing miners deploy additional hash rate, the global network hash rate will continue to increase, meaning a miner’s share of the global network hash rate (and therefore its chance of earning Bitcoin rewards) will decline if it fails to deploy additional hash rate at pace with the industry.
P a g e | 24
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis (Restated)
For the year ended December 31, 2023
Risk Factors
An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled “Risk Factors” in the Company’s Annual Information Form for the fiscal year ended December 31, 2023, dated April 2, 2024 available on SEDAR + at www.sedarplus.ca and the Risk Factors contained the Company’s various filings on SEDAR + and on EDGAR at www.sec.gov/edgar.
Cautionary Note Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements. In particular, this MD&A contains forward-looking statements pertaining to the following:
| ● | the impact of the Bitcoin Halving in May 2024 on the price of Bitcoin and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; |
| ● | future debt levels, financial capacity, liquidity, and capital resources; |
| ● | anticipated future sources of funds to meet working capital requirements; |
| ● | future capital expenditures and contractual commitments; |
| ● | expectations respecting future financial results; |
| ● | expectations regarding benefits of certain transactions and capital investments; |
| ● | the Company’s objectives, strategies, and competitive strengths and growth strategy, including the ability to develop and build out the infrastructure in North Carolina; |
| ● | expectations with respect to future opportunities; |
| ● | expectations with respect to the Company’s financial position; |
| ● | the Company’s capital expenditure programs and future capital requirements; |
| ● | capital resources and the Company’s ability to raise capital; |
| ● | industry conditions pertaining to the cryptocurrency industry; and |
| ● | the other factors discussed under “Risk Factors”. |
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR + at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
P a g e | 25
Exhibit 99.4
FORM 52-109F1R
CERTIFICATION OF REFILED ANNUAL FILINGS
This certificate is being filed on the same date that Digihost Technology Inc. (the “issuer”) has refiled the annual financial report and annual MD&A for the years ended December 31, 2023 and 2022.
I, Michel Amar, Chief Executive Officer of Digihost Technology Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial years ended December 31, 2023 and 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end
| A. | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| I. | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| II. | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| B. | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR – material weakness relating to design: The issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end, including:
| A. | a description of the material weakness; |
| B. | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| C. | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
5.3 Limitation on scope of design: N/A
6. Evaluation: The issuer’s other certifying officer(s) and I have
| A. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| B. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| I. | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
| II. | for each material weakness relating to operation existing at the financial year end |
| A. | a description of the material weakness; |
| B. | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| C. | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2023 and ended on December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.
Date: March 5, 2025
| (signed) “Michel Amar” | |
| Michel Amar | |
| Chief Executive Officer |
Exhibit 99.5
FORM 52-109F1R
CERTIFICATION OF REFILED ANNUAL FILINGS
This certificate is being filed on the same date that Digihost Technology Inc. (the “issuer”) has refiled the annual financial report and annual MD&A for the years ended December 31, 2023 and 2022.
I, Paul Ciullo, Chief Financial Officer of Digihost Technology Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial years ended December 31, 2023 and 2022.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end
| A. | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| I. | material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and |
| II. | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| B. | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR – material weakness relating to design: The issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end, including:
| A. | a description of the material weakness; |
| B. | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| C. | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
5.3 Limitation on scope of design: N/A
6. Evaluation: The issuer’s other certifying officer(s) and I have
| A. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and |
| B. | evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A |
| I. | our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and |
| II. | for each material weakness relating to operation existing at the financial year end |
| A. | a description of the material weakness; |
| B. | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| C. | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2023 and ended on December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.
Date: March 5, 2025
| (signed) “Paul Ciullo” | |
| Paul Ciullo | |
| Chief Financial Officer |
Exhibit 99.6
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
Digihost Technology Inc.
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
| Item 2 | Date of Material Change |
March 5, 2025
| Item 3 | News Release |
The press release attached as Schedule “A” was released on March 5, 2025 through an approved Canadian newswire service.
| Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
| Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
| Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
Not applicable.
| Item 8 | Executive Officer |
Inquiries in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michel@digihostblockchain.com
| Item 9 | Date of Report |
March 5, 2025
SCHEDULE “A”
Digihost Announces Restatement of Previously Issued Financial Statements
Miami, FL – March 5, 2025 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq / TSXV: DGHI), an innovative energy infrastructure company that develops cutting-edge data centers, today announced that it has filed an amended annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Annual Report” and, as so amended, the “Amended 2023 Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”), which contains restated financial statements for the fiscal years ended December 31, 2023 and 2022 (the “Restatement Periods”) and related updates to management’s discussion and analysis for the Restatement Period. In connection with the SEC’s review of the 2023 Annual Report (the “SEC Review”), and in consultation with members of management and the Audit Committee of the Board of Directors, the Company determined that its previously issued consolidated financial statements for the Restatement Periods that were included in the 2023 Annual Report and the related management’s discussion and analysis for the year ended December 31, 2023 were required to be restated to correct a material error in the classification of proceeds derived from the sale of digital assets. Digihost previously categorized proceeds derived from the sale of digital assets as a cash flow from operating activities. In conjunction with the SEC review, it was determined that proceeds from the sale of digital assets should instead be classified as cash flow from investing activities.
Shareholders and users of the Company’s financial statements should note that the restatement is not a result of any change to the Company’s operations, business or financial operating performance for the Restatement Periods. For any and all of the Restatement Periods, there was no impact on the Company’s overall cash position or net cash flows.
A summary of the restated financial statements is available in the tables set forth below (expressed in thousands of U.S. dollars). More details may be found in the revised financial statements and related revised management’s discussion and analysis included in the Amended 2023 Annual Report, which are available on the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
2
Adjustments to consolidated statements of cash flows for the year ended December 31, 2022 – Restatement
| Year ended December 31 | ||||||||||||
| 2022 (as reported) | Cash flow reclassification | 2022 (as restated) | ||||||||||
| Cash flows provided by (used in) in operating activities | ||||||||||||
| Net loss | 4,329,342 | - | 4,329,342 | |||||||||
| Adjustments for: | ||||||||||||
| Proceeds from sale of digital assets | 15,528,972 | (12,084,280 | ) | 3,444,692 | ||||||||
| Net change in cash related to operating activities | (3,410,899 | ) | (12,084,280 | ) | (15,495,179 | ) | ||||||
| Cash flows provided by (used in) in investing activities | ||||||||||||
| Acquisition of digital currencies | - | (3,932,000 | ) | (3,932,000 | ) | |||||||
| Proceeds from sale of digital assets | - | 16,016,280 | 16,016,280 | |||||||||
| Net change in cash related to investing activities | (14,513,038 | ) | 12,084,280 | (2,428,758 | ) | |||||||
Adjustments to consolidated statements of cash flows for the year ended December 31, 2023 – Restatement
| Year ended December 31 | ||||||||||||
| 2023 (as reported) | Cash flow reclassification | 2023 (as restated) | ||||||||||
| Cash flows provided by (used in) in operating activities | ||||||||||||
| Net loss | (21,885,410 | ) | - | (21,885,410 | ) | |||||||
| Adjustments for: | ||||||||||||
| Proceeds from sale of digital assets | 1,388,123 | (19,264,980 | ) | (17,876,857 | ) | |||||||
| Net change in cash related to operating activities | 5,692,022 | (19,264,980 | ) | (13,572,958 | ) | |||||||
| Cash flows provided by (used in) in investing activities | ||||||||||||
| Proceeds from sale of digital assets | - | 19,264,980 | 19,264,980 | |||||||||
| Net change in cash related to investing activities | (7,257,482 | ) | 19,264,980 | 12,007,498 | ||||||||
The Company’s management has previously concluded that the Company had a material weakness in its internal control over financial reporting during the Restatement Periods. Management is in the process of implementing remediation measures to address the material weakness in respect of the errors described above.
About Digihost
Digihost is an innovative energy infrastructure company that develops cutting-edge data centers to drive the expansion of sustainable energy assets.
For further information, please contact:
Michel Amar, Chief Executive Officer
Digihost Technology Inc.
www.digihostpower.com
Digihost Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. Forward-looking information in this news release includes information about potential further improvements to profitability and efficiency across mining operations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the pending SEC Review; the potential that additional restatements of the Company’s financial statements will be required; the potential that the Company identifies additional material weaknesses in its control over financial reporting; the ability of the Company to remediate known material weaknesses; future capital needs and uncertainty of additional financing; share dilution resulting from equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; development of additional facilities and installation of infrastructure to expand operations may not be completed on the timelines anticipated by the Company, or at all; ability to access additional power from the local power grid and realize the potential of the clean energy strategy on terms which are economic or at all; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; development of additional facilities to expand operations may not be completed on the timelines anticipated by the Company; ability to access additional power from the local power grid; an increase in natural gas prices may negatively affect the profitability of the Company’s power plant; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedarplus.ca and www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictions in which the Company operates; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainties therein. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
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