Digi Power X Inc 6-K, filed Nov 15, 2022
Digi Power X Inc. (DGXX)
About this 6-K
Digi Power X Inc filed this 6-K on November 15, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.
(Exact Name of Registrant as Specified in Its Charter)
18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4
(Address of principal executive offices)
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 ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibits
SIGNATURE
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: November 15, 2022
Exhibit 99.1
DIGIHOST TECHNOLOGY INC.
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2022 AND
2021
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
Notice to Reader
The unaudited condensed interim consolidated financial statements for the comparative period ended September 30, 2021 have not been reviewed by the Company's auditors.
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars) (Unaudited)
| As at September 30, 2022 | As at December 31, 2021 | |||||||
| (restated) (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 2,896,684 | $ | 915,715 | ||||
| Digital currencies (note 3) | 4,455,078 | 33,491,986 | ||||||
| Digital currencies call options | 97,159 | - | ||||||
| Amounts receivable and prepaid expenses (note 4) | 3,923,536 | 1,808,304 | ||||||
| Income tax receivable | 244,399 | - | ||||||
| Total current assets | 11,616,856 | 36,216,005 | ||||||
| Property, plant and equipment (note 5) | 43,407,172 | 38,142,107 | ||||||
| Right of use assets (note 6) | 2,581,558 | 2,078,599 | ||||||
| Promissory note receivable | 806,000 | 800,000 | ||||||
| Intangible asset (note 7) | 1,346,336 | 1,443,260 | ||||||
| Goodwill (note 8) | 1,245,790 | 1,346,904 | ||||||
| Total assets | $ | 61,003,712 | $ | 80,026,875 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 646,087 | $ | 2,272,850 | ||||
| Amount owing to Northern Data, NY LLC (note 3 and 5) | 1,383,350 | 2,940,412 | ||||||
| Lease liabilities (note 9) | 87,849 | - | ||||||
| Income tax payable | - | 305,601 | ||||||
| Mortgage payable (note 11) | 534,000 | - | ||||||
| Total current liabilities | 2,651,286 | 5,518,863 | ||||||
| Deposits payable | 138,541 | 1,788,500 | ||||||
| Lease liabilities (note 9) | 482,340 | - | ||||||
| Mortgage payable (note 11) | 534,000 | - | ||||||
| Deferred tax liability | - | 2,514,743 | ||||||
| Warrant liabilities (note 12) | 2,582,665 | 31,943,365 | ||||||
| Total liabilities | 6,388,832 | 41,765,471 | ||||||
| Shareholders' equity | ||||||||
| Share capital (note 13) | 33,913,954 | 26,450,044 | ||||||
| Contributed surplus | 14,863,518 | 11,844,581 | ||||||
| Cumulative translation adjustment | (4,265,662 | ) | 167,068 | |||||
| Digital currency revaluation reserve | - | 3,706,624 | ||||||
| Deficit | 10,103,070 | (3,906,913 | ) | |||||
| Total shareholders' equity | 54,614,880 | 38,261,404 | ||||||
| Total liabilities and shareholders' equity | $ | 61,003,712 | $ | 80,026,875 | ||||
| Nature of operations (note 1) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| -1- |
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Comprehensive Income
(Expressed in United States Dollars) (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 restated | 2022 | 2021 restated | |||||||||||||
| Revenue from digital currency mining (note 3) | $ | 3,735,014 | $ | 5,485,754 | $ | 18,507,951 | $ | 15,365,382 | ||||||||
| Cost of digital currency mining | ||||||||||||||||
| Cost of power | (2,539,008 | ) | (1,764,349 | ) | (5,350,700 | ) | (4,597,122 | ) | ||||||||
| Other production costs | (1,110,100 | ) | (117,674 | ) | (2,221,125 | ) | (637,268 | ) | ||||||||
| Depreciation and amortization | (2,672,621 | ) | (891,386 | ) | (6,876,840 | ) | (2,362,810 | ) | ||||||||
| Miner lease agreement (note 3) | (1,174,293 | ) | - | (6,378,709 | ) | - | ||||||||||
| Gross profit (loss) | (3,761,008 | ) | 2,712,345 | (2,319,423 | ) | 7,768,182 | ||||||||||
| Expenses | ||||||||||||||||
| Office and administrative expenses | (680,026 | ) | 299,537 | (2,279,624 | ) | (698,023 | ) | |||||||||
| Professional fees | (293,052 | ) | (115,443 | ) | (1,330,139 | ) | (936,936 | ) | ||||||||
| Regulatory fees | (19,461 | ) | (24,756 | ) | (229,447 | ) | (142,086 | ) | ||||||||
| Gain on sale of property, plant and equipment | - | - | 2,340,658 | 939,516 | ||||||||||||
| Loss on settlement of debt | - | 959 | - | (278,111 | ) | |||||||||||
| Foreign exchange gain | 3,728,973 | 621,889 | 4,771,853 | 621,889 | ||||||||||||
| Loss on sale of digital currencies (note 3) | 600,105 | - | (11,574,330 | ) | - | |||||||||||
| Other income | 10,999 | 58,519 | 167,678 | 58,519 | ||||||||||||
| Change in fair value of amount owing for Miner Lease Agreement | 1,434,627 | - | 539,654 | - | ||||||||||||
| Share based compensation (note 15) | (846,345 | ) | (2,766,955 | ) | (2,483,928 | ) | (6,538,261 | ) | ||||||||
| Revaluation of warrant liabilities (note 12) | 1,669,579 | (4,294,782 | ) | 30,229,221 | 5,993,792 | |||||||||||
| Loss on revaluation of digital currencies | (2,111,824 | ) | - | (5,060,188 | ) | - | ||||||||||
| Operating income (loss) | (267,433 | ) | (3,508,687 | ) | 12,771,985 | 6,788,481 | ||||||||||
| Net financial expenses (note 18) | - | (59,164 | ) | (238,204 | ) | (273,650 | ) | |||||||||
| Net income (loss) before income taxes | (267,433 | ) | (3,567,851 | ) | 12,533,781 | 6,514,831 | ||||||||||
| Deferred tax (expense) recovery | (1,409,375 | ) | (1,498,085 | ) | 1,537,467 | (1,498,085 | ) | |||||||||
| Net income (loss) for the period | (1,676,808 | ) | (5,065,936 | ) | 14,071,248 | 5,016,746 | ||||||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Items that will be reclassified to net income | ||||||||||||||||
| Foreign currency translation adjustment | (3,560,979 | ) | (1,452,384 | ) | (4,432,730 | ) | (644,436 | ) | ||||||||
| Items that will not be reclassified to net income | ||||||||||||||||
| Revaluation of digital currencies, net of tax | - | 3,081,643 | (3,706,624 | ) | 1,441,376 | |||||||||||
| Total comprehensive income (loss) for the period | $ | (5,237,787 | ) | $ | (3,436,677 | ) | $ | 5,931,894 | $ | 5,813,686 | ||||||
| Basic income (loss) per share (note 16) | $ | (0.06 | ) | $ | (0.20 | ) | $ | 0.52 | $ | 0.24 | ||||||
| Diluted income (loss) per share (note 16) | $ | (0.06 | ) | $ | (0.20 | ) | $ | 0.52 | $ | 0.24 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| -2- |
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in United States Dollars) (Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Operating activities | ||||||||
| Net income for the period | $ | 14,071,248 | $ | 5,016,746 | ||||
| Adjustments for: | ||||||||
| Digital currencies mined | (18,507,951 | ) | (15,365,382 | ) | ||||
| Acquisition of digital currencies | (3,932,000 | ) | - | |||||
| Rent charge back for Miner Lease Agreement | 6,378,709 | - | ||||||
| Digital currencies received | (345,658 | ) | (47,670 | ) | ||||
| Digital currencies paid for services | 540,723 | - | ||||||
| Loss on sale of digital currencies | 11,574,330 | - | ||||||
| Digital currencies for loan repayment | 11,982,320 | - | ||||||
| Digital currencies traded for cash | 12,926,520 | - | ||||||
| Loss on revaluation of digital currencies | 5,060,188 | - | ||||||
| Gain on sale of property, plant and equipment | (2,340,658 | ) | (939,516 | ) | ||||
| Depreciation of right-of-use assets | 99,213 | 148,718 | ||||||
| Depreciation and amortization | 6,973,764 | 2,214,092 | ||||||
| Interest on lease liabilities | 28,017 | 177,516 | ||||||
| Change in fair value of amount owing for Miner Lease Agreement | (539,654 | ) | - | |||||
| Share based compensation | 2,483,928 | 6,538,261 | ||||||
| Change in warrant liability | (30,229,221 | ) | (5,993,792 | ) | ||||
| Loss on settlement of debt | - | 236,616 | ||||||
| Interest accrual | (6,000 | ) | - | |||||
| Deferred tax (recovery) expense | (1,537,467 | ) | 1,498,085 | |||||
| Foreign exchange gain | (4,725,937 | ) | (619,804 | ) | ||||
| Working capital items: | ||||||||
| Amounts receivable and prepaid expenses | (2,115,232 | ) | (516,345 | ) | ||||
| Accounts payable and accrued liabilities | (1,626,763 | ) | 255,578 | |||||
| Income tax payable | (550,000 | ) | - | |||||
| Deposit payable | (1,649,959 | ) | 1,788,500 | |||||
| Net cash provided by (used in) operating activities | 4,012,460 | (5,608,397 | ) | |||||
| Investing activities | ||||||||
| Purchase of property, plant and equipment | (11,029,405 | ) | (24,249,559 | ) | ||||
| Proceeds from sale of property, plant and equipment | 1,995,000 | - | ||||||
| Acquisition of digital currency option calls | (1,950,000 | ) | - | |||||
| Net cash used in investing activities | (10,984,405 | ) | (24,249,559 | ) | ||||
| Financing activities | ||||||||
| Proceeds from private placement, net of costs | 8,290,024 | 50,265,763 | ||||||
| Proceeds from pre-funded warrants | 1,022,915 | - | ||||||
| Repayment of mortgage | (44,500 | ) | - | |||||
| Repurchase of shares | (255,525 | ) | (390,029 | ) | ||||
| Proceeds from loans payable | 10,000,000 | 1,473,495 | ||||||
| Repayment of loans payable | (10,000,000 | ) | (3,975,083 | ) | ||||
| Lease payments | (60,000 | ) | (260,680 | ) | ||||
| Net cash provided by financing activities | 8,952,914 | 47,113,466 | ||||||
| Net change in cash | 1,980,969 | 17,255,510 | ||||||
| Cash, beginning of period | 915,715 | 31,250 | ||||||
| Cash, end of period | $ | 2,896,684 | $ | 17,286,760 | ||||
| Supplemental information | ||||||||
| Interest paid | $ | 238,204 | $ | 117,697 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| -3- |
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Changes in Shareholders' Equity
(Expressed in United States Dollars) (Unaudited)
| Number of shares (note 13) | Cumulative | Digital currency | ||||||||||||||||||||||||||||||
| Subordinate | Proportionate | Share | Contributed | Translation | revaluation | |||||||||||||||||||||||||||
| voting shares | voting shares | capital | surplus | Adjustment | reserve | Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2020 | 13,357,838 | 3,333 | $ | 12,541,038 | $ | 1,267,551 | $ | 118,162 | $ | 1,982,501 | $ | (5,465,446 | ) | $ | 10,443,806 | |||||||||||||||||
| Private placements (note 13(b)(iii)(iv)(v)(vi)(vii)) | 11,555,674 | - | 50,059,301 | 5,044,691 | - | - | - | 55,103,992 | ||||||||||||||||||||||||
| Cost of issue - cash (note 13(b)(v)(vi)(vii)) | - | - | (4,838,229 | ) | - | - | - | - | (4,838,229 | ) | ||||||||||||||||||||||
| Cost of issue - broker warrants (note 13(b)(iv)(v)(vi)(vii)) | - | - | (3,035,477 | ) | 3,035,477 | - | - | - | - | |||||||||||||||||||||||
| Shares issued as payment for accounts payable (note 13(b)(ii)) | 66,667 | - | 305,055 | - | - | - | - | 305,055 | ||||||||||||||||||||||||
| Shares cancelled (note 13(b)(i)) | (126,533 | ) | - | (235,425 | ) | - | - | - | (158,952 | ) | (394,377 | ) | ||||||||||||||||||||
| Shares issued as commission (note 13(b)(vii)) | 49,383 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Share based compensation | - | - | - | 6,538,261 | - | - | - | 6,538,261 | ||||||||||||||||||||||||
| Transaction with owners | 24,903,029 | 3,333 | 54,796,263 | 15,885,980 | 118,162 | 1,982,501 | (5,624,398 | ) | 67,158,508 | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (644,436 | ) | - | - | (644,436 | ) | ||||||||||||||||||||||
| Revaluation of digital currencies, net of tax | - | - | - | - | - | 1,441,376 | - | 1,441,376 | ||||||||||||||||||||||||
| Net income for the period | - | - | - | - | - | - | 5,016,746 | 5,016,746 | ||||||||||||||||||||||||
| Total comprehensive income (loss) for the period | - | - | - | - | (644,436 | ) | 1,441,376 | 5,016,746 | 5,813,686 | |||||||||||||||||||||||
| Balance, September 30, 2021 | 24,903,029 | 3,333 | $ | 54,796,263 | $ | 15,885,980 | $ | (526,274 | ) | $ | 3,423,877 | $ | (607,652 | ) | $ | 72,972,194 | ||||||||||||||||
| Balance, December 31, 2021 (restated) | 24,956,165 | 3,333 | $ | 26,450,044 | $ | 11,844,581 | $ | 167,068 | $ | 3,706,624 | $ | (3,906,913 | ) | $ | 38,261,404 | |||||||||||||||||
| Private placements (note 13(b)(viii)) | 2,729,748 | - | 9,368,139 | - | - | - | - | 9,368,139 | ||||||||||||||||||||||||
| Cost of issue - cash (note 13(b)(viii)) | - | - | (1,080,584 | ) | - | - | - | - | (1,080,584 | ) | ||||||||||||||||||||||
| Cost of issue - broker warrants (note 13(b)(viii)) | - | - | (535,009 | ) | 535,009 | - | - | - | - | |||||||||||||||||||||||
| Warrants cancelled | - | - | 5,545,458 | - | - | - | - | 5,545,458 | ||||||||||||||||||||||||
| Warrant liabilities | - | - | (6,665,218 | ) | - | - | - | - | (6,665,218 | ) | ||||||||||||||||||||||
| Shares cancelled (note 13(b)(ix)) | (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 | - | 1,022,915 | - | - | - | - | 1,022,915 | ||||||||||||||||||||||||
| Share based compensation | - | - | - | 2,483,928 | - | - | - | 2,483,928 | ||||||||||||||||||||||||
| Transaction with owners | 27,822,813 | 3,333 | 33,913,954 | 14,863,518 | 167,068 | 3,706,624 | (3,968,178 | ) | 48,682,986 | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (4,432,730 | ) | - | - | (4,432,730 | ) | ||||||||||||||||||||||
| Revaluation of digital currencies, net of tax | - | - | - | - | - | (3,706,624 | ) | - | (3,706,624 | ) | ||||||||||||||||||||||
| Net income for the period | - | - | - | - | - | - | 14,071,248 | 14,071,248 | ||||||||||||||||||||||||
| Total comprehensive income (loss) for the period | - | - | - | - | (4,432,730 | ) | (3,706,624 | ) | 14,071,248 | 5,931,894 | ||||||||||||||||||||||
| Balance, September 30, 2022 | 27,822,813 | 3,333 | $ | 33,913,954 | $ | 14,863,518 | $ | (4,265,662 | ) | $ | - | $ | 10,103,070 | $ | 54,614,880 | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| -4- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 1. | Nature of operations |
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., and DGX Holding, LLC (together the "Company") is a blockchain technology company with operations in cryptocurrency mining. The head office of the Company is located at 2830 Produce Row, Houston, TX, 77023.
These unaudited condensed interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on November 14, 2022.
| 2. | Significant accounting policies |
| (a) | Statement of compliance |
The Company applies IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.
The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and outstanding as of November 14, 2022, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2021. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending December 31, 2022 could result in restatement of these unaudited condensed interim consolidated financial statements.
| (b) | 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 unaudited condensed interim 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 unaudited condensed interim consolidated financial statements.
| (c) | Critical accounting judgements, estimates and assumptions |
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 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 are the same as the most recent annual financial statements as at and for the year ended December 31,2021.
| -5- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 3. | Digital currencies |
The Company's holdings of digital currencies consist of the following:
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Bitcoin | $ | 3,125,916 | $ | 29,770,994 | ||||
| Ethereum | 1,329,162 | 3,720,992 | ||||||
| $ | 4,455,078 | $ | 33,491,986 | |||||
The continuity of digital currencies was as follows:
| Number of | Number of | Total | ||||||||||||||||||
| Bitcoin | Amount | Ethereum | Amount | Amount | ||||||||||||||||
| Balance, December 31, 2020 | 154 | $ | 4,508,042 | - | $ | - | $ | 4,508,042 | ||||||||||||
| Bitcoin mined(2) | 519 | 24,952,344 | - | - | 24,952,344 | |||||||||||||||
| Received from sale of property, plant and equipment | 24 | 1,347,977 | 63 | 204,318 | 1,552,295 | |||||||||||||||
| Received from private placement | 1 | 47,671 | - | - | 47,671 | |||||||||||||||
| Acquisition (disposal) of digital currencies | (66 | ) | (3,347,790 | ) | 974 | 3,347,034 | (756 | ) | ||||||||||||
| Acquisition of property,plant and equipment | - | - | (36 | ) | (163,942 | ) | (163,942 | ) | ||||||||||||
| Gain on sale of digital currencies | - | 235,067 | - | 55,881 | 290,948 | |||||||||||||||
| Revaluation adjustment(1) | - | 2,027,683 | - | 277,701 | 2,305,384 | |||||||||||||||
| Balance, December 31, 2021 | 632 | 29,770,994 | 1,001 | 3,720,992 | 33,491,986 | |||||||||||||||
| Bitcoin mined for Digihost(2) | 642 | 20,714,083 | - | - | 20,714,083 | |||||||||||||||
| Bitcoin remitted per Miner Lease Agreement(2) | (300 | ) | (9,451,634 | ) | - | - | (9,451,634 | ) | ||||||||||||
| Received from sale of property, plant and equipment | 9 | 345,658 | - | - | 345,658 | |||||||||||||||
| Acquisition of digital currencies | 100 | 3,932,000 | - | - | 3,932,000 | |||||||||||||||
| Digital currencies paid for services | (17 | ) | (540,723 | ) | - | - | (540,723 | ) | ||||||||||||
| Digital currencies traded for cash | (490 | ) | (12,926,520 | ) | - | - | (12,926,520 | ) | ||||||||||||
| Digital currencies for loan repayment | (415 | ) | (11,982,320 | ) | - | - | (11,982,320 | ) | ||||||||||||
| Gain on sale of digital currencies | - | (11,574,330 | ) | - | - | (11,574,330 | ) | |||||||||||||
| Revaluation adjustment(1) | - | (5,161,292 | ) | - | (2,391,830 | ) | (7,553,122 | ) | ||||||||||||
| Balance, September 30, 2022 | 161 | $ | 3,125,916 | 1,001 | $ | 1,329,162 | $ | 4,455,078 | ||||||||||||
| (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 September 30, 2022, the prices of Bitcoin and Ethereum were $19,432 (December 31, 2021 - $47,117) and $1,328 (December 31, 2021 - $3,718), respectively resulting in total revaluation loss of $7,553,122. 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 $5,060,188 was recorded on the statement of comprehensive income. |
| (2) | During the year ended December 31, 2021, the Company entered into a Miner Lease 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 that lease agreement. In connection with this agreement, as at September 30, 2022, the Company must remit 17.7 Bitcoin with a value of $821,054 which is presented in the current liabilities. |
| (3) | During the quarter ended March 31, 2022, the Company entered into a BTC rewards share arrangement with Northern Data, NY LLC, pursuant to which the parties have agreed to split a portion of the mining rewards received for the miners put in service pursuant to the arrangement. In connection with this agreement, as at September 30, 2022 Company must remit 23.3 Bitcoin with a value of $562,296 which is presented in the current liabilities. |
| -6- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 4. | Amounts receivable and prepaid expenses |
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Prepaid insurance and deposits | $ | 2,053,727 | $ | 709,575 | ||||
| Receivable from Miner Lease Agreement | 1,869,809 | 911,200 | ||||||
| Other receivable | - | 187,529 | ||||||
| $ | 3,923,536 | $ | 1,808,304 | |||||
| 5. | Property, plant and equipment |
| Data | Equipment | Leasehold | Powerplant | Powerplant | |||||||||||||||||||||||||
| Land | miners | and other | improvement | in progress | in use | Total | |||||||||||||||||||||||
| Cost | |||||||||||||||||||||||||||||
| Balance - December 31, 2020 | $ | - | $ | 5,802,789 | $ | 2,760,000 | $ | 1,040,000 | $ | - | $ | - | $ | 9,602,789 | |||||||||||||||
| Additions | - | 26,845,831 | (1) | 603,324 | - | 7,148,920 | - | 34,598,075 | |||||||||||||||||||||
| Disposal | - | (990,517 | ) | - | - | - | - | (990,517 | ) | ||||||||||||||||||||
| Balance - December 31, 2021 | - | 31,658,103 | 3,363,324 | 1,040,000 | 7,148,920 | - | 43,210,347 | ||||||||||||||||||||||
| Additions | 1,007,010 | - | 5,314,500 | 39,542 | 5,644,957 | - | 12,006,009 | ||||||||||||||||||||||
| Disposal | - | (1,253,992 | ) | - | - | - | - | (1,253,992 | ) | ||||||||||||||||||||
| Transfer asset in use | - | - | (439,381 | ) | - | (3,218,685 | ) | 3,658,066 | - | ||||||||||||||||||||
| Balance - September 30, 2022 | $ | 1,007,010 | $ | 30,404,111 | $ | 8,238,443 | $ | 1,079,542 | $ | 9,575,192 | $ | 3,658,066 | $ | 53,962,364 | |||||||||||||||
| Accumulated depreciation | |||||||||||||||||||||||||||||
| Balance - December 31, 2020 | $ | - | $ | 2,538,211 | $ | 479,888 | $ | 87,056 | $ | - | $ | - | $ | 3,105,155 | |||||||||||||||
| Depreciation | - | 2,272,602 | 577,000 | 104,000 | - | - | 2,953,602 | ||||||||||||||||||||||
| Disposal | - | (990,517 | ) | - | - | - | - | (990,517 | ) | ||||||||||||||||||||
| Balance - December 31, 2021 | - | 3,820,296 | 1,056,888 | 191,056 | - | - | 5,068,240 | ||||||||||||||||||||||
| Depreciation | - | 5,518,024 | 432,750 | 78,879 | - | 711,291 | 6,740,944 | ||||||||||||||||||||||
| Disposal | - | (1,253,992 | ) | - | - | - | - | (1,253,992 | ) | ||||||||||||||||||||
| Balance - September 30, 2022$ | - | $ | 8,084,328 | $ | 1,489,638 | $ | 269,935 | $ | - | $ | 711,291 | $ | 10,555,192 | ||||||||||||||||
| Net carrying value | |||||||||||||||||||||||||||||
| As at December 31, 2021 | $ | - | $ | 27,837,807 | $ | 2,306,436 | $ | 848,944 | $ | 7,148,920 | $ | - | $ | 38,142,107 | |||||||||||||||
| As at September 30, 2022 | $ | 1,007,010 | $ | 22,319,783 | $ | 6,748,805 | $ | 809,607 | $ | 9,575,192 | $ | 2,946,775 | $ | 43,407,172 | |||||||||||||||
| (1) | Included in this total are 10,000 high performance Bitcoin miners sourced from Northern Data AG per a definitive purchase agreement entered into on May 12, 2021. |
Pursuant to the terms of the purchase agreement, the Company has concurrently entered into a hosting agreement with Northern Data in connection with the miners, whereby Northern Data will provide services to the Company including the installation and hosting of the miners in proprietary pre-manufactured performance optimized mobile data centres to be located at Digihost’s company-owned facility.
| -7- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 6. | Right-of-use assets |
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Balance, beginning of period(1) | $ | 2,078,599 | $ | 2,413,720 | ||||
| Additions(2) | 602,172 | - | ||||||
| Depreciation | (99,213 | ) | (198,291 | ) | ||||
| Modification of lease | - | (136,830 | ) | |||||
| Balance, end of period | $ | 2,581,558 | $ | 2,078,599 | ||||
| (1) | On December 31, 2021, the Company entered into a 99 year lease for the 1001 East Delavan facility in exchange for a one time prepayment of $2.3 million. This long-term lease is treated as a lease modification of the current lease. This right-of-use asset is depreciated over 40 years. The lease for this right-of-use assets has been modified because of the prepayment as the Company has acquired the premises under a long-term lease. |
| (2) | In April 2022, the Company entered into a lease for its head office for a term of 5 years. |
| 7. | Intangible asset |
Intangible asset relates to the right of use of an electric power facility.
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Balance, beginning of period | $ | 1,443,260 | $ | 1,572,500 | ||||
| Amortization | (96,924 | ) | (129,240 | ) | ||||
| Balance, end of period | $ | 1,346,336 | $ | 1,443,260 | ||||
| 8. | Goodwill |
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Balance, beginning of period | $ | 1,346,904 | $ | 1,342,281 | ||||
| RTO transaction | - | - | ||||||
| Foreign currency translation | (101,114 | ) | 4,623 | |||||
| Balance, end of period | $ | 1,245,790 | $ | 1,346,904 | ||||
| -8- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 9. | Lease liabilities |
| The continuity of the lease liabilities are presented in the table below: | ||
| As at September 30, 2022 | As at December 31, 2021 | |||||||
| Balance, beginning of period(1) | $ | - | $ | 2,546,160 | ||||
| Additions(2) | 602,172 | - | ||||||
| Interest | 28,017 | 236,680 | ||||||
| Lease payments | (60,000 | ) | (2,647,669 | ) | ||||
| Modification of lease | - | (135,171 | ) | |||||
| Balance, end of period | $ | 570,189 | $ | - | ||||
| Current portion | $ | 87,849 | $ | - | ||||
| Non-current portion | 482,340 | - | ||||||
| Total lease liabilities | $ | 570,189 | $ | - | ||||
| (1) | On December 31, 2021, the Company entered into a 99 year lease for the 1001 East Delavan facility in exchange for a one time prepayment of $2.3 million. This long-term lease is treated as a lease modification of the current lease. Refer to note 6. |
| (2) | 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 September 30, 2022 | ||||
| Less than one year | $ | 145,800 | ||
| One to five years | 558,715 | |||
| Total undiscounted lease obligations | $ | 704,515 | ||
| 10. | Loans payable |
| As at | As at | |||||||
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Balance, beginning of the period | $ | - | $ | 2,543,083 | ||||
| New loans(1) | 10,000,000 | 1,432,000 | ||||||
| Repayment of loans | (10,000,000 | ) | (3,975,083 | ) | ||||
| Balance, end of the period | $ | - | $ | - | ||||
| (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. |
| 11. | Mortgage payable |
In June 2022, the Company purchased a property and assumed a mortgage of $1,250,000. The mortgage is payable $50,000 a month for 25 months beginning after the execution of a Rider Agreement with the Alabama Public Service Commission. In September 2022, the Company renegotiated the terms of the purchase and reduced the purchase price and mortgage by $137,500.
| -9- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 12. | 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 September 30, 2022:
| Number of warrants | Amount | |||||||
| Balance, December, 2021 | 9,098,514 | $ | 31,943,365 | |||||
| Warrants issued | 3,029,748 | 6,756,137 | ||||||
| Warrants cancelled (note 13(b)(viii)) | (3,029,748 | ) | (5,887,616 | ) | ||||
| Pre-funded warrants issued (note 13(b)(viii)) | 300,000 | 1,022,915 | ||||||
| Pre-funded warrants exercised (note 13(b)(viii)) | (300,000 | ) | (1,022,915 | ) | ||||
| Revaluation of warrant liabilities | - | (30,229,221 | ) | |||||
| Balance, September 30, 2022 | 9,098,514 | $ | 2,582,665 | |||||
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 September 30, | As at December 31, | |||||||
| 2022 | 2021 | |||||||
| Spot price (in CAD$) | $ | 0.96 | $ | 5.97 | ||||
| Risk-free interest rate | 3.72 | % | 1.03 | % | ||||
| Expected annual volatility | 143 | % | 147 | % | ||||
| Expected life (years) | 2.23 | 2.72 | ||||||
| Dividend | nil | nil | ||||||
The following table reflects the Company's warrants outstanding and exercisable as at September 30, 2022:
Expiry date | Warrants outstanding and exercisable | Weighted average exercise price (CAD$) |
||||||||||
| March 16, 2024 | 1,872,659 | 9.420 | ||||||||||
| June 18, 2024 | 2,083,334 | 5.970 | ||||||||||
| April 9, 2025 | 2,112,773 | 7.110 | ||||||||||
| September 9, 2025 | 3,029,748 | 6.25 | ||||||||||
| 9,098,514 | 7.04 | |||||||||||
| -10- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 13. | 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 |
Period ended September 30, 2021
(i) On December 7, 2020, the Company announced that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 667,894 of its subordinate voting shares for cancellation (the “Bid”). The Company received acceptance from the TSXV to commence the Bid on December 10, 2020. The Bid was terminated on December 10, 2021. As at September 30, 2021, the Company repurchased and cancelled 379,600 subordinate voting shares for a total repurchase price of $394,377.
(ii) On February 9, 2021, the Company issued 66,667 subordinate voting shares to settle a debt of $40,000 with two third-party creditors.
(iii) On January 8, 2021, the Company closed a non-brokered private placement for 116,625 subordinate voting shares for CAD$2.43 for gross proceeds of $220,551 (CAD$283,400).
(iv) On February 18, 2021, the Company closed a non-brokered private placement financing for 1,646,090 subordinate voting shares for CAD$2.43 for gross proceeds of $3,124,018 (CAD$4,000,000). In connection with the private placement, the Company will pay a commission of 49,383 shares to third party advisors.
(v) On March 16, 2021, the Company closed a non-brokered private placement financing for 3,121,099 units for CAD$8.01 per unit for gross proceeds of $19,985,611 (CAD$25 million). 3,121,099 subordinate voting shares of the Company and warrants to purchase 3,121,099 subordinate voting shares were issued. The warrants have an exercise price of CAD$9.42 per per subordinate voting share and exercise period of three years from the issuance date.
H.C. Wainwright & Co. acted as the exclusive placement agent and received cash commission and expenses totalling $1,978,303 and 249,688 non-transferable broker warrants. Each broker warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$10.01 at any time for a period of three years from the issuance date.
(vi) On April 9, 2021, the Company closed a non-brokered private placement financing for 3,894,081 units for CAD$6.42 per unit for gross proceeds of $19,748,795 (CAD$25 million). 3,894,081 subordinate voting shares of the Company and warrants to purchase 3,894,081 subordinate voting shares were issued. The warrants have an exercise price of CAD$7.11 per subordinate voting share and exercise period of four years from the issuance date.
H.C. Wainwright & Co. acted as the exclusive placement agent and received cash commission and expenses totalling $1,695,460 and 311,526 non-transferable broker warrants. Each broker warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$8.025 at any time for a period of four years from the issuance date.
| -11- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 13. | Share capital (continued) |
Period ended September 30, 2021 (continued)
(vii) On June 18, 2021, the Company closed a non-brokered private placement financing for 2,777,779 units for CAD$5.40 per unit for gross proceeds of $12,025,016 (CAD$15 million). 2,777,779 subordinate voting shares of the Company and warrants to purchase 2,083,334 subordinate voting shares were issued. The warrants have an exercise price of CAD$5.97 per subordinate voting share and exercise period of three years from the issuance date.
H.C. Wainwright & Co. acted as the exclusive placement agent and received cash commission and expenses totalling $1,164,466 and 222,222 non-transferable broker warrants. Each broker warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$6.75 at any time for a period of three years from the issuance date.
Period ended September 30, 2022
(viii) 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 proceeds of $10,424,453 (CAD$13,330,861). 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. 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 fair value. The Pre-Funded Warrants were exercised in September 2022, the financial liability together with the cash received of $30 was then accounted as an increase in share capital of $1,022,915.
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.
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.
(ix) 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 September 30, 2022, the Company repurchased and cancelled 165,200 subordinate voting shares for a total repurchase price of $255,525.
| -12- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 14. | Warrants |
| Number of Warrants | Weighted Average Exercise Price (CAD$) | |||||||
| Balance, December 31, 2020 | 36,858 | 5.25 | ||||||
| Issued (note 13(b)(v)(vi)(vii)) | 9,881,950 | 7.68 | ||||||
| Expired | (36,858 | ) | 5.25 | |||||
| Balance, September 30, 2021 | 9,881,950 | 7.68 | ||||||
| Balance, December 31, 2021 | 9,881,950 | 7.69 | ||||||
| Issued (note 13(b)(viii)) | 3,572,128 | 6.09 | ||||||
| Exercised | (300,000 | ) | 4.40 | |||||
| Cancelled | (3,029,748 | ) | 8.06 | |||||
| Balance, September 30, 2022 | 10,124,330 | 7.12 | ||||||
The following table reflects the warrants issued and outstanding as of September 30, 2022:
Number of |
Exercise | Weighted Average Contractual Life (years) |
Expiry Date | |||||||||
| 1,872,659 | 9.42 | 1.46 | March 16, 2024 | |||||||||
| 249,688 | 10.01 | 1.46 | March 16, 2024(1) | |||||||||
| 2,083,334 | 5.97 | 1.72 | June 18, 2024 | |||||||||
| 222,222 | 6.75 | 1.72 | June 18, 2024(1) | |||||||||
| 2,112,773 | 7.11 | 2.53 | April 9, 2025 | |||||||||
| 311,526 | 8.025 | 2.53 | April 9, 2025(1) | |||||||||
| 3,029,748 | 6.25 | 2.95 | September 9, 2025 | |||||||||
| 242,380 | 6.25 | 2.95 | September 9, 2025(1) | |||||||||
| 10,124,330 | 7.12 | 2.25 | ||||||||||
(1) Broker warrants.
| -13- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
15. | 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 Exercise Price (CAD$) | |||||||
| Balance, December 31, 2020 | 625,000 | 2.88 | ||||||
| Granted (i)(ii)(iii)(iv)(v) | 1,823,497 | 6.03 | ||||||
| Balance, September 30, 2021 | 2,448,497 | 5.22 | ||||||
Balance, December 31, 2021 | 2,345,165 | 5.28 | ||||||
| Expired / cancelled | (1,153,331 | ) | 5.46 | |||||
| Balance, September 30, 2022 | 1,191,834 | 5.11 | ||||||
(i) On January 5, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 550,164 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$3.75 and expire on January 5, 2026. The stock options vest fully on the six- month anniversary of the date of grant.
A value of CAD$2.76 per option was estimated for the 550,164 stock options on the date of grant with the following assumptions and inputs: share price of CAD$3.03; exercise price of CAD$3.75; expected dividend yield of 0%; expected volatility of 155% which is based on comparable companies; risk-free interest rate of 0.39%; and an expected average life of five years.
(ii) On February 24, 2021, the Company granted stock options to consultants of the Company to acquire an aggregate of 50,000 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$13.92 and expire on February 24, 2026. The stock options vested immediately.
A value of CAD$12.78 per option was estimated for the 50,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$13.92; exercise price of CAD$13.92; expected dividend yield of 0%; expected volatility of 155% which is based on comparable companies; risk-free interest rate of 0.73%; and an expected average life of five years.
(iii) On March 26, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 533,333 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$7.47 and expire on March 25, 2026. The stock options vest fully on the six- month anniversary of the date of grant.
A value of CAD$6.87 per option was estimated for the 533,333 stock options on the date of grant with the following assumptions and inputs: share price of CAD$7.47; exercise price of CAD$7.47; expected dividend yield of 0%; expected volatility of 155% which is based on comparable companies; risk-free interest rate of 0.90%; and an expected average life of five years.
| -14- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 15. | Stock options and restricted share units (continued) |
(iv) On May 17, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 430,000 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$7.35 and expire on May 17, 2026. The stock options vest fully on the six- month anniversary of the date of grant.
A value of CAD$6.09 per option was estimated for the 430,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$7.86; exercise price of CAD$7.35; expected dividend yield of 0%; expected volatility of 105% which is based on comparable companies; risk-free interest rate of 0.95%; and an expected average life of five years.
(v) On June 22, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 260,000 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$4.20 and expire on June 22, 2026. The stock options vest fully on the six- month anniversary of the date of grant.
A value of CAD$3.06 per option was estimated for the 260,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$4.02; exercise price of CAD$4.20; expected dividend yield of 0%; expected volatility of 105% which is based on comparable companies; risk-free interest rate of 0.95%; and an expected average life of five years.
The underlying expected volatility of all option grants was determined by reference to historical data of comparable companies share price over the expected stock option life.
The following table reflects the stock options issued and outstanding as of September 30, 2022:
Expiry Date |
Exercise | Weighted Average Remaining Contractual Life (years) |
Number of | Number of Options Vested (exercisable) |
Number of | |||||||||||||||
| February 14, 2025 | 2.88 | 2.63 | 408,334 | 408,334 | - | |||||||||||||||
| January 5, 2026 | 3.75 | 3.52 | 258,498 | 258,498 | - | |||||||||||||||
| February 24, 2026 | 13.92 | 3.66 | 50,000 | 50,000 | - | |||||||||||||||
| March 25, 2026 | 7.47 | 3.74 | 233,334 | 233,334 | - | |||||||||||||||
| May 17, 2026 | 7.35 | 3.88 | 155,000 | 155,000 | - | |||||||||||||||
| June 22, 2026 | 4.20 | 3.98 | 86,668 | 86,668 | - | |||||||||||||||
| 5.11 | 3.09 | 1,191,834 | 1,191,834 | - | ||||||||||||||||
| -15- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 15. | Stock options and restricted share units (continued) |
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.
| (b) | Restricted share units |
The following table reflects the continuity of RSUs for the periods ended September 30, 2022 and 2021:
| Number of RSUs | ||||
| Balance, December 31, 2020 and September 30, 2021 | - | |||
| Balance, December 31, 2021 | - | |||
| Granted | 1,449,250 | |||
| Cancelled | (10,000 | ) | ||
| Balance, September 30, 2022 | 1,439,250 | |||
During the nine months ended September 30, 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.
For the three and nine months ended September 30, 2022, the Company recorded share based compensation expense for these RSU's of $846,345 and $2,483,928 respectively, (three and nine months ended September 30, 2021 - $nil).
| 16. | Income (loss) per share |
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net income (loss) for the period | $ | (1,676,808 | ) | $ | (5,065,936 | ) | $ | 14,071,248 | $ | 5,016,746 | ||||||
| Net income (loss) per share - basic and diluted | $ | (0.06 | ) | $ | (0.20 | ) | $ | 0.52 | $ | 0.24 | ||||||
| Weighted average number of shares outstanding - basic and diluted | 27,759,973 | 24,978,110 | 27,022,331 | 20,674,355 | ||||||||||||
(i) Diluted income (loss) per share does not include the effect of warrants and stock options as they are anti-dilutive.
| -16- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 17. | 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:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Professional fees (1) | $ | 36,167 | $ | 18,849 | $ | 195,605 | $ | 72,239 | ||||||||
| Salaries (1) | 222,756 | - | 653,400 | - | ||||||||||||
| Share based compensation(2) | 793,865 | 2,500,175 | 2,330,597 | 5,248,423 | ||||||||||||
| $ | 1,052,788 | $ | 2,519,024 | $ | 3,179,602 | $ | 5,320,662 | |||||||||
(1) Represents the professional fees and salaries paid to officers and directors.
(2) Represents the share based compensation for officers and directors.
| 18. | Additional information on the nature of comprehensive income (loss) components |
| Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Expenses for employee benefits | ||||||||
| Operating and maintenance costs | $ | 365,460 | $ | 349,833 | ||||
| Professional fees | 195,605 | 72,239 | ||||||
| Share based compensation | 2,483,928 | 6,538,261 | ||||||
| $ | 3,044,993 | $ | 6,960,333 | |||||
| Net financial expenses | ||||||||
| Interest on loans | $ | 238,204 | $ | 96,134 | ||||
| Interest on lease liabilities | 28,017 | 177,516 | ||||||
| $ | 266,221 | $ | 273,650 | |||||
| -17- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 19. | Segmented reporting |
The Company has one operating segment being cryptocurrency mining located in the United States. The operations of the Company are located in two geographic locations, Canada and the United States. Geographic segmentation is as follows:
| As at September 30, 2022 | Canada | United States | Total | |||||||||
| Current assets | $ | 29,023 | $ | 11,587,833 | $ | 11,616,856 | ||||||
| Non-current assets | 1,245,790 | 48,141,066 | 49,386,856 | |||||||||
| Total assets | $ | 1,274,813 | $ | 59,728,899 | $ | 61,003,712 | ||||||
| As at December 31, 2021 | Canada | United States | Total | |||||||||
| Current assets | $ | 179,396 | $ | 36,036,609 | $ | 36,216,005 | ||||||
| Non-current assets | 1,346,904 | 42,463,966 | 43,810,870 | |||||||||
| Total assets | $ | 1,526,300 | $ | 78,500,575 | $ | 80,026,875 | ||||||
| 20. | Financial instruments and risk management |
Fair value
The fair value of the Company’s financial instruments, including cash, amounts receivable, accounts payable and accrued liabilities, pre-funded warrants liability, amount owing for Miner Lease Agreement, loans payable, deposit payable approximates their carrying value due to their short-term nature. Promissory note receivable is due from an arm's length third party, the fair value of this note are measured using relevant market input (Level 3). Digital currencies are measured at fair value using the quoted price on Coinmarketcap (Level 2).
Risks
The Company is exposed to a variety of financial related 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, promissory note receivable and loan 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, promissory note receivable and loan receivable as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.
| -18- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 20. | Financial instruments and risk management (continued) |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by maintaining cash balances to ensure that it is able to meet its short term and long- term obligations as and when they fall due. The Company manages 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 Corporation’s significant financial liabilities based on the remaining period from the balance sheet date to the contractual maturity date:
| As at September 30, 2022 | Payments by period | |||||||||||||||||||||||
| Less than | More than | Carrying | ||||||||||||||||||||||
| 1 year | 1-3 years | 4-5 years | 5 years | Total | Value | |||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 646,087 | $ | - | $ | - | $ | - | $ | 646,087 | $ | 646,087 | ||||||||||||
| Amount owing - Miner Lease Agreement | 1,383,350 | - | - | - | 1,383,350 | 1,383,350 | ||||||||||||||||||
| Deposit payable | - | 138,541 | - | - | 138,541 | 138,541 | ||||||||||||||||||
| Lease liabilities | 145,800 | 304,853 | 253,862 | - | 704,515 | 704,515 | ||||||||||||||||||
| Mortgage payable | 534,000 | 534,000 | - | - | 1,068,000 | 1,068,000 | ||||||||||||||||||
| $ | 2,709,237 | $ | 977,394 | $ | 253,862 | $ | - | $ | 3,940,493 | $ | 3,940,493 | |||||||||||||
| As at December 31, 2021 | Payments by period | |||||||||||||||||||||||
| Less than | More than | Carrying | ||||||||||||||||||||||
| 1 year | 1-3 years | 4-5 years | 5 years | Total | Value | |||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 2,272,850 | $ | - | $ | - | $ | - | $ | 2,272,850 | $ | 2,272,850 | ||||||||||||
| Amount owing - Miner Lease Agreement | 2,940,412 | - | - | - | 2,940,412 | 2,940,412 | ||||||||||||||||||
| Deposit payable | - | 1,788,500 | - | - | 1,788,500 | 1,788,500 | ||||||||||||||||||
| $ | 5,213,262 | $ | 1,788,500 | $ | - | $ | - | $ | 7,001,762 | $ | 7,001,762 | |||||||||||||
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.
The Company’s functional and presentation currency is the US dollar. 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 September 30, 2022 and December 31, 2021, the foreign currency risk was considered minimal.
| -19- |
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2022
(Expressed in United States Dollars) (Unaudited)
| 20. | Financial instruments and risk management (continued) |
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 September 30, 2022, 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 $445,508 (December 31, 2021 - $3,055,157).
| 21. | 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 period ended September 30, 2022.
-20-
Exhibit 99.2
DIGIHOST TECHNOLOGY INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Introduction
The following management’s discussion & analysis (“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 nine-month periods ended September 30, 2022. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This MD&A should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2021 and 2020, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s unaudited condensed consolidated interim financial statements and the financial information contained in this 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. Information contained herein is presented as of November 14, 2022, unless otherwise indicated all financial information is expressed in United States dollars, unless otherwise stated.
The effective date of this MD&A is November 14, 2022.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers 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 common 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, evaluates 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 or on the System for Electronic Documents Analysis and Retrieval (“SEDAR”) and is available for review under the Company's profile on the SEDAR website (www.sedar.com).
Page | 2
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Description of Business
Digihost along with its US operating subsidiaries (together “Digihost” or the "Company") is a blockchain technology company currently focused on Bitcoin mining. The Company’s growth-oriented strategy is to continuously exploit opportunities to increase mining hash rate and reduce energy costs. The Company currently has two operating facilities, utilizing low emission electrical power from the grid, that are focused on validation through mining, hosting solutions and blockchain software solutions.
Digihost currently operates from facilities in Buffalo and North Tonawanda in upstate New York and has a fleet of approximately 12,000 miners of which approximately 7,000 miners are currently in operation providing operating capacity of approximately 650 PH. The Company is running at a combined operating capacity of 25MW of power in New York with the potential of adding an additional 40MW of power at the North Tonawanda facility upon the closing of the Company’s previously announced power plant acquisition. This incremental 40 MW of power would provide Digihost with additional operating capacity of approximately 1.05 EH for a combined mining capacity of 1.7 EH.
At the Company’s new facility in Alabama acquired in June of this year, Digihost is completing its phase 1 development of 22MW of high voltage infrastructure and anticipates that mining operations will commence before the end of Q4 of 2022. The completion of phase 1 will provide the Company with additional operating capacity of approximately 575 PH resulting in combined mining capacity at Digihost’s three sites of approximately 2.3 EH. The Company is also in discussions with its Alabama power provider for an additional 33MW of power to be available at site in Q1 of 2023 with the potential to provide Digihost with additional mining capacity of approximately 860 PH.
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 for 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 Q1 of 2022 the Company began to monetize a portion of Bitcoin mined to fund the Company’s operating costs and SG&A expenses, thereby removing the need to access equity markets to fund these costs.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Highlights
Financings
| · | On March 6, 2022, the Company announced it had entered into a private placement with a single institutional investor, for gross proceeds of approximately CAD$13.3 million, comprised of 3,029,748 subordinate voting shares of the Company (or subordinate voting share equivalents) and warrants to purchase up to 3,029,748 subordinate voting shares, at a purchase price of CAD$4.40 per subordinate voting share and associated warrant. 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. |
H.C. Wainwright & Co. acted as the exclusive placement agent and received cash commission and expenses totaling $1,066,471 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 years from the issuance date.
In connection with the private placement, the investor has agreed to cancel existing warrants to purchase up to 1,248,440 common subordinate voting shares of the Company at an exercise price of CAD$9.42 per share issued in March 2021 expiring on March 18, 2024, and the existing warrants to purchase up to 1,781,308 common subordinate voting shares of the Company at an exercise price of CAD$7.11 issued in April 2021 expiring on April 9, 2025. H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
Acquisitions and Joint Ventures
| · | On June 22, 2022, the Company announced that it had completed its previously announced transaction with Grede II, LLC to acquire property in the state of Alabama in order to expand the Company’s current operational capacity. The total cash consideration paid for the property by the Company was $1.5 million, with an additional $1.25 million to be paid in 25 equal monthly installments of $50,000 per month. In September 2022, the Company renegotiated the terms of the purchase and reduced the purchase price and mortgage by $137,500. |
Digihost has commenced the construction and development of the facilities in Alabama, bringing the property to a hashing capacity of 22 MW with the mission of starting to mine BTC by the end of the fourth quarter of 2022 and a total of 55 MW by the end of the first quarter of 2023 once further upgrades are made to the facility’s electrical substation. The Company will send a portion of its existing fleet of miners to Alabama to enable Digihost to benefit from the lower direct energy costs it has contracted from Alabama Power, and thereby reduce the Company’s overall operating costs.
Mining Operations
Bitcoin
As of September 30, 2022, the Company held a total of 160.86 bitcoins with an approximate inventory value of $3.1 million based on the BTC price as of that date. For the nine-month period ended September 30, 2022, Digihost mined a total of 641.64 bitcoins compared to 425.12 for the nine-month period ended September 30, 2021, an increase of 51%.
For the three-month period ended September 30, 2022, Digihost mined a total of 202.78 bitcoins compared to 133.02 for the three-month period ended September 30, 2021, an increase of 52%.
Page | 4
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
The market value of the miners in the Company’s inventory as of this MD&A is approximately $30M.
Ethereum
As of September 30, 2022, the Company held a total of 1,000.89 ETH with an approximate inventory value of $1.3M based upon the ETH price on September 30, 2022.
Updates and Expansion
The Company continues to move forward with closing matters and approval requirements regarding its previously announced acquisition of a 60 MW power plant in North Tonawanda, NY. The Company’s hashing power in New York State will remain at approximately 650 PH/s until the acquisition is finalized.
The Company closed its acquisition of 25 acres of land in North Carolina during Q3 in order to accommodate a 200MW power infrastructure project that is expected to be developed on a joint venture basis and potentially be ready for mining operations in Q3/Q4 of 2023. The Company is currently in discussions with potential JV partners and negotiating the amount of available power for the site.
As disclosed by Digihost on October 14, 2022, the Company received notification from Nasdaq Stock Market LLC (“Nasdaq”) that the bid price for the Company’s listed shares, for the consecutive 30-day period ended October 9, 2022, had closed below the $1.00 requirement for continued listing on Nasdaq. The Company has been provided with an initial 6-month period ending April 10, 2023, to achieve a closing bid price at or above $1.00 for 10 consecutive business days in order to regain compliance. If compliance has not been regained by April 10, 2023, the Company may be granted a further 6-month period to achieve compliance. The Company is exploring options to regain compliance in the next 6 months, such considerations including a possible share consolidation; however, management remains confident that its projected growth trajectory in mining capacity over the next 6 months should provide the necessary catalyst to help the Company resolve the deficiency and regain compliance.
Green Initiative
Currently, 90% of the energy consumed by Digihost’s two operations in New York State is received from generating sources that create zero-carbon emissions, with more than 50% of the energy consumed being generated from renewable sources. As Digihost intends to purchase and bring online its own power generation facilities, the Company will focus on powering these facilities using “bridge” power sources for low-carbon or renewable sources of energy where available. Additionally, the Company will also explore CO2 emission capture technology available in the market.
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. |
| · | 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 will be able to generate accountability reports and to advise Directors and Shareholders on efforts to minimize the Company’s the carbon footprint. |
Page | 5
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
At-the-Market Offering
On March 4, 2022, the Company entered into an offering agreement with H.C. Wainwright & Co., LLC as agent, pursuant to which the Company established an at-the-market equity program (the “ATM Program”). During the three months ended September 30, 2022, the Company issued 2,100 subordinate voting shares at an average share price of $1.1757, being all of the securities issued pursuant to the ATM Program from the commencement of the ATM Program through to the date hereof.
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”) 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.
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. As of the date of this MD&A, Gemini is only responsible for safeguarding the cryptocurrency assets as of the Company, however Gemini has the infrastructure to process cryptocurrency asset payments and the Company may use Gemini to sell digital currencies should the Company elect to do so. 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 the majority of the 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$200 million in cold storage insurance coverage backing its digital asset custody, one of the highest levels of regulatory certifications in the market and US$90 million in hot storage insurance. The Company has utilized both cold and hot storage for its digital crypto assets with Gemini, however, 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 which 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.
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. 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.
Page | 6
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
In general, a SOC 2 Type II certification is issued by an outside auditor and 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.
EBITDA – NON-GAAP MEASURE
“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. Management believes “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.
|
Nine months ended | ||
| 2022 | 2021 | |
| $ | $ | |
| Income before other items | 14,071,248 | 5,016,746 |
| Taxes and Interest | (1,299,263) | 1,771,735 |
| Depreciation | 6,876,840 | 2,362,810 |
| EBITDA | 19,648,825 | 9,151,291 |
Page | 7
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Selected Financial Information
|
Period ended September 30, 2022 ($) |
Year ended December 31, 2021 ($) |
Year ended December 31, 2020 ($) | |
| Revenue | 18,507,951 | 24,952,344 | 3,553,362 |
| Net income (loss) | 14,071,248 | 289,345 | (5,190,713) |
| Net income (loss) per share – basic and diluted | 0.52 | 0.01 | (0.15) |
|
Period ended September 30, 2022 ($) |
Year ended December 31, 2021 ($) |
As at December 31, 2020 ($) | |
| Total assets | 61,003,712 | 80,026,875 | 16,519,601 |
| Total long-term liabilities | 3,737,546 | 36,246,608 | 3,003,037 |
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
|
Three Months Ended |
Revenues ($) |
Net Income or (Loss) | ||
|
Total ($) |
Per Share - Basic ($) |
Per Share - Diluted ($) | ||
| 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 |
| 2021-December 31 | 9,586,962 | 1,266,031 | 0.01 | 0.01 |
| 2021-September 30 | 5,485,754 | (771,154) | (0.02) | (0.02) |
| 2021-June 30 | 5,112,553 | 9,769,010 | 0.44 | 0.44 |
| 2021-March 31 | 4,767,075 | 313,672 | 0.11 | 0.11 |
| 2020-December 31 | 1,187,362 | (959,580) | (0.02) | (0.02) |
The Company is generally not subject to seasonality. Factors that may impact revenues and profitability include Bitcoin price, network difficulty, foreign currency fluctuations and the Company’s hashrate.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Results of Operations
For the three months ended September 30, 2022, compared to the three months ended September 30, 2021:
For the three months ended September 30, 2022, the Company’s net loss was $1,676,808 compared to $5,065,936 for the three months ended September 30, 2021. Highlights of the quarter include:
Revenue
Revenue from Bitcoin mining was $3,735,014 for the period ended September 30, 2022, compared to $5,485,754 for the period ended September 30, 2021.
During the three-month period ended September 30, 2022, the Company mined 202.78 Bitcoins at an average Bitcoin price of US$21,252 (from CoinMarketCap) compared to the period ended September 30, 2021, where the Company mined 133.02 Bitcoins at an average price of Bitcoin of US$41,989 (from CoinMarketCap).
The most significant factor impacting the decrease in the Company’s revenues in Q3 2022 versus Q3 2021 was the decline in average Bitcoin price mentioned above, as despite the growth of the organization’s mining operation (hashrate went from approximately 200 PH/s as of September 30, 2021, to approximately 650 PH/s as of September 30, 2022) the price suppression led to the decline.
Cost of Sales
The Company’s cost of sales was $7,496,022 for the three-month period ended September 30, 2022, compared to $2,773,409 for the period ended September 30, 2021.
The overall increase in cost of sales was due to the increase in energy and infrastructure expenses along with an increase in depreciation and amortization expense. Energy and infrastructure expenses increased by $2,941,378 year over year due to the recognition of expense per the Company’s Miner Lease Agreement with Northern Data. This agreement along with the Company adding new miners significantly increased its hashrate from approximately 200 Petahash as of September 30, 2021 to approximately 650 PH/s as of September 30, 2022. Depreciation and amortization expense increased by $1.78 million in Q3 2022 as compared to Q3 2021 as a significant portion of the Company’s new miners and electrical infrastructure were placed into service during the first nine months of 2022.
General, Administrative & Other Expenses
The Company’s general, administrative, and other expenses had a positive impact of $3,493,575 for the three-month period ended September 30, 2022, compared to an expense of $796,342 in the same period of 2021.
The variance from Q3 2021 is due to a positive FX gain of $3.7 million in the current period (2021: $0.6million) along with a positive revaluation of warrant liabilities of $1.7 million (2021: Loss of $4.29 million).
For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021:
For the nine months ended September 30, 2022, the Company’s net income was $14,071,248 compared to $5,016,746 for the nine months ended September 30, 2021. Highlights of the quarter include:
Revenue
Revenue from Bitcoin mining was $18,507,951 for the period ended September 30, 2022, compared to $15,365,382 for the period ended September 30, 2021.
During the nine-month period ended September 30, 2022, the Company mined 641.64 Bitcoins at an average Bitcoin price of US$31,634 (from CoinMarketCap) compared to the period ended September 30, 2021, where the Company mined 425.12 Bitcoins at an average price of Bitcoin of US$44,427 (from CoinMarketCap).
The most significant factors impacting the increase in the Company’s revenues in Q3 2022 versus Q3 2021 were the growth of the organization’s mining operation (hashrate went from approximately 200 PH/s as of June 30, 2021, to approximately 650 PH/s as of September 30, 2022) and the commencement of revenues associated with the Miner Lease Agreement with Northern Data, which offset the decrease in average Bitcoin price mentioned above.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Cost of Sales
The Company’s cost of sales was $20,827,374 for the nine-month period ended September 30, 2022, compared to $7,597,200 for the nine-month period ended September 30, 2021.
The overall increase in cost of sales was due to the increase in energy and infrastructure related expenses in both New York and Alabama along with an increase in depreciation and amortization expense. Energy and infrastructure expenses increased by $8,716,144 year over year primarily due to the recognition of expense per the Company’s Miner Lease Agreement with Northern Data of $6.38 million. This agreement coupled with the Company adding new miners significantly increased its hashrate from approximately 200 Petahash as of September 30, 2021 to approximately 650 PH/s as of September 30, 2022. Depreciation and amortization expense increased by $4.51 million in during the first nine months of 2022 as compared to the same period in 2021 as a significant portion of the Company’s new miners and electrical infrastructure were placed into service during this time period.
General, Administrative & Other Expenses
The Company’s general, administrative, and other expenses had a positive balance of $15,091,408 for the nine-month period ended September 30, 2022, compared to an offset of expense of $979,701 in the same period of 2021.
The variance from the first nine months of 2021 is due to the loss on sale of digital currencies of $11.57 million during 2022 which were incurred to fund operations and repay the Company’s BTC backed loan. This expense was offset by the revaluation of the warrant liabilities which resulted in a gain of $30.23 million, causing the overall good news in this expense category. In 2021, the Company had no sales of digital currency and recognized a revaluation of warrant liabilities gain of $5.99 million.
Cash flows
Operating Activities
Cash provided by operating activities for the period ended September 30, 2022, was $4,012,460 as compared cash used by operating activities of $5,608,397 for the period ended September 30, 2021. The difference is primarily attributed to digital assets mined which were liquidated for cash, totaling $36.48 million in the first nine months of 2022, versus $nil in the prior year period, which offset other operating activity adjustments in the current year.
Investing Activities
Cash used in investing activities for the reporting period ended September 30, 2022, was $10,984,405 as compared to $24,249,559 for the period ended September 30, 2021. In the current year, cash of $11,029,405 was used for the purchase of equipment in comparison to $24,249,559 of equipment procured in the prior year.
Financing Activities
Cash provided by financing activities for the reporting period ended September 30, 2022, was $8,952,914 as compared to $47,113,466 for the period ended September 30, 2021. The Company received proceeds from a private placement of $8,290,024 and proceeds from pre-funded warrants of $1,022,915. Loan funds received $10,000,000 were paid off in full during the second quarter of 2022. The driver of the cash provided for the period ended September 30, 2021, were proceeds from private placements of $50,265,763.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Liquidity and Financial Position
As of September 30, 2022, the Company had working capital of $8,965,570, with digital currencies of $4,552,237 (which includes call options of approximately $100k). The Company commenced earning revenue from digital currency mining in mid-February 2020, however it has limited history and no assurance that historical performance will be indicative of future performance.
The Company’s strong working capital position is primarily due to the funds raised from private placements during 2021 and 2022, and the accumulation of 161 Bitcoin with a fair value approximating $3.1 million as of September 30, 2022. Proceeds from prior placements were primarily used by the Company to acquire property, plant and equipment and make deposits to secure orders of Mining hardware and electrical distribution equipment and to repay loans payable.
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. In order to achieve its long-term 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. The Company presently anticipates that additional financing maybe required to acquire additional power generation facilities in the future in order to meet the Company’s objective of obtaining access to an additional 100MW of power by the end of 2023. The Company also anticipates that additional financing will be required to purchase the miners required to utilize its maximum capacity.
Digihost may manage its capital structure by issuing equity, seeking financing through loan products, adjusting capital spending, 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 interest payments every calendar quarter commencing March 31, 2022. 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 September 30, 2022, the Company had recognized interest of $18,000.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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:
|
Period ended September 30, 2022 |
Period ended September 30, 2021 | |
| Professional fees (1) | 195,605 | 72,239 |
| Salaries (1) | 653,400 | - |
| Share based compensation (2) | 2,330,597 | 5,248,423 |
| Total | $3,179,602 | $5,320,662 |
(1) Represents the professional fees and salaries paid to officers and directors.
(2) Represents the share-based compensation for officers and directors.
Share Capital
On October 26, 2021, the Company announced it would effect the consolidation of its outstanding subordinate voting shares and proportionate voting shares of the Company on the basis of three (3) pre-consolidation shares for every one (1) post-consolidation share in order to facilitate a listing of its subordinate voting shares on the Nasdaq. The subordinate voting share began trading on the TSX Venture Exchange (“TSXV”) on a consolidated basis and with a new CUSIP number on October 28, 2021. As a result of the Consolidation, the outstanding subordinate voting shares of the Company were reduced to approximately 25,029,610 Shares.
As at September 30, 2022, the Company has 27,822,813 common shares outstanding.
As at September 30, 2022, the Company had issued 1,191,834 stock options, 1,439,250 restricted share units and 9,824,330 warrants.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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 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 cryptocurrency mining pool in which it participates. Revenue is measured based on the fair value of the digital currencies received. The fair value is determined using the spot price of the digital currencies on the date of receipt. Digital currencies are considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured.
(e) Digital currencies
Digital currencies consist of Bitcoin. 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.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Digital currencies are measured at fair value using the quoted price on Cryptocompare. Cryptocompare is a pricing aggregator, as the principal market or most advantageous market is not always known. 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 an average of quoted prices on multiple digital currency exchanges.
(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 |
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.
(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.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
(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; |
| · | 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. |
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.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
(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.
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.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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) Business combination
Management uses judgement to determines whether assets acquired, and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(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) 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.
(v) 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.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
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.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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.
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, 2021, dated March 28, 2022 available on SEDAR at www.sedar.com and the Risk Factors contained the Company’s various filings on SEDAR.
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 ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results, and prospects of the Company;
- the impact of the Bitcoin Halving in May 2020 on the price of BTC 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;
- 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; and
- industry conditions pertaining to the cryptocurrency industry;
- the other factors discussed under “Risk Factors”.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR at www.sedar.com.
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Exhibit 99.3
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Michel Amar, Chief Executive Officer of Digihost Technology Inc., certify the following:
- Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Digihost Technology Inc., (the “issuer”) for the interim period ended September 30, 2022.
- No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
- Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings.
Date: November 14, 2022
/s/ “Michel Amar”
Michel Amar
Chief Executive Officer
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NOTE TO READER
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), this 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 this 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 financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’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 this 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. |
Exhibit 99.4
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Paul Ciullo, Chief Financial Officer of Digihost Technology Inc., certify the following:
- Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Digihost Technology Inc., (the “issuer”) for the interim period ended September 30, 2022.
- No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
- Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings.
Date: November 14, 2022
/s/ “Paul Ciullo”
Paul Ciullo
Chief Financial Officer
|
NOTE TO READER
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), this 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 this 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 financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’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 this 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. |