6-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto, OntarioM5C 1T4(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
On October 1, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report that included a copy of a press release, a copy of which is attached hereto as Exhibit 99.1.
See “Exhibits” below.
Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Material Change Report dated October 1, 2024 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DIGIHOST TECHNOLOGY INC. | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: October 1, 2024 |
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Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
|---|
Digihost Technology Inc.
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
| Item 2 | Date of Material Change |
|---|
October 1, 2024
| Item 3 | News Release |
|---|
The press release attached as Schedule “A” was released on October 1, 2024 through an approved Canadian newswire service.
| Item 4 | Summary of Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 5 | Full Description of Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| Item 7 | Omitted Information |
|---|
Not applicable.
| Item 8 | Executive Officer |
|---|
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michel@digihostblockchain.com
| Item 9 | Date of Report |
|---|
October 1, 2024
SCHEDULE“A”
DIGIHOSTPROVIDES SEPTEMBER 2024 PRODUCTION UPDATE AND TIER 3 DATA CENTER INITIATIVE
Houston, TX – October 1, 2024 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq / TSXV: DGHI), an innovative U.S. based blockchain technology and computer infrastructure company, is pleased to provide unaudited comparative Bitcoin (“BTC”) production results for the month ended September 30, 2024, combined with an operations update. All monetary references are expressed in USD unless otherwise indicated.
Monthly Production Highlights for September2024
| ● | The Company held cash, BTC and cash deposits of approximately<br>$9.2 million as of September 30, 2024 (based on a BTC price of $63,900 as of August 31, 2024 per CoinMarketCap), as compared to $10.4<br>million as of August 31, 2024 (based on a BTC price of $58,970 as of August 31, 2024 per CoinMarketCap). |
|---|---|
| ● | Between self-mining and hosting agreements, miners<br>at the Company’s facilities produced approximately 35 BTC during the month of September. The decrease in BTC produced as compared<br>to the prior month’s production was due to a temporary outage at Digihost’s power plant located in North Tonawanda for turbine<br>repair and maintenance. The Company anticipates an increase in mining efficiencies, greater asset longevity and a reduction of downtime<br>in the future at that facility as a result of the completed maintenance. |
| --- | --- |
| ● | Officers and directors of the Company entered<br>agreements to acquire 685,038 subordinate voting shares of the Company in private transactions. |
| --- | --- |
| ● | The Company spent approximately $0.3 million<br>on capital expenditures, mining infrastructure support equipment, and deposits. Digihost continues to monitor its capital expenditures<br>closely, using self-funding to limit equity dilution for its shareholders when commercially viable. |
| --- | --- |
Tier 3
The Company is in the process of building its initial Tier 3 data center with a target completion date at the end of 2025 or Q1 2026.
Alec Amar, President of Digihost, commented, “We are excited to announce the launch of a new strategic initiative of the Company focused on developing Tier 3 infrastructure. By utilizing the high-voltage assets from our current operations, we expect to significantly lower development costs and shorten the time to bring this infrastructure to market, driving innovation and growth in high-performance computing.”
Purchase of shares
The Company is pleased to announce that Michel Amar, director and Chief Executive Officer of Digihost, and Alec Amar, director and President of Digihost, entered into share purchase agreements with a seller to acquire 150,000 and 535,038 subordinate voting shares of the Company, respectively, increasing their personal holdings of Digihost. The shares are being acquired by way of a private transaction at a price of $1.18 per share pursuant to share purchase agreements, and closing remains subject to the fulfillment of certain conditions.
Operations Update
Presently, Digihost’s consolidated operating capacity across its three sites represents approximately 90MW of available power, and Digihost is mining at a hashrate of 2.75 EH/s.
About Digihost
Digihost is a growth-oriented technology company focused on the blockchain industry. The Company operates from three sites in the U.S. and, in addition to managing its own operations, provides hosting arrangements at its facilities.
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For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company shouldbe considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved theinformation contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Except for the statements of historical fact,this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-lookinginformation”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safeharbors under Canadian and United States securities laws. Forward-looking information in this news release includes information aboutpotential further improvements to profitability and efficiency across mining operations, including, as a result of the Company’sexpansion efforts, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors thatcould cause actual results to differ materially from those described in such forward-looking information include, but are not limitedto: future capital needs and uncertainty of additional financing; share dilution resulting from equity issuances; risks relating to thestrategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; effects on Bitcoinprices as a result of the most recent Bitcoin halving; development of additional facilities and installation of infrastructure to expandoperations may not be completed on the timelines anticipated by the Company, or at all; ability to access additional power from the localpower grid; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining;further improvements to profitability and efficiency may not be realized; development of additional facilities to expand operations maynot be completed on the timelines anticipated by the Company; ability to access additional power from the local power grid; an increasein natural gas prices may negatively affect the profitability of the Company’s power plant; the digital currency market; the Company’sability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currencyinventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; thevolatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company andother documents disclosed under the Company’s filings at www.sedarplus.ca and www.SEC.gov/EDGAR. The forward-looking informationin this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently availableto the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about:the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of theCompany’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required;historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent withhistorical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the negativeimpact of regulatory changes in the energy regimes in the jurisdictions in which the Company operates; and there will be no regulationor law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outsideof the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking informationare reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be puton such information due to the inherent uncertainties therein. The Company undertakes no obligation to revise or update any forward-lookinginformation other than as required by law.
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