Digi Power X Inc 6-K, filed Nov 14, 2024
Digi Power X Inc. (DGXX)
About this 6-K
Digi Power X Inc filed this 6-K on November 14, 2024.
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 2024
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.
(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto, Ontario
M5C 1T4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
On November 7, 2024, the Registrant held its 2024 Annual General Meeting of Shareholders (the “Meeting”). The voting results from the Meeting are attached hereto as Exhibit 99.1.
On November 14, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a press release, a copy of which is attached hereto as Exhibit 99.2.
See “Exhibits” below.
Exhibits
| Exhibit Number |
Description | |
| 99.1 | Report of Voting Results dated November 7, 2024 | |
| 99.2 | Press Release dated November 14, 2024 |
1
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: November 14, 2024 | |||
2
Exhibit 99.1
DIGIHOST TECHNOLOGY INC.
(the “Company”)
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 7, 2024
REPORT OF VOTING RESULTS
Pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following matters were put to a vote at the annual general and special meeting of the Company held on November 7, 2024. The report on the voting results is as follows:
| 1. | Election of Directors |
Based on the proxies received and the votes cast at the meeting, each of the five director nominees proposed by management in the Company’s management information circular dated September 23, 2024 (the “Circular”) were elected. Details of the voting results are as follows:
| Director | For | % | Withheld | % | ||||||||||||
| Michael Amar | 4,844,948 | 95.394 | 233,915 | 4.606 | ||||||||||||
| Alec Amar | 4,819,264 | 94.889 | 256,599 | 5.111 | ||||||||||||
| Adam Rossman | 3,913,856 | 77.062 | 1,165,007 | 22.938 | ||||||||||||
| Gerard Rotonda | 4,836,983 | 95.238 | 241,880 | 4.762 | ||||||||||||
| Zhichao Li | 5,361,854 | 95.648 | 243,983 | 4.352 | ||||||||||||
| 2. | Reappointment of Auditors and fix remuneration of the auditors |
Based on the proxies received and the votes cast at the meeting, the reappointment of Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, to serve as the independent auditors of the Company for the ensuing year and authorize the Board of directors to fix the remuneration of the auditors was approved by shareholder of the Company (“Shareholders”). Details of the voting results are as follows:
| For | % | Withheld | % | |||||||||||
| 9,556,912 | 97.710 | 223,974 | 2.290 | |||||||||||
| 3. | Approval of Stock Option Plan |
Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s 10% rolling stock option plan was approved by Shareholders. Details of the voting results are as follows:
| For | % | Against | % | |||||||||||
| 3,836,873 | 75.546 | 1,241,990 | 24.454 | |||||||||||
| 4. | Approval of Restricted Share Unit Plan |
Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s restricted share unit plan was approved by Shareholders. Details of the voting results are as follows:
| For | % | Against | % | |||||||||||
| 3,864,254 | 76.085 | 1,214,609 | 23.915 | |||||||||||
| DIGIHOST TECHNOLOGY INC. | |
| /s/ “Michel Amar” | |
| Michel Amar | |
| Chairman and CEO |
Exhibit 99.2
Digihost Announces Earnings Release Date & Releases Updated Investor Presentation
HOUSTON, Nov. 14, 2024 -- Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq / TSXV: DGHI), an innovative energy infrastructure company that develops cutting-edge data centers, is pleased to announce that the company will provide a summary of the Company’s unaudited financial results for the third quarter ended September 30, 2024 (all amounts in U.S. dollars, unless otherwise indicated) and a 2024 year-to-date update on its operations before market open on November 15, 2024. Additionally, The company will host a conference call to discuss third-quarter 2024 results on November 15, 2024, at 8:30 AM ET. Digihost’s executives will review the Company’s financial results for 3Q24 and provide more updates on the company’s state. Results will be shared via media release and on the company’s website at www.digihostpower.com. The Conference call and webinar will begin at 8:30 A.M ET. The conference call can be accessed by dialing the numbers below, or guests can utilize the Call Me link.
1-877-407-9039 or 1-201-689-8470.
Call me: https://callme.viavid.com/viavid/?callme=true&passcode=13750233&h=true&info=company&r=true&B=6
Additionally, the company has released a new investor presentation in anticipation of the call, which will be referenced during the earnings call on November 15th.
About Digihost
Digihost is an innovative energy infrastructure company that develops cutting-edge data centers to drive the expansion of sustainable energy assets.
For further information, please contact:
Digihost Technology Inc.
www.digihostpower.com
Digihost Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. Forward-looking information in this news release includes information about potential further improvements to profitability and efficiency across mining operations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: future capital needs and uncertainty of additional financing; share dilution resulting from equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; development of additional facilities and installation of infrastructure to expand operations may not be completed on the timelines anticipated by the Company, or at all; ability to access additional power from the local power grid; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; development of additional facilities to expand operations may not be completed on the timelines anticipated by the Company; ability to access additional power from the local power grid; an increase in natural gas prices may negatively affect the profitability of the Company’s power plant; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed in the Company’s filings at www.sedarplus.ca and www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictions in which the Company operates; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainties therein. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
PDF available: http://ml.globenewswire.com/Resource/Download/b2457460-92c7-41e7-ba00-d457ddf01f41