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 November 2025
Commission File Number: 001-40527
DIGI POWER X 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 November 13, 2025, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + condensed interim consolidated financial statements for the three and nine months ended September 30, 2025 and 2024, management’s discussion and analysis for the three and nine months ended September 30, 2025, certifications of each of its CEO and CFO and a material change report that included a copy of a press release, copies of which are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively. Exhibits 99.1 and 99.2 to this Form 6-K are each hereby incorporated by reference into the Registrant’s Registration Statement on Form S-8 (File No. 333-276647) and the Registrant’s Registration Statement on Form F-10 (File No. 333-286520) (the “Form F-10”). Exhibit 99.5 to this Form 6-K is hereby incorporated by reference into the Form F-10. The inclusion of any website address herein, including in any exhibit attached hereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, each such website is not part of this Form 6-K or incorporated herein.
See “Exhibits” below.
Exhibits
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.
| DIGI POWER X INC. | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: November 14, 2025 |
2
Exhibit 99.1
DIGIPOWER X INC.
CONDENSEDINTERIM CONSOLIDATED FINANCIAL STATEMENTS
FORTHE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(EXPRESSEDIN UNITED STATES DOLLARS)
(UNAUDITED)
DigiPower X Inc.Condensed Interim Consolidated Statements of Financial Position(Expressed in United States Dollars) (Unaudited)
| As at<br><br> September 30, | As at<br><br> December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash | $ | 6,214,078 | $ | 1,703,896 | ||
| Digital currencies (note<br> 3) | 15,352,838 | 4,525,416 | ||||
| Amounts receivable and<br> other assets (note 4) | 835,774 | 384,939 | ||||
| Income<br> tax receivable | 44,000 | 44,000 | ||||
| Total current assets | 22,446,690 | 6,658,251 | ||||
| Property, plant and equipment (note 5) | 19,520,581 | 21,721,038 | ||||
| Right-of-use assets (note 6) | 1,883,732 | 2,039,910 | ||||
| Intangible asset (note 7) | 958,646 | 1,055,569 | ||||
| Amounts receivable and other assets (note 4) | 5,561,572 | 1,942,476 | ||||
| Investment (note 8) | 900,844 | 900,844 | ||||
| Total<br> assets | $ | 51,272,065 | $ | 34,318,088 | ||
| LIABILITIES AND SHAREHOLDERS’<br> EQUITY | ||||||
| Current liabilities | ||||||
| Accounts<br> payable and accrued liabilities | $ | 2,753,670 | $ | 6,579,948 | ||
| Lease liabilities (note<br> 9) | - | 51,112 | ||||
| Loans payable (note<br> 10) | - | 77,564 | ||||
| Warrant<br> liabilities (note 12) | 2,155,509 | 3,348,248 | ||||
| Total current liabilities | 4,909,179 | 10,056,872 | ||||
| Deposits payable | 2,203,526 | 2,203,526 | ||||
| Lease liabilities (note<br> 9) | - | 75,685 | ||||
| Total<br> liabilities | 7,112,705 | 12,336,083 | ||||
| Shareholders’<br> equity | ||||||
| Share<br> capital (note 13) | 74,775,098 | 46,006,402 | ||||
| Contributed surplus | 19,754,524 | 16,124,349 | ||||
| Cumulative translation adjustment | (5,303,756 | ) | (7,133,161 | ) | ||
| Deficit | (45,066,506 | ) | (33,295,015 | ) | ||
| Shareholders’ equity<br> attributable to shareholders | 44,159,360 | 21,702,575 | ||||
| Non-controlling interest<br> (note 21) | - | 279,430 | ||||
| Total<br> shareholders’ equity | 44,159,360 | 21,982,005 | ||||
| Total<br> liabilities and shareholders’ equity | $ | 51,272,065 | $ | 34,318,088 |
Nature of operations and going concern (note 1)
Subsequent events (note 24)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 1 -
DigiPower X Inc.Condensed Interim Consolidated Statements of Comprehensive Income (Loss)(Expressed in United States Dollars) (Unaudited)
| Three<br> Months Ended | Nine<br> Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, | September<br> 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | ||||||||||||
| Digital currency mining (note 3) | $ | 1,212,291 | $ | 538,943 | $ | 3,372,907 | $ | 10,317,937 | ||||
| Colocation services (note 3) | 3,904,675 | 7,076,259 | 13,474,599 | 10,713,695 | ||||||||
| Sale of electricity (note 3) | - | - | - | 6,283,028 | ||||||||
| Sale of energy | 3,028,343 | 1,560,538 | 8,685,841 | 4,050,063 | ||||||||
| Total revenue | 8,145,309 | 9,175,740 | 25,533,347 | 31,364,723 | ||||||||
| Cost of digital currency<br> mining | ||||||||||||
| Cost<br> of revenue | (7,404,201 | ) | (8,334,402 | ) | (22,656,352 | ) | (25,510,997 | ) | ||||
| Depreciation<br> and amortization | (1,594,993 | ) | (3,887,362 | ) | (5,341,475 | ) | (11,789,865 | ) | ||||
| Gross<br> loss | (853,885 | ) | (3,046,024 | ) | (2,464,480 | ) | (5,936,139 | ) | ||||
| Expenses | ||||||||||||
| Office<br> and administrative expenses | (954,615 | ) | (518,536 | ) | (3,421,832 | ) | (1,676,664 | ) | ||||
| Professional fees | (516,133 | ) | (297,307 | ) | (1,751,870 | ) | (1,350,178 | ) | ||||
| Regulatory fees | (16,268 | ) | (12,664 | ) | (199,147 | ) | (63,920 | ) | ||||
| Foreign exchange gain<br> (loss) | 1,525,368 | (875,602 | ) | (2,076,856 | ) | 1,127,244 | ||||||
| Gain (loss) on sale<br> of digital currencies (note 3) | 20,717 | (41,834 | ) | 674,345 | 228,969 | |||||||
| Change<br> in fair value of loan and salaries payable (notes 10 and 17) | 111,334 | - | (171,325 | ) | (19,730 | ) | ||||||
| Other income | - | - | 750 | 13,784 | ||||||||
| Share based compensation<br> (note 15) | (601,473 | ) | (516,371 | ) | (3,709,299 | ) | (1,266,772 | ) | ||||
| Gain<br> on revaluation of digital currencies (note 3) | 99,973 | 202,437 | 385,945 | 251,453 | ||||||||
| (1,184,982 | ) | (5,105,901 | ) | (12,733,769 | ) | (8,691,953 | ) | |||||
| Revaluation of warrant liabilities (note 12) | 1,466,749 | (1,301,976 | ) | 954,721 | 2,380,351 | |||||||
| Net financial expenses | 21,024 | (4,467 | ) | 7,557 | (22,041 | ) | ||||||
| Net income (loss) for the<br> period | 302,791 | (6,412,344 | ) | (11,771,491 | ) | (6,333,643 | ) | |||||
| Other comprehensive income<br> (loss) | ||||||||||||
| Items<br> that will be reclassified to net income Foreign currency translation adjustment | (1,375,689 | ) | 756,241 | 1,829,405 | (1,090,772 | ) | ||||||
| Total<br> comprehensive income (loss) for the period | $ | (1,072,898 | ) | $ | (5,656,103 | ) | $ | (9,942,086 | ) | $ | (7,424,415 | ) |
| Basic income (loss) per share (note 16) | $ | 0.01 | $ | (0.21 | ) | $ | (0.31 | ) | $ | (0.21 | ) | |
| Diluted income (loss) per share (note 16) | $ | 0.01 | $ | (0.21 | ) | $ | (0.31 | ) | $ | (0.21 | ) |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 2 -
DigiPower X Inc.Condensed Interim Consolidated Statements of Cash Flows(Expressed in United States Dollars) (Unaudited)
| Nine Months Ended September 30, | 2024 | |||||
|---|---|---|---|---|---|---|
| Restated - | ||||||
| 2025 | note<br> 2(d) | |||||
| Operating activities | ||||||
| Net loss for the period | $ | (11,771,491 | ) | $ | (6,333,643 | ) |
| Adjustments for: | ||||||
| Digital currencies items<br> (note 19) | (15,641,922 | ) | (15,386,091 | ) | ||
| Interest income accrual | - | (18,000 | ) | |||
| Depreciation of right-of-use<br> assets | 68,276 | 129,498 | ||||
| Depreciation and amortization | 5,302,504 | 11,750,891 | ||||
| Interest on lease liabilities | 5,742 | 74,361 | ||||
| Share based compensation | 3,709,299 | 1,266,772 | ||||
| Change in warrant liability | (954,721 | ) | (2,380,351 | ) | ||
| Lease modification | (9,636 | ) | - | |||
| Change in fair value<br> of loan and salaries payable | 171,325 | 19,730 | ||||
| Accretion on liability | 566 | - | ||||
| Foreign exchange loss<br> (gain) | 2,052,257 | (1,219,728 | ) | |||
| Working capital items<br> (note 19) | (8,068,234 | ) | 1,258,830 | |||
| Net<br> cash used in operating activities | (25,136,035 | ) | (10,837,731 | ) | ||
| Investing activities | ||||||
| Purchase of property, plant and equipment | (3,005,123 | ) | (3,200,000 | ) | ||
| Acquisition of digital currencies | (6,157,514 | ) | - | |||
| Digital currencies traded<br> for cash | 10,972,014 | 11,309,305 | ||||
| Net<br> cash provided by investing activities | 1,809,377 | 8,109,305 | ||||
| Financing activities | ||||||
| Proceeds from pre-funded warrants | 2,487,377 | - | ||||
| Proceeds of shares issued for cash, net of<br> issuance costs | 20,073,556 | 4,005,457 | ||||
| Proceeds from exercise of warrants and options | 6,389,037 | - | ||||
| Return of proceeds to non-controlling interest | (1,000,000 | ) | - | |||
| Repayment of mortgage | - | (400,500 | ) | |||
| Repayment of loans payable | (78,130 | ) | (516,100 | ) | ||
| Lease payments | (35,000 | ) | (113,094 | ) | ||
| Net<br> cash provided by financing activities | 27,836,840 | 2,975,763 | ||||
| Net change in cash | 4,510,182 | 247,337 | ||||
| Cash, beginning of<br> period | 1,703,896 | 341,273 | ||||
| Cash, end of period | $ | 6,214,078 | $ | 588,610 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 3 -
DigiPower X Inc.Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity(Expressed in United States Dollars) (Unaudited)
| **** | Number of shares (note 13) | **** | **** | **** | **** | **** | **** | **** | Cumulative | **** | **** | Non- | **** | **** | **** | **** | **** | **** | **** | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Subordinate voting shares | Proportionate voting shares | **** | Share capital | **** | **** | Contributed surplus | **** | **** | Translation Adjustment | **** | **** | Controlling Interest | **** | **** | Deficit | **** | **** | Total | **** |
| Balance,<br> December 31, 2023 | 28,878,740 | 3,333 | $ | 42,503,660 | $ | 15,468,823 | $ | (2,228,447 | ) | $ | - | $ | (26,497,297 | ) | $ | 29,246,739 | ||||
| Shares<br> issued for cash (note 13(b)) | 3,639,963 | - | 4,005,457 | - | - | - | - | 4,005,457 | ||||||||||||
| Restricted<br> share units converted to common shares | 492,897 | - | 1,814,250 | (1,814,250 | ) | - | - | - | - | |||||||||||
| Share<br> based compensation | - | - | - | 1,266,772 | - | - | - | 1,266,772 | ||||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | (1,090,772 | ) | - | - | (1,090,772 | ) | ||||||||||
| Net<br> loss for the period | - | - | - | - | - | (6,333,643 | ) | (6,333,643 | ) | |||||||||||
| Balance, September 30, 2024 | 33,011,600 | 3,333 | $ | 48,323,367 | **** | $ | 14,921,345 | **** | $ | (3,319,219 | ) | $ | - | **** | $ | (32,830,940 | ) | $ | 27,094,553 | **** |
| Balance, December 31, 2024 | 33,011,600 | 3,333 | $ | 46,006,402 | **** | $ | 16,124,349 | **** | $ | (7,133,161 | ) | $ | 279,430 | **** | $ | (33,295,015 | ) | $ | 21,982,005 | **** |
| Shares<br> issued for cash (note 13(b)) | 7,625,829 | - | 21,870,333 | - | - | - | - | 21,870,333 | ||||||||||||
| Issuance<br> of pre-funded warrants (note 13(b)) | - | - | 2,487,377 | - | - | - | 2,487,377 | |||||||||||||
| Cost<br> of issue - cash | - | - | (1,796,777 | ) | - | - | - | - | (1,796,777 | ) | ||||||||||
| Cost<br> of issue - broker warrants | - | - | (728,804 | ) | 728,804 | - | - | - | - | |||||||||||
| Warrant<br> liabilities - issued | - | - | (2,486,451 | ) | - | - | - | - | (2,486,451 | ) | ||||||||||
| Restricted<br> share units converted to common shares | 852,836 | - | 2,436,222 | (2,436,222 | ) | - | - | - | - | |||||||||||
| Shares<br> issued for exercise of warrants and options | 3,250,249 | - | 6,548,161 | (159,124 | ) | - | - | - | 6,389,037 | |||||||||||
| Warrant<br> liabilites - exercised | - | - | 2,926,012 | - | - | - | - | 2,926,012 | ||||||||||||
| Share<br> based compensation | - | - | - | 3,730,610 | - | - | - | 3,730,610 | ||||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | 1,829,405 | - | - | 1,829,405 | ||||||||||||
| Dissolution<br> of non-controlling interest | - | - | - | (721,270 | ) | - | (279,430 | ) | - | (1,000,700) | ||||||||||
| Net<br> loss for the period | - | - | - | - | - | - | (11,771,491 | ) | (11,771,491 | ) | ||||||||||
| Balance, September 30, 2025 | 44,740,514 | 3,333 | $ | 74,775,098 | **** | $ | 19,754,524 | **** | $ | (5,303,756 | ) | $ | - | **** | $ | (45,066,506 | ) | $ | 44,159,360 | **** |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 4 -
Digi PowerX Inc. Notes to Condensed Interim Consolidated Financial StatementsThree and Nine Months Ended September 30, 2025(Expressed in United States Dollars) (Unaudited)
1.Nature of operations and going concern
Digi Power X Inc. (the “Company” or “Digi Power”) and its subsidiaries, Digihost International, Inc., DGX Holding, LLC, World Generation X, LLC, and US Data Centers, Inc. (together the “Company”) is an innovative energy infrastructure Company that develops data centers to drive the expansion of sustainable energy assets. On March 6, 2025, the Company changed its name to Digi Power X Inc.
The Company is listed on the TSX Venture Exchange and the NASDAQ trading under the trading symbols DGX and DGXX, respectively. The head office of the Company is located at 218 NW 24^TH^ Street, 2^nd^ Floor, Miami, Florida 33127.
These unaudited condensed interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on November 13, 2025.
2.Material accounting policies
(a) Statement of compliance
The Company applies IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and effective at the date they were issued. 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, 2024. 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. Therefore, they should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024. There are selected notes included to explain events and transactions that are significant to an understanding of the change in the Company’s financial performance and financial position since the last annual consolidated financial statements as at and for the year ended December 31, 2024.
(b) New accounting standards adopted and recently announced accounting pronouncements not yet adopted
Accountingstandards issued but not yet effective
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. We are currently assessing the effect of this new standard on our financial statements.
As at September 30, 2025, there are no other IFRS with future effective dates that are expected to have a material impact on the Company.
- 5 -
Digi PowerX Inc. Notes to Condensed Interim Consolidated Financial StatementsThree and Nine Months Ended September 30, 2025(Expressed in United States Dollars) (Unaudited)
2.Material accounting policies (continued)
(c) Critical accounting judgements, estimates and assumptions
The preparation of these financial statements in conformity with IFRS Accounting Standards requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant estimates and judgements used in the preparation of the consolidated financial statements are described in the annual audited financial statements for the year ended December 31, 2024.
Significant assumptions about the future that management has made 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:
Significantjudgements
(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 average price of the coin on the date of contract inception. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii)Income, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the year in which such determination is made.
- 6 -
Digi PowerX Inc. Notes to Condensed Interim Consolidated Financial StatementsThree and Nine Months Ended September 30, 2025(Expressed in United States Dollars) (Unaudited)
2.Material accounting policies (continued)
Significantestimates
(i)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.
(ii)Data miners valuation
Impairment of data miners was estimated based on the recoverable amount of mining equipment based on current market prices and hash rate power per miner type. The recoverable amount represents the higher value between an asset’s fair value less costs to sell and its value in use. Hash rate power refers to the computational power of the mining equipment, which directly affects the mining efficiency and potential revenue generation. As the market prices for mining equipment and hash rate power can vary significantly over time, these factors are considered in estimating the recoverable amount of the assets. The current market prices for mining equipment are obtained from various sources, including manufacturers, distributors, and marketplaces for used equipment. Management reviews and compares these prices regularly to ensure the accuracy and relevance of the data.
(iii)Warrant liability
The Company uses Black Scholes method to determine the fair value of the warrant liability. The Black Scholes method requires significant judgement in determining the fair value such as volatility and risk-free rate. A change in these inputs could lead to significant change in the fair value of the warrant liability.
(iv)Classification of pre-funded warrants
Management applied judgment when determining the appropriate classification of pre-funded warrants included in unit offerings. Management considered the characteristics of derivative instruments and concluded that the pre-funded warrants should be classified as an equity instrument.
(d) Restatement of statement of cash flows
The comparative figures in the statement of cash flows have been restated to reclassify $11,309,305 of cash proceeds from the sale of digital assets and the cash disbursements related to their acquisition, which are accounted for as intangible assets under IAS 38, from cash flows from operations to cash flows from investing activities. The Company has determined that this error was material to the previously issued consolidated financial statements and as such, has restated its consolidated financial statements, as applicable.
- 7 -
Digi PowerX Inc. Notes to Condensed Interim Consolidated Financial StatementsThree and Nine Months Ended September 30, 2025(Expressed in United States Dollars) (Unaudited)
3.Digital currencies
The Company’s holdings of digital currencies consist of the following:
| As<br> at<br><br> September 30,<br><br> 2025 | As<br> at<br><br> December 31,<br><br> 2024 | |||
|---|---|---|---|---|
| Bitcoin | $ | 11,192,883 | $ | 4,525,416 |
| Ethereum | 4,159,955 | - | ||
| $ | 15,352,838 | $ | 4,525,416 |
The continuity of digital currencies was as follows:
| Number<br> of <br><br> Ethereum | Amount | Number<br> of<br><br> Bitcoin | Amount | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | - | $ | - | 19 | $ | 822,884 | $ | 822,884 | ||||||
| Bitcoin mined | - | - | 188 | 10,318,500 | 10,318,500 | |||||||||
| Bitcoin received from colocation services | - | - | 126 | 9,377,476 | 9,377,476 | |||||||||
| Bitcoin received for electricity sales | - | - | 33 | 2,003,106 | 2,003,106 | |||||||||
| Digital currencies traded for cash | - | - | (286 | ) | (18,507,626 | ) | (18,507,626 | ) | ||||||
| Digital currencies paid for services | - | - | (26 | ) | (1,773,027 | ) | (1,773,027 | ) | ||||||
| Digital currencies for loan repayment | - | - | (6 | ) | (273,360 | ) | (273,360 | ) | ||||||
| Gain on sale of digital currencies | - | - | - | 1,658,772 | 1,658,772 | |||||||||
| Revaluation adjustment | - | - | - | 898,691 | 898,691 | |||||||||
| Balance, December 31, 2024 | - | - | 48 | 4,525,416 | 4,525,416 | |||||||||
| Digital currencies mined and staked for Digihost^(1)^ | - | 8,179 | 33 | 3,364,728 | 3,372,907 | |||||||||
| Bitcoin received from colocation services | - | - | 119 | 11,993,374 | 11,993,374 | |||||||||
| Acquisition of digital currencies | 1,002 | 4,245,883 | 16 | 1,911,631 | 6,157,514 | |||||||||
| Digital currencies paid for services | - | - | (8 | ) | (784,649 | ) | (784,649 | ) | ||||||
| Digital currencies traded for cash | - | - | (111 | ) | (10,972,014 | ) | (10,972,014 | ) | ||||||
| Gain on sale of digital currencies | - | - | - | 674,345 | 674,345 | |||||||||
| Revaluation adjustment | - | (94,107 | ) | - | 480,052 | 385,945 | ||||||||
| Balance, September<br> 30, 2025 | 1,002 | $ | 4,159,955 | 97 | $ | 11,192,883 | $ | 15,352,838 |
| ^(1)^ | During<br> the nine months ended September 30, 2025, the Company staked 976 Ethereum. |
|---|
4.Amounts receivable and other assets
| As at | As at | |||||
|---|---|---|---|---|---|---|
| September 30, | December 31, | |||||
| 2025 | 2024 | |||||
| Utility deposits | $ | 5,561,572 | $ | 1,942,476 | ||
| Prepaid expenses | 229,049 | 142,066 | ||||
| Accounts receivable | 606,725 | 1,836 | ||||
| Other receivable | - | 169,037 | ||||
| Interest receivable<br> (note 8) | - | 72,000 | ||||
| 6,397,346 | 2,327,415 | |||||
| Long-term deposits and<br> prepaid expenses | (5,561,572 | ) | (1,942,476 | ) | ||
| $ | 835,774 | $ | 384,939 |
- 8 -
Digi PowerX Inc. Notes to Condensed Interim Consolidated Financial StatementsThree and Nine Months Ended September 30, 2025(Expressed in United States Dollars) (Unaudited)
5.Property, plant and equipment
| Land and | Data | Equipment | Leasehold | Equipment in | Power plant | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| buildings | miners | and<br> other | improvement | construction | in<br> use^(1)^ | Total | ||||||||
| Cost | ||||||||||||||
| December<br> 31, 2023 | 5,015,740 | 31,895,779 | 21,392,207 | 1,079,542 | - | 4,643,800 | 64,027,068 | |||||||
| Additions | - | - | 3,200,000 | - | - | 590,777 | 3,790,777 | |||||||
| December<br> 31, 2024 | 5,015,740 | 31,895,779 | 24,592,207 | 1,079,542 | - | 5,234,577 | 67,817,845 | |||||||
| Additions | 571,500 | - | 1,342,834 | - | - | 1,090,789 | 3,005,123 | |||||||
| September 30, 2025 | $ | 5,587,240 | $ | 31,895,779 | $ | 25,935,041 | $ | 1,079,542 | $ | - | $ | 6,325,366 | $ | 70,822,968 |
| Accumulated depreciation<br><br> December 31, 2023 | - | 22,763,032 | 7,148,323 | 401,582 | - | 327,447 | 30,640,384 | |||||||
| Depreciation | 335,324 | 8,733,406 | 5,913,455 | 105,318 | - | 368,920 | 15,456,423 | |||||||
| December<br> 31, 2024 | 335,324 | 31,496,438 | 13,061,778 | 506,900 | - | 696,367 | 46,096,807 | |||||||
| Depreciation | 251,493 | 399,341 | 4,143,550 | 78,989 | - | 332,207 | 5,205,580 | |||||||
| September<br> 30, 2025 | $ | 586,817 | $ | 31,895,779 | $ | 17,205,328 | $ | 585,889 | $ | - | $ | 1,028,574 | $ | 51,302,387 |
| Net<br> carrying value As at December 31, 2024 | $ | 4,680,416 | $ | 399,341 | $ | 11,530,429 | $ | 572,642 | $ | - | $ | 4,538,210 | $ | 21,721,038 |
| As<br> at September 30, 2025 | $ | 5,000,423 | $ | - | $ | 8,729,713 | $ | 493,653 | $ | - | $ | 5,296,792 | $ | 19,520,581 |
| (1) | At<br> December 31, 2024, the Company had plant and equipment with a carrying amount of $4,538,210<br> that was temporarily idle due to maintenance and repairs. The Power Plant was brought back<br> into service during January 2025. |
|---|
6.Right-of-use assets
| As<br> at | As<br> at | |||||
|---|---|---|---|---|---|---|
| September 30, | December<br> 31, | |||||
| 2025 | 2024 | |||||
| Balance, beginning of period | $ | 2,039,910 | $ | 2,366,115 | ||
| Depreciation | (68,276 | ) | (102,197 | ) | ||
| Modification of lease | (87,902 | ) | (224,008 | ) | ||
| Balance, end of period | $ | 1,883,732 | $ | 2,039,910 |
During the year ended December 31, 2022 the Company entered a lease for a warehouse facility. The lease was prepaid resulting in a right-of-use asset and no corresponding lease liability.
7.Intangible asset
Intangible asset relates to the right-of-use of an electric power facility for a period of 156 months. As at September 30, 2025, there were 92 months remaining of the amortization period.
| As<br> at<br><br> September 30, | As<br> at<br><br> December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Balance, beginning of period | $ | 1,055,569 | $ | 1,184,798 | ||
| Amortization | (96,923 | ) | (129,229 | ) | ||
| Balance, end of period | $ | 958,646 | $ | 1,055,569 |
- 9 -
Digi PowerX Inc. Notes to Condensed Interim Consolidated Financial StatementsThree and Nine Months Ended September 30, 2025(Expressed in United States Dollars) (Unaudited)
8.Investment
In December 2021, the Company entered into an agreement for a Secured Convertible Promissory Note (“Note”) with principal of $800,000. The Note accrued interest at a rate of 6% per annum, with 3% payable in cash every calendar quarter and 3% payable in notes (note 4). The Note was converted into Series C Preferred Stock (“Shares”) of the issuer effective October 1, 2023, with 8,000 warrants issued to the Company. The Shares are secured by the assets of the issuer. As at September 30, 2025, the fair value of the Shares and warrants was estimated to be $900,844.
| As at<br><br> September 30, | As at<br><br> December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Balance, beginning of period | $ | 900,844 | $ | 850,685 |
| Fair value adjustment | - | 50,159 | ||
| Balance, end of period | $ | 900,844 | $ | 900,844 |
9.Lease liabilities
The Company entered into a lease agreement dated April 1, 2022, with TXMA International LLC, a company controlled by the chief executive officer. The present value of the lease liability as at September 30, 2025 was $nil (December 31, 2024 - $126,797). Payments made during the nine months ended September 30, 2025, totaled $30,000 (December 31, 2024 - $151,286).
| As at<br><br> September 30, | As at<br><br> December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Balance, beginning of period | $ | 126,797 | $ | 447,514 | ||
| Interest | 5,742 | 13,271 | ||||
| Lease payments | (35,000 | ) | (109,980 | ) | ||
| Modification of lease | (97,539 | ) | (224,008 | ) | ||
| Balance, end of period | $ | - | $ | 126,797 | ||
| Current portion | $ | - | $ | 51,112 | ||
| Non-current portion | - | 75,685 | ||||
| Total<br> lease liabilities | $ | - | $ | 126,797 |
10.Loans payable
| As<br> at<br><br> September 30, <br><br> 2025 | As<br> at<br><br> December 31, <br><br> 2024 | |||||
|---|---|---|---|---|---|---|
| Balance, beginning of the period | $ | 77,564 | $ | 610,340 | ||
| Repayment of loans | (78,130 | ) | (590,919 | ) | ||
| Interest | 566 | 38,413 | ||||
| Fair value adjustment | - | 19,730 | ||||
| Balance, end of the period | $ | - | $ | 77,564 |
- 10 -
Digi PowerX Inc. Notes to Condensed Interim Consolidated Financial StatementsThree and Nine Months Ended September 30, 2025(Expressed in United States Dollars) (Unaudited)
11.Mortgage payable
In June 2022, the Company’s incremental borrowing rate applied was estimated to be 7% per annum. The mortgage does not bear interest, is repayable by monthly instalments of $44,500 and matured in September 2024. The mortgage was secured by the powerplant.
| As at | As at | ||||
|---|---|---|---|---|---|
| September 30, | December 31, | ||||
| 2025 | 2024 | ||||
| Balance, beginning of period | $ | - | $ | 389,064 | |
| Interest | - | 11,436 | |||
| Payments | - | (400,500 | ) | ||
| Balance, end of period | $ | - | $ | - |
12.Warrant liabilities
The Company has warrants classified as financial liabilities due to the presence of cashless exercise options under certain conditions, or in other cases due to a failure to meet the fixed for fixed criteria. 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 years ending September 30, 2025 and December 31, 2024:
| Number<br> of<br> warrants | Amount | |||||
|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | 9,098,514 | $ | 5,456,749 | |||
| Warrants expired | (3,955,993 | ) | - | |||
| Warrants issued | 3,636,363 | 2,316,965 | ||||
| Revaluation of warrant liabilities | - | (4,071,434 | ) | |||
| Foreign currency translation | - | (354,032 | ) | |||
| Balance, December 31, 2024 | 8,778,884 | 3,348,248 | ||||
| Warrants expired | (5,142,521 | ) | - | |||
| Warrants issued | 1,251,805 | 2,486,451 | ||||
| Warrants exercised | (3,113,636 | ) | (2,926,012 | ) | ||
| Revaluation of warrant liabilities | - | (954,721 | ) | |||
| Foreign currency translation | - | 201,543 | ||||
| Balance, September<br> 30, 2025 | 1,774,532 | $ | 2,155,509 |
- 11 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in United States Dollars) (Unaudited)
12. Warrant liabilities (continued)
The fair value of the Company’s warrants has been determined using the Black-Scholes pricing model and the following weighted average assumptions:
| Issued | As at<br><br> September 30, | Issued | As at<br><br> December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in<br> 2025 | 2025 | in<br> 2024 | 2024 | |||||||||
| Spot price (in CAD$) | $ | 4.15 | $ | 3.19 | $ | 1.60 | $ | 2.16 | ||||
| Risk-free interest rate | 3.25 | % | 2.47 | % | 3.25 | % | 2.80 | % | ||||
| Expected annual volatility | 121 | % | 107 | % | 104 | % | 104 | % | ||||
| Expected life (years) | 3.50 | 2.36 | 3.00 | 2.62 | ||||||||
| Dividend | nil | nil | nil | nil |
The following table reflects the Company’s warrants outstanding and exercisable as at September 30, 2025.
| Expiry<br> date | Warrants<br><br> outstanding and<br> exercisable | Exercise<br><br> price | ||
|---|---|---|---|---|
| August 15, 2027 | 522,727 | US$ | 2.00 | |
| February 7, 2028 | 1,251,805 | US$ | 3.66 | |
| 1,774,532 |
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
Ninemonths ended September 30, 2025
(i) On February 7, 2025, the Company completed a private placement consisting of 2,503,601 units of the Company at a purchase price of $2.64 per unit for gross proceeds of $6,609,500. Each unit is comprised of one subordinate voting share of the Company and one half warrant, with each warrant entitling the holder to purchase one additional share. The warrants have an exercise price of $3.66 per share and exercise period of three years from the issuance date.
(ii) On July 23, 2025, the Company completed a registered direct offering of 4,005,807 subordinate voting shares at an offering price of US$3.12 per share resulting in gross proceeds of $12,498,118 and 801,889 pre-funded warrants at a price of US$3.119 for gross proceeds of $2,501,092. Each pre-funded warrant entitles the holder to acquire one subordinate voting share of the Company at a nominal exercise price of $ 0.001 per share. The pre-funded warrants are exercisable at any time and expire on July 31, 2030.
The Company paid a 7% cash commission and issuance costs of $1,463,596 and issued 240,385 broker warrants, with each warrant exercisable for one share at a price of US$3.588 per share commencing on January 17, 2026 and expiring on July 21, 2030.
The 240,385 broker warrants were assigned a value of CAD$4.126 per warrant on the date of grant with the following assumptions and inputs: share price of CAD$4.75; exercise price of US$3.588; expected dividend yield of 0%; expected volatility of 132% which is based on comparable companies; risk-free interest rate of 3.10%; and an expected average life of five years.
- 12 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in United States Dollars) (Unaudited)
13.Share capital (continued)
(ii) During the nine months ended September 30, 2025, the Company issued 1,116,421 subordinate voting shares at an average share price of $2.47 for a total aggregate of $2,762,715 pursuant to the at-the-market equity program. The Company announced that it has entered into an at-the-market sales agreement with A.G.P./Alliance Global Partners, which may issue and sell from time to time such number of subordinate voting shares of the Company having an aggregate offering price of up to U$100 million. There is a cash commission of up to 3% on the aggregate gross proceeds raised.
Ninemonths ended September 30, 2024
(i) On August 15, 2024, the Company completed a private placement consisting of 3,636,363 units of the Company at a purchase price of $1.10 per unit for gross proceeds of $4 million Each unit is comprised of one subordinate voting share of the Company and one warrant, with each warrant entitling the holder to purchase one additional share. The warrants have an exercise price of $2.00 per share and exercise period of three years from the issuance date. No securities were offered or sold to Canadian residents in connection with the private placement.
(ii) During the nine months ended September 30, 2024, the Company issued 3,600 subordinate voting shares at an average share price of $1.52 for a total aggregate of $5,457 pursuant to the at-the-market equity program.
14.Warrants Classified as Equity
| Number<br> of<br> Warrants | Weighted<br> Average Exercise Price (CAD) | |||
|---|---|---|---|---|
| Balance, December 31, 2023 | 1,025,816 | |||
| Expired | (471,910 | ) | ||
| Balance, September<br> 30, 2024 | 553,906 | |||
| Balance, December 31, 2024 | 553,906 | |||
| Issued (note 13(b)(ii)) | 240,385 | US | ||
| Issued (note 13(b)(ii)) | 801,889 | US | ||
| Expired | (553,906 | ) | ||
| Balance, September 30,<br> 2025 | 1,042,274 | US |
All values are in US Dollars.
The following table reflects the warrants issued and outstanding as of September 30, 2025:
| Number<br> of<br> Warrants<br> Outstanding | Exercise<br> <br> Price | Expiry<br> Date | |||
|---|---|---|---|---|---|
| 240,385 | US<br> 3.588 | 4.81 | July 21, 2030^(1)^ | ||
| 801,889 | US0.001 | 4.84 | July 31, 2030^(2)^ | ||
| 1,042,274 | US0.828 | 4.83 |
All values are in US Dollars.
| ^(1)^ | Broker<br> warrants. |
|---|---|
| ^(2)^ | Pre-funded<br> warrants. |
| --- | --- |
- 13 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(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<br> of<br> Stock Options | Weighted<br> Average Exercise Price (CAD) | |||
|---|---|---|---|---|
| Balance,<br> December 31, 2023 and September 30, 2024 | 692,170 | |||
| Balance, December 31, 2024 | 482,954 | |||
| Granted | 1,582,500 | |||
| Exercised | (136,613 | ) | ||
| Expired / cancelled | (176,720 | ) | ||
| Balance, September<br> 30, 2025 | 1,752,121 |
All values are in US Dollars.
The fair value of the Company’s options has been determined using the Black-Scholes pricing model and the following weighted average assumptions:
| Granted<br> <br><br> in 2025 | |||
|---|---|---|---|
| Spot price (in CAD$) | $ | 2.09 | |
| Risk-free interest rate | 2.86 | % | |
| Expected annual volatility | 132 | % | |
| Expected life (years) | 5.00 | ||
| Dividend | nil |
The following table reflects the stock options issued and outstanding as of September 30, 2025:
| Expiry<br> Date | Exercise<br> Price (CAD) | Weighted<br> Average<br> Remaining<br> Contractual<br> Life (years) | Number<br> of<br> Options<br> Outstanding | Number<br> of<br> Options<br> Vested<br> (exercisable) | Number<br> of<br> Options<br> Unvested | ||||
|---|---|---|---|---|---|---|---|---|---|
| January 5, 2026 | 0.27 | 150,828 | 150,828 | - | |||||
| March 25, 2026 | 0.48 | 101,997 | 101,997 | - | |||||
| May 17, 2026 | 0.63 | 43,464 | 43,464 | - | |||||
| June 22, 2026 | 0.73 | 28,332 | 28,332 | - | |||||
| February 28, 2030 | US | 4.42 | 37,500 | 37,500 | - | ||||
| March 5, 2030 | US | 4.43 | 200,000 | 200,000 | - | ||||
| June 6, 2030 | 4.68 | 1,115,000 | 1,115,000 | - | |||||
| August 18, 2030 | 4.88 | 25,000 | - | 25,000 | |||||
| August 27, 2030 | US | 4.91 | 50,000 | - | 50,000 | ||||
| 3.87 | 1,752,121 | 1,677,121 | 75,000 |
All values are in US Dollars.
- 14 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in United States Dollars) (Unaudited)
15.Stock options and restricted share units (continued)
(b) Restricted share units
The Company has an RSU plan whereby there is a fixed cap of shares that can be granted under the plan. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of RSUs for the periods presented below:
| **** | Number of RSUs | **** | |
|---|---|---|---|
| Balance, December 31, 2023 | 1,036,900 | ||
| Granted | 1,186,000 | ||
| Cancelled | (103,333 | ) | |
| Converted | (492,897 | ) | |
| Balance, September<br> 30, 2024 | 1,626,670 | ||
| Balance, December 31, 2024 | 2,828,336 | ||
| Granted (i) | 45,000 | ||
| Cancelled | (6,500 | ) | |
| Converted | (852,836 | ) | |
| Balance, September<br> 30, 2025 | 2,014,000 |
| (i) | During<br> the nine months ended September 30, 2025, the Company granted 45,000 RSUs to consultants.<br> These RSUs vest one-third on each of the first, second and third anniversaries of the date<br> of grant. The grant date fair value of the RSUs was $67,297, which was measured based on<br> the quoted price of the Company’s shares on the date of grant. |
|---|
For the three and nine months ended September 30, 2025, the Company recorded share based compensation of $601,473 and $3,709,299, respectively related to vesting of RSU’s, (three and nine months ended September 30, 2024 - $516,371 and $1,266,772, respectively).
16.Loss per share
| Three<br> Months Ended<br><br> September 30, | Nine<br> Months Ended<br><br> September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Net<br> income (loss) for the period | $ | 302,791 | $ | (6,412,344 | ) | $ | (11,771,491 | ) | $ | (6,333,643 | ) |
| Net<br> income (loss) per share - basic and diluted | $ | 0.01 | $ | (0.21 | ) | $ | (0.31 | ) | $ | (0.21 | ) |
| Weighted average<br> number of shares outstanding - basic and diluted | 43,612,656 | 31,181,273 | 38,432,690 | 29,929,917 | |||||||
| Dilutive<br> effect of stock options and warrants | 760,265 | - | - | - | |||||||
| Weighted<br> average number of shares outstanding - diluted | 44,372,921 | 31,181,273 | 38,432,690 | 29,929,917 | |||||||
| ^(i)^ | Diluted<br> income per share does not include the effect of warrants and stock options as they are anti-dilutive. | ||||||||||
| --- | --- |
- 15 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(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<br> Months Ended<br> September 30, | Nine<br> Months Ended<br> September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Professional fees ^(1)^ | $ | 33,788 | $ | 32,772 | $ | 133,021 | $ | 92,982 |
| Salaries ^(1)^ | 212,313 | 213,088 | 1,266,366 | 647,089 | ||||
| Share based compensation^(2)^ | 425,441 | 462,993 | 2,576,261 | 1,162,394 | ||||
| $ | 671,542 | $ | 708,853 | $ | 3,975,648 | $ | 1,902,465 | |
| ^(1)^ | Represents<br> the professional fees and salaries paid to officers and directors in BTC. During the nine<br> months ended September 30, 2025 the Company paid 8 BTC (nine months ended September 30, 2024<br> - 20 BTC) as compensation for the services provided in by officers and directors with a fair<br> value of $784,649 (nine months ended September 30, 2024 - $1,267,813). | |||||||
| --- | --- | |||||||
| ^(2)^ | Represents<br> the share based compensation for officers and directors. | |||||||
| --- | --- |
18.Additional information on the nature of comprehensive loss components
| Three<br> Months Ended<br> September 30, | Nine<br> Months Ended<br> September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Expenses for employee benefits | ||||||||
| Cost<br> of revenue | $ | 211,005 | $ | 229,380 | $ | 647,989 | $ | 589,976 |
| Office and administrative<br> expenses | 212,313 | 213,088 | 1,266,366 | 647,089 | ||||
| $ | 423,318 | $ | 442,468 | $ | 1,914,355 | $ | 1,237,065 |
- 16 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in United States Dollars) (Unaudited)
19.Cash flow supplemental information
| Nine<br> Months Ended September 30, | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Digital currencies<br> items | ||||||
| Digital<br> currencies mined | $ | (3,372,907 | ) | $ | (10,317,937 | ) |
| Bitcoin received from<br> colocation services | (11,993,374 | ) | (4,125,799 | ) | ||
| Bitcoin received for<br> electricity sales | - | (2,003,106 | ) | |||
| Services paid in digital<br> currencies | 784,649 | 1,267,813 | ||||
| Gain on sale of digital<br> currencies | (674,345 | ) | (228,969 | ) | ||
| Digital currencies for<br> loan repayment | - | 273,360 | ||||
| Gain<br> on revaluation of digital currencies | (385,945 | ) | (251,453 | ) | ||
| $ | (15,641,922 | ) | $ | (15,386,091 | ) | |
| Working<br> capital items | ||||||
| Amounts receivable and<br> prepaid expenses | $ | (4,070,631 | ) | $ | (931,023 | ) |
| Accounts payable and<br> accrued liabilities | (3,997,603 | ) | 1,348,174 | |||
| Income tax receivable | - | 124,337 | ||||
| Deposit<br> payable | - | 717,342 | ||||
| $ | (8,068,234 | ) | $ | 1,258,830 | ||
| Other<br> supplemental information | ||||||
| Interest paid | $ | - | $ | - | ||
| Taxes<br> paid | $ | - | $ | - |
20.Segmented reporting
The Company has three operating segments being cryptocurrency mining, sales of energy and electricity and colocation services located in the United States.
| Nine<br> Months Ended September 30, 2025 | Cryptocurrency<br><br> mining | Sales<br> of energy<br> and electricity | Colocation<br> services | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 3,372,907 | $ | 8,685,841 | $ | 13,474,599 | $ | 25,533,347 | ||||
| Cost of revenue | (1,428,702 | ) | (13,185,949 | ) | (8,041,701 | ) | (22,656,352 | ) | ||||
| Depreciation and amortization | (1,001,614 | ) | (331,512 | ) | (4,008,349 | ) | (5,341,475 | ) | ||||
| Gross profit (loss) | 942,591 | (4,831,620 | ) | 1,424,549 | (2,464,480 | ) | ||||||
| Net profit (loss) | (8,364,420 | ) | (4,831,620 | ) | 1,424,549 | (11,771,491 | ) | |||||
| Nine<br> Months Ended September 30, 2024 | Cryptocurrency<br><br> mining | Sales<br> of energy<br> and electricity | Colocation<br><br> services | Total | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 10,317,937 | $ | 10,333,091 | $ | 10,713,695 | $ | 31,364,723 | ||||
| Cost of revenue | (6,045,943 | ) | (13,187,210 | ) | (6,277,844 | ) | (25,510,997 | ) | ||||
| Depreciation and amortization | (5,652,571 | ) | (267,912 | ) | (5,869,382 | ) | (11,789,865 | ) | ||||
| Gross loss | (1,380,577 | ) | (3,122,031 | ) | (1,433,531 | ) | (5,936,139 | ) | ||||
| Net loss | (1,778,081 | ) | (3,122,031 | ) | (1,433,531 | ) | (6,333,643 | ) |
- 17 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in United States Dollars) (Unaudited)
21.Non-controlling interest
The Company incorporated US Data Centers Inc., as a subsidiary on September 20, 2024. Subsequent to December 31, 2024, the Company dissolved this subsidiary and incorporated an entity of the same name. Funds of approximately $1,000,000 were distributed back to the original shareholders upon on dissolution.
22.Capital management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital and reserves. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2024.
23.Financial instruments and risk management
Fairvalue
The fair value of the Company’s financial instruments, including cash, current portion of amounts receivable, investment and accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. Deposit payable is due to arm’s length third parties, the fair values of this payable is measured using relevant market input (Level 3). The fair value of deposit payable was calculated using actualized cash flows using market rates in effect at the balance sheet date. Reasonable changes to key assumptions would not have a significant impact. Investment is measured using a market-based valuation approach, utilizing relevant Level 3 market inputs. Digital currencies are measured at fair value using the quoted price on Gemini Exchange (Level 2). Warrant liabilities are measured at fair value using the Black-Scholes pricing model (Level 2) (see note 12).
Risks
Creditrisk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash, amounts receivable and promissory note receivable. The cash held in an account which is FDIC insured up to $3 million. The Company believes no impairment is necessary in respect of amounts receivable, deposits and promissory note receivable as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.
Liquidityrisk
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 caused in digital currency prices and exchange rates.
- 18 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in United States Dollars) (Unaudited)
23.Financial instruments and risk management (continued)
The following table summarizes the expected maturity of the Company’s significant financial liabilities and other liabilities based on the remaining period from the balance sheet date to the contractual maturity date:
| As<br> at September 30, 2025 | Payments<br> by period | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Less than 1 year | 1-3 years | 4-5 years | More than 5 years | Total | Carrying Value | ||||||
| Accounts payable and accrued liabilities | $ | 2,753,670 | $ | - | $ | - | $ | - | $ | 2,753,670 | $ | 2,753,670 |
| Deposit payable | - | 2,203,526 | - | - | 2,203,526 | 2,203,526 | ||||||
| $ | 2,753,670 | $ | 2,203,526 | $ | - | $ | - | $ | 4,957,196 | $ | 4,957,196 | |
| As<br> at December 31, 2024 | Payments<br> by period | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| **** | Less than 1 year | 1-3 years | 4-5 years | More than 5 years | Total | Carrying Value | ||||||
| Accounts payable and accrued liabilities | $ | 6,579,948 | $ | - | $ | - | $ | - | $ | 6,579,948 | $ | 6,579,948 |
| Deposit payable | - | 2,203,526 | - | - | 2,203,526 | 2,203,526 | ||||||
| Lease liabilities | 60,000 | 80,000 | - | - | 140,000 | 126,797 | ||||||
| Loan payable | 77,564 | - | - | - | 77,564 | 77,564 | ||||||
| $ | 6,717,512 | $ | 2,283,526 | $ | - | $ | - | $ | 9,001,038 | $ | 8,987,835 |
Foreigncurrency risk
Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Company incurs in its operations.
As the Company operates in an international environment, some of the Company’s financial instruments and transactions are denominated in currencies other than an entity’s functional currency. The fluctuation of the Canadian dollar in relation to the US dollar will consequently impact the profitability of the Company and may also affect the value of the Company’s assets and liabilities and the amount of shareholders’ equity. As at September 30, 2025 and December 31, 2024, the foreign currency risk was considered minimal.
Digitalcurrency 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.
- 19 -
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in United States Dollars) (Unaudited)
23.Financial instruments and risk management (continued)
At September 30, 2025, had the market price of the Company’s holdings of Bitcoin increased or decreased by 10% with all other variables held constant, the corresponding asset value increase or decrease respectively would amount to $1,119,288 (December 31, 2024 - $452,542).
At September 30, 2025, had the market price of the Company’s holdings of Ethereum increased or decreased by 10% with all other variables held constant, the corresponding asset value increase or decrease respectively would amount to $415,996 (December 31, 2024 - $nil).
24.Subsequent events
Subsequent to quarter end, the Company issued 274,698 subordinate voting shares from the exercise of warrants with a price of $3.66 per warrant for gross proceeds of $1,005,395. In addition, the Company issued 801,889 from the exercise of pre-funded warrants.
Subsequent to quarter end, the Company issued 158,580 from the exercise of option and RSUs.
Subsequent to quarter end, the Company issued 18,962,029 subordinate voting shares for a total aggregate of $71,414,138 pursuant to the at-the-market equity program.
- 20 -
Exhibit 99.2
DIGI POWER X INC. (FORMERLY “DIGIHOSTTECHNOLOGY INC.”)
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER30, 2025
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Introduction
The following management’s discussion & analysis (this “MD&A”) of the financial condition and results of the operations of Digi Power X Inc. (formerly “Digihost Technology Inc.”) (the “Company” or “Digi Power”) 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, 2025. 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 Company’s unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2025, and 2024, 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, were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee.
The effective date of this MD&A is November 13, 2025.
For the purpose of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considered the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Company’s subordinate voting shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluated materiality with reference to all relevant circumstances, including potential market sensitivity.
Information about the Company and its operations can be obtained from the offices of the Company and is available for review under the Company’s profile on the System for Electronic Documents Analysis and Retrieval + (“SEDAR +”) website (www.sedarplus.ca) and on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov/edgar.
The Company’s management team (“Management”) is responsible for the preparation and integrity of the Financial Statements including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the Financial Statements and MD&A, is complete and reliable.
Description of Business
Digi Power, through its U.S. operating subsidiaries, is an innovative energy infrastructure company that develops data centers to drive the expansion of sustainable energy assets. With multiple sites, including its combined cycle and high-capacity substations, the Company taps into and enhances the energy grid, supporting both industrial clients and broader energy markets
Digi Power’s mission is to create efficient, reliable, and cost-effective energy solutions by maximizing the potential of our power facilities and building advanced infrastructure to meet the demands of high-performance computing, Bitcoin mining, and other energy-intensive industries. The Company currently operates three U.S.-based Bitcoin mining sites and 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 218 NW 24^th^ Street, 2^nd^ Floor, Miami, Florida 33127.
**P a g e | 1**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
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 a 24-hour period from the actual time they are mined. The Bitcoin price is volatile and can change markedly from day to day. This volatility in price can result in material changes in revenue recorded from period to period.
Network mining difficulty is one of the most significant competitive conditions the Company faces in its Bitcoin mining operation. Network difficulty is a unitless measure of how difficult it is to find a hash below a given target. Network difficulty is impacted directly by the price of Bitcoin. As the price of Bitcoin increases network mining difficulty may increase if more competitors begin to mine Bitcoin, which would result in a decrease in the number of Bitcoins mined by the Company based upon its existing computing power. As network difficulty rises the cost 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 results in a proportional increase in network difficulty.
With respect to the conversion of the Company’s Bitcoin to cash, the Company relies on a third-party service provider to broker sales of its mined Bitcoin. In 2022, the Company began to monetize a portion of Bitcoin mined to fund the Company’s operating costs and SG&A expenses, mitigating the need to access equity markets to fund those costs and expenses when appropriate. This strategy has continued during the entirety of 2025 and to the date of this MD&A.
A “mining pool” is a service operated by a mining pool operator that pools the resources of individual miners to share their processing power over a network. Mining pools emerged in response to the growing difficulty and network hash rate competing for Bitcoin rewards on the Bitcoin blockchain as a way of lowering costs and reducing the risk of an individual miner’s mining activities. The mining pool operator provides a service that coordinates the computing power of the independent mining enterprises participating in the mining pool. Mining pools are subject to various risks such as disruption and down time. In the event that a pool we utilize experiences down time or is not yielding returns, our results may be impacted.
The Company uses a mining pool that pays Bitcoin rewards utilizing a “Full-Pay-Per-Share” payout of Bitcoin based on a contractual formula, which calculates payout primarily based on the hash rate provided by us to the mining pool as a percentage of total network hash rate, along with other inputs. We are entitled to consideration even if a block is not successfully placed by the mining pool operator. The Company transitioned completely to this type of mining pool in 2022 and utilized it for the period ended September 30, 2025, and to the date of this MD&A.
Mining Operations
Bitcoin
As of September 30, 2025, the Company held a total of approximately 97 Bitcoins with an inventory value of $11,192,883 based on the Bitcoin price as of that date per the Gemini exchange. For the nine-month period ending September 30, 2025, Digi Power mined a total of approximately 33 Bitcoins compared to a total of approximately 183 Bitcoins for the nine-month period ending September 30, 2024, representing a decrease of 82%.
For the three-month period ended September 30, 2025, Digi Power mined a total of 10 Bitcoins compared to 9 for the three-month period ended September 30, 2024, an increase of 10%.
The number of coins mined decreased compared to 2024 due to the continued expansion of the Company’s colocation operations agreements that were entered into in order to diversify its operations.
For the three-month period ended September 30, 2025, Digi Power purchased a total of 16 Bitcoins compared to 0 for the three-month period ended September 30, 2024.
**P a g e | 2**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Ethereum
As of September 30, 2025, the Company held a total of 1,002 Ethereum with an inventory of $4,159,955 based on the Ethereum price as of that date per the Gemini exchange (2024: $0).
Updates and Expansion
On February 7, 2023, the Company announced that it had completed the acquisition of a 60 MW power plant in North Tonawanda, NY. Further to the Company’s initial news release on March 24, 2021, the terms of the acquisition were amended to reflect an all-cash purchase price. No shares of the Company were issued in connection with the acquisition.
The acquisition represents a significant milestone in the Company’s ongoing infrastructure expansion strategy. As a result of the acquisition, the Company’s consolidated operating capacity across its three sites represents approximately 90MW of available power, representing approximately 2 EH/s of computing power. The generator capacity will continue flexible operation to ensure that 24/7 dispatchable supply is made available to area residents, businesses and industry to mitigate impacts of power interruptions in concert with directives of the New York Independent System Operator (NYISO).
A Colocation Services Agreement was entered into on April 20, 2023, by and between the Company and Bit Digital USA, Inc. (“Bit”). Under the terms of the agreement, Digi Power provides hosting services in return for reimbursement of power consumption per the contractual terms.
A Colocation Services Agreement was entered into on September 21, 2023, by and between the Company and a strategic partner. Under the terms of the agreement, Digi Power provides hosting services in return for reimbursement of power consumption per the contractual terms.
On July 11, 2024, the Company announced that it signed a profit-sharing agreement with a strategic partner. Under the executed agreement, the Company agreed to integrate 11,000 state-of-the-art S21 miners (200/TH) into its facilities, translating to approximately 44 MW of hosting. This deal also includes a profit-sharing component, whereby the Company receives 60% of the daily Bitcoin mining rewards earned from the S21 miners in exchange for providing the agreed upon capacity and electrical infrastructure support.
On February 7, 2025, the Company closed a private placement for gross proceeds of $6,609,500 and consisted of the sale of 2,503,601 subordinate voting shares of the Company and 1,251,805 warrants at a price of $2.64. Each warrant is exercisable at a price of $3.66 and expires three years from the issuance date.
The Company incorporated US Data Centers Inc. as a subsidiary on September 20, 2024. In Q1 2025, the Company dissolved this subsidiary and incorporated an entity of the same name. Funds of approximately $1,000,000 were distributed back to the original shareholders upon dissolution.
On February 11, 2025, Digi Power announced the formation of US Data Centers, Inc. (“US Data Centers”), a wholly owned subsidiary of the Company which will be dedicated to the development of high-performance computing (“HPC”) and artificial intelligence (“AI”)-focused data centers. The new US Data Centers website can be found at www.usdatacenters.ai.
With the launch of US Data Centers, Digi Power is creating a dedicated platform focused entirely on delivering AI and HPC solutions, ensuring purpose-built infrastructure for the next generation of computing. As its first major initiative, US Data Centers plans to lead the transformation of the Company’s existing site in Columbiana, Alabama into a state-of-the-art Tier 3 data center designed to support next-generation AI and HPC workloads.
**P a g e | 3**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
First ARMS 200 Pod Deployment Expected in Q4 2025 – The Company has commenced assembly of its first ARMS 200 Tier III AI data center pod during Q4 2025, with full activation expected in Q1 2026. This milestone, when achieved, will represent Digi Power X’s first modular AI infrastructure deployment under its ARMS (AI-Ready Modular Solution) platform.
Load Study Approved for Additional 60 MW of Power in Upstate New York – The Company has received approval for a load study providing an additional 60 MW of available power capacity in one its New York locations, further strengthening Digi Power X’s energy infrastructure to support future AI expansion across its U.S. sites.
First B200 GPU Cluster Deployment on Track – In partnership with Super Micro Computers, Inc. (“SMCI”), the Company remains on schedule to have its first NVIDIA B200 GPU cluster fully operational by Q1 2026, which will mark a major milestone in its AI infrastructure roadmap.
The Company continues to develop its retail compute platform, NeoCloudz, expected to launch in January 2026. Built on an SMCI enterprise-grade backbone, NeoCloudz is designed to provide developers, startups, and enterprises with on-demand access to GPU compute through a modern, consumer-grade interface. The platform will leverage Digi Power X’s Tier III infrastructure, high-efficiency liquid cooling and low-latency networking architecture to deliver scalable, high-performance AI and HPC capabilities to users worldwide.
As part of its ongoing transition from cryptocurrency mining to AI-driven infrastructure, Digi Power X has established a phased deployment plan across its existing power assets. This strategic roadmap reflects the Company’s disciplined approach to scaling Tier III AI data center capacity while optimizing energy efficiency and returns. The following is an anticipated roadmap of the Company’s power asset allocation towards AI-driven projects:
| ● | Q1 2026: 5 MW |
|---|---|
| ● | Q2 2026: 15 MW |
| ● | Q3 2026: 30 MW |
| ● | Q4 2026: Total of 55 MW, with 40 MW critical load capacity |
The Company currently has the following power available through its dedicated infrastructure:
| ● | Alabama site: 55 MW |
|---|---|
| ● | New York sites: 141.7 MW |
| ● | Total available power today: 196.7 MW |
| ● | North Carolina (anticipated availability by 2028): 200 MW |
Looking ahead to 2027, the Company is targeting a total operational capacity of 195 MW, including 140 MW of critical AI compute infrastructure. That planned expansion underscores Digi Power X’s commitment to becoming a leading provider of high-density, AI-optimized Tier III data center capacity in North America.
**P a g e | 4**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Green Initiative
Digi Power’s operations use a blend of renewable energy, zero-carbon electricity, and non-renewable sources. Currently, 91% of the electricity consumed by the Company’s grid-based power across its two New York State sites is sourced from zero-carbon generation. Additionally, more than 50% of the total energy consumed at these sites is derived from renewable sources.
As the Company brings online its own natural gas-fired power generation facility, it will focus on sourcing renewable natural gas (RNG) for at least 50% of the natural gas consumed at its Alabama site. New York State’s growing RNG ecosystem—primarily supplied by anaerobic digesters on local dairy farms and by landfill gas recovery—positions the Company to support sustainable fuel sourcing.
Current Carbon-Neutrality Efforts & Initiatives include:
| ● | 100%<br> Carbon Neutral by 2026: The Company is committed to achieving 100% carbon neutrality across<br> all operations with a net-zero carbon footprint by the end of 2026. While the original goal<br> was 2025, the timeline has been adjusted to align with updated projections on New York State’s<br> renewable energy deployment, which is slightly behind pace. The Company remains on track<br> to meet its long-term target of using 100% renewable energy by 2030. |
|---|---|
| ● | Community<br> Solar Leadership: The Company is the anchor subscriber to a 5 MW community solar project<br> located in Grand Island, NY, just 15 miles from its East Delevan facility. This project is<br> expected to generate enough clean electricity to power more than 2,500 homes annually. Our<br> participation directly supports the development of new renewable assets, adds clean energy<br> to the grid, and reduces our overall electricity costs. |
| --- | --- |
| ● | Digigreen<br> Initiative: An internal program focused on implementing sustainable, environmentally responsible,<br> and economically sound practices. This initiative helps position the Company as an industry<br> leader in reducing and eliminating its carbon footprint without sacrificing profitability. |
| --- | --- |
| ● | Crypto<br> Climate Accord: As a signatory to this private sector-led initiative, the Company is working<br> collaboratively with other crypto stakeholders to rapidly decarbonize the cryptocurrency<br> industry. |
| --- | --- |
| ● | Proof<br> of Green: The Company is developing proprietary standards to measure and audit its carbon<br> impact. These tools enable regular environmental accountability reports and provide strategic<br> guidance to directors and shareholders on carbon reduction opportunities across operations. |
| --- | --- |
At-the-Market Offering
On May 30, 2025, the Company entered into an at-the-market sales agreement with A.G.P./Alliance Global Partners as agent (the “Agent”), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). From the commencement of the ATM Program through September 30, 2025, the Company issued 1,116,421 subordinate voting shares in exchange for gross proceeds of $2,841,705, at an average share price of $2.55, and received net proceeds of $2,655,391 after paying commissions of $86,314 to the Agent and incurring $100,000 of other transaction fees.
Custodial services for digital currencies
The Company has a digital custody account with Gemini Trust Company, LLC (Gemini). Gemini is a digital currency exchange and custodian that allows customers to buy, sell, and store its digital assets. Gemini holds 100% of the Company’s cryptocurrency assets in hot storage. Gemini is not a related party of the Company. The Company is not aware of anything with regards to Gemini’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
The Company has chosen to hold its full inventory of Company’s cryptocurrency assets with Gemini due to its track record in the industry. Gemini is a New York trust company regulated by the New York State Department of Financial Services and is the foreign equivalent of a Canadian financial institution (as that term is defined in National Instrument 45-106 – Prospectus Exemption). Gemini is a qualified custodian under New York Banking Law and is licensed by the State of New York to custody digital assets. Gemini has not appointed a sub-custodian to hold any of the Company’s cryptocurrencies. Gemini has US$100M split between US$25M of commercial crime insurance for digital assets held in online hot wallet and US$75M for offline, cold storage insurance coverage. Although the Company has historically utilized both cold and hot storage for its digital crypto assets with Gemini, the Company currently holds all its cryptocurrencies custodied with Gemini in hot storage.
**P a g e | 5**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
The Company has conducted due diligence on Gemini and has not identified any material concerns. It routinely reviews and verifies its asset balances on public blockchain explorers. Management of the Company is not aware of any security breaches or other similar incidents involving Gemini that resulted in lost or stolen cryptocurrency assets. In the event of an insolvency or bankruptcy of Gemini, the Company would write off as losses any unrecoverable cryptocurrency assets.
In order to monitor Gemini, the Company relies on system and organization controls provided by a SOC 2 Type II report, which was undertaken by Deloitte & Touche LLP, an independent audit firm. A SOC 2 Type II certification and report are viewed as instrumental in providing verification to third parties that appropriate controls have been put in place to safeguard the Company’s cryptocurrency assets, specifically as it relates to having strict security and data protection processes and protocols.
In general, a SOC 2 Type II certification is issued by an outside auditor that evaluates the extent to which a vendor complies with five trust principles based on the systems and processes in place. These five principles include the following:
| ● | “Security”,<br> which addresses the safeguarding of system resources and assets against unauthorized access; |
|---|---|
| ● | “Availability”,<br> which addresses the accessibility of the system as stipulated by the applicable service agreement<br> between vendor and customer; |
| --- | --- |
| ● | “Processing<br> Integrity”, which addresses whether or not a system achieves its purpose; |
| --- | --- |
| ● | “Confidentiality”,<br> which addresses whether access and disclosure of data is restricted to a specified set of<br> persons or organizations; and |
| --- | --- |
| ● | “Privacy”,<br> which addresses the system’s collection, use, retention, disclosure and disposal of<br> personal information in conformity with an organization’s privacy notice. |
| --- | --- |
The Company has elected to use Gemini as its sole custodian as Gemini compiles documented controls that can be provided to the Company, such as the SOC 2 Type II certification. The Company reviews the SOC 2 Type II report to ensure it maintains a secure technology infrastructure and the security systems designed to safeguard cryptocurrency assets are operating effectively. To date, the Company has not identified any material concerns based on its review of the SOC 2 Type II report.
Gemini maintains insurance coverage for the cryptocurrency held on behalf of the Company in its online hot wallet. The Company is in the process of looking to insure the remainder of its mined digital currency. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally not available, or is uneconomical for the Company to obtain, which leads to the risk of inadequate insurance cover.
On occasion, to mitigate third-party risk, the Company will hold a portion of its digital currencies in cold storage solutions that are not connected to the internet. The Company’s digital assets that are held in cold storage are stored in safety deposit boxes at a bank branch. The wallets in which the Company stores its cryptocurrency assets are not multi-signature wallets; however, the Company secures the 24-word seed phrase, which facilitates recovery of the wallets should the wallets become lost, stolen or damaged, by partitioning the seed phrase in multiple parts, and securing each part in a separate location. Each part of the seed phrase is stored in either a safe or safety deposit box, The Company replicates this security protocol by taking the same 24-word seed phrase, partitioning this into several parts and storing each part in a secure location in a separate safe or safety deposit box than was used for the first copy of the seed-phrase. This duplication ensures that the digital currencies held via cold storage solutions will be recoverable by the Company, should the Company’s cold-wallets become lost, stolen or damaged. During the quarter-ended September 30, 2025, all of the Company’s cryptocurrency assets were and, as of the date of this MD&A, all of the Company’s cryptocurrency assets are currently held in its Gemini wallets.
**P a g e | 6**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
EBITDA – NON-GAAPMEASURE
“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. Management believes “Adjusted EBITDA” is a useful financial metric to assess its operating performance on a cash basis before the impact of non-cash items and acquisition related activities.
Three months ended September30,
| **** | 2025 | 2024 | **** | ||
|---|---|---|---|---|---|
| Income (loss) before other items | $ | 302,791 | $ | (6,412,344 | ) |
| Taxes and Interest | (21,024) | 4,467 | |||
| Depreciation | 1,594,993 | 3,887,362 | |||
| EBITDA | **** | 1,876,760 | **** | (2,520,515 | ) **** |
Selected Financial Information
| Period ended<br> September 30,<br> 2025<br> () | Year ended<br> December 31,<br> 2024<br> () | Year ended<br> December 31,<br> 2023<br> () | ||||
|---|---|---|---|---|---|---|
| Revenue | ||||||
| Net income (loss) | ) | ) | ) | |||
| Net income (loss) per share – basic and diluted | ) | ) | ) |
All values are in US Dollars.
| Period ended<br> September 30,<br> 2025 <br>() | Year ended<br> December 31,<br> 2024<br> () | As at<br> December 31,<br> 2023 <br>() | |
|---|---|---|---|
| Total assets | |||
| Total long-term liabilities |
All values are in US Dollars.
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
| Net Income or (Loss) | |||||||
|---|---|---|---|---|---|---|---|
| Three Months Ended | Revenues<br> () | Total<br> () | Per Share -<br> Basic<br> () | Per Share -<br> Diluted<br> () | |||
| 2025-September 30 | |||||||
| 2025-June 30 | ) | ) | ) | ||||
| 2025-March 31 | ) | ) | ) | ||||
| 2024-December 31 | ) | ) | ) | ||||
| 2024-September 30 | ) | ) | ) | ||||
| 2024-June 30 | ) | ) | ) | ||||
| 2024-March 31 | |||||||
| 2023-December 31 | ) | ) | ) |
All values are in US Dollars.
The Company is generally not subject to seasonality. Factors that may impact revenues and profitability include Bitcoin price, network difficulty, the price of power, foreign currency fluctuations and the Company’s hashrate.
**P a g e | 7**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Results of Operations
For the three months ended September 30, 2025,compared to the three months ended September 30, 2024:
For the three months ended September 30, 2025, the Company’s net income was $302,791 compared to a net loss of $6,412,344 or the three months ended September 30, 2024. Highlights of the quarter include:
Revenue
Revenue from Bitcoin mining was $1,212,291 for the three months ended September 30, 2025, compared to $538,943 for the period ended September 30, 2024.
For the three-month period ended September 30, 2025, the Company self-mined a total of approximately 10 Bitcoins at an average Bitcoin price of US$105,320 (from Gemini) compared to the three-month period ended September 30, 2024, in which the Company mined approximately 9 Bitcoins at an average price of Bitcoin of US$61,033.
The primary reason for the minimal amount in the Company’s mining revenues in Q3 2025 and Q3 2024 was the continued diversification of the Company’s revenue streams by entering into the colocation agreements mentioned above in this MD&A. By entering into these contracts, the Company was able to utilize its existing infrastructure and power supply and receive consistent payment for consumption.
From the colocation agreements, the Company recognized revenue from colocation service agreements of $3,904,675 for the quarter ended September 30, 2025 (2024: $7,076,259). The decline in colocation revenue in Q3 2025 versus Q3 2024 is attributed to the Company’s transition to building out AI-driven infrastructure during the quarter in one of its previous hosting locations. Sale of electricity was $nil in Q3 2025 as the Company’s agreement with Northern Data expired at the end of Q2 2024 (2024: $2,904,208).
The Company also recognized revenue from the sale of energy of 3,028,343 for the period, compared to $1,560,538 in Q3 2024. Revenue from this acquisition of a business is recognized each month through the operations of the plant through its available capacity that can be sold, and actual generation of power sold. The increase in revenue on a year-over-year basis was due to the plant selling its power to the grid during the current year instead of using the plant power to run its mining operations (higher power pricing drove the decision to curtail).
Cost of Sales
The Company’s cost of sales was $8,999,194 for the three-month period ended September 30, 2025, compared to $12,221,764 for the three-month period ended September 30, 2024.
Depreciation and amortization expense decreased by $2,292,369 year over year as the expense associated with the $3.2 million of assets related to the Company’s infrastructure and mining equipment that were put into use during the first half of 2024 was offset by the reduction of expense associated with fully depreciated assets.
Cost of revenue of $6,827,854 as of September 30, 2025, decreased by $930,201 with the prior year ($8,176,713) as the Company’s utility expenses decreased in parallel with its reduction in self mining and colocation.
General, Administrative & Other Expenses
The Company’s general and administrative expenses were $331,097 for the three-month period ended September 30, 2025, compared to $2,059,877 in the same period of 2024.
**P a g e | 8**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
The primary drivers in the current period versus the quarter ended September 30, 2025, were due to:
| ● | Increase<br> in office and administrative spend of $436,079 associated with expenses incurred for marketing<br> and consulting fees to help drive business expansion. |
|---|---|
| ● | Foreign<br> exchange gain of $1,525,368 (2024: loss of $875,602) related to currency exchange fluctuations<br> on the intercompany balances. |
| --- | --- |
| ● | Share<br> based compensation expense of $601,473 (2024: $516,371) related to vested stock options and<br> RSU’s awards. |
| --- | --- |
Other income/expense items of note in the current year include the revaluation of the warrant liabilities, which resulted in a gain of $1.466 million (2024: loss of $1.3 million).
For the nine months ended September 30, 2025,compared to the nine months ended September 30, 2024:
For the nine months ended September 30, 2025, the Company’s net loss was $11,771,491 compared to net income of $6,333,643 for the nine months ended September 30, 2024. Highlights of the quarter include:
Revenue
Revenue from Bitcoin mining was $3,372,907 for the nine months ended September 30, 2025, compared to $10,317,937 for the period ended September 30, 2024.
For the nine-month period ended September 30, 2025, the Company self-mined a total of approximately 33 Bitcoins at an average Bitcoin price of US$102,266 (from Gemini) compared to the nine-month period ended September 30, 2024, in which the Company mined approximately 183 Bitcoins at an average price of Bitcoin of US60,133.
The primary reason for the decrease in the Company’s mining revenue in 2025 versus 2024 was the continued diversification of the Company’s revenue streams by entering into the colocation agreements mentioned above in this MD&A. By entering into those agreements, the Company was able to utilize its existing infrastructure and power supply and receive consistent payment for consumption.
From those agreements, the Company recognized revenue from colocation service agreements of $13,474,599 for the nine months ended September 30, 2025 (2024: $10,713,695). Sale of electricity was $nil in 2025 as the Company’s agreement with Northern Data expired at the end of Q2 2024 (2024: $6,283,028).
The Company also recognized revenue from the sale of energy of $8,685,841 year to date, compared to $4,050,063 in 2024. Revenue from this acquisition of a business is recognized each month through the operations of the plant through its available capacity that can be sold, and actual generation of power sold. The increase in revenue on a year-over-year basis was due to the plant selling its power to the grid during the current year instead of using the plant power to run its mining operations (higher power pricing drove the decision to curtail).
Cost of Sales
The Company’s cost of sales was $27,997,827 for the nine-month period ended September 30, 2025, compared to $37,300,862 for the nine-month period ended September 30, 2024.
Depreciation and amortization expense decreased by $6,448,390 year-over-year as the expense associated with the $3.2 million of assets related to the Company’s infrastructure and mining equipment that were put into use during the first half of 2024 was offset by the reduction of expense associated with fully depreciated assets.
**P a g e | 9**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Cost of revenue of $22,656,353 as of September 30, 2025, decreased by $2,854,645 compared to the prior year ($25,510,997) as the Company’s utility expenses decreased in parallel with its reduction in self mining in addition to the Company periodically curtailing its energy usage due to power pricing.
General, Administrative & Other Expenses
The Company’s general and administrative expenses were $10,269,289 for the nine-month period ended September 30, 2025, compared to $2,755,814 in 2024.
The primary drivers in the current period versus the year ended September 30, 2025, were due to:
| ● | Increase<br> in office and administrative spend of $1,745,168 associated with expenses incurred related<br> to a performance bonus paid to a Company officer and an increase in marketing and consulting<br> fees to help drive business expansion. |
|---|---|
| ● | Foreign<br> exchange loss of $2,076,856 (2024: gain of $1,127,244) related to currency exchange fluctuations<br> on the intercompany balances. |
| --- | --- |
| ● | Share<br> based compensation expense of $3,709,299 (2024: $1,266,772) related to vested stock options<br> and RSU’s awards. |
| --- | --- |
Other income/expense items of note in the current year include the revaluation of the warrant liabilities which resulted in a gain of $954,721 (2024: gain of $2,380,351).
Cash flows
Operating Activities
Cash used by operating activities for the quarter year ended September 30, 2025, was $25,136,035 as compared to cash used of $10,837,731 for the quarter ended September 30, 2024. The difference is primarily attributable to the change in warrant liability (-$954,721 versus -$2,380,351, decrease in depreciation and amortization ($5,302,504 versus 11,750,891) and the increase in amounts owed for working capital items in the current quarter (-$8,068,234 versus $1,258,830).
Investing Activities
Cash provided from investing activities for the quarter year ended September 30, 2025, was $1,809,377 as compared to cash provided from investing activities of $8,109,305 for the quarter ended September 30, 2024. In the current period, cash of $3,005,123 was used for the purchase of equipment, $6,157,514 for the acquisition of digital currencies, and there were digital currencies traded for cash of $10,972,014. In the prior year, $3,200,000 was used for the purchase of mining infrastructure equipment and there were digital currencies traded for cash of $11,309,305.
Financing Activities
Cash provided by financing activities for the quarter year ended September 30, 2025, was $27,836,840, as compared to cash provided of $2,975,763 for the quarter ended September 30, 2024. The drivers of the balance in the current period were proceeds of shares issued for cash of $20,073,556 and the proceeds from exercise of warrants and options of $6,389,037, partly offset by repayment of loans of $78,130 and lease payments of $35,000. The drivers of the balance in the prior year were proceeds of shares issued for cash of $4,005,457, offset by repayment of loans of $516,100 and lease and mortgage payments of $113,094 and $400,500.
**P a g e | 10**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Liquidity and Financial Position
As of September 30, 2025, the Company had a positive working capital balance of $15,050,134 including digital currencies of $15,352,838. The Company commenced earning revenue from digital currency mining in mid-February 2020; however, it has limited operating history, and there can be no assurance that the Company’s historical performance will be indicative of its future performance.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, continue its colocation arrangements, 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 Digi Power to maximize the return to its shareholders while also optimizing 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 to 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.
In order to achieve its future business objectives, Digi Power may need to liquidate or borrow against Bitcoin that has been accumulated as of the date hereof as well as Bitcoin generated from ongoing operations, which may or may not be possible on commercially attractive terms or at all. The Company presently anticipates that additional financing may be required to fund its initiative of developing high-performance computing and artificial intelligence focused data centers.
The Company also anticipates that additional financing could be required as part of its ongoing transition from cryptocurrency mining to AI-driven infrastructure.
Digi Power may manage its capital structure through a variety of methods, including, without limitation, by issuing equity, seeking financing through loan products, adjusting capital spending, entering into beneficial hosting or colocation agreements, or disposing of assets.
Notes Receivable and Related Party Transactions
Investment
In December 2021, the Company entered into an agreement for a Secured Convertible Promissory Note (“Note”) with principal of $800,000. The Note accrued interest at a rate of 6% per annum, with 3% payable in cash every calendar quarter and 3% payable in notes. The Note was converted into Series C Preferred Stock (“Shares”) of the issuer effective October 1, 2023, with 8,000 warrants issued to the Company. The Shares are secured by the assets of the issuer. As at September 30, 2025, the fair value of the Shares and warrants was estimated to be $900,844.
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.
**P a g e | 11**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
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<br> September 30, <br> 2025 | Period ended<br> September 30,<br> 2024 | |||
|---|---|---|---|---|
| Professional fees ^(1)^ | 133,021 | 92,982 | ||
| Salaries ^(1)^ | 1,266,366 | 647,089 | ||
| Share based compensation ^(2)^ | 2,576,261 | 1,162,394 | ||
| Total | $ | 3,975,648 | $ | 1,902,465 |
| ^(1)^ | Represents the professional fees and salaries paid to officers<br>and directors in BTC. During the nine months ended September 30, 2025, the Company paid 8 BTC (nine months ended September 30, 2024 -<br>20 BTC) as compensation for the services provided in by officers and directors with a fair value of $784,649 (nine months ended September<br>30, 2024 - $1,267,813). | |||
| --- | --- | |||
| ^(2)^ | Represents the share-based compensation for officers and directors. | |||
| --- | --- |
Share Capital
As of the date of this MD&A, the Company has 64,937,707 subordinate voting shares outstanding.
As of the date of this MD&A, the Company had issued 1,659,374 stock options, 1,948,167 restricted share units and 1,301,046 warrants, including 240,385 broker warrants.
Subsequent Events
Subsequent to quarter end, the Company issued 274,698 subordinate voting shares from the exercise of warrants with a price of $3.66 per warrant for gross proceeds of $1,005,395. In addition, the Company issued 801,889 from the exercise of pre-funded warrants.
Subsequent to quarter end, the Company issued 158,580 from the exercise of option and RSUs.
Subsequent to quarter end, the Company issued 18,962,029 subordinate voting shares for a total aggregate of $71,414,138 pursuant to the at-the-market equity program.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
Adoption of new accounting policies
On October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements – Classification of Liabilities as Current or Non-Current and Noncurrent Liabilities with Covenants. These amendments increase the disclosure required to enable users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within 12 months. The amendments are effective January 1, 2024. Retrospective application is required on adoption. These amendments resulted in $5,456,749 of warrant liabilities previously classified as long term, to be reclassified as current liabilities as at December 31, 2023, upon adoption. As at September 30, 2025, the Company’s warrant liabilities of $2,155,509 are entirely classified as current liabilities, as the counterparties who hold them may exercise them into common shares of the Company at any time.
**P a g e | 12**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Accounting standards issued but not yet effective
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. We are currently assessing the effect of this new standard on our financial statements.
As at September 30, 2025, there are no other IFRS or IFRIC interpretations with future effective dates that are expected to have a material impact on the Company.
Critical accounting judgements, estimates andassumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) Income from digital currency mining
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
**P a g e | 13**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
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) Income, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
(i) 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.
(ii) Data miners valuation
Impairment of data miners was estimated based on the recoverable amount of mining equipment based on current market prices and hash rate power per miner type. The recoverable amount represents the higher value between an asset’s fair value less costs to sell and its value in use. Hash rate power refers to the computational power of the mining equipment, which directly affects the mining efficiency and potential revenue generation. As the market prices for mining equipment and hash rate power can vary significantly over time, these factors are considered in estimating the recoverable amount of the assets. The current market prices for mining equipment are obtained from various sources, including manufacturers, distributors, and marketplaces for used equipment. Management reviews and compares these prices regularly to ensure the accuracy and relevance of the data.
(iii) Warrant liability
The Company uses Black Scholes method to determine the fair value of the warrant liability. The Black Scholes method requires significant judgement in determining the fair value such as volatility and risk-free rate. A change in these inputs could lead to significant change in the fair value of the warrant liability.
Restatement of statement of cash flows
The statement of cash flows in the prior year has been restated to reclassify the cash proceeds from the sale of digital assets and the cash disbursements related to their acquisition, which are accounted for as intangible assets under IAS 38, from cash flows from investing activities to cash flows from operating activities. The Company has determined that this error was material to the previously issued consolidated financial statements and as such, has restated its consolidated financial statements, as applicable.
**P a g e | 14**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Disclosure of Internal Controls
Disclosure Controls and Procedures
Management of the Company, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO” of the Company, have designed, or caused to be designed under their supervision, disclosure controls and procedures (“DC&P”), to provide reasonable assurance that:
| i. | Material information relating to the Company is made known<br>to them by others, particularly during the period in which the annual filings are prepared; and |
|---|---|
| ii. | Information required to be disclosed by the Company in the<br>annual filings, interim filings or other reports filed or submitted by the Company under securities legislation was recorded, processed,<br>summarized and reported within the time periods specified in securities legislation. |
| --- | --- |
Internal Control over Financial Reporting
Management, under the supervision of the CEO and CFO, is also responsible for establishing and maintain adequate internal controls over financial reporting (“ICFR”). Management, under the supervision of the CEO and CFO, have designed, or caused to be designed under their supervision, ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
Management, under the supervision of the CEO and CFO of the Company, have evaluated the effectiveness of its ICFR as defined in National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings. The control framework used for this evaluation was Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management, under the supervision of the Company’s CEO and CFO, concluded that a material weakness in the ICFR existed as of September 30, 2025, and accordingly the Company’s ICFR were not effective. See below under “Identified Material Weakness”.
Changes in internal control over financialreporting
There were no changes in the Company’s ICFR that materially affected, or were reasonably likely to materially affect, the Company’s ICFR during the period beginning on July 1, 2025, and ended September 30, 2025.
Limitation of DC&P and ICFR
All control systems contain inherent limitations, no matter how well designed. As a result, Management acknowledges that its internal control over financial reporting will not prevent or detect all misstatements due to error or fraud. In addition, Management’s evaluation of controls can provide only reasonable, not absolute, assurance that all control issues that may result in material misstatements, if any, have been detected.
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/EDGAR.
**P a g e | 15**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Identified material weakness
We have identified material weaknesses in our internal control over financial reporting relating to (a) the Company not having effective review and reconciliation procedures related to the period end balances in connection with the closing of financial statements for a particular period, and (b) the Company having insufficient procedures or processes to independently generate an expectation over the rewards which should be received from self-mining and colocation agreements based on the hashing power provided to the network, in order to assess the completeness and accuracy of rewards received from these revenue streams. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. To respond to the material weaknesses we identified, we plan to implement review and reconciliation procedures for period end balances related to the items where a deficiency was noted and to establish and maintain an equipment list that will allow the Company to verify the Bitcoin rewards we receive from mining pools and colocation agreements, as described in ITEM 15. “Controls and Procedures.” Even if we successfully implement our remediation plan, there is no assurance that this initiative will ultimately have its intended effect.
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such a case, we may be unable to maintain compliance with applicable U.S. securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result.
Remediation of Material Weaknesses in InternalControl Over Financial Reporting
The Company plans to strengthen its internal control over financial reporting and is committed to ensuring that such controls are designed and operating effectively. The Company plans to implement a formal process to review and reconcile period end balances related to the items described above and properly reassess those items as required. The Company also plans to implement procedures to ensure and maintain a formal review of the equipment listings for its miners used for self-mining and for co-location customers, and to generate an independent expectation of expected rewards based on hashing power provided to the network.
The material weaknesses in the Company’s internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management’s efforts are ongoing, and the Company expects its remediation plan to be completed Q4 2025. If these remediation efforts do not prove effective and control deficiencies and material weaknesses persist or occur in the future, the accuracy and timing of the Company’s financial reporting may be materially and adversely affected, including as described in the “Risk Factors” section below.
Remediation of Prior Material Weakness inInternal Control Over Financial Reporting
As previously reported in the Company’s annual report on 20-F for the fiscal year ended December 31, 2023, management of the Company identified certain material weaknesses related to (a) the Company’s failure to timely communicate with and enable its independent registered public accounting firm to timely complete a PCAOB audit of the Company’s financial statements included in that annual report and (b) the Company improperly classifying proceeds from the sales of digital assets in its financial statements as cash flows from investing activities, rather than cash flows from operating activities. As noted above, a material weakness is not generally considered fully remediated until the enhanced controls related to that material weakness are fully implemented and operate for a sufficient period of time, and management has concluded, through testing, that these controls are operating effectively. Since identifying the material weaknesses, the Company’s management has implemented its plan to remediate these control deficiencies, including in order to timely file its annual report on Form 20-F for the fiscal year ended December 31, 2024, which contains financial statements for the fiscal year ended December 31, 2024, that classified proceeds from the sales of digital assets as cash flows from investing activities. Management has completed its documentation, testing and evaluation of the updated internal controls and determined that, as of December 31, 2024, these controls have now operated for a sufficient period of time, and, through testing of the design and operating effectiveness of the controls, management has concluded that these controls are operating effectively. As such, management concluded that the previously identified material weaknesses have been remediated as of December 31, 2024.
**P a g e | 16**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
Factors Impacting Profitability
MarketPrice of Bitcoin: The Company’s business is heavily dependent on the average price of Bitcoin. The prices of cryptocurrencies, including Bitcoin, have experienced substantial volatility, meaning that high or low prices may be based on speculation and incomplete information, subject to rapidly changing investor sentiment, and influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting. Bitcoin (as well as other cryptocurrencies) may have value based on various factors, including, but not limited to, their acceptance as a means of exchange by consumers and producers, scarcity, and market demand, all of which are beyond the Company’s control.
Halving: Further affecting the industry, particularly for the Bitcoin blockchain, the Bitcoin reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in Bitcoin, which uses a proof-of-work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “halving.” For Bitcoin the reward was initially set at 50 Bitcoin currency rewards per block. The Bitcoin blockchain has undergone halvings three times since its inception as follows: (1) on November 28, 2012, at block height 210,000; (2) on July 9, 2016, at block height 420,000; (3) on May 11, 2020, at block height 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per block; and (4) on April 20, 2024 at block height of 840,000. The next halving for the Bitcoin blockchain is currently anticipated to occur in April 2028 at block height 1,050,000. Halvings will continue to occur until the total amount of Bitcoin currency rewards issued reaches approximately 21 million and the theoretical supply of new Bitcoin is exhausted, which is expected to occur around the year 2140. Many factors influence the price of Bitcoin, and potential increases or decreases in prices in advance of or following a future halving is unknown.
Network Hash Rate and Difficulty: Generally, a Bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the miner’s hash rate, relative to the global network hash rate (i.e., the aggregate amount of computing power devoted to supporting the Bitcoin blockchain at a given time).As demand for Bitcoin has increased, the global network hash rate has increased rapidly, and as greater adoption of Bitcoin occurs, we expect the demand for new Bitcoin will likewise increase as more mining companies are drawn into the industry by this increased demand. Further, as a greater number of increasingly powerful miners have been deployed, the network difficulty for Bitcoin has consequently also increased. Network difficulty is a measure of how difficult it is to solve a block on the Bitcoin blockchain, which is adjusted every 2,016 blocks (approximately every 2 weeks) so that the average time between each block validation remains approximately ten minutes. A high difficulty means that more computing power will be required in order to solve a block and earn a new Bitcoin reward, which, in turn, makes the Bitcoin network more secure by limiting the possibility of one miner or mining pool gaining control of the network. Therefore, as new and existing miners deploy additional hash rate, the global network hash rate will continue to increase, meaning a miner’s share of the global network hash rate (and therefore its chance of earning Bitcoin rewards) will decline if it fails to deploy additional hash rate at pace with the industry.
Cost of electricity: A key factor in the Company’s profitability of its mining and colocation operations is the cost of electricity in the regions where the Company has mining operations. Energy costs generally are subject to government regulation, natural occurrences (including weather) and local supply and demand for energy. The availability and pricing of energy may be negatively affected by governmental or regulatory changes in energy policies in the states where we operate. In addition, the Company is exposed to negative impacts of changes in tax policy, such as, but not limited to, being precluded from claiming back input taxes or other specific taxes imposed on cryptocurrency.
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 report on Form 20-F for the fiscal year ended December 31, 2024, dated March 31 2025 and the Risk Factors contained the Company’s various filings on SEDAR + at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
**P a g e | 17**
DIGI POWER X INC. (FORMERLY “DIGIHOST TECHNOLOGYINC.”)
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
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<br>impact of the Bitcoin Halving in May 2024 on the price of Bitcoin and the normalization after the Bitcoin Halving to pre-Bitcoin Halving<br>profitability levels; |
|---|---|
| ● | future<br>debt levels, financial capacity, liquidity, and capital resources; |
| --- | --- |
| ● | anticipated<br> future sources of funds to meet working capital requirements; |
| --- | --- |
| ● | future<br> capital expenditures and contractual commitments; |
| --- | --- |
| ● | expectations<br> respecting future financial results; |
| --- | --- |
| ● | expectations<br> regarding benefits of certain transactions and capital investments; |
| --- | --- |
| ● | the<br> Company’s objectives, strategies, and competitive strengths and growth strategy, including<br> the ability to develop and build out the infrastructure in North Carolina; |
| --- | --- |
| ● | expectations<br> with respect to future opportunities; |
| --- | --- |
| ● | expectations<br> with respect to the Company’s financial position; |
| --- | --- |
| ● | the<br> Company’s capital expenditure programs and future capital requirements; |
| --- | --- |
| ● | capital<br> resources and the Company’s ability to raise capital; |
| --- | --- |
| ● | industry<br> conditions pertaining to the cryptocurrency industry; and |
| --- | --- |
| ● | ability<br> to finance the development of high-performance computing and artificial intelligence focused<br> data centers; and |
| --- | --- |
| ● | the<br> other factors discussed under “Risk Factors”. |
| --- | --- |
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR + at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
P a g e | 18
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Michel Amar, Chief Executive Officer of Digi Power X Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Digi Power X Inc. (the “issuer”) for the interim period ended September 30, 2025. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>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<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| --- | --- |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure<br>controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument<br>52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s)<br>and I have, as at the end of the period covered by the interim filings |
| --- | --- |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| --- | --- |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and |
| --- | --- |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|---|---|
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s<br>ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission<br>(COSO). |
| --- | --- |
| 5.2 | ICFR – material weakness relating to design: N/A |
| --- | --- |
| 5.3 | Limitation on scope of design: N/A |
| --- | --- |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on July 01, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably<br>likely to materially affect, the issuer’s ICFR. |
| --- | --- |
Date: November 13, 2025
| /s/ Michel Amar |
|---|
| Michel Amar |
| Chief Executive Officer |
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Paul Ciullo, Chief Financial Officer of Digi Power X Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Digi Power X Inc. (the “issuer”) for the interim period ended September 30, 2025. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>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<br>misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| --- | --- |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure<br>controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument<br>52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s)<br>and I have, as at the end of the period covered by the interim filings |
| --- | --- |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| --- | --- |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings<br>are being prepared; and |
| --- | --- |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|---|---|
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s<br>ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission<br>(COSO). |
| --- | --- |
| 5.2 | ICFR – material weakness relating to design: N/A |
| --- | --- |
| 5.3 | Limitation on scope of design: N/A |
| --- | --- |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred<br>during the period beginning on July 01, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably<br>likely to materially affect, the issuer’s ICFR. |
|---|
Date: November 13, 2025
| /s/ Paul Ciullo |
|---|
| Paul Ciullo |
| Chief Financial Officer |
Exhibit 99.5
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digi Power X Inc.
218 NW 24th Street, 2nd Floor
Miami, Florida, 33127
Item2 Date of Material Change
November 13, 2025
Item3 News Release
The press release attached as Schedule “A” was released on November 13, 2025 through an approved Canadian newswire service.
Item4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item5 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 Instrument51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquiries in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michel@digihostblockchain.com
Item 9 Date of Report
November 13, 2025
SCHEDULE“A”

DigiPower X Achieves Positive Net Earnings for Q3 2025 and Reports Strong Balance Sheet to Support 2026 AI Infrastructure Development Plan
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated May 30, 2025 to its short form base shelf prospectus dated May 15, 2025.
Miami, FL – November 13, 2025 – Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), an innovative energy infrastructure company, today announced its unaudited financial results for the three and nine months ended September 30, 2025 (all amounts in U.S. dollars, unless otherwise indicated). The Company’s unaudited consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three and nine-month period ended September 30, 2025, have been filed and made accessible under the Company’s continuous disclosure profile on SEDAR+ at www.sedarplus.ca and are also available on the SEC’s EDGAR website at www.sec.gov/edgar.
Q3 Highlights
| ● | Strong Working Capital Position – Significant balance sheet improvements led to a working capital position of $15.1 million<br>at the end of Q3 2025 (Q3 2024: $0.5 million), representing an increase of 2,731% over the same quarter of the prior year. |
|---|---|
| ● | Achieved positive net income of $0.3 million (Q3 2024: -$6.4 million), EBITDA* of $1.9 million (Q3 2024: -$2.5 million) and Adjusted<br>EBITDA* of $0.8 million (Q3 2024: -$0.96 million) in Q3 2025, representing sustained profitability and efficiency of operations. |
| --- | --- |
| ● | Expanded its inventory of Bitcoin (“BTC”) by 143% during the quarter, from 40 to 97 through the acquisition of<br>BTC and its mining activities. |
| --- | --- |
| ● | Continued to diversify the Company’s cryptocurrency portfolio with the purchase of ETH during the quarter, bringing total ETH<br>holdings to approximately 1,000 ETH as of September 30, 2025. Digi Power X’s total digital currency position of $15.4 million, consisting<br>of $11.2 million BTC and $4.2 ETH at the end of Q3 2025 (based on the Gemini exchange quoted pricing as of September 30, 2025) represents<br>an increase of 213% in total digital currency position over Q3 2024 ($4.9 million). |
| --- | --- |
| ● | Warrants outstanding as of September 30, 2025, of 2.6 million, as the balance at the beginning of the year of 8.8 million was substantially<br>reduced by the expiration and exercising of 8.3 million warrants, partially offset by the 2.1 million warrants issued during 2025 to date. |
| --- | --- |
| ● | The Company invested approximately $3.1 million during the quarter in capital expenditures and data center infrastructure support<br>equipment, as compared to approximately $1.5 million in Q3 2024, commencing the transitioning of one of its facilities into an AI-Tier<br>III data center. On a year-to-date basis, the Company has invested approximately $9.5 million in capital expenditures and data center<br>infrastructure support equipment. |
| --- | --- |
| ● | No long-term debts – Eliminated all loans payable and reduced accounts payable by more than $3.8 million since year-end 2024. |
| --- | --- |
1
Strategic & Operational Updates
| ● | First ARMS 200 Pod Deployment Expected in Q4 2025 – The Company has commenced assembly of its first ARMS 200 Tier III AI data<br>center pod during Q4 2025, with full activation expected in Q1 2026. This milestone, when achieved, will represent Digi Power X’s<br>first modular AI infrastructure deployment under its ARMS (AI-Ready Modular Solution) platform. |
|---|
| ● | Load Study Approved for Additional 60 MW of Power in Upstate New York – The Company has received approval for a load study providing<br>an additional 60 MW of available power capacity in one its New York locations, further strengthening Digi Power X’s energy infrastructure<br>to support future AI expansion across its U.S. sites. |
|---|---|
| ● | First B200 GPU Cluster Deployment on Track – In partnership with Super Micro Computers, Inc. (“SMCI”), the<br>Company remains on schedule to have its first NVIDIA B200 GPU cluster fully operational by Q1 2026, which will mark a major milestone<br>in its AI infrastructure roadmap. |
| --- | --- |
| ● | Advanced AI Customer Discussions – The Company is in active discussions with multiple potential AI customers to secure long-term<br>infrastructure contracts. Although discussions are advancing, there is no guarantee that any contracts will be finalized. |
|---|---|
| ● | The Company expects to begin implementing its ARMS 200 platform in January 2026 across its Tier III facilities. This deployment will<br>be the next stage in Digi Power X’s AI transformation strategy, enabling rapid, scalable AI compute infrastructure at each operational<br>site. |
| --- | --- |
| ● | Increased Energy Sales Revenue – Energy sales grew 112% year-over-year in Q3, to approximately $8.7 million, monetizing power<br>assets alongside core colocation services. |
| --- | --- |
| ● | Operational Streamlining – Reduced cost of revenue and depreciation expenses by over $9.3 million compared to the first nine<br>months of 2024, positioning the Company for improved margins ahead. |
| --- | --- |
| ● | The Company continues to develop its retail compute platform, NeoCloudz, expected to launch in January 2026. Built on an SMCI enterprise-grade<br>backbone, NeoCloudz is designed to provide developers, startups, and enterprises with on-demand access to GPU compute through a modern,<br>consumer-grade interface. The platform will leverage Digi Power X’s Tier III infrastructure, high-efficiency liquid cooling and<br>low-latency networking architecture to deliver scalable, high-performance AI and HPC capabilities to users worldwide. |
| --- | --- |
Alec Amar, President of Digi Power X, stated, “NeoCloudz was designed to democratize access to AI compute. We’re giving smaller AI developers, research labs and startups similar infrastructure advantages traditionally reserved for hyperscalers.”
Current Financial Position
| ● | Strong Liquidity Position – As of today, Digi Power X holds over $90 million in cash, Bitcoin, Ethereum and cash equivalents,<br>its strongest liquidity position in company history. |
|---|---|
| ● | The Company’s approximate $90 million in holdings represents over 1/3 of Digi Power X’s current market capitalization. |
| --- | --- |
| ● | This robust liquidity positions Digi Power X to accelerate the rollout of its 2026 AI infrastructure development plan, which includes<br>the planned deployment of high-efficiency Tier III AI data centers and expansion of the Company’s critical power capacity across<br>multiple U.S. sites. |
| --- | --- |
2
AI Transition Plan for Existing Power Assets
As part of its ongoing transition from cryptocurrency mining to AI-driven infrastructure, Digi Power X has established a phased deployment plan across its existing power assets. This strategic roadmap reflects the Company’s disciplined approach to scaling Tier III AI data center capacity while optimizing energy efficiency and returns. The following is an anticipated roadmap of the Company’s power asset allocation towards AI-driven projects:
| ● | Q1 2026: 5 MW |
|---|---|
| ● | Q2 2026: 15 MW |
| ● | Q3 2026: 30 MW |
| ● | Q4 2026: Total of 55 MW, with 40 MW critical load capacity |
The Company currently has the following power available through its dedicated infrastructure:
| ● | Alabama site: 55 MW |
|---|---|
| ● | New York sites: 141.7 MW |
| ● | Total available power today: 196.7 MW |
| ● | North Carolina (anticipated availability by 2028): 200 MW |
2027 Operational Target: 195 MW total, including 140 MW critical IT load.
2026–2027 Outlook & Guidance
2026 Guidance
Blockchain Mining
| ● | Anticipated to be comparable to current levels. |
|---|
AI Colocation (Tier III Data Processing)
| ● | Anticipated scaling to 40 MW of critical IT load capacity. |
|---|
GPU-as-a-Service (NeoCloudz)
| ● | Deployment of 1,024 NVIDIA B200/B300 GPUs. |
|---|
3
2027 Guidance
Blockchain Mining
| ● | Anticipated to be comparable to current levels. |
|---|
AI Colocation (Tier III Data Processing)
| ● | Anticipated expansion to 120 MW Tier III IT load. |
|---|
GPU-as-a-Service (NeoCloudz)
| ● | Target scale-up to 3,072 GPUs. |
|---|
Michel Amar, Chief Executive Officer, stated: “Digi Power X is transforming from a traditional compute operator into a next-generation AI infrastructure company. Our ARMS 200 pod, NeoCloudz platform and expanded power portfolio form a unified ecosystem capable of supporting AI customers at every stage, from startups to enterprise-scale deployments. We have never been better positioned to lead in high-density Tier III AI compute.”
At-the-Market Financing Update
On May 30, 2025, the Company entered into an at-the-market sales agreement with A.G.P./Alliance Global Partners as sales agent (the “Agent”), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). During the quarter ended September 30, 2025, the Company issued 310,130 subordinate voting shares in exchange for gross proceeds of $1,074,451, at an average share price of $3.46, and received net proceeds of $1,039,962 after paying commissions of $34,489 to the Agent.
Debt Settlement
The Company also announces that that its debt settlement agreement, previously announced on July 3, 2025 (the “Debt Settlement”), has closed. The Debt Settlement received final approval by the TSX Venture Exchange on November 6, 2025. All securities to be issued pursuant to the Debt Settlement will be subject to a four-month and one-day statutory hold period from the closing date.
About Digi Power X
Digi Power X is an innovative energy infrastructure company that develops Tier III-certified modular AI data centers and drives the expansion of sustainable energy assets.
For further information, please contact:
Michel Amar, Chief Executive Officer
Digi Power X Inc.
www.digipowerx.com
Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
4
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 the Company’s expectations concerning the potential further improvements to profitability and efficiency across the Company’s operations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, the Company’s outlook and guidance for 2026 and 2027 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: delivery of equipment and implementation of systems may not occur on the timelines anticipated by the Company or at all; future capital needs and uncertainty of additional financing; outlook and guidance for 2026 and 2027 may not occur on the timelines anticipated by the Company, or at all; share dilution resulting from equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; development of additional facilities and installation of infrastructure to expand operations may not be completed on the timelines anticipated by the Company, or at all; ability to access additional power from the local power grid and realize the potential of the clean energy strategy on terms which are economic or at all; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; development of additional facilities to expand operations may not be completed on the timelines anticipated by the Company; ability to access additional power from the local power grid; an increase in natural gas prices may negatively affect the profitability of the Company’s power plant; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedarplus.ca and www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about, among other things, 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 applicable law.
5
| (U.S. in thousands except per share data) | September 30<br> 2025 | September 30<br> 2024 | ||||
| Revenue from digital currency mining | 3,373 | 9,779 | ||||
| Revenue from colocation services | 13,475 | 3,637 | ||||
| Revenue from sale of electricity | - | 6,283 | ||||
| Revenue from sale of energy | 8,685 | 2,490 | ||||
| Cost of sales | (22,656 | ) | (17,177 | ) | ||
| Depreciation and amortization | (5,341 | ) | (7,903 | ) | ||
| Gross profit (loss) | (2,464 | ) | (2,890 | ) | ||
| General and administrative and other expenses | (5,373 | ) | (2,262 | ) | ||
| Foreign exchange | (2,077 | ) | 2,003 | |||
| Gain on disposition of cryptocurrencies | 675 | 271 | ||||
| Change in FV of loan payable and salaries payable | (171 | ) | (20 | ) | ||
| Other Income | - | 14 | ||||
| Share based compensation | (3,709 | ) | (750 | ) | ||
| Gain on revaluation of digital currencies | 386 | 49 | ||||
| Operating loss | (12,734 | ) | (3,586 | ) | ||
| Revaluation of warrant liabilities | 955 | 3,682 | ||||
| Net financial expenses | 8 | (17 | ) | |||
| Net loss before income taxes | (11,771 | ) | 79 | |||
| Deferred tax (expense) recovery | - | - | ||||
| Net income (loss) for the year | (11,771 | ) | 79 | |||
| Foreign currency translation adjustment | 1,829 | (1,847 | ) | |||
| Revaluation of digital currency, net of tax | - | - | ||||
| Total comprehensive income (loss) for the year | (9,942 | ) | (1,768 | ) | ||
| Basic and diluted income (loss) per share | (0.31 | ) | 0.00 | |||
| Weighted average number of subordinate voting shares outstanding – diluted | 38,432,690 | 29,929,917 |
All values are in US Dollars.
| * | EBITDA and Adjusted EBITDA – NON-IFRS MEASURE |
|---|
EBITDA and Adjusted EBITDA are non-IFRS financial measures and should be read in conjunction with and should not be viewed as an alternative to or replacement of measures of operating results and liquidity presented in accordance with IFRS. Readers are referred to the reconciliations of non-IFRS measures included in the Company’s MD&A and in the table below.
6
The following table provides a reconciliation of net income to EBITDA and Adjusted EBITDA for the 3 months ended September 30, 2025, and 2024:
Three months ended September 30,
| 2025 | 2024 | |||
|---|---|---|---|---|
| Income (loss) before other items | ) | |||
| Taxes and Interest | ) | |||
| Depreciation | ||||
| EBITDA | ) |
All values are in US Dollars.
Three months ended September 30,
| 2025 | 2024 | |||
|---|---|---|---|---|
| Income (loss) before other items | ) | |||
| Taxes and Interest | ) | |||
| Revaluation of warrant liabilities | ) | |||
| Share based compensation | ||||
| FV changes and revaluations | ) | ) | ||
| Depreciation | ||||
| Adjusted EBITDA | ) |
All values are in US Dollars.
7