Digi Power X Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 1. | Nature of operations |
Digi Power X Inc. (together with its subsidiaries, Digihost International, Inc., DGX Holding, LLC, World Generation X, LLC, and US Data Centers, Inc., the “Corporation” or “Digi Power”) is an innovative energy infrastructure corporation that develops data centers to drive the expansion of sustainable energy assets.
The Corporation was incorporated in British Columbia, Canada, on February 18, 2017 and operated under the name “Digihost Technology Inc.” until March 6, 2025. The Corporation’ subordinate voting shares were listed on the TSX Venture Exchange, and the Corporation’s subordinate voting shares were uplisted to Cboe Canada on February 27, 2026. The Corporation is listed on Cboe Canada and the NASDAQ trading under the trading symbols DGX and DGXX, respectively. The head office of the Corporation is located at 218 NW 24 th Street, 2 nd Floor, Miami, Florida 33127.
These unaudited condensed interim consolidated financial statements of the Corporation were reviewed, approved and authorized for issue by the Board of Directors of the Corporation (the “Board”) on May 15, 2026.
| 2. | Basis of Presentation and Summary of Significant Accounting Policies |
| (a) | Statement of compliance |
The accompanying unaudited condensed interim consolidated financial statements included herein have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) and under the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting. The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the Corporation’s financial position, results of operations, and cash flows. The condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosures of the Corporation normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted under the SEC’s rules and regulations. These unaudited condensed interim consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto for the year ended December 31, 2025, included in the Corporation’s Annual Report on Form 10-K, as originally filed with the SEC on March 31, 2026 and as amended on April 27, 2026 (the “2025 Annual Report”).
Prior to January 1, 2026, the Corporation was a foreign private issuer reporting its financial statements under IFRS Accounting Standards as issued by the International Accounting Standards Boards. These unaudited condensed interim consolidated financial statements, for all periods, are presented in accordance with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”).
These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, meaning that the Corporation will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| (b) | Basis of consolidation |
These unaudited condensed interim consolidated financial statements include the accounts of Digi Power, its wholly owned subsidiaries, Digihost International, Inc., DGX Holdings, LLC, and World Generation X, and its partially owned subsidiary, US Data Centers, Inc., with the Corporation owning 51% of such entity as of March 31, 2026. Subsidiaries are consolidated from the date of acquisition, being the date on which the Corporation obtains control and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor’s returns. All intercompany transactions and balances have been eliminated upon consolidation. Foreign exchange gains and losses on cross-currency intercompany loan balances that are not of a long-term investment nature are included in foreign exchange gain (loss). Net earnings or loss and each component of other comprehensive income are attributed to the shareholders of the Corporation and to the non-controlling interests. Total comprehensive income is attributed to the shareholders of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance on consolidation.
| (c) | Segment reporting |
The reporting segments are identified on the basis of information that is reviewed by the chief executive officer of the Corporation (the “CEO”) to make decisions about resources to be allocated and assess its performance. Accordingly, for management purposes, the Corporation hasfour reporting segments namely, cryptocurrency mining, sales of energy, colocation services, and AI data centers.
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by thechief operating decision maker (“CODM”), which is comprised of the Corporation’s President and the CEO. The CODM uses segment gross profit (loss), working capital, and EBITDA to assess the performance of, manage the operations of, and allocate capital and operational resources to the Corporation’sfour reportable segments. EBITDA is defined as earnings before interest expense, taxes, depreciation and amortization.
| (d) | Critical accounting judgements, estimates and assumptions |
The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgements 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.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
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 Corporation 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 Corporation 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 unaudited condensed interim consolidated balance sheets, 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 Corporation’s treatment of its digital currencies as a traded commodity.
| (ii) | Income, value added, withholding and other taxes |
The Corporation is subject to income, value added, withholding and other taxes. Significant judgement is required in determining the Corporation’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 Corporation recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Corporation’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Corporation’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. A deferred tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the asset can be utilized. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period.
Developments in an audit, litigation, or the relevant laws, regulations, administrative practices, principles, and interpretations could have a material effect on our operating results or cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods. We recognize the tax benefit from an uncertain tax position in accordance with ASC 740, Income Taxes, only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authority, including resolution of the appeals or litigation processes, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed interim consolidated financial statements from such a position are measured based on the largest benefit for each such position that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Many factors are considered when evaluating and estimating the tax positions and tax benefits. Such estimates involve interpretations of regulations, rulings, case law, etc. and are inherently complex. Our estimates may require periodic adjustments and may not accurately anticipate actual outcomes as resolution of income tax treatments in individual jurisdictions typically would not be known for several years after completion of any fiscal year. We believe the judgements and estimates discussed above are reasonable. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
| (iii) | Impairment of property, plant and equipment |
Management applies judgement in assessing whether indicators of impairment exist for property, plant and equipment, including assets under construction.
The Corporation reviews its property and equipment and intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Impairment exists when the carrying value of the Corporation’s asset exceeds the related estimated undiscounted future cash flows expected to be derived from the asset. If impairment exists, the carrying value of that asset is adjusted to its fair value. This assessment requires consideration of internal and external factors such as changes in the expected use of assets, operating performance, market conditions, and strategic plans. As at March 31, 2026, management concluded thatno impairment indicators existed for the Corporation’s property, plant and equipment.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
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) | Warrant liability |
The Corporation uses Black Scholes method or the Monte Carlo simulation technique 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.
| (e) | Recently announced accounting pronouncements not yet adopted |
The Corporation continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Corporation’s financial reporting, the Corporation undertakes an analysis to determine any required changes to its unaudited condensed interim consolidated financial statements and assures that there are proper controls in place to ascertain that the Corporation’s unaudited condensed interim consolidated financial statements properly reflect the change.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosures of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the unaudited condensed interim Consolidated Statements of Operations. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03. The new standard is effective for the Corporation for its annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Corporation is currently evaluating the impact of adopting the standard.
There were no other significant updates to the recently issued accounting standards which may be applicable to the Corporation. Although there are several other new accounting pronouncements issued or proposed by the FASB, the Corporation does not believe any of those accounting pronouncements have had or will have a material impact on its financial position or operating results.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 3. | Digital currencies |
The Corporation’s holdings of digital currencies consist of the following:
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Bitcoin | $11,430,207 | $11,812,321 |
| Ethereum | 2,131,189 | 3,001,859 |
| $13,561,396 | $14,814,180 |
The continuity of digital currencies was as follows:
| Number of Ethereum · Amount · Number of Bitcoin · Amount · Total | ||||||
|---|---|---|---|---|---|---|
| Balance, December 31, 2024 | - | $ | - | 48 | $4,525,416 | $4,525,416 |
| Digital currencies mined and staked | 7 | 27,128 | 34 | 3,496,250 | 3,523,378 | |
| Digital currencies received from colocation services | - | - | 156 | 15,649,009 | 15,649,009 | |
| Acquisition of digital currencies | 1,002 | 4,245,883 | 16 | 1,911,631 | 6,157,514 | |
| Digital currencies traded for cash | - | - | (111) | (10,972,014) | (10,972,014) | |
| Digital currencies paid for services | - | - | (9) | (843,665) | (843,665) | |
| Digital currencies remitted as per Miner Agreement | - | - | (1) | (145,199) | (145,199) | |
| Gain on sale of digital currencies | - | - | - | 1,029,017 | 1,029,017 | |
| Revaluation adjustment | - | (1,271,152) | - | (2,838,124) | (4,109,276) | |
| Balance, December 31, 2025 | 1,009 | 3,001,859 | 133 | 11,812,321 | 14,814,180 | |
| Digital currencies mined and staked(1) | 4 | 10,405 | - | 37,322 | 47,727 | |
| Digital currencies received from colocation services | - | - | 34 | 2,576,804 | 2,576,804 | |
| Digital currencies paid for services | - | - | (1) | (115,630) | (115,630) | |
| Gain on sale of digital currencies | - | - | - | 2,418 | 2,418 | |
| Revaluation adjustment | - | (881,075) | - | (2,883,028) | (3,764,103) | |
| Balance, March 31, 2026 | 1,013 | $2,131,189 | 166 | $11,430,207 | $13,561,396 | |
| (1) | During the three months ended March 31, 2026, the Corporation staked 4 Ethereum. |
The cost bases of the Corporation’s holdings of digital currencies consist of:
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Bitcoin | $14,313,234 | $14,301,245 |
| Ethereum | 3,012,264 | 4,273,011 |
| $17,325,498 | $18,574,256 |
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 4. | Amounts receivable and other assets |
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Utility deposits | $3,370,975 | $5,228,270 |
| Equipment deposit | 20,902,909 | 8,496,528 |
| Prepaid expenses | 63,451 | 56,585 |
| Accounts receivable | - | 1,136,972 |
| Other receivable | 1,529,106 | 382,715 |
| 25,866,441 | 15,301,070 | |
| Long-term deposits and prepaid expenses | (24,337,335) | (13,724,798) |
| $1,529,106 | $1,576,272 |
The Corporation uses the single expected credit loss impairment model, which is based on changes in credit quality since initial application.
The Corporation assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Corporation considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Corporation in full or when the financial asset is more than 90 days past due.
The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Corporation determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
| 5. | Property, plant and equipment |
| Land and buildings(1) | Data miners | Equipment (1) | Leasehold improvement | Power plant in use(2) | Total | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| December 31, 2024 | $7,094,339 | $31,895,779 | $24,592,207 | $1,079,542 | $5,234,577 | $69,896,444 |
| Additions | 1,718,524 | 1,100,550 | 1,962,022 | - | 1,405,657 | 6,186,753 |
| Disposal | - | (14,041,665) | - | - | - | (14,041,665) |
| December 31, 2025 | 8,812,863 | 18,954,664 | 26,554,229 | 1,079,542 | 6,640,234 | 62,041,532 |
| Additions | 1,429,804 | - | 2,903,093 | - | 290,577 | 4,623,474 |
| March 31, 2026 | $10,242,667 | $18,954,664 | $29,457,322 | $1,079,542 | $6,930,811 | $66,665,006 |
| Accumulated depreciation | ||||||
| December 31, 2024 | $491,218 | $31,496,438 | $13,061,778 | $506,900 | $696,367 | $46,252,701 |
| Depreciation | 403,233 | 399,341 | 5,469,650 | 105,318 | 447,054 | 6,824,596 |
| Impairment | - | (14,041,665) | - | - | - | (14,041,665) |
| December 31, 2025 | 894,451 | 17,854,114 | 18,531,428 | 612,218 | 1,143,421 | 39,035,632 |
| Depreciation | 123,957 | 91,713 | 1,048,935 | 26,330 | 126,864 | 1,417,799 |
| March 31, 2026 | $1,018,408 | $17,945,827 | $19,580,363 | $638,548 | $1,270,285 | $40,453,431 |
| Net carrying value | ||||||
| As at December 31, 2025 | $7,918,412 | $1,100,550 | $8,022,801 | $467,324 | $5,496,813 | $23,005,900 |
| As at March 31, 2026 | $9,224,259 | $1,008,837 | $9,876,959 | $440,994 | $5,660,526 | $26,211,575 |
| (1) | As at March 31, 2026, the Corporation made capital investments related to the development of its Tier III AI data centers segment (see Note 17 to the Condensed Interim Consolidated Financial Statements) and are included within property, plant and equipment. Depreciation is not recognized on the AI data center assets that are not yet available for their intended use. The carrying amount of these assets is $5,013,601. |
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 6. | Intangible asset |
Intangible asset relates to the right-of-use of an electric power facility for a period of 156 months. As at March 31, 2026, there were 81 months remaining of the amortization period.
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Cost | $1,680,000 | $1,680,000 |
| Accumulated amortization | (785,968) | (753,661) |
| Intangible assets, net | $894,032 | $926,339 |
During the three months ended March 31, 2026, the Corporation recognized amortization expense of $32,307 (as compared to $32,308 for the three months ended March 31, 2025), related to intangible assets.
| 7. | Investment |
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Balance, beginning of period | $1,543,331 | $900,844 |
| Additional investment (ii) | 1,000,000 | - |
| Change in fair value of investment | - | 642,487 |
| Balance, end of period | $2,543,331 | $1,543,331 |
(i) In December 2021, the Corporation entered into an agreement for a Secured Convertible Promissory Note (the “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 (the “Shares”) of the issuer effective October 1, 2023, with 8,000 warrants issued to the Corporation. The Shares are secured by the assets of the issuer. As at March 31, 2026, the fair value of the Shares and warrants was estimated to be $1,543,331.
(ii)On February 11, 2026, the Corporation invested $1,000,000 in Alpha Square Fund, LP, a Delaware limited partnership managed by Alpha Square Management, LLC, through the purchase of limited partnership interests in the fund.
| 8. | Warrant liabilities |
The Corporation has warrants classified as financial liabilities as they are not considered to be indexed to the common shares of the Corporation, due to the exercise price of the warrants denominated in a currency other than the Corporation’s functional currency. In addition, during the three months ended March 31, 2026, the Corporation issued a warrant in respect of 269,231 SV Shares that do not meet the criteria for equity classification because they include provisions that could require the Corporation to redeem the warrants for cash upon expiration if specified market conditions are not met, resulting in a potential obligation to transfer cash that is outside the Corporation’s control. Therefore the Corporation 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 additional paid-in capital.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
The following table summarizes the changes in the warrant liabilities for the Corporation’s warrants for the periods ended March 31, 2026 and December 31, 2025:
| Number of warrants | Amount | |
|---|---|---|
| Balance, December 31, 2024 | 3,636,363 | $3,040,494 |
| Warrants issued | 1,492,190 | 3,215,255 |
| Warrants exercised | (3,653,410) | (7,324,588) |
| Revaluation of warrant liabilities | - | 3,110,015 |
| Foreign currency translation | - | 256,754 |
| Balance, December 31, 2025 | 1,475,143 | 2,297,930 |
| Warrants issued | 269,231 | 599,039 |
| Revaluation of warrant liabilities | - | (784,833) |
| Foreign currency translation | - | (35,376) |
| Balance, March 31, 2026 | 1,744,374 | $2,076,760 |
The fair value of the Corporation’s warrants issued during the three months ended March 31, 2026 were determined using the Monte Carlo simulation model with the following assumptions: expected life of 5 years; risk-free rate of 3.65%; expected volatility of 120.57%; and dividend yield of 0%. As at March 31, 2026, the warrants were remeasured with the following assumptions: expected life of 4.9 years; risk free rate of 3.92%; expected volatility of 113.16%; and dividend yield of 0%. The Corporation determined the fair value of the warrant liability based on based on Geometric Brownian Motion, which reflected our estimates regarding the probability and timing of events that could result in payments to the warrant holder or the exercise of the warrants.
The fair value of the Corporation’s warrants determined using the Black-Scholes pricing model was determined with the following weighted average assumptions:
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Spot price (in CAD$) | $2.63 | $3.50 |
| Risk-free interest rate | 2.86% | 2.64% |
| Expected annual volatility | 122% | 121% |
| Expected life (years) | 2.26 | 2.48 |
| Dividend | nil | nil |
The following table reflects the Corporation’s warrants classified as liabilities outstanding and exercisable as at March 31, 2026.
| Expiry date | SV Shares underlyingWarrants outstanding and exercisable | Exercise price |
|---|---|---|
| August 15, 2027 | 522,727 | US$2.00 |
| February 7, 2028 | 712,031 | US$3.66 |
| July 21, 2030 | 240,385 | US$3.59 |
| February 20, 2031 | 269,231 | US$2.85 |
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 9. | 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 |
(i) On February 7, 2025, the Corporation completed a private placement consisting of 2,503,601 units of the Corporation 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 Corporation and one half warrant, with each warrant entitling the holder to purchase one additional share. The warrants have an exercise price of $3.66 per share and exercise period ofthree years from the issuance date.
| 10. | Warrants Classified as Equity |
| Number of Warrants | Weighted Average Exercise Price (CAD$) | |
|---|---|---|
| Balance, December 31, 2024 and March 31, 2025 | 5,696,427 | 6.67 |
| Balance, December 31, 2025 and March 31, 2026 | - | - |
As of March 31, 2026, no equity-classified warrants are outstanding.
| 11. | Stock options and restricted share units |
The following table presents share-based compensation expense by instrument type:
| Three Months Ended March 31, | 2026 | 2025 |
|---|---|---|
| Stock options | $654,108 | $417,843 |
| Restricted share units | 698,867 | 410,920 |
| $1,352,975 | $828,763 |
| (a) | Stock options |
The Corporation has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Corporation’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with relevant exchange policies. These option awards generally vest immediately or up to 1 year of continuous service.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
The following table reflects the continuity of stock options for the periods presented below:
| Number of Stock Options | Weighted Average Exercise Price (CAD$) | |
|---|---|---|
| Balance, December 31, 2024 | 482,954 | 4.60 |
| Granted | 362,500 | 1.85 |
| Expired / cancelled | (158,333) | 2.88 |
| Balance, March 31, 2025 | 687,121 | 3.55 |
| Balance, December 31, 2025 | 2,943,793 | 3.74 |
| Granted | 250,000 | 5.32 |
| Expired / cancelled | (143,663) | 6.18 |
| Balance, March 31, 2026 | 3,050,130 | 3.75 |
The fair value of options granted for the three months ended March 31, 2026 and 2025 was $562,396 and $415,588, respectively.
The fair value of the Corporation’s options has been determined using the Black-Scholes pricing model and the following weighted average assumptions:
| Spot price (in CAD$) | $3.48 |
|---|---|
| Risk-free interest rate | 2.98% |
| Expected annual volatility | 143% |
| Expected life (years) | 5.00 |
| Dividend | nil |
| Fair value of option | $3.06 |
The aggregate intrinsic value of stock options outstanding and exercisable as at March 31, 2026 is $699,064. As of March 31, 2026, there was $29,384 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next 0.4 years.
The following table reflects the stock options issued and outstanding as of March 31, 2026:
| Expiry Date | Exercise Price (CAD$) | Weighted Average Remaining Contractual Life (years) | Number of Options Outstanding | Number of Options Vested (exercisable) | Number of Options Unvested |
|---|---|---|---|---|---|
| May 17, 2026 | 7.35 | 0.13 | 35,131 | 35,131 | - |
| June 22, 2026 | 4.20 | 0.23 | 19,999 | 19,999 | - |
| March 5, 2030 | US$1.25 | 3.93 | 200,000 | 200,000 | - |
| June 6, 2030 | 2.09 | 4.19 | 1,040,000 | 1,040,000 | - |
| August 18, 2030 | 3.23 | 4.39 | 25,000 | 12,500 | 12,500 |
| August 27, 2030 | US$2.25 | 4.41 | 50,000 | 25,000 | 25,000 |
| November 19, 2030 | 4.90 | 4.64 | 1,430,000 | 1,430,000 | - |
| January 30, 2031 | US$2.60 | 4.84 | 100,000 | 100,000 | - |
| January 30, 2031 | US$6.00 | 4.84 | 100,000 | 100,000 | - |
| March 23, 2031 | US$2.39 | 4.98 | 50,000 | 50,000 | - |
| 3.75 | 4.37 | 3,050,130 | 3,012,630 | 37,500 |
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| (b) | Restricted share units |
The Corporation 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 relevant exchange policies.
The following table reflects the continuity of RSUs for the periods presented below:
| Number of RSUs | |
|---|---|
| Balance, December 31, 2024 | 2,828,336 |
| Granted (i) | 45,000 |
| Converted | (792,669) |
| Cancelled | (6,500) |
| Balance, March 31, 2025 | 2,074,167 |
| Balance, December 31, 2025 | 2,283,943 |
| Granted (ii) | 1,050,000 |
| Converted | (379,664) |
| Balance, March 31, 2026 | 2,954,279 |
| (i) | During the three months ended March 31, 2025, the Corporation granted 45,000 RSUs to consultants. These RSUs vest one-third on each of the first, second and third anniversaries of the date of grant. The grant date fair value of the RSUs was $67,297, which was measured based on the quoted price of the Corporation’s shares on the date of grant. |
|---|
| (ii) | During the three months ended March 31, 2026, the Corporation granted an aggregate of 1,050,000 RSUs to one officer of the Corporation and one consultant of the Corporation. These RSUs vest one-third on each of the first, second and third anniversaries of the date of grant. The grant date fair value of the RSUs was $2,897,380, which was measured based on the quoted price of the Corporation’s shares on the date of grant. |
|---|
The aggregate intrinsic value of RSUs outstanding as at March 31, 2026 is $5,997,186. As of March 31, 2026, there was $6,874,380 of total unrecognized compensation cost related to nonvested RSUs granted to be recognized over the next 2.25 years. The fair value of RSUs is generally measured as the grant date price of the Corporation’s share.
For the three months ended March 31, 2026, the Corporation recorded share-based compensation of $698,867 related to vesting of RSUs (three months ended March 31, 2025 - $410,920).
| 12. | General and administrative expenses |
General and administrative expenses are comprised of:
| Three Months Ended March 31, | 2026 | 2025 |
|---|---|---|
| Office and administrative expenses | $1,843,171 | $1,275,169 |
| Professional fees | 1,009,986 | 505,429 |
| Regulatory fees | 127,830 | 104,941 |
| Share based compensation | 1,352,975 | 828,763 |
| $4,333,962 | $2,714,302 |
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 13. | Loss per share |
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of shares of common stock during the period, plus common stock equivalents, outstanding during the period. If the Corporation reports a net loss, the computation of diluted loss per share excludes the effect of dilutive common stock equivalents, as their effect would be anti-dilutive.
The following table sets forth the computation of basic and diluted loss per share attributable to common stockholders:
| Three Months Ended March 31, | 2026 | 2025 |
|---|---|---|
| Numerator | ||
| Net loss for the period | $(4,652,345) | $(1,633,261) |
| Less: Net loss attributable to non-controlling interest | - | - |
| Net loss attributable to common shareholders - basic and diluted | $(4,652,345) | $(1,633,261) |
| Denominator | ||
| Weighted average shares used in computing net loss per share attributable to common shareholders - basic and diluted | 69,636,328 | 34,966,831 |
| Net loss per share attributable to common shareholders - basic and diluted | $(0.07) | (0.05) |
In periods with a reported net loss, the effect of stock options, warrants, unvested restricted stock units, are excluded and diluted loss per share is equal to basic loss per share. The following is a summary of the common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share:
| Three Months Ended March 31, | 2026 | 2025 |
|---|---|---|
| Liability-classified warrants outstanding | 1,744,374 | 4,888,168 |
| Equity-classified warrants outstanding | - | 5,696,427 |
| Stock options outstanding | 3,050,130 | 687,121 |
| Unvested restricted share units | 2,954,279 | 2,074,167 |
| 7,748,783 | 13,345,883 |
| 14. | Non-controlling interest |
The Corporation incorporated US Data Centers Inc., as a subsidiary on September 20, 2024. Subsequent to December 31, 2024, the Corporation dissolved this subsidiary and incorporated an entity of the same name. During the year ended December 31, 2025, $1,000,000 were distributed back to the original shareholders upon on dissolution. During the three months ended March 31, 2026, the Corporation divested 49% of its ownership upon contribution of $1,905,000 from third-party investors. As of March 31, 2026, the Corporation retains a 51% equity interest in US Data Centers, Inc.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 15. | 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 Corporation, directly or indirectly. Key management personnel include the Corporation’s executive officers and members of the Board.
Remuneration of key management personnel of the Corporation was as follows:
| Three Months Ended March 31, | 2026 | 2025 |
|---|---|---|
| Professional fees(1) | $99,899 | $34,713 |
| Salaries (1) | 993,130 | 689,545 |
| Directors fees | 250,000 | - |
| Share based compensation(2) | 1,074,956 | 186,267 |
| $2,417,985 | $910,525 |
| (1) | Represents the professional fees and salaries paid to officers and directors in cash and BTC. During the three months ended March 31, 2026 the Corporation paid 1 BTC (three months ended March 31, 2025 - 5 BTC) as compensation for the services provided in by officers and directors with a fair value of $115,630 (three months ended March 31, 2025 - $491,095). |
| (2) | Represents the share-based compensation for officers and directors. |
| 16. | Cash flow supplemental information |
| Three Months Ended March 31, · 2026 · 2025 | ||||
|---|---|---|---|---|
| Digital currencies items | ||||
| Digital currencies mined and staked | $(47,727) | $(765,876) | ||
| Bitcoin received from colocation services | (2,576,804) | (4,304,411) | ||
| Services paid in digital currencies | 115,630 | 491,095 | ||
| Gain on sale of digital currencies | (2,418) | (337,009) | ||
| Gain on revaluation of digital currencies | 3,764,103 | 446,975 | ||
| $1,252,784 | $(4,469,226) | |||
| Working capital items | ||||
| Amounts receivable and prepaid expenses | $(16,285) | $(1,130,745) | ||
| Accounts payable and accrued liabilities | (2,035,631) | (3,145,539) | ||
| $(2,051,916) | $(4,276,284) | |||
| Other supplemental information | ||||
| Interest paid | $ | - | $ | - |
| Taxes paid | $ | - | $ | - |
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 17. | Segmented reporting |
The Corporation hasfour operating segments being cryptocurrency mining, sales of energy and electricity, colocation services, and Tier III AI data centers located in the United States.
During the year ended December 31, 2025, the Corporation added a new operating segment related to Tier III AI data center operations. The AI data center segment is in the development phase and has not yet commenced commercial operations as of March 31, 2026. As a result, this segment did not generate revenue during the three months ended March 31, 2026.
The Corporation’s CODM evaluates segment performance and allocates resources based on segment revenue, net loss, and total assets. Accordingly, the Tier III AI data center segment has been included as a reportable segment.
| Three Months Ended March 31, 2026 · Cryptocurrency mining · Sales of energy and electricity · Colocation Services · Tier III AI Project · Total | ||||||
|---|---|---|---|---|---|---|
| Revenue | $47,727 | $3,716,711 | $3,026,908 | $ | - | $6,791,346 |
| Cost of revenue | (11,640) | (5,393,005) | (738,233) | - | (6,142,878) | |
| Depreciation and amortization | (1,323,240) | (126,864) | - | - | (1,450,104) | |
| Net loss | (1,389,237) | (1,803,158) | (1,459,950) | - | (4,652,345) | |
| EBITDA | 65,997 | (1,676,294) | (1,459,950) | - | (3,202,241) | |
| Three Months Ended March 31, 2025 · Cryptocurrency mining · Sales of energy and electricity · Colocation Services · Tier III AI Project · Total | ||||||
|---|---|---|---|---|---|---|
| Revenue | $765,876 | $3,427,916 | $5,082,795 | $ | - | $9,276,587 |
| Cost of revenue | (722,105) | (3,707,148) | (4,193,057) | - | (8,622,310) | |
| Depreciation and amortization | (2,064,886) | (107,905) | - | - | (2,172,791) | |
| Net loss | (2,135,862) | (387,137) | 889,738 | - | (1,633,261) | |
| EBITDA | (70,976) | (279,232) | 889,738 | - | 539,530 | |
| As at March 31, 2026 · Cryptocurrency mining · Sales of energy and electricity · Colocation Services · Tier III AI Project · Total | ||||||
|---|---|---|---|---|---|---|
| Total assets | $93,221,049 | $8,142,026 | $ | - | $25,571,511 | $126,934,586 |
| As at December 31, 2025 | Cryptocurrency mining | Sales of energy and electricity | Colocation Services | Tier III AI Project | Total |
|---|---|---|---|---|---|
| Total assets | $50,707,889 | $10,387,735 | $61,994,641 | $11,023,314 | $134,113,579 |
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
| 18. | Financial instruments and risk management |
Risks
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Corporation’s primary exposure to credit risk is its cash and amounts receivable. The cash is held in multiple accounts that are FDIC insured up to $3 million each. Although the Corporation’s cash balances may at times exceed insured limits, management monitors the financial condition of the institutions where cash is held and believes the Corporation’s exposure to credit risk is not significant. The Corporation believes no impairment is necessary in respect of amounts receivable, deposits and promissory note receivable as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.
Liquidity risk
Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation 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 Corporation manages cash projections and regularly updates projections for changes in business and fluctuations caused in digital currency prices and exchange rates.
The following table summarizes the expected maturity of the Corporation’s significant financial liabilities and other liabilities based on the remaining period from the balance sheet date to the contractual maturity date:
| Payments by period | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| As at March 31, 2026 · Less than 1 year · 1- 3 years · 4 - 5 years · More than 5 years · Total · Carrying Value | |||||||||
| Accounts payable and accrued liabilities | $3,716,253 | $ | - | $ | - | $ | - | $3,716,253 | $3,716,253 |
| Deposit payable | - | 2,203,526 | - | - | 2,203,526 | 2,203,526 | |||
| $3,716,253 | $2,203,526 | $ | - | $ | - | $5,919,779 | $5,919,779 | ||
| Payments by period | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2025 · Less than 1 year · 1- 3 years · 4 - 5 years · More than 5 years · Total · Carrying Value | |||||||||
| Accounts payable and accrued liabilities | $6,350,923 | $ | - | $ | - | $ | - | $6,350,923 | $6,350,923 |
| Deposit payable | - | 2,203,526 | - | - | 2,203,526 | 2,203,526 | |||
| $6,350,923 | $2,203,526 | $ | - | $ | - | $8,554,449 | $8,554,449 | ||
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
Foreign currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Corporation’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Corporation incurs in its operations.
As the Corporation operates in an international environment, some of the Corporation’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 Corporation and may also affect the value of the Corporation’s assets and liabilities and the amount of shareholders’ equity. As at March 31, 2026 and December 31, 2025, the foreign currency risk was considered minimal.
Digital currency risk
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Corporation is directly related to the current and future market price of digital currencies; in addition, the Corporation 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 Corporation’s future operations. The Corporation 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 Corporation’s digital currencies currently consist of Bitcoin and Ethereum.
At March 31, 2026, had the market price of the Corporation’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 $1,143,021 (compared to $1,181,232 as of December 31, 2025).
At March 31, 2026, had the market price of the Corporation’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 $213,119 (compared to $300,186 as of December 31, 2025 -).
Financial Instrument
The Corporation measures certain financial and non-financial assets and liabilities at fair value on a recurring or non-recurring basis. The fair values of investments were measured using the cost, market or income approaches.
The fair value of the Corporation’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, with the fair values of this payable 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 1). Warrant liabilities are measured at fair value using the Black-Scholes pricing model (Level 2) or the Monte Carlo simulation technique (Level 3).
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
The following tables present information about the Corporation’s assets and liabilities measured at fair value on a recurring basis and the Corporation’s estimated level within the fair value hierarchy for each of those assets and liabilities as of March 31, 2026 and December 31, 2025, respectively:
| As at March 31, 2026 · As at December 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Level 1 · Level 2 · Level 3 | ||||||||||||
| Assets | ||||||||||||
| Cash | $57,813,811 | $ | - | $ | - | $78,478,759 | $ | - | $ | - | ||
| Digital currencies | $13,561,396 | $ | - | $ | - | $14,814,180 | $ | - | $ | - | ||
| Investments | $ | - | $ | - | $2,543,331 | $ | - | $ | - | $1,543,331 | ||
| Liabilities | ||||||||||||
| Warrant liability | $ | - | $1,546,156 | $530,604 | $ | - | $2,297,930 | $ | - | |||
| Obligation to issue warrants | $ | - | $ | - | $ | - | $ | - | $599,603 | $ | - | |
There were no transfers among Levels 1, 2 or 3 during the years ended March 31, 2026 and December 31, 2025.
| 19. | Commitment |
During the year ended December 31, 2025, the Corporation entered into a contract with a supplier for the purchase of various high-performance computers in connection with the Tier III AI project. Under the terms of the agreement, payments are due upon shipment of the equipment.
The Corporation has made a payment of $14,584,582 under this agreement. As of March 31, 2026, no liability has been recorded related to this commitment, as the goods had not yet been received and the payment was not yet due. The Corporation has a commitment to pay the remaining amount of $1,145,000.
| 20. | Subsequent events |
(i) On April 18, 2026, the Corporation entered into a bare metal GPU rental agreement with SubQ AI for a term of 24 months, effective May 15, 2026, relating to the Tier III AI project.
Digi Power X Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2026
(Expressed in United States Dollars) (Unaudited)
(ii) On May 4, the Corporation entered into a Data Center Colocation and Master Services Agreement (the “Cerebras Agreement”) with Cerebras Systems Inc. (“Cerebras”) to deploy at total of approximately 40 megawatts (“MW”) for AI computing at the Corporation’s AI data center campus in Columbiana, Alabama (the “Facility”). Pursuant to the Cerebras Agreement, Cerebras will hold an exclusive license to access the data center for the duration of the Cerebras Agreement. The Cerebras Agreement has an initial term of ten (10) years (the “Initial Term”) from the later of the two phase commencement dates (as described below). Additionally, the Cerebras Agreement grants Cerebras the right to extend the Initial Term for one or more additional periods of one (1), three (3), five (5), or seven (7) years (each, an “Extension”). Pursuant to the Cerebras Agreement, the total contract value to the Corporation is approximately $1.1 billion in the initial term of the contract, with a total potential contract value to the Corporation of approximately $2.5 billion, assuming one seven (7)-year Extension, in each case subject to the Corporation meeting its obligations under the agreement. The Cerebras Agreement provides for certain one-time payments by Cerebras in connection with Phase 1 and Phase 2 construction, as well as a monthly colocation fee to paid by Cerebras for Phase 1 and Phase 2 (a portion of which is to be prepaid), based upon the number of kilowatts delivered. The Cerebras Agreement requires the Corporation to construct, equip, and commission two phases of the colocation space at the Facility, with Phase 1 (15 MW) ready-for-service date targeted at December 15, 2026 and with full deployment in Phase 2 (40 MW) targeted by the end of the first fiscal quarter of 2027. The additional 25 MW of load capacity in Phase 2 is conditioned on the Corporation securing adequate financing for Phase 2 operations. The Cerebras Agreement also contains various other customary terms and conditions, including representations and warranties, service and service credit, penalty, termination, indemnification, confidentiality, and limitation of liability provisions. For more information, see the Corporation’s Current Report on Form 8-K, filed with the SEC on May 8, 2026.
(iii) On May 8, 2026, the Corporation filed with SEC a prospectus supplement to the base prospectus and the accompanying preliminary prospectus supplement included in the Corporation’s registration statement on Form S-3 (File No. 333-294953), filed with the SEC on April 9, 2026, covering the offer and sale from time to time of up to an aggregate of $175,000,000 of shares of the Corporation’s common stock, no par value per share (“Shares”), which includes the $75,000,000 of Shares covered by the prior prospectus supplement.
Pursuant to this at-the-market equity program, the Corporation issued 19,950,000 subordinate voting shares for a total aggregate of $102,862,650 subsequent to March 31, 2026.
(iv) Subsequent to March 31, 2026, the Corporation issued 654,408 subordinate voting shares from the exercise of warrants and options for gross proceeds of $2,002,438. In addition, the Corporation issued 8,967 subordinate voting shares from the exercise of RSUs.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.