Digi Power X Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057115
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-089940
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 125 previous paragraphs and 143 current paragraphs.
83 unchanged; 32 reworded; 21 added; 8 removed; 2 previous and 7 current paragraphs rearranged.
Tables are not compared: 22 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
The Corporation also receives revenue from its Bitcoin mining operations, which is described in greater detail in “Mining and Staking Operations” below.
Current report
On June 3, 2026, the Corporation announced a commitment of approximately $35 million to purchase NVIDIA’s next-generation Vera Rubin platform to expand its NeoCloudz GPU-as-a-Service business, with initial deployment targeted for the first quarter of 2027, subject to NVIDIA’s production and delivery schedule. The Corporation intends to fund the purchase from cash on hand and to offer the resulting capacity through NeoCloudz. Consistent with its objective of funding expansion through non-dilutive debt where possible, the Corporation is also arranging project-level financing to support its data center buildout, with further details expected upon execution of definitive documentation.
Current report
The dedicated on-site substation serving Phase 1 of the Columbiana Facility has been completed, grid interconnection has been finalized, and a power delivery agreement with the local utility is in place. The Corporation’s NeoCloudz GPU-as-a-Service platform has processed AI workloads on its deployed fleet of NVIDIA B200 and B300 GPUs continuously since May 15, 2026 and recognized its first AI-related revenues in May 2026. US Data Centers Inc.’s ARMS 200 modular unit has operated at Tier 3 standards at the Alabama facility since May 15, 2026 and has generated AI-related revenues, and the Corporation holds an approximately 48% interest in US Data Centers Inc. To support the growth of the NeoCloudz platform, the Corporation is building out an engineering and operations team, led by its Chief Technology Officer, Jagan Jeyapaul, at a new Silicon Valley office.
Current report
Exemplifying this transition, during the quarter ended June 30, 2026, the Corporation recognized its first revenues related to its GPU rental agreement with SubQAI for a total of $1,082,592 (as compared to $0 as of June 30, 2025).
Current report
Cost of revenue increased by $1,454,096 year over year as the Corporation’s plant related expenses associated with carbon compliance increased due to price of credits along with ancillary expenses for its mining operations.
Current report
Depreciation and amortization expense increased by $2,495,043 year over year as the Corporation placed into service approximately $50 million of assets related to its Tier III AI Data Center.
Current report
For the six months ended June 30, 2026, compared to the six months ended June 30, 2025:
Current report
For the six months ended June 30, 2026, the Corporation’s net loss was $19,012,854 compared to net income of $11,337,824 for the six months ended June 30, 2025. Highlights of the six months ended June 30, 2026 include:
Current report
Revenue
Current report
Exemplifying this transition, during the quarter ended June 30, 2026, the Corporation recognized its first revenues related to its GPU rental agreement with SubQAI for a total of $1,082,592 (as compared to $0 for the six months ended June 30, 2025).
Current report
Revenue from Bitcoin mining was $209,149 for the six months ended June 30, 2026, compared to $2,160,616 for the six months ended June 30, 2025.
Current report
For the six-month period ended June 30, 2026, the Corporation self-mined a total of approximately 3 Bitcoins at an average Bitcoin price of $74,062 (from Gemini) compared to the six-month period ended June 30, 2025, in which the Corporation mined approximately 23 Bitcoins at an average price of Bitcoin of $96,059.
Current report
Cost of Revenue
Current report
The Corporation’s cost of revenues including depreciation and amortization was $20,921,520 for the six-month period ended June 30, 2026, compared to $19,016,633 for the six-month period ended June 30, 2025.
Current report
Depreciation and amortization expense increased by $1,772,356 year over year as the Corporation placed into service approximately $50 million of assets related to its Tier III AI Data Center.
Current report
Operating Expenses
Current report
The Corporation’s operating expenses were $9,783,146 for the six-month period ended June 30, 2026, compared to $9,518,444 in the same period of 2025.
Current report
Other income (expenses)
Current report
On April 23, 2026, the Corporation entered into a Simple Agreement for Future Equity (“SAFE”) with Subquadratic Inc., a Delaware corporation, pursuant to which the Corporation invested $250,000 in exchange for the right to receive shares of Subquadratic’s capital stock upon the occurrence of certain future events, including a qualified equity financing.
Current report
As of August 14, 2026, the Corporation has 101,393,355 subordinate voting shares outstanding.
Current report
Management applies judgment 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 company’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 June 30, 2026, management concluded that no impairment indicators existed for the Corporation’s property, plant and equipment.
Removed paragraphs (8)
Previous report
On February 7, 2025, the Corporation 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 Corporation and 1,251,801 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.
Previous report
The Corporation incorporated US Data Centers Inc. as a subsidiary on September 20, 2024. In Q1 2025, the Corporation 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.
Previous report
On February 7, 2025, Digi Power formed US Data Centers, Inc. (“US Data Centers” or “USDC”), a wholly owned subsidiary of the Corporation, 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.
Previous report
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 Corporation’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.
Previous report
Depreciation and amortization expense decreased by $722,687 year over year as the expense associated with the $3.2 million of assets related to the Corporation’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.
Previous report
As of May 15, 2026, the Corporation has 90,420,824 subordinate voting shares outstanding.
Previous report
On April 18, 2026, the Corporation entered into a bare metal GPU rental agreement with SubQ AI for a term of 24 months, effective on May 15, 2026, relating to the Tier III AI project.
Previous report
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.
Reworded paragraphs (32)
Previous wording
The following discussion and analysis should be read together with our audited financial statements and the related notes included elsewhere in this Quarterly Report and with our interim financial statements incorporated by reference. This MD&A is intended to provide investors with an understanding of our results of operations, financial condition, liquidity and capital resources, and critical accounting estimates through the eyes of management. It includes “forward-looking statements” within the means of the U.S. Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” within the meaning of U.S. and Canadian securities laws, or collectively, forward-looking statements, that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to a number of factors, including those discussed under the headers “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this Quarterly Report. The numbers below are presented in thousands except for percentages as well as share and per share amounts.
Current wording
The following discussion and analysis should be read together with our audited financial statements and the related notes included elsewhere in this Quarterly Report and with our interim financial statements incorporated by reference. This MD&A is intended to provide investors with an understanding of our results of operations, financial condition, liquidity and capital resources, and critical accounting estimates through the eyes of management. It includes “forward-looking statements” within the means of the U.S. Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” within the meaning of U.S. and Canadian securities laws (collectively referred to herein as “forward-looking statements”). Actual results could differ materially from those anticipated in these forward-looking statements due to a number of factors, including those discussed under the headers “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this Quarterly Report. The numbers below are presented in thousands except for percentages, share and per share amounts.
Previous wording
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the Corporation and its wholly-owned subsidiaries. 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”). The Corporation’s consolidated financial statements filed with this Quarterly Report and this discussion and analysis are reported in thousands of US dollars and US dollars, respectively, except where otherwise noted. The Corporation’s management team 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 this related discussion and analysis, is complete and reliable.
Current wording
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the Corporation and its subsidiaries. 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”). The Corporation’s consolidated financial statements filed with this Quarterly Report and this discussion and analysis are reported in thousands of US dollars and US dollars, respectively, except where otherwise noted. The Corporation’s management team 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 this related discussion and analysis, is complete and reliable.
Previous wording
The Corporation 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 Corporation transitioned completely to this type of mining pool in 2022 and utilized it for the period ended March 31, 2026.
Current wording
The Corporation 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 Corporation transitioned completely to this type of mining pool in 2022 and utilized it for the periods ended June 30, 2025 and 2026, respectively.
Previous wording
As of March 31, 2026, the Corporation held a total of approximately 166 Bitcoins with an inventory value of $11,430,207 based on the Bitcoin price as of that date per the Gemini exchange. For the three-month period ended March 31, 2026, Digi Power did not mine any Bitcoins as compared to a total of approximately 9 Bitcoins for the three-month period ended March 31, 2025, representing a decrease of 100%.
Current wording
As of June 30, 2026, the Corporation held a total of approximately 217 Bitcoins with an inventory value of $12,705,648 based on the Bitcoin price as of that date per the Gemini Exchange. For the three-month period ended June 30, 2026, Digi Power mined a total of approximately 3 Bitcoins as compared to a total of approximately 14 Bitcoins for the three-month period ended June 30, 2025, representing a decrease of 79%. For the six-month period ended June 30, 2026, Digi Power mined a total of approximately 3 Bitcoins as compared to a total of approximately 23 Bitcoins for the six-month period ended June 30, 2025, representing a decrease of 87%.
Previous wording
As of March 31, 2026, the Corporation held a total of 1,013 Ethereum with an inventory value of $2,131,189 based on the Ethereum price as of that date per the Gemini exchange, as compared to a value of $0 as of March 31, 2025, as the Corporation diversified its cryptocurrency holdings with the acquisition of Ethereum during 2025.
Current wording
As of June 30, 2026, the Corporation held a total of 1,017 Ethereum with an inventory value of $1,597,613 based on the Ethereum price as of that date per the Gemini exchange, as compared to a value of $0 as of June 30, 2025, as the Corporation diversified its cryptocurrency holdings with the acquisition of Ethereum during the second half of fiscal year 2025.
Previous wording
The Corporation commenced assembly of its first ARMS 200 Tier III AI data center pod during the fourth quarter of 2025, with full activation expected in the second quarter of 2026. This milestone, when achieved, will represent Digi Power X’s first modular AI infrastructure deployment under its ARMS (AI-Ready Modular Solution) platform.
Current wording
The Corporation commenced assembly of its first ARMS 200 Tier III AI data center pod during the fourth quarter of 2025, with full activation completed in the second quarter of 2026. This milestone represents Digi Power X’s first modular AI infrastructure deployment under its ARMS (AI-Ready Modular Solution) platform.
Previous wording
In partnership with Super Micro Computers, Inc. (“SMCI”), the Corporation remains on schedule to have its first NVIDIA B200 GPU cluster fully operational by the second quarter of 2026, which will mark a major milestone in its AI infrastructure roadmap.
Current wording
In partnership with Super Micro Computers, Inc. (“SMCI”), the Corporation deployed its first, fully operational NVIDIA B200 GPU cluster in the second quarter of 2026, signaling a major milestone in its AI infrastructure roadmap.
Previous wording
In March 2026, the Corporation introduced the formation of USDC as an independent subsidiary. USDC will commercialize the ARMS modular data center system, a turnkey modular AI data center system that can convert a powered site into an operational AI data center in a fraction of the time required by conventional construction. USDC will manufacture and sell the ARMS system, while its customers will own and operate their own sites. As of March 31, 2026, Digi Power X currently holds an approximately 51% majority equity stake in USDC.
Current wording
In March 2026, the Corporation introduced the formation of US Data Centers Inc. (“USDC”). USDC will commercialize the ARMS modular data center system, a turnkey modular AI data center system that can convert a powered site into an operational AI data center in a fraction of the time required by conventional construction. USDC will manufacture and sell the ARMS system, while its customers will own and operate their own sites. As of June 30, 2026, Digi Power X currently holds an approximately 48% equity stake in USDC.
Previous wording
On April 18, 2026, the Corporation entered into a bare metal GPU rental agreement with SubQ AI, a next generation AI Corporation. The 24-month contract carries an expected total contract value of approximately $19.6 million and becomes effective May 15, 2026. Under the term of the Agreement, Digi Power X will deliver exclusive, dedicated access to a fleet of the latest generation of NVIDIA Blackwell GPUs. These systems will be operated on a bare metal basis through NeoCloudz, Digi Power X’s GPU-as-a-Service platform, at the Corporation’s AI data center. The deployment follows NVIDIA reference architecture, and the facility is engineered to Rated 3 standards, with redundant utility feeds, N+1 UPS, and a CDU and chiller based two loop cooling architecture.
Current wording
On April 18, 2026, the Corporation entered into a bare metal GPU rental agreement with SubQ AI, a next generation AI Corporation. The 24-month contract carries an expected total contract value of approximately $19.6 million and became effective May 15, 2026. Under the term of the Agreement, Digi Power X delivers exclusive, dedicated access to a fleet of the latest generation of NVIDIA Blackwell GPUs. These systems are operated on a bare metal basis through NeoCloudz, Digi Power X’s GPU-as-a-Service platform, at the Corporation’s AI data center. The deployment follows NVIDIA reference architecture, and the facility is engineered to Rated 3 standards, with redundant utility feeds, N+1 UPS, and a CDU and chiller based two loop cooling architecture. The Corporation began recognizing revenues from this agreement during the second quarter of 2026.
Previous wording
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.
Current wording
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 holds 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.
Previous wording
The Corporation has a digital custody account with Gemini Trust Corporation, 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 Corporation’s cryptocurrency assets in hot storage. Gemini is not a related party of the Corporation. The Corporation is not aware of anything with regards to Gemini’s operations that would adversely affect the Corporation’s ability to obtain an unqualified audit opinion on its audited financial statements.
Current wording
The Corporation has a digital custody account with Gemini Trust Corporation, 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 Corporation’s cryptocurrency assets in hot storage. Gemini is not a related party of the Corporation.
Previous wording
The Corporation has chosen to hold its full inventory of Corporation’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 Corporation’s cryptocurrencies. Gemini has US$125M split between US$25M of commercial crime insurance for digital assets held in online hot wallet and US$100M for offline, cold storage insurance coverage. Although the Corporation has historically utilized both cold and hot storage for its digital crypto assets with Gemini, the Corporation currently holds all its cryptocurrencies custodied with Gemini in hot storage.
Current wording
The Corporation has chosen to hold its full inventory of the Corporation’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 Corporation’s cryptocurrencies. Gemini has US$125M split between US$25M of commercial crime insurance for digital assets held in online hot wallet and US$100M for offline, cold storage insurance coverage. Although the Corporation has historically utilized both cold and hot storage for its digital crypto assets with Gemini, the Corporation currently holds all its cryptocurrencies custodied with Gemini in hot storage.
Previous wording
On occasion, to mitigate third-party risk, the Corporation will hold a portion of its digital currencies in cold storage solutions that are not connected to the internet. The Corporation’s digital assets that are held in cold storage are stored in safety deposit boxes at a bank branch. The wallets in which the Corporation stores its cryptocurrency assets are not multi-signature wallets; however, the Corporation 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 Corporation 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 Corporation should the Corporation’s cold-wallets become lost, stolen or damaged. During the period-ended March 31, 2026, and as of the date of this MD&A, all of the Corporation’s cryptocurrency assets are currently held in its Gemini wallets.
Current wording
On occasion, to mitigate third-party risk, the Corporation will hold a portion of its digital currencies in cold storage solutions that are not connected to the internet. The Corporation’s digital assets that are held in cold storage are stored in safety deposit boxes at a bank branch. The wallets in which the Corporation stores its cryptocurrency assets are not multi-signature wallets; however, the Corporation 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 Corporation 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 Corporation should the Corporation’s cold-wallets become lost, stolen or damaged. During the period ended June 30, 2026, and as of the date of this MD&A, all of the Corporation’s cryptocurrency assets were and are currently held in its Gemini wallets.
Previous wording
For the three months ended March 31, 2026, the Corporation’s net loss was $4,652,345 compared to net income of $1,633,261 for the three months ended March 31, 2025. Highlights of the quarter include:
Current wording
For the three months ended June 30, 2026, the Company’s net loss was $14,360,509 compared to a net loss of $9,704,563 for the three months ended June 30, 2025. Highlights of the quarter include:
Previous wording
The Corporation recognized revenue from colocation service agreements of $3,026,908 for the quarter ended March 31, 2026 (as compared to $5,082,795 as of March 31, 2025). The decline in colocation revenue in Q1 2026 versus Q1 2025 is attributed to the Corporation’s transition to building out AI-driven infrastructure during the quarter in one of its previous hosting locations.
Current wording
The Corporation recognized revenue from colocation services of $3,426,308 for the quarter ended June 30, 2026 (as compared to $4,487,129 as of June 30, 2025). The decline in colocation revenue in Q2 2026 versus Q2 2025 is attributed to the Corporation’s transition to building out AI-driven infrastructure during the quarter in one of its previous hosting locations.
Previous wording
The Corporation also recognized revenue from the sale of energy of $3,716,711 for the three-month period ended March 31, 2026, compared to $3,424,916 for the three-month period ended March 31, 2025. 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 slight 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).
Current wording
The Corporation also recognized revenue from the sale of energy of $1,958,285 for the three month period ended June 30, 2026, compared to $2,229,582 for the three-month period ended June 30, 2025. Sale of energy revenue 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 slight decrease in revenue on a year-over-year basis was due to a decrease in the plant’s sale of its power to the grid during the quarter instead of using the plant power to run its mining operations.
Previous wording
Revenue from Bitcoin mining was $47,727 for the three months ended March 31, 2026, compared to $765,876 for the period ended March 31, 2025.
Current wording
Revenue from Bitcoin mining was $161,422 for the three months ended June 30, 2026, compared to $1,394,740 for the period ended June 30, 2025.
Previous wording
For the three-month period ended March 31, 2026, the Corporation did not mine any Bitcoins compared to the three-month period ended March 31, 2025, in which the Corporation mined approximately 9 Bitcoins at an average price of Bitcoin of US$93,391.
Current wording
For the three-month period ended June 30, 2026, the Corporation self-mined a total of approximately 3 Bitcoins at an average Bitcoin price of US$71,648 (from Gemini) compared to the three-month period ended June 30, 2025, in which the Company mined approximately 14 Bitcoins at an average price of Bitcoin of US$98,697.
Previous wording
The primary reason for the minimal amount in the Corporation’s mining revenues in both years was the continued diversification of the Corporation’s revenue streams by entering into the colocation agreements mentioned above in this MD&A. By entering into these contracts, the Corporation was able to utilize its existing infrastructure and power supply and receive consistent payment for consumption.
Current wording
The primary reason for the minimal amount in the Corporation’s mining revenues in both years was the continued diversification of the Company’s revenue streams by entering into the AI and colocation agreements mentioned above in this MD&A. By entering into these contracts, the Corporation was able to utilize its existing infrastructure and power supply and receive consistent payment for consumption.
Previous wording
The Corporation’s cost of revenues was $7,592,982 for the three-month period ended March 31, 2026, compared to $10,795,101 for the three-month period ended March 31, 2025.
Current wording
The Corporation’s cost of revenues including depreciation and amortization was $12,152,671 for the three-month period ended June 30, 2026, compared to $8,203,532 for the three-month period ended June 30, 2025.
Previous wording
The Corporation’s operating expenses were $5,136,320 for the three-month period ended March 31, 2026, compared to $2,887,143 in the same period of 2025.
Current wording
The Corporation’s operating expenses were $4,646,826 for the three-month period ended June 30, 2026, compared to $6,631,301 in the same period of 2025.
Previous wording
The primary drivers in the current period versus the quarter ended March 31, 2025, were due to:
Current wording
The primary drivers in the current period versus the three months ended June 30, 2025, were due to:
Previous wording
Cost of revenue decreased by $2,479,432 year over year as the Corporation scaled back its mining operations and associated power costs as it continues to build out its AI dedicated infrastructure.
Current wording
Cost of revenue increased by $150,531 year over year, remaining relatively flat as the Corporation scaled back its mining operations and associated power costs as it continues to build out its AI dedicated infrastructure.
Previous wording
Other income/expense items of note in the current year include the revaluation of the warrant liabilities which resulted in a gain of $784,833 (as compared to a gain of approximately $2.76 million for the three-months ended March 31, 2025).
Current wording
Other income/expense items of note in the current year include the revaluation of the warrant liabilities which resulted in a loss of $4,250,772 (as compared to a loss of approximately $196,068 for the six months ended June 30, 2025) and net financial interest income of $1,346,764 (as compared to expense of $13,467 for the same period in 2025).
Previous wording
As of March 31, 2026, the Corporation had a positive working capital balance of $67,218,751, including digital currencies of $13,561,396. The Corporation 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 Corporation’s historical performance will be indicative of its future performance.
Current wording
As of June 30, 2026, the Corporation had a positive working capital balance of $131,781,707, including digital currencies of $14,303,261. The Corporation commenced earning revenue from digital currency mining in mid-February 2020 and revenue from artificial intelligence during the second quarter of 2026; however, it has limited operating history, and there can be no assurance that the Corporation’s historical performance will be indicative of its future performance.
Previous wording
In order to achieve its future business objectives, the Corporation 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 Corporation presently anticipates that additional financing may be required to fund its initiative of developing high-performance computing and artificial intelligence focused data centers. The Corporation also anticipates that additional financing could be required as part of its ongoing transition from cryptocurrency mining to AI-driven infrastructure.
Current wording
In order to achieve its future business objectives, the Corporation 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 Corporation presently anticipates that additional financing will be required to fund its initiative of developing high-performance computing and artificial intelligence focused data centers. Specifically, the build-out of the Corporation’s data center facility in Columbiana, Alabama requires specific funding in connection with the Cerebras Agreement. Accordingly, the Corporation is currently seeking out project-level financing for the Columbiana, Alabama data center facility. The Corporation also anticipates that additional financing could be required as part of its ongoing transition from cryptocurrency mining to AI-driven infrastructure.
Previous wording
On May 30, 2025, the Corporation entered into an at-the-market sales agreement with A.G.P./Alliance Global Partners as agent (the “Agent”), pursuant to which the Corporation established an at-the-market equity program (the “ATM Program”). From the commencement of the ATM Program through March 31, 2026, the Corporation issued 24,078,450 subordinate voting shares in exchange for gross proceeds of $91,549,033, at an average share price of $3.80, and received net proceeds of $88,808,661 after paying commissions of $2,740,372 to the Agent and incurring $100,000 of other fees.
Current wording
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 June 30, 2026, the Company issued 52,028,450 subordinate voting shares in exchange for gross proceeds of $254,758,203 at an average share price of $4.90 and received net proceeds of $248,572,681 after paying commissions of $6,185,522 to the Agent and incurring $100,000 of other transaction fees.
Previous wording
Cash used by operating activities for the quarter year ended March 31, 2026, was $6,397,388 as compared to cash used of $10,105,100 for the quarter ended March 31, 2025. The difference is primarily attributed to the change in digital currency items ($1,252,784 versus -$4,469,226, respectively), change in warrant liability (-$784,833 versus -$2,764,723, respectively) and the increase in amounts owed for working capital items in the current quarter (-$2,051,916 versus -$4,276,284, respectively).
Current wording
Cash used by operating activities for the quarter year ended June 30, 2026 was $10,607,198 as compared to cash used of $18,304,222 for the quarter ended June 30, 2025. The difference is primarily attributed to the change in digital currency items ($510,919 versus -$10,762,446, respectively), change in foreign exchange ($10,730,233 versus $3,528,235, respectively) and the increase in amounts owed for working capital items in the current quarter ($1,750,578 versus -$6,707,063, respectively).
Previous wording
Cash used in investing activities for the quarter year ended March 31, 2026, was $16,172,560 as compared to cash provided in investing activities of $3,816,097 for the quarter ended March 31, 2025. In the current period, cash of $15,172,560 was used for the purchase of equipment and $1,000,000 was used for an investment opportunity. In the prior year, cash of $782,106 was used for the purchase of equipment and digital currencies traded for cash of $4,598,203.
Current wording
Cash used in investing activities for the quarter year ended June 30, 2026, was $101,258,574 as compared to cash provided in investing activities of $9,414,651 for the quarter ended June 30, 2025. In the current period, cash of $96,308,574 was used for the purchase of equipment, $3,600,000 related to the deconsolidation of a subsidiary and $1,350,000 was used for an investment opportunity. In the prior year, cash of $1,557,363 was used for the purchase of equipment, $3,600,000 related to the deconsolidation of a subsidiary and digital currencies traded for cash of $10,972,014.
Previous wording
Cash provided by financing activities for the quarter year ended March 31, 2026, was $1,905,000, as compared to $5,389,379 for the quarter ended March 31, 2025. In the current year, the Corporation received contributions from an NCI of $1,905,000. The drivers of the balance in the prior year were proceeds of shares issued for cash of $6,482,509 and the return of proceeds from an NCI of $1,000,000, partly offset by repayment of loans of $78,130 and lease payments of $15,000.
Current wording
Cash provided by financing activities for the quarter year ended June 30, 2026 was $161,508,990, as compared to $11,468,793 for the quarter ended June 30, 2025. In the current year, the Company received proceeds of shares issued for cash of $159,547,599 and received proceeds from exercise of warrants and options of $1,961,391. The drivers of the balance in the prior year were proceeds of shares issued for cash of $8,051,923, proceeds from the exercise of warrants and options of $4,525,000 and the return of proceeds from an NCI of $1,000,000, partly offset by repayment of loans of $78,130 and lease payments of $30,000.
Previous wording
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.
Current wording
Subsequent to June 30, 2026, the Corporation issued 2,850,000 subordinate voting shares for a total aggregate of $11,256,693 pursuant to the at-the-market equity program.
Previous wording
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 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.
Current wording
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 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.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Other income/expense items of note in the current year include the revaluation of the warrant liabilities which resulted in a loss of $5,035,605 (as compared to loss of $2,960,791 for the three months ended June 30, 2025) and net financial interest income of $845,986 (as compared to expense of $20,390 for the three months ended June 30, 2025).
Current report — wording carried from elsewhere
The Corporation recognized revenue from colocation services of $6,453,216 for the six months ended June 30, 2026 (as compared to $9,569,924 as of June 30, 2025). The decline in colocation revenue in the six months ended June 30, 2026 versus the six months ended June 30, 2025 is attributed to the Corporation’s transition to building out AI-driven infrastructure during the quarter in one of its previous hosting locations.
Current report — wording carried from elsewhere
The Corporation also recognized revenue from the sale of energy of $6,850,863 for the six-month period ended June 30, 2026, compared to $5,657,498 for the six-month period ended June 30, 2025. Sale of energy revenue 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 an increase in the plant’s sale of power to the grid during the current year instead of using the plant power to run its mining operations.
Current report — wording carried from elsewhere
The primary reason for the minimal amount in the Corporation’s mining revenues in both periods was the continued diversification of the Corporation’s revenue streams by entering into the AI and colocation agreements mentioned above in this MD&A. By entering into these contracts, the Corporation was able to utilize its existing infrastructure and power supply and receive consistent payment for consumption.
Current report — wording carried from elsewhere
The primary drivers in the current period versus the six months ended June 30, 2025 were due to:
Current report — wording carried from elsewhere
In May 2026, the Corporation invested $100,000 in Three Lions Pictura, LP, a Delaware limited partnership, through the purchase of limited partnership interests in the fund.*** ***
Current report — wording carried from elsewhere
(iii) Impairment of property, plant, and equipment
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.