This news release constitutes a “designated news release” for the purposes of the Company’s amended and restated prospectus supplement dated November 18, 2025 to its short form base shelf prospectus dated May 15, 2025.
MIAMI, Nov. 18, 2025 (GLOBE NEWSWIRE) — Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), an innovative energy infrastructure company, announces that it has filed an amended and restated prospectus supplement dated November 18, 2025 (the “A&R Prospectus Supplement”), amending and restating the prospectus supplement dated May 30, 2025 (the “May Supplement”), to the Company’s existing US$250 million base shelf prospectus dated May 15, 2025 (the “Base Shelf Prospectus” and, together with the A&R Prospectus Supplement, the “A&R Prospectus”).
As described in the Company’s press release dated May 30, 2025, the Company previously entered into an at-the-market sales agreement (the “ATM Agreement”) dated May 30, 2025, with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company has established an “at-the-market” equity offering program (the “ATM Equity Program”). Pursuant to the ATM Equity Program, following the filing of the A&R Prospectus, the Company may, at its discretion and from time-to-time during the term of the ATM Agreement, sell, through the Agent, such number of subordinate voting shares of the Company (“SV Shares”) having an aggregate offering price of up to US$200 million. Sales of SV Shares, if any, under the ATM Equity Program are anticipated to be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 Shelf Distributions, as sales made directly on the Nasdaq Capital Market or another trading market for the shares in the United States at the market price prevailing at the time of each sale. No SV Shares will be offered or sold under the ATM Equity Program on the TSX Venture Exchange or any other trading market in Canada. The ATM Equity Program may be terminated by either party at any time.
The Company intends to use the net proceeds of the ATM Equity Program, if any, primarily for general corporate purposes, including funding ongoing operations and/or working capital requirements, completing construction on the Company’s data center, repaying indebtedness outstanding from time to time and completing potential acquisitions to expand mining capacity and build out its planned AI and HPC network.
Since the SV Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers during the period of distribution. The volume and timing of sales, if any, will be determined at the sole discretion of the Company’s management and in accordance with the terms of the ATM Agreement. To date, 20,078,450 SV Shares have been distributed by the Company for gross proceeds of approximately US$76,486,562 million pursuant to the ATM Agreement by means of the May Supplement.
The offer and sale of the SV Shares under the ATM Equity Program will be made by means of the A&R Prospectus and U.S. registration statement on Form F-10 (the “Registration Statement”), which includes the Base Shelf Prospectus. The Registration Statement was declared effective by the United States Securities and Exchange Commission (the “SEC”) on May 20, 2025. The A&R Prospectus has been filed with the applicable provincial regulatory authorities in Canada and the SEC. The A&R Prospectus is available on the SEDAR+ website maintained by the Canadian Securities Administrators at www.sedarplus.ca and is available on the SEC’s EDGAR website at www.sec.gov/EDGAR.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction where the offer, sale or solicitation would be unlawful. The SV Shares referred to in this news release may not be offered or sold in the United States absent registration or an applicable exemption from registration
About
Digi Power X
Digi Power X is an innovative energy infrastructure company that develops Tier III-certified modular AI data centers and drives the expansion of sustainable energy assets.
For further information, please contact:
Michel Amar, Chief Executive Officer
Digi Power X Inc.
www.digipowerx.com
Investor Relations
T: 888-474-9222
Email: [email protected]
Cautionary
Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other
regulatory
authority
has
approved
or
disapproved
the
information
contained
herein.
Neither
the
TSX
Venture
Exchange
nor its
Regulation
Services
Provider
(as
that
term
is
defined
in
the
policies
of
the
TSX
Venture
Exchange)
accepts
responsibility
for
the adequacy or accuracy of this release.
Forward-Looking
Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements”
(collectively,
“forward-looking
information”)
that
are
based
on
expectations,
estimates
and
projections
as
at
the
date of this news release and are covered by safe harbors under Canadian and United States securities laws. Forward-looking information in this news release includes information about the Company’s expectations concerning the potential further improvements to profitability and efficiency across the Company’s operations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, and the
business
goals
and
objectives
of
the
Company.
Factors
that
could
cause
actual
results
to
differ
materially
from
those
described in such forward-looking information include, but are not limited to: delivery of equipment and implementation of systems may not occur on the timelines anticipated by the Company or at all; future capital needs and uncertainty of additional financing; share dilution resulting from equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the
impact
of
depreciating
Bitcoin
prices
on
working
capital;
effects
on
Bitcoin
prices
as
a
result
of
the
most
recent
Bitcoin
halving; development of
additional facilities and
installation of
infrastructure to
expand operations may
not
be completed on the
timelines anticipated
by
the Company,
or
at
all;
ability
to access
additional
power
from
the
local
power
grid and realize the potential of the clean energy strategy on terms which are economic or at all;
a
decrease
in
cryptocurrency pricing,
volume
of
transaction
activity
or
generally,
the
profitability
of
cryptocurrency
mining;
further
improvements
to
profitability and
efficiency
may
not
be
realized;
development
of
additional
facilities
to
expand
operations
may
not
be
completed
on
the
timelines anticipated by the Company; ability to access additional power from the local power grid; an increase in natural gas prices may negatively
affect
the
profitability
of
the
Company’s
power
plant;
the
digital
currency
market;
the
Company’s
ability
to
successfully mine digital
currency on
the cloud; the Company
may not
be able
to profitably liquidate its
current
digital
currency
inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at
www.sedarplus.ca
and
www.SEC.gov/EDGAR
. The forward-looking information
in
this
news
release
reflects
the
current
expectations,
assumptions
and/or
beliefs
of
the
Company
based
on
information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company
has
made
assumptions
about, among other things,
the
current
profitability
in
mining
cryptocurrency
(including
pricing
and
volume
of
current transaction
activity);
profitable
use
of
the
Company’s
assets
going
forward;
the
Company’s
ability
to
profitably
liquidate
its
digital currency
inventory
as
required;
historical
prices
of
digital
currencies
and
the
ability
of
the
Company
to
mine
digital
currencies
on the cloud will be consistent with historical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency
mining
assets;
the
negative
impact
of
regulatory
changes
in
the
energy
regimes
in
the
jurisdictions
in
which
the
Company operates; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainties therein. The Company undertakes no obligation to revise or update any forward-looking information other than as required by applicable law.
