EX-99.1 2 ea024207901ex99-1_digipower.htm CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

Exhibit 99.1

 

  

DIGI POWER X INC.

 

CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

 

(EXPRESSED IN UNITED STATES DOLLARS)

(UNAUDITED)

 

 

 

 

 

 

Digi Power X Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in United States Dollars) (Unaudited)

 

   As at
March 31,
2025
   As at
December 31,
2024
 
ASSETS        
Current assets        
Cash  $804,372   $1,703,896 
Digital currencies (note 3)   4,396,439    4,525,416 
Amounts receivable and other assets (note 4)   343,902    384,939 
Income tax receivable   44,000    44,000 
Total current assets   5,588,713    6,658,251 
           
Property, plant and equipment (note 5)   20,375,652    21,721,038 
Right-of-use assets (note 6)   2,014,361    2,039,910 
Intangible asset (note 7)   1,023,261    1,055,569 
Amounts receivable and other assets (note 4)   3,113,558    1,942,476 
Investment (note 8)   900,844    900,844 
Total assets  $33,016,389   $34,318,088 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
Current liabilities          
Accounts payable and accrued liabilities  $3,434,409   $6,579,948 
Lease liabilities (note 9)   52,271    51,112 
Loans payable (note 10)   -    77,564 
Warrant liabilities (note 12)   2,909,099    3,348,248 
Total current liabilities   6,395,779    10,056,872 
           
Deposits payable   2,203,526    2,203,526 
Lease liabilities (note 9)   62,174    75,685 
Total liabilities   8,661,479    12,336,083 
Shareholders’ equity           
Share capital (note 13)   52,351,251    46,006,402 
Contributed surplus   14,093,073    16,124,349 
Cumulative translation adjustment   (7,105,867)   (7,133,161)
Deficit   (34,983,547)   (33,295,015)
Shareholders’ equity attributable to shareholders   24,354,910    21,702,575 
Non-controlling interest (note 24)   -    279,430 
Total shareholders’ equity   24,354,910    21,982,005 
Total liabilities and shareholders’ equity  $33,016,389   $34,318,088 

 

Nature of operations and going concern (note 1)

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 

 

- 1 -

 

 

Digi Power X Inc.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss)

(Expressed in United States Dollars) (Unaudited)

 

Three Months Ended March 31,  2025   2024 
Revenue        
Digital currency mining (note 3)  $765,876   $6,810,389 
Colocation services (note 3(3))   5,082,795    1,426,931 
Sale of electricity (note 3(3))   -    3,378,820 
Sale of energy   3,427,916    1,342,179 
Total revenue   9,276,587    12,958,319 
           
Cost of digital currency mining          
Cost of revenue   (8,622,310)   (8,999,882)
Depreciation and amortization   (2,172,791)   (3,951,251)
Gross profit (loss)   (1,518,514)   7,186 
           
Expenses          
Office and administrative expenses   (1,275,169)   (573,263)
Professional fees   (505,429)   (362,805)
Regulatory fees   (104,941)   (34,956)
Foreign exchange gain (loss)   (63,294)   1,417,874 
Gain on sale of digital currencies (note 3)   337,009    398,357 
Change in fair value of loan and salaries payable (notes 10 and 17)   -    (19,730)
Other income   750    13,003 
Share based compensation (note 15)   (1,038,785)   (246,261)
Gain (loss) on revaluation of digital currencies (note 3)   (446,975)   247,464 
Operating profit (loss)   (4,615,348)   846,869 
Revaluation of warrant liabilities (note 12)   2,919,893    4,057,770 
Net financial income (expenses)   6,923    (10,236)
           
Net income (loss) before income taxes   (1,688,532)   4,894,403 
Income tax expense   -    (50,255)
           
Net income (loss) for the period   (1,688,532)   4,844,148 
           
Other comprehensive income (loss)          
Items that will be reclassified to net income          
Foreign currency translation adjustment   27,294    (1,306,385)
           
Total comprehensive income (loss) for the period  $(1,661,238)  $3,537,763 
Basic income (loss) per share (note 16)  $(0.05)  $0.17 
Diluted income (loss) per share (note 16)  $(0.05)  $0.17 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 

 

- 2 -

 

 

Digi Power X Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars) (Unaudited)

 

Three Months Ended March 31,  2025   2024 
       Restated -
note 2(d)
 
Operating activities        
Net income (loss) for the period  $(1,688,532)  $4,844,148 
Adjustments for:          
Digital currencies items (note 19)   (4,469,226)   (7,768,745)
Interest income accrual   -    (6,000)
Depreciation of right-of-use assets   25,549    43,166 
Depreciation and amortization   2,159,800    3,938,260 
Interest on lease liabilities   2,648    30,596 
Share based compensation   1,038,785    246,261 
Change in warrant liability   (2,919,893)   (4,057,770)
Change in fair value of loan and salaries payable   -    19,730 
Accretion on liability   566    - 
Income tax expense   -    50,255 
Foreign exchange loss (gain)   21,587    (1,418,411)
Working capital items (note 19)   (4,276,284)   (98,935)
Net cash used in operating activities   (10,105,000)   (4,177,445)
           
Investing activities          
Purchase of property, plant and equipment   (782,106)   - 
Digital currencies traded for cash   4,598,203    5,681,325 
Net cash provided by investing activities   3,816,097    5,681,325 
           
Financing activities          
Return of proceeds to non-controlling interest   (1,000,000)   - 
Repayment of mortgage   -    (133,500)
Proceeds of shares issued for cash, net of issuance costs   6,482,509    5,457 
Repayment of loans payable   (78,130)   (366,365)
Lease payments   (15,000)   (37,080)
Net cash provided by (used in) financing activities   5,389,379    (531,488)
           
Net change in cash   (899,524)   972,392 
Cash, beginning of period   1,703,896    341,273 
Cash, end of period  $804,372   $1,313,665 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 

 

- 3 -

 

 

Digi Power X Inc.

Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity

(Expressed in United States Dollars) (Unaudited)

 

 

   Number of shares (note 13)           Cumulative   Non-         
   Subordinate
voting shares
   Proportionate
voting shares
   Share
capital
   Contributed
surplus
  

Translation

Adjustment

   Controlling
Interest
   Deficit   Total 
Balance, December 31, 2023   28,878,740    3,333   $42,503,660   $15,468,823   $(2,228,447)  $-   $(26,497,297)  $29,246,739 
Shares issued for cash   3,600    -    5,457    -    -    -    -    5,457 
Restricted share units converted to common shares   451,409    -    1,747,736    (1,747,736)   -    -    -    - 
Share based compensation   -    -    -    246,261    -    -    -    246,261 
Foreign currency translation adjustment   -    -    -    -    (1,306,385)   -    -    (1,306,385)
Net income for the period   -    -    -    -    -    -    4,844,148    4,844,148 
Balance, March 31, 2024   29,333,749    3,333   $44,256,853   $13,967,348   $(3,534,832)  $-   $(21,653,149)  $33,036,220 
                                         
Balance, December 31, 2024   33,011,600    3,333   $46,006,402   $16,124,349   $(7,133,161)  $279,430   $(33,295,015)  $21,982,005 
Shares issued for cash (note 13(b)(i))   2,503,601    -    6,609,507    -    -    -    -    6,609,507 
Cost of issue - cash   -    -    (126,998)   -    -    -    -    (126,998)
Warrant liabilities   -    -    (2,486,451)   -    -    -    -    (2,486,451)
Restricted share units converted to common shares   792,669    -    2,348,791    (2,348,791)   -    -    -    - 
Share based compensation   -    -    -    1,038,785    -    -    -    1,038,785 
Foreign currency translation adjustment   -    -    -    -    27,294    -    -    27,294 
Dissolution of non-controlling interest   -    -    -    (721,270)   -    (279,430)   -    (1,000,700)
Net loss for the period   -    -    -    -    -    -    (1,688,532)   (1,688,532)
Balance, March 31, 2025   36,307,870    3,333   $52,351,251   $14,093,073   $(7,105,867)  $-   $(34,983,547)  $24,354,910 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

 

- 4 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

1.Nature of operations and going concern

 

Digi Power X Inc. (the “Company” or “Digi Power”) and its subsidiaries, Digihost International, Inc., DGX Holding, LLC, World Generation X, LLC, and US Data Centers, Inc. (together the “Company”) is an innovative energy infrastructure Company that develops data centers to drive the expansion of sustainable energy assets. On March 6, 2025, the Company changed its name to Digi Power X Inc.

 

The Company is listed on the TSX Venture Exchange and the NASDAQ trading under the trading symbols DGX and DGXX, respectively. The head office of the Company is located at 218 NW 24TH Street, 2nd Floor, Miami, Florida 33127.

 

These unaudited condensed interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on May 14, 2025.

 

Going Concern

 

These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation and will be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The use of these principles may not be appropriate.

 

As at March 31, 2025, the Company has working capital deficiency of $807,066. The current working capital is not sufficient to meet the Company’s requirements and business growth initiatives. The Company’s ability to continue as a going concern depends upon its ability generate positive cashflows from its operations and to raise additional financing. Even if the Company has been successful in the past in raising financings, there is no assurance that it will manage to obtain additional financing in the future.

 

These events and conditions indicate that a material uncertainty exists that raises substantial doubt on the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments or disclosures that may be necessary should the Company not be able to continue as a going concern. If this were the case, these adjustments could be material.

  

2.Material accounting policies

 

(a)Statement of compliance

 

The Company applies IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and effective at the date they were issued. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2024. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements. Therefore they should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024. There are selected notes included to explain events and transactions that are significant to an understanding of the change in the Company’s financial performance and financial position since the last annual consolidated financial statements as at and for the year ended December 31, 2024.

 

- 5 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

2.Material accounting policies (continued)

 

(b)New accounting standards adopted and recently announced accounting pronouncements not yet adopted

 

Accounting standards issued but not yet effective

 

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. We are currently assessing the effect of this new standard on our financial statements.

 

As at March 31, 2025, there are no other IFRS with future effective dates that are expected to have a material impact on the Company.

 

(c)Critical accounting judgements, estimates and assumptions

 

The preparation of these financial statements in conformity with IFRS Accounting Standards requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant estimates and judgements used in the preparation of the consolidated financial statements are described in the annual audited financial statements for the year ended December 31, 2024.

 

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

 

Significant judgements

 

(i)Income from digital currency mining

 

The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the average price of the coin on the date of contract inception. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.

 

- 6 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

2.Material accounting policies (continued)

 

(i)Income from digital currency mining (continued)

 

There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.

 

(ii)Going concern

 

The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in Note 1.

 

(iii)Income, value added, withholding and other taxes

 

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the year in which such determination is made.

 

Significant estimates

 

(i)Useful lives of property, plant and equipment

 

Depreciation of data miners and equipment are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.

 

(ii)Data miners valuation

 

Impairment of data miners was estimated based on the recoverable amount of mining equipment based on current market prices and hash rate power per miner type. The recoverable amount represents the higher value between an asset’s fair value less costs to sell and its value in use. Hash rate power refers to the computational power of the mining equipment, which directly affects the mining efficiency and potential revenue generation. As the market prices for mining equipment and hash rate power can vary significantly over time, these factors are considered in estimating the recoverable amount of the assets. The current market prices for mining equipment are obtained from various sources, including manufacturers, distributors, and marketplaces for used equipment. Management reviews and compares these prices regularly to ensure the accuracy and relevance of the data.

 

(ii)Warrant liability

 

The Company uses Black Scholes method to determine the fair value of the warrant liability. The Black Scholes method requires significant judgement in determining the fair value such as volatility and risk-free rate. A change in these inputs could lead to significant change in the fair value of the warrant liability.

 

- 7 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

2.Material accounting policies (continued)

 

(d)Restatement of statement of cash flows

 

The statement of cash flows has been restated to reclassify the cash proceeds from from the sale of digital assets and the cash disbursements related to their acquisition, which are accounted for as intangible assets under IAS 38, from cash flows from operations to cash flows from investing activities. The Company has determined that this error was material to the previously issued consolidated financial statements and as such, has restated its consolidated financial statements, as applicable.

 

3.Digital currencies

 

The Company’s holdings of digital currencies consist of the following:

 

   As at
March 31,
2025
   As at
December 31,
2024
 
Bitcoin  $4,396,439   $4,525,416 

 

The continuity of digital currencies was as follows:

 

   Number of Bitcoin   Amount 
Balance, December 31, 2023   19   $822,884 
Bitcoin mined   188    10,318,500 
Bitcoin received from colocation services   126    9,377,476 
Bitcoin received for electricity sales   33    2,003,106 
Digital currencies traded for cash   (286)   (18,507,626)
Digital currencies paid for services   (26)   (1,773,027)
Digital currencies for loan repayment   (6)   (273,360)
Gain on sale of digital currencies   -    1,658,772 
Revaluation adjustment   -    898,691 
Balance, December 31, 2024   48    4,525,416 
Bitcoin mined for Digihost   9    765,876 
Bitcoin received from colocation services   46    4,304,411 
Digital currencies paid for services   (5)   (491,095)
Digital currencies traded for cash   (45)   (4,598,203)
Gain on sale of digital currencies   -    337,009 
Revaluation adjustment   -    (446,975)
Balance, March 31, 2025   53   $4,396,439 

 

- 8 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

4.Amounts receivable and other assets

  

   As at
March 31,
2025
   As at
December 31,
2024
 
Utility deposits  $3,113,558   $1,942,476 
Prepaid expenses   91,096    142,066 
Accounts receivable   36,469    1,836 
Other receivable   168,337    169,037 
Interest receivable (note 8)   48,000    72,000 
    3,457,460    2,327,415 
Long-term deposits and prepaid expenses   (3,113,558)   (1,942,476)
   $343,902   $384,939 

  

5.Property, plant and equipment

  

   Land and   Data   Equipment   Leasehold   Equipment in   Power plant     
   buildings   miners   and other   improvement   construction   in use(1)   Total 
                             
Cost                            
December 31, 2023   5,015,740    31,895,779    21,392,207    1,079,542                     -    4,643,800    64,027,068 
Additions   -    -    3,200,000    -    -    590,777    3,790,777 
December 31, 2024   5,015,740    31,895,779    24,592,207    1,079,542    -    5,234,577    67,817,845 
Additions   -    -    -    -    -    782,106    782,106 
March 31, 2025  $5,015,740   $31,895,779   $24,592,207   $1,079,542   $-   $6,016,683   $68,599,951 
Accumulated depreciation                                   
December 31, 2023   -    22,763,032    7,148,323    401,582    -    327,447    30,640,384 
Depreciation   335,324    8,733,406    5,913,455    105,318    -    368,920    15,456,423 
December 31, 2024   335,324    31,496,438    13,061,778    506,900    -    696,367    46,096,807 
Depreciation   83,831    399,341    1,510,085    26,330    -    107,905    2,127,492 
March 31, 2025  $419,155   $31,895,779   $14,571,863   $533,230   $-   $804,272   $48,224,299 
Net carrying value                                   
As at December 31, 2024  $4,680,416   $399,341   $11,530,429   $572,642   $-   $4,538,210   $21,721,038 
As at March 31, 2025  $4,596,585   $-   $10,020,344   $546,312   $-   $5,212,411   $20,375,652 

 

(1)At December 31, 2024, the Company had plant and equipment with a carrying amount of $4,538,210 that was temporarily idle due to maintenance and repairs. The Power Plant was brought back into service during January 2025.

 

- 9 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

6.Right-of-use assets

 

   As at
March 31,
2025
   As at
December 31,
2024
 
Balance, beginning of period  $2,039,910   $2,366,115 
Depreciation   (25,549)   (102,197)
Modification of lease   -    (224,008)
Balance, end of period  $2,014,361   $2,039,910 

 

During the year ended December 31, 2022 the Company entered a lease for a warehouse facility. The lease was prepaid resulting in a right-of-use asset and no corresponding lease liability.

 

7.Intangible asset

 

Intangible asset relates to the right-of-use of an electric power facility for a period of 156 months. As at March 31, 2025, there were 95 months remaining of the amortization period.

 

   As at
March 31,
2025
   As at
December 31,
2024
 
Balance, beginning of period  $1,055,569   $1,184,798 
Amortization   (32,308)   (129,229)
Balance, end of period  $1,023,261   $1,055,569 

 

8.Investment

 

In December 2021, the Company entered into an agreement for a Secured Convertible Promissory Note (“Note”) with principal of $800,000. The Note accrued interest at a rate of 6% per annum, with 3% payable in cash every calendar quarter and 3% payable in notes (note 4). The Note was converted into Series C Preferred Stock (“Shares”) of the issuer effective October 1, 2023, with 8,000 warrants issued to the Company. The Shares are secured by the assets of the issuer. As at March 31, 2025, the fair value of the Shares and warrants was estimated to be $900,844.

 

   As at
March 31,
2025
   As at
December 31,
2024
 
Balance, beginning of period  $900,844   $850,685 
Fair value adjustment   -    50,159 
Balance, end of period  $900,844   $900,844 

 

- 10 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

9.Lease liabilities

 

The Company entered into a lease agreement dated April 1, 2022, with TXMA International LLC, a company controlled by the chief executive officer. The present value of the lease liability as at March 31, 2025 was $114,445 (December 31, 2024 - $126,797). Payments made during the three months ended March 31, 2025, totaled $15,000 (December 31, 2024 - $151,286).

 

   As at
March 31,
2025
   As at
December 31,
2024
 
Balance, beginning of period  $126,797   $447,514 
Interest   2,648    13,271 
Lease payments   (15,000)   (109,980)
Modification of lease   -    (224,008)
Balance, end of period  $114,445   $126,797 
Current portion  $52,271   $51,112 
Non-current portion   62,174    75,685 
Total lease liabilities  $114,445   $126,797 

 

Maturity analysis - contractual undiscounted cash flows                

 

As at March 31, 2025    
Less than one year  $60,000 
One to five years   65,000 
Total undiscounted lease obligations  $125,000 

 

10.Loans payable

 

   As at
March 31,
2025
   As at
December 31,
2024
 
Balance, beginning of the period  $77,564   $610,340 
Repayment of loans   (78,130)   (590,919)
Interest   566    38,413 
Fair value adjustment   -    19,730 
Balance, end of the period   -    77,564 

 

- 11 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

  

11.Mortgage payable

 

In June 2022, the Company’s incremental borrowing rate applied was estimated to be 7% per annum. The mortgage does not bear interest, is repayable by monthly instalments of $44,500 and matured in September 2024. The mortgage was secured by the powerplant.

 

   As at
March 31,
   As at
December 31,
 
   2025   2024 
Balance, beginning of period  $          -   $389,064 
Interest   -    11,436 
Payments   -    (400,500)
Balance, end of period  $-   $- 

 

12.Warrant liabilities

 

The Company has warrants classified as financial liabilities due to the presence of cashless exercise options under certain conditions, or in other cases due to a failure to meet the fixed for fixed criteria. Therefore the Company records these warrants as financial liabilities measured at fair value upon initial recognition. At each subsequent reporting date, the warrants are re-measured at fair value and the change in fair value is recognized through profit or loss. Upon warrant exercise, the fair value previously recognized in warrant liabilities is transferred from warrant liabilities to share capital.

 

The following table summarizes the changes in the warrant liabilities for the Company’s warrants for the years ending March 31, 2025 and December 31, 2024:

 

  

Number of

warrants

   Amount 
Balance, December 31, 2023   9,098,514   $5,456,749 
Warrants expired   (3,955,993)   - 
Warrants issued   3,636,363    2,316,965 
Revaluation of warrant liabilities   -    (4,071,434)
Foreign currency translation   -    (354,032)
Balance, December 31, 2024   8,778,884    3,348,248 
Warrants issued   1,251,805    2,486,451 
Revaluation of warrant liabilities   -    (2,919,893)
Foreign currency translation   -    (5,707)
Balance, March 31, 2025   10,030,689   $2,909,099 

 

- 12 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

12.Warrant liabilities (continued)

 

The fair value of the Company’s warrants has been determined using the Black-Scholes pricing model and the following weighted average assumptions:

 

   Issued   As at
March 31,
   Issued   As at
December 31,
 
   in 2025   2025   in 2024   2024 
Spot price (in CAD$)  $4.15   $1.64   $1.60   $2.16 
Risk-free interest rate   3.25%   2.80%   3.25%   2.80%
Expected annual volatility   121%   121%   104%   104%
Expected life (years)   3.50    2.86    3.00    2.62 
Dividend   nil    nil    nil                nil 

 

The following table reflects the Company’s warrants outstanding and exercisable as at March 31, 2025.

 

Expiry date  Warrants
outstanding and exercisable
    Exercise price 
April 9, 2025   2,112,773   CAD$7.11 
September 9, 2025   3,029,748   CAD$6.25 
August 15, 2027   3,636,363   US$2.00 
February 7, 2028   1,251,805   US$3.66 
    10,030,689           

 

13.Share capital

 

a)Authorized share capital

 

Unlimited subordinate voting shares without par value and conferring 1 vote per share.

 

Unlimited proportionate voting shares without par value, conferring 200 votes per share, convertible at the holder’s option into subordinate voting shares on a basis of 200 subordinate voting shares for 1 proportionate voting shares.

 

b)Subordinate voting shares and proportionate voting shares issued

 

Three months ended March 31, 2025

 

(i) On February 7, 2025, the Company completed a private placement consisting of 2,503,601 units of the Company at a purchase price of $2.64 per unit for gross proceeds of $6,609,500. Each unit is comprised of one subordinate voting share of the Company and one half warrant, with each warrant entitling the holder to purchase one additional share. The warrants have an exercise price of $3.66 per share and exercise period of three years from the issuance date.

 

- 13 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

14.Warrants Classified as Equity

 

   Number of Warrants   Weighted Average Exercise Price (CAD$) 
Balance, December 31, 2023   1,025,816    7.81 
Expired   (249,688)   10.01 
Balance, March 31, 2024   776,128    7.81 
Balance, December 31, 2024 and March 31, 2025   553,906    7.25 

 

The following table reflects the warrants issued and outstanding as of March 31, 2025:  

 

Number of       Weighted
Average
    
Warrants
Outstanding
   Exercise Price
(CAD$)
   Contractual
Life (years)
   Expiry Date
 311,526    8.025    0.02   April 9, 2025(1)
 242,380    6.25    0.44   September 9, 2025(1)
 553,906    7.25    0.21    

 

15.Stock options and restricted share units

 

(a)Stock options

 

The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.

 

The following table reflects the continuity of stock options for the periods presented below:

 

   Number of Stock Options  

Weighted Average

Exercise Price (CAD$)

 
Balance, December 31, 2023 and March 31, 2024   692,170    5.09 
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 

 

- 14 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

15.Stock options and restricted share units (continued)

 

The fair value of the Company’s options has been determined using the Black-Scholes pricing model and the following weighted average assumptions:

  

   Granted in 2025 
Spot price (in CAD$)  $1.89 
Risk-free interest rate   2.52%
Expected annual volatility   134%
Expected life (years)   5.00 
Dividend   nil 

 

The following table reflects the stock options issued and outstanding as of March 31, 2025:

 

Expiry Date  Exercise Price (CAD$)  

Weighted Average Remaining

Contractual Life (years)

   Number of Options Outstanding  

Number of Options Vested

(exercisable)

   Number of Options Unvested 
January 5, 2026   3.75    0.77    150,828    150,828    - 
March 25, 2026   7.47    0.98    101,997    101,997    - 
May 17, 2026   7.35    1.13    43,464    43,464    - 
June 22, 2026   4.20    1.23    28,332    28,332    - 
February 28, 2030   2.00    4.92    25,000    25,000    - 
February 28, 2030  US$1.50    4.92    37,500    37,500    - 
March 5, 2030  US$1.25    4.93    300,000    300,000    - 
    3.55    3.04    687,121    687,121            - 

 

(b)Restricted share units

 

The Company has an RSU plan whereby there is a fixed cap of shares that can be granted under the plan. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.

 

The following table reflects the continuity of RSUs for the periods presented below:

 

   Number of RSUs 
Balance, December 31, 2023   1,036,900 
Granted   1,086,000 
Cancelled   (103,333)
Converted   (451,409)
Balance, March 31, 2024   1,568,158 

Balance, December 31, 2024

   2,828,336 
Granted (i)   45,000 
Cancelled   (6,500)
Converted   (792,669)
Balance, March 31, 2025   2,074,167 

- 15 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

15.Stock options and restricted share units (continued)

 

(i) During the three months ended March 31, 2025, the Company 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 Company’s shares on the date of grant.

 

For the three months ended March 31, 2025, the Company recorded share based compensation of $620,943 related to vesting of RSU’s, (three months ended March 31, 2024 - $246,261,).

 

16.Loss per share

 

Three Months Ended March 31,  2025   2024 
Net income (loss) for the period  $(1,688,532)  $4,844,148 
Net loss per share - basic and diluted  $(0.05)  $0.17 
Weighted average number of shares outstanding - basic and diluted   34,966,831    29,245,155 

 

(i) Diluted income per share does not include the effect of warrants and stock options as they are anti-dilutive.

 

17.Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.

 

Remuneration of key management personnel of the Company was as follows:

 

Three Months Ended March 31,  2025   2024 
Professional fees (1)  $34,713   $27,692 
Salaries (1)   689,545    219,180 
Share based compensation (2)   467,375    241,808 
   $1,191,633   $488,680 

 

(1)Represents the professional fees and salaries paid to officers and directors in BTC. During the three months ended March 31, 2025 the Company paid 5 BTC (three months ended March 31, 2024 - 5 BTC) as compensation for the services provided in by officers and directors with a fair value of $491,095 (three months ended March 31, 2024 -$276,051).

 

(2)Represents the share based compensation for officers and directors.

 

- 16 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

18.Additional information on the nature of comprehensive loss components

 

Three Months Ended March 31,  2025   2024 
Expenses for employee benefits        
Operating and maintenance costs  $200,025   $166,547 
Professional fees   34,713    27,692 
Salaries   689,545    219,180 
Share based compensation   1,038,785    246,261 
   $1,963,068   $659,680 
Net financial expenses          
Interest on loans  $566   $- 
Interest from promissory note receivable   -    (6,000)
Interest on lease liabilities and mortgage payable   2,648    16,236 
   $3,214   $10,236 

 

19.Cash flow supplemental information

 

Three Months Ended March 31,  2025   2024 
Digital currencies items        
Digital currencies mined  $(765,876)  $(6,810,389)
Bitcoin received from colocation services   (4,304,411)   (228,935)
Bitcoin received for electricity sales   -    (633,011)
Services paid in digital currencies   491,095    276,051 
Gain on sale of digital currencies   (337,009)   (398,357)
Digital currencies for loan repayment   -    273,360 
Gain on revaluation of digital currencies   446,975    (247,464)
   $(4,469,226)  $(7,768,745)
Working capital items          
Amounts receivable and prepaid expenses  $(1,130,745)  $(172,857)
Accounts payable and accrued liabilities   (3,145,539)   (463,548)
Income tax receivable   -    168,337 
Deposit payable   -    369,133 
   $(4,276,284)  $(98,935)
Other supplemental information          
Interest paid  $-   $- 
Taxes paid  $-   $- 

 

- 17 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

20.Segmented reporting

 

The Company has three operating segments being cryptocurrency mining, sales of energy and electricity and colocation services located in the United States.

 

Three Months Ended March 31, 2025  Cryptocurrency
mining
   Sales of
energy
   Colocation
services
   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)
Gross profit (loss)   (2,021,115)   (387,137)   889,738    (1,518,514)
Net profit (loss)   (2,191,132)   (387,138)   889,738    (1,688,532)

 

Three Months Ended March 31, 2024  Cryptocurrency
mining
   Sales of
energy and electricity
   Colocation
services
   Total 
Revenue  $4,880,563   $6,650,825   $1,426,931   $12,958,319 
Cost of revenue   (3,428,616)   (4,225,676)   (1,345,590)   (8,999,882)
Depreciation and amortization   (3,623,804)   (327,447)   -    (3,951,251)
Miner lease and hosting agreement   -    -    -    - 
Gross profit (loss)   (2,171,857)   2,097,702    81,341    7,186 
Net profit (loss)   2,632,167    1,882,302    329,679    4,844,148 

 

21.Capital management

 

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital and reserves. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2024.

 

22.Financial instruments and risk management

 

Fair value

 

The fair value of the Company’s financial instruments, including cash, current portion of amounts receivable, investment and accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. Deposit payable is due to arm’s length third parties, the fair values of this payable is measured using relevant market input (Level 3). The fair value of deposit payable was calculated using actualized cash flows using market rates in effect at the balance sheet date. Reasonable changes to key assumptions would not have a significant impact. Investment is measured using a market-based valuation approach, utilizing relevant Level 3 market inputs. Digital currencies are measured at fair value using the quoted price on Gemini Exchange (Level 2). Warrant liabilities are measured at fair value using the Black-Scholes pricing model (Level 2) (see note 12).

 

- 18 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

  

22.Financial instruments and risk management (continued)

 

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 Company’s primary exposure to credit risk is on its cash, amounts receivable and promissory note receivable. The cash held in an account which is FDIC insured up to $3 million. The Company believes no impairment is necessary in respect of amounts receivable, deposits and promissory note receivable as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by maintaining cash balances to ensure that it is able to meet its short term and long-term obligations as and when they fall due. The Company manages cash projections and regularly updates projections for changes in business and fluctuations cause in digital currency prices and exchange rates.

 

The following table summarizes the expected maturity of the Company’s significant financial liabilities and other liabilities based on the remaining period from the balance sheet date to the contractual maturity date:

 

As at March 31, 2025   Payments by period                          
    Less than
1 year
     1-3 years     4-5 years     More than
5 years
     Total     Carrying Value  
Accounts payable and accrued liabilities   $ 3,434,409     $ -     $ -     $ -     $ 3,434,409     $ 3,434,409  
Deposit payable     -       2,203,526       -       -       2,203,526       2,203,526  
Lease liabilities     60,000       65,000       -       -       125,000       114,445  
    $ 3,494,409     $ 2,268,526     $           -     $             -     $ 5,762,935     $ 5,752,380  

  

As at December 31, 2024  Payments by period                 
   Less than
1 year
   1-3 years   4-5 years   More than
5 years
   Total   Carrying Value 
Accounts payable and accrued liabilities  $6,579,948   $-   $-   $-   $6,579,948   $6,579,948 
Deposit payable   -    2,203,526    -    -    2,203,526    2,203,526 
Lease liabilities   60,000    80,000    -    -    140,000    126,797 
Loan payable·   77,564    -    -    -    77,564    77,564 
   $6,717,512   $2,283,526   $-   $-   $9,001,038   $8,987,835 

 

Foreign currency risk

 

Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Company incurs in its operations.

 

As the Company operates in an international environment, some of the Company’s financial instruments and transactions are denominated in currencies other than an entity’s functional currency. The fluctuation of the Canadian dollar in relation to the US dollar will consequently impact the profitability of the Company and may also affect the value of the Company’s assets and liabilities and the amount of shareholders’ equity. As at March 31, 2025 and December 31, 2024, the foreign currency risk was considered minimal.

- 19 -

 

 

Digi Power X Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2025

(Expressed in United States Dollars) (Unaudited)

 

22.Financial instruments and risk management (continued)

 

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 Company is directly related to the current and future market price of digital currencies; in addition, the Company may not be able liquidate its holdings of digital currencies at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The Company has not hedged the conversion of any of its sales of digital currencies.

 

Digital currencies have a limited history and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company’s digital currencies currently consist of Bitcoin.

 

At March 31, 2025, had the market price of the Company’s holdings of Bitcoin increased or decreased by 10% with all other variables held constant, the corresponding asset value increase or decrease respectively would amount to $439,644 (December 31, 2024 - $452,542).

 

23.Non-controlling interest

 

The Company incorporated US Data Centers Inc., as a subsidiary on September 20, 2024. Subsequent to December 31, 2024, the Company dissolved this subsidiary and incorporated an entity of the same name. Funds of approximately $1,000,000 were distributed back to the original shareholders upon on dissolution.

 

24.Subsequent event

 

Subsequent to March 31, 2025, 2,424,299 warrants with weighted average exercise price of CAD$7.23 expired unexercised.

 

- 20 -