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
AboutDigi Power X
Digi Power X is an innovative energy infrastructure company that develops Tier III-certified modular AI data centers and drives the expansion of sustainable energy assets.
For further information, please contact:
Michel Amar, Chief Executive Officer
Digi Power X Inc.
www.digipowerx.com
Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or otherregulatoryauthorityhasapprovedordisapprovedtheinformationcontainedherein.NeithertheTSXVentureExchangenor itsRegulationServicesProvider(asthattermisdefinedinthepoliciesoftheTSXVentureExchange)acceptsresponsibilityforthe adequacy or accuracy of this release.
Forward-LookingStatements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements”(collectively,“forward-lookinginformation”)thatarebasedonexpectations,estimatesandprojectionsasatthedate 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 thebusinessgoalsandobjectivesoftheCompany.Factorsthatcouldcauseactualresultstodiffermateriallyfromthosedescribed 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 theimpactofdepreciatingBitcoinpricesonworkingcapital;effectsonBitcoinpricesasaresultofthemostrecentBitcoinhalving; development ofadditional facilities andinstallation ofinfrastructure toexpand operations maynotbe completed on thetimelines anticipatedbythe Company,oratall;abilityto accessadditionalpowerfromthelocalpowergrid and realize the potential of the clean energy strategy on terms which are economic or at all;adecreaseincryptocurrency pricing,volumeoftransactionactivityorgenerally,theprofitabilityofcryptocurrencymining;furtherimprovementstoprofitability andefficiencymaynotberealized;developmentofadditionalfacilitiestoexpandoperationsmaynotbecompletedonthetimelines anticipated by the Company; ability to access additional power from the local power grid; an increase in natural gas prices may negativelyaffecttheprofitabilityoftheCompany’spowerplant;thedigitalcurrencymarket;theCompany’sabilitytosuccessfully mine digitalcurrency onthe cloud; the Companymay notbe ableto profitably liquidate itscurrentdigitalcurrencyinventory, 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 informationinthisnewsreleasereflectsthecurrentexpectations,assumptionsand/orbeliefsoftheCompanybasedoninformation currently available to the Company. In connection with the forward-looking information contained in this news release, the Companyhasmadeassumptionsabout, among other things,thecurrentprofitabilityinminingcryptocurrency(includingpricingandvolumeofcurrent transactionactivity);profitableuseoftheCompany’sassetsgoingforward;theCompany’sabilitytoprofitablyliquidateitsdigital currencyinventoryasrequired;historicalpricesofdigitalcurrenciesandtheabilityoftheCompanytominedigitalcurrencieson the cloud will be consistent with historical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrencyminingassets;thenegativeimpactofregulatorychangesintheenergyregimesinthejurisdictionsinwhichthe 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.



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