Mr. Michel Amar reports

HANS VESTBERG CO-FOUNDS NEXT PHASE OF US DATA CENTERS INC. WITH DIGI POWER X TO DEPLOY MODULAR AI INFRASTRUCTURE AT SCALE

Digi Power X Inc. has launched the next phase of development of U.S. Data Centers Inc. (USDC), a dedicated AI (artificial intelligence) infrastructure platform focused on the development, manufacturing and global deployment of modular Tier III AI data centres, through an independent, private raise of capital. This phase was co-founded with Hans Vestberg, former chairman and chief executive officer of Verizon Communications and current board member of BlackRock, who will serve as co-founder and senior adviser to USDC.

This next phase of development is intended to establish USDC as a stand-alone and dedicated AI infrastructure manufacturing and deployment platform while allowing Digi Power X to maintain a sharper focus on energy-optimized digital infrastructure operations.

Under this structure:

• USDC will lead the manufacturing, distribution and global deployment of modular AI data centre infrastructure.
• Digi Power X will continue developing and operating energy-efficient digital infrastructure assets, including power generation and high-performance compute facilities.

This structure will position each company to capture growth across different sectors of the rapidly expanding AI infrastructure value chain while allowing shareholders of the company to participate in that growth through Digi Power X's equity stake in USDC.

The ARMS platform: modular AI infrastructure at scale

At the core of U.S. Data Centers is the ARMS (AI-Ready Modular Solution) platform -- a proprietary modular data centre system engineered for the rapid deployment of high-density AI computing infrastructure.

The ARMS platform is purpose built to solve one of the most pressing challenges facing the AI industry: the inability of traditional data centre construction to keep pace with the accelerating demand for compute capacity. Where conventional facilities could require years to plan, permit and build, ARMS-based deployments can be commissioned in a fraction of that time.

Each ARMS unit is a self-contained, Tier III-certified modular data centre designed to support advanced GPU (graphics processing unit) clusters for large-scale AI workloads, including machine learning training, inference and generative AI applications. Units are designed for rapid scalability, allowing customers to expand compute capacity incrementally as demand grows.

Business model and go-to-market strategy

USDC's goal is to generate revenue through multiple channels, including direct infrastructure manufacturing and deployment for enterprise and sovereign customers.

Target customers include:

• Hyperscalers and cloud service providers requiring rapid capacity expansion;
• Enterprise customers deploying private AI infrastructure;
• Sovereign AI initiatives requiring domestically controlled compute capacity;
• Co-location tenants seeking prebuilt, high-density AI-ready facilities.

The modular nature of the ARMS platform will allow USDC to serve customers across a wide range of deployment sizes, from single-unit installations to large-scale, multimegawatt campus deployments.

In order to capitalize the entity and work toward achieving these goals, USDC issued shares of preferred stock in an initial capital raising transaction that ascribes a valuation to USDC of approximately $10-million (U.S.), including the issuance of 3.2 million shares of preferred stock for a total of $800,000 (U.S.). Digi Power X remains a majority shareholder of USDC, holding shares of common stock constituting more than 50 per cent of USDC's equity.

Addressing the global AI infrastructure gap

The rapid proliferation of artificial intelligence is creating unprecedented demand for high-performance computing infrastructure around the world. Industry analysts estimate that global investment in AI infrastructure could reach hundreds of billions of dollars over the coming decade as enterprises, governments and cloud providers race to scale their AI capabilities.

USDC is positioning itself to capture a share of this opportunity by offering a faster, more flexible alternative to traditional data centre development -- developing and producing Tier III-certified AI infrastructure that can be delivered at the speed the market demands.

Leadership

Michel Amar, chairman and chief executive officer of Digi Power X, commented: "We are extremely excited to partner with Hans Vestberg in this next phase of U.S. Data Centers Inc. Hans brings unparalleled experience in global telecommunications infrastructure and technology leadership. His involvement will significantly strengthen USDC's ability to build a next-generation AI infrastructure platform designed to meet the growing global demand for AI compute."

Mr. Vestberg added: "The global demand for AI computing is accelerating at an unprecedented pace. It's a massive shift in the market. I see a clear opportunity for U.S. Data Centers Inc. to lead this space. By leveraging our scale and execution, we will build the next generation of infrastructure and create a truly world-class platform. I look forward to partnering with USDC leadership team to deliver on this vision and drive the business forward."

Related party transaction

Certain officers and directors of the company (the insiders) were issued an aggregate of 10.2 million shares of common stock in USDC in exchange for services. The participation by the insiders is considered a related party transaction as defined under Multilateral Instrument 61-101. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101, pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, on the basis that the participation by the insiders does not exceed 25 per cent of the fair market value of the company's market capitalization. The company did not file a material change report in respect of the participation by the insiders at least 21 days before the closing of the transaction, which the company believes is reasonable in the circumstances in order to complete the transaction in an expeditious manner.

About Digi Power X Inc.

Digi Power X is an energy-efficient digital infrastructure company focused on the development of next-generation data centres and energy solutions designed to power the future of high-performance computing.

About U.S. Data Centers Inc.

U.S. Data Centers is an AI infrastructure company focused on the development, manufacturing and deployment of modular Tier III AI data centre platforms designed to support high-density AI computing workloads.

We seek Safe Harbor.