The Fort Worth Press - Digi Power X Enters into Amended and Restated Sales Agreement

As described in the Company's press releases dated May 30, 2025 and November 18, 2025, the Company previously entered into a sales agreement dated May 30, 2025 with the Agent, pursuant to which the Company established an "at-the-market" equity offering program (the "ATM Equity Program"). Pursuant to the ATM Equity Program, the Company may, at its discretion and from time-to-time during the term of the ATM Agreement, sell, through or to the Agent, such number of subordinate voting shares of the Company ("SV Shares") having an aggregate offering price of up to US$75 million. Sales of SV Shares, if any, in the ATM Equity Program are anticipated to be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended, directly on the Nasdaq Capital Market or another trading market for the SV 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 in Canada, to anyone known by the Agent to be a resident of Canada or over or through the facilities of Cboe Canada or any other exchange or 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 Tier 3 data center facilities, repaying indebtedness outstanding from time to time, and completing potential acquisitions to expand power infrastructure 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.

Offers and sales of the SV Shares in the ATM Equity Program, if any, will be made pursuant to a prospectus supplement and accompanying prospectus, in each case, filed with the Company's U.S. shelf registration statement on Form S-3 initially filed with the United States Securities and Exchange Commission (the "SEC") on April 9, 2026. The registration statement, including the prospectus supplement and the accompanying prospectus, in each case, filed with the registration statement 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 (including until the Company's registration statement on Form S-3 is declared effective by the SEC) or an applicable exemption from registration.

About Digi Power X

Digi Power X is an innovative energy infrastructure company developing AI data centers to drive the expansion of sustainable energy assets. Headquartered in Miami, Florida, the Company is executing a strategic transformation into AI infrastructure, GPU-as-a-Service, and modular data center deployment. With 400 megawatts of AI capacity targeted across Alabama, Upstate New York, and North Carolina, Digi Power X is positioning itself to become a leading independent AI infrastructure provider in North America. For more information, visit www.digipowerx.com.

Investor Relations

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]

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. Cboe Canada does not accept 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 statements regarding the business of the Company. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "goals,' "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking information is subject to a variety of known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: future capital needs and uncertainty regarding the Company's ability to raise additional capital; costs associated with the development, manufacturing and deployment of AI infrastructure; global demand for AI computing infrastructure; further improvements to profitability and efficiency may not be realized; and other related risks, some of which are more fully set out in the Company's annual report on Form 10-K for the year ended December 31, 2025 and other documents disclosed in the Company's filings at www.sedarplus.ca and in the Company's annual, quarterly and current reports filed with the SEC on its website, 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. 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.

SOURCE: Digi Power X Inc.

View the original press release on ACCESS Newswire

C.M.Harper--TFWP