Digi Power X Inc. Announces Amended ATM Equity Offering Program Up to \$75 Million

Key Highlights for Investors

• Amended & Restated ATM Sales Agreement: Digi Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) has entered into an amended and restated “at-the-market” (ATM) equity offering agreement with A.G.P./Alliance Global Partners, enabling the company to raise up to US\$75 million through the sale of subordinate voting shares (SV Shares).
• Strategic Use of Proceeds: Proceeds from the ATM Equity Program will be used for general corporate purposes, including funding ongoing operations, working capital, completing construction on Tier 3 data centers, debt repayment, and potential acquisitions to expand AI and HPC infrastructure.
• Focus on AI Infrastructure Expansion: Digi Power X is continuing its strategic pivot toward AI data centers, GPU-as-a-Service, and modular data center deployment, with a target of 400 megawatts of AI capacity across Alabama, Upstate New York, and North Carolina.
• Share Sales Structure: Shares will only be sold in the United States on the Nasdaq Capital Market (or other U.S. trading venues), with no shares to be offered or sold in Canada or to Canadian residents.
• Potential Share Price Impact: The volume and timing of share sales will be determined by company management at prevailing market prices, which may result in dilution and impact the share price depending on market conditions and investor demand.
• Regulatory Disclosure: All offers and sales will be made pursuant to a prospectus supplement and accompanying prospectus filed with the SEC under the company’s shelf registration statement on Form S-3 (filed April 9, 2026).
• Forward-Looking Risks: The company highlights various risks, including future capital needs, costs of AI infrastructure deployment, global demand for AI computing, and uncertainties regarding improvements to profitability and efficiency.

Details of the Material Change

Digi Power X Inc. has announced a significant amendment to its ATM equity offering program, which could have material implications for shareholders and potential investors. The company, now focused on becoming a leading provider of AI infrastructure, has increased its flexibility to raise capital by selling up to US\$75 million worth of SV Shares directly into the U.S. public markets.

This move is part of Digi Power X’s ongoing transformation into an AI-first infrastructure company. The capital raised is intended to support the company’s aggressive expansion and development plans in the AI data center space, including modular deployments and GPU-as-a-Service offerings. The company’s target is to build out 400 megawatts of AI capacity in key regions, positioning itself as a major independent player in North America’s rapidly growing AI infrastructure sector.

What Shareholders Need to Know

• Potential Dilution: The ATM program allows Digi Power X to issue and sell shares at prevailing market prices at times of its choosing. This could lead to dilution for existing shareholders, especially if large volumes are sold during periods of lower share prices.
• Proceeds Allocation: The company plans to use the proceeds to fund ongoing operations, complete construction of Tier 3 data centers, service debts, and pursue strategic acquisitions to boost energy and computing capacity.
• Growth Ambitions: The ATM program is a key financial tool to support Digi Power X’s transformation and expansion into AI data centers and related services, which could drive long-term value if executed successfully.
• Regulatory & Market Risks: The company emphasizes that the ATM program is subject to market conditions and may be terminated at any time by either party. Furthermore, no shares will be sold to Canadian residents or on Canadian exchanges, limiting the offering to U.S. markets.
• Forward-Looking Statements: Management cautions that there are significant risks and uncertainties related to capital needs, AI infrastructure development, and market demand that could materially affect future results.

Investor Communication

For further information, investors can contact CEO Michel Amar at [email protected] or the Investor Relations team at [email protected] or visit www.digipowerx.com.

Disclaimer

Cautionary Note: This article contains forward-looking statements based on current expectations, estimates, and projections. Actual results may differ materially due to a variety of risks and uncertainties, including those described in Digi Power X’s filings with the SEC and Canadian securities regulators. Trading in the securities of Digi Power X Inc. should be considered highly speculative. No regulatory authority has approved or disapproved the information contained herein. This is not an offer to sell or a solicitation of an offer to buy any securities.

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