Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual
Report, the Corporation carried out an evaluation, under the supervision of the Corporation’s Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported accurately and within the time frames specified in the SEC’s rules and forms and accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
Management’s Report on Internal Control
Over Financial Reporting
Management of the Corporation, under the supervision
of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining an adequate system of “internal
control over financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with IFRS as issued by the International Accounting Standards Board. Management, including
the Chief Executive Officer and the Chief Financial Officer, has assessed the effectiveness of the Corporation’s internal control
over financial reporting in accordance with Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this assessment, management, including the Chief Executive Officer and the Chief Financial Officer,
has determined that the Corporation’s internal control over financial reporting was effective.
Remediation of Prior Material Weakness in
Internal Control Over Financial Reporting
As previously reported in the Corporation’s annual report for
the fiscal year ended December 31, 2024, management of the Corporation identified certain material weaknesses related to (a) the Corporation
not having effective review and reconciliation procedures related to the period end balances in connection with the closing of financial
statements for a particular period, and (b) the Corporation having insufficient procedures or processes to independently generate an expectation
over the rewards which should be received from self-mining and colocation agreements based on the hashing power provided to the network,
in order to assess the completeness and accuracy of rewards received from those revenue streams. As defined in Regulation 12b-2 under
the Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements
will not be prevented, or detected on a timely basis. Since identifying the material weaknesses, the Corporation implemented a formal
process to review and reconcile period end balances related to the items described above and properly reassess those items as required.
The Corporation has also implemented formal procedures to ensure and maintain a formal review of the equipment listings for its miners
used for self-mining and for co-location customers via monthly reconciliations and has hired an external consultant to create reporting
that substantiates an independent expectation of expected rewards based on hashing power provided to the network.
Based upon the above, we evaluated the remediation
efforts described and performed testing of the operating effectiveness of the relevant controls throughout the year and concluded that
these controls have been operating effectively for a sufficient period of time to support our determination that the material weakness
has been remediated as of December 31, 2025.
50
Attestation Report of the Registered Public
Accounting Firm
Under the Jumpstart Our Business Startups Act,
“emerging growth companies” are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, which generally requires that
a public company’s registered public accounting firm provide an attestation report relating to management’s assessment of
internal control over financial reporting. The Corporation qualifies as an “emerging growth company” and, therefore, has
not included in, or incorporated by reference into, this Annual Report such an attestation report as of the end of the period covered
by this Annual Report.
Changes in Internal Control over Financial
Reporting
Management has not identified any change in the
Corporation’s internal control over financial reporting that occurred during the fiscal year ending December 31, 2025 that has
materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Item 9B. Other Information.
Rule 10b5-1 Information
None of our directors or officers adopted or
terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during
the fourth quarter of 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
Not applicable.
51
PART III
Item 10. Directors, Executive Compensation,
and Corporate Governance.
Information required by Item 10 is incorporated
by reference from the Corporation’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K.
Item 11. Executive Compensation.
Information required by Item 11 is incorporated
by reference from the Corporation’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
Information required by Item 12 is incorporated
by reference from the Corporation’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
Information required by Item 13 is incorporated
by reference from the Corporation’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K.
Item 14. Principal Accountant Fees and Services.
Information required by Item 14 is incorporated
by reference from the Corporation’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal
year covered by this Annual Report on Form 10-K.
52
PART
IV
Item
15. Exhibit, Financial Statement Schedules.
1. Financial Statements.
The consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K beginning on page F-1.
2. Exhibits required
to be filed by Item 601 of Regulation S-K. The information called for by this Item is incorporated by reference from the Index to Exhibits
included in this Annual Report on Form 10-K.
INDEX TO EXHIBITS
3.1
Articles
of Incorporation of Chortle Capital Corp. (incorporated by reference to Exhibit 1.1 to the Corporation’s Annual Report on Form
20-F, filed with the SEC on July 14, 2023)
3.2
Certificate
of Change of Name to Hashchain Technology Inc. (incorporated by reference to Exhibit 1.2 to the Corporation’s Annual Report
on Form 20-F, filed with the SEC on July 14, 2023)
3.3
Notice
of Articles (incorporated by reference to Exhibit 1.3 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on
July 14, 2023)
3.4
Certificate
of Change of Name to Digihost Technology Inc. (incorporated by reference to Exhibit 1.4 to the Corporation’s Annual Report
on Form 20-F, filed with the SEC on July 14, 2023)
3.5
Notice
of Articles (incorporated by reference to Exhibit 1.5 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on
July 14, 2023)
3.6
Notice
of Articles (incorporated by reference to Exhibit 1.6 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on
July 14, 2023)
3.7
Certificate
of Change of Name to Digi Power X Inc. (incorporated by reference to Exhibit 1.7 to the Corporation’s Annual Report on Form
20-F, filed with the SEC on March 31, 2025)
4.1
Form of Common Shares Purchase Warrant, dated August 15, 2024 (incorporated by reference to Exhibit 4.18 to the Corporation’s Annual
Report on Form 20-F, filed with the SEC on September 16, 2024)
4.2
Form of Common Shares Purchase Warrant, dated February 7, 2025 (incorporated by reference to Exhibit 4.21 to the Corporation’s Annual
Report on Form 20-F, filed with the SEC on March 31, 2025)
4(vi)
Description
of Securities (incorporated by reference to Exhibit 2(d) to the Corporation’s Annual Report on Form 20-F, filed with the SEC
on July 14, 2023)
10.1+
Form of Employment Agreement
10.2+
Digihost
Technology Inc. Stock Option Plan (incorporated by reference to Exhibit 4.9 to the Corporation’s Registration Statement on
Form S-8 (File No. 333-276647), filed with the SEC on January 22, 2024)
10.3+
Digihost
Technology Inc. Restricted Share Unit Incentive Plan (incorporated by reference to Exhibit 4.8 to the Corporation’s Registration
Statement on Form S-8 (File No. 333-276647), filed with the SEC on January 22, 2024)
10.4
Base
Contract for the Sale of Energy Supply, dated as of February 6, 2018, by and between Bit Management LLC / NYAM, LLC and EnergyMark,
LLC (incorporated by reference to Exhibit 4.5 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on July 14,
2023)
10.5
Lease
Agreement, dated as of December 21, 2021, by and between East Delavan Property, LLC and DGX Holding, LLC (incorporated by reference
to Exhibit 4.12 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on July 14, 2023)
10.6
Loan
Agreement, dated as of February 5, 2023, by and between Digihost International, Inc. and Doge Capital LLC (incorporated by reference
to Exhibit 4.17 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on July 14, 2023)
10.7
Registration
Rights Agreement, dated as of August 15, 2024, between Digihost Technology Inc. and each investor listed on the signature pages thereto
(incorporated by reference to Exhibit 4.19 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on September
16, 2024)
53
14.1
Digi Power X Inc. Code of Business Conduct and Ethics
16.1
Letter
from Raymond Chabot Grant Thornton LLP to the SEC, dated March 5, 2025 (incorporated by reference to Exhibit 16.1 to Amendment No.
1 to the Corporation’s Annual Report on Form 20-F, filed with the SEC on March 5, 2025)
19.1
Digi
Power X Inc. Securities Trading Policy
21.1
List
of Subsidiaries (incorporated by reference to Exhibit 8.1 to the Corporation’s Annual Report on Form 20-F, filed with the SEC
on March 31, 2025)
23.1
Consent of Davidson & Company LLP, independent registered accounting firm
31.1
Certification by Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2
Certification by Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification by Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification by Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
97.1
Digi Power X Inc. Clawback Policy
101 INS**
Inline XBRL Instance Document
101 SCH**
Inline XBRL Taxonomy Extension Schema Linkbase Document
101 AL**
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF**
Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB**
Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE(**)
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**
Cover Page Interactive Data File (embedded within Inline XBRL document)
* These
certifications are being furnished solely to accompany this annual report pursuant to 18
U.S.C. Section 1350, are not being filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and are not to be incorporated by reference into any filing of the
registrant, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
** The
XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
liability of that section and shall not be incorporated by reference into any filing or other
document pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing or document.
+ Indicates
management contract or compensatory plan.
Item
16. Form 10-K Summary.
None.
54
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DIGI POWER X INC.
By:
/s/ Michel Amar
Name:
Michel Amar
Title:
Chief Executive Officer
Date: March 31, 2026
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Name
Position
Date
/s/ Michel Amar
Chief Executive Officer and Director
March 31, 2026
Michel Amar
(Principal Executive Officer)
/s/ Paul Ciullo
Chief Financial Officer
March 31, 2026
Paul Ciullo
(Principal Financial Officer and Principal Accounting Officer)
/s/ Alec Amar
President and Director
March 31, 2026
Alec Amar
/s/ Ajay Gupta
Director
March 31, 2026
Ajay Gupta
/s/ Adam S. Rossman
Director
March 31, 2026
Adam S. Rossman
/s/ Gerard Rotonda
Director
March 31, 2026
Gerard Rotonda
55