Exhibit 99.2

DIGIHOST TECHNOLOGY INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(EXPRESSED IN UNITED STATES DOLLARS)

(UNAUDITED)

Digihost Technology Inc.

Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars) (Unaudited)

	As at March 31, 2024 Unaudited			As at December  31, 2023 Audited
ASSETS
Current assets
Cash	$	1,313,665		$	341,273
Digital currencies (note 3)		2,910,304			822,884
Amounts receivable and other assets (note 5)		725,778			867,257
Income tax receivable		-			168,337
Total current assets		4,949,747			2,199,751
Property, plant and equipment (note 6)		29,480,730			33,386,684
Right-of-use assets (note 7)		2,322,949			2,366,115
Intangible asset (note 8)		1,152,491			1,184,798
Amounts receivable and other assets (note 5)		2,479,650			2,159,314
Promissory note receivable (note 9)		850,685			850,685
Total assets	$	41,236,252		$	42,147,347
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	4,047,209		$	4,510,757
Income tax payable		50,255			-
Lease liabilities (note 10)		118,437			110,651
Loans payable (note 11)		278,065			253,630
Mortgage payable (note 12)		261,632			389,064
Total current liabilities		4,755,598			5,264,102
Deposits payable		1,855,317			1,486,184
Lease liabilities (note 10)		302,165			336,863
Loans payable (note 11)		-			356,710
Warrant liabilities (note 13)		1,286,952			5,456,749
Total liabilities		8,200,032			12,900,608
Shareholders’ equity
Share capital (note 14)		44,256,853			42,503,660
Contributed surplus		13,967,348			15,468,823
Cumulative translation adjustment		(3,534,832	)		(2,228,447	)
Deficit		(21,653,149	)		(26,497,297	)
Total shareholders’ equity		33,036,220			29,246,739
Total liabilities and shareholders’ equity	$	41,236,252		$	42,147,347

Nature of operations and going concern (note 1) 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 

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Digihost Technology Inc.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss)
(Expressed in United States Dollars) (Unaudited)

Three Months Ended March 31,	2024			2023
Revenue
Digital currency mining (note 3)	$	6,810,389		$	3,809,066
Colocation services (note 3(3))		1,426,931			-
Sale of electricity (note 3(3))		3,378,820			-
Sale of energy (note 4)		1,342,179			295,281
Total revenue		12,958,319			4,104,347
Cost of digital currency mining
Cost of revenue		(8,999,882	)		(2,686,725	)
Depreciation and amortization		(3,951,251	)		(3,222,680	)
Miner lease and hosting agreement (note 3(3))		-			(638,689	)
Gross profit (loss)		7,186			(2,443,747	)
Expenses
Office and administrative expenses		(573,263	)		(467,372	)
Professional fees		(362,805	)		(373,734	)
Regulatory fees		(34,956	)		(83,264	)
Foreign exchange gain (loss)		1,417,874			(47,363	)
Gain (loss) on sale of digital currencies (note 3)		398,357			873,271
Change in fair value of loan payable		(19,730	)		(164,796	)
Other income (expense)		13,003			6,833
Change in fair value of amount owing for Miner Lease Agreement		-			(225,102	)
Share based compensation (note 16)		(246,261	)		(401,496	)
Gain on revaluation of digital currencies (note 3)		247,464			10,443
Operating income (loss)		846,869			(3,316,327	)
Revaluation of warrant liabilities (note 13)		4,057,770			(5,617,304	)
Net financial expenses (note 19)		(10,236	)		(159,408	)
Net income (loss) before income taxes		4,894,403			(9,093,039	)
Income tax expense		(50,255	)		-
Net income (loss) for the period		4,844,148			(9,093,039	)
Other comprehensive income (loss)
Items that will be reclassified to net income Foreign currency translation adjustment		(1,306,385	)		49,483
Total comprehensive income (loss) for the period	$	3,537,763		$	(9,043,556	)
Basic income (loss) per share (note 17)	$	0.17		$	(0.32	)
Diluted income (loss) per share (note 17)	$	0.17		$	(0.32	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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Digihost Technology Inc.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in United States Dollars) (Unaudited)

Three Months Ended March 31,	2024			2023
Operating activities
Net income (loss) for the period	$	4,844,148		$	(9,093,039	)
Adjustments for:
Digital currencies items (note 20)		(2,087,420	)		2,106,476
Interest income accrual		(6,000	)		-
Depreciation of right-of-use assets		43,166			43,083
Depreciation and amortization		3,938,260			3,209,688
Interest on lease liabilities		30,596			27,108
Change in fair value of amount owing for Miner Lease Agreement		-			225,102
Share based compensation		246,261			401,496
Change in warrant liability		(4,057,770	)		5,617,304
Interest accrued on loan payable		-			138,300
Change in fair value of loan payable		19,730			164,796
Income tax expense		50,255			-
Foreign exchange loss (gain)		(1,418,411	)		47,246
Working capital items (note 20)		(98,935	)		132,570
Net cash provided by operating activities		1,503,880			3,020,130
Investing activities
Purchase of property, plant and equipment		-			(769,754	)
Proceeds from sale of property, plant and equipment		-			499,950
Business combination (note 4)		-			(4,599,666	)
Net cash used in investing activities		-			(4,869,470	)
Financing activities
Repayment of mortgage		(133,500	)		(133,500	)
Proceeds of shares issued for cash		5,457			365,463
Proceeds from loans payable		-			691,500
Repayment of loans payable		(366,365	)		(66,906	)
Lease payments		(37,080	)		(36,000	)
Net cash (used in) provided by financing activities		(531,488	)		820,557
Net change in cash		972,392			(1,028,783	)
Cash, beginning of period		341,273			1,850,622
Cash, end of period	$	1,313,665		$	821,839

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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Digihost Technology Inc.

Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity

(Expressed in United States Dollars) (Unaudited)

	Number of shares (note 14)									Cumulative			Digital currency
	Subordinate voting shares		Proportionate voting shares		Share capital		Contributed surplus			Translation Adjustment			revaluation reserve		Deficit			Total
Balance, December 31, 2022		27,842,204		3,333	$	39,602,634	$	15,675,828		$	(3,491,583	)	$	-	$	(4,611,887	)	$	47,174,992
Shares issued for cash		233,466		-		365,462		-			-			-		-			365,462
Restricted share units converted to common shares		479,582		-		1,827,782		(1,827,782	)		-			-		-			-
Share based compensation		-		-		-		401,496			-			-		-			401,496
Transaction with owners		28,555,252		3,333		41,795,878		14,249,542			(3,491,583	)		-		(4,611,887	)		47,941,950
Foreign currency translation adjustment		-		-		-		-			49,483			-		-			49,483
Net loss for the period		-		-		-		-			-			-		(9,093,039	)		(9,093,039	)
Total comprehensive loss for the period		-		-		-		-			49,483			-		(9,093,039	)		(9,043,556	)
Balance, March 31, 2023		28,555,252		3,333	$	41,795,878	$	14,249,542		$	(3,442,100	)	$	-	$	(13,704,926	)	$	38,898,394
Balance, December 31, 2023		28,878,740		3,333		42,503,660		15,468,823			(2,228,447	)		-		(26,497,297	)		29,246,739
Shares issued for cash (note 14(b)(i))		3,600		-		5,457		-			-			-		-			5,457
Restricted share units converted to common shares		451,409		-		1,747,736		(1,747,736	)		-			-		-			-
Share based compensation		-		-		-		246,261			-			-		-			246,261
Transaction with owners		29,333,749		3,333		44,256,853		13,967,348			(2,228,447	)		-		(26,497,297	)		29,498,457
Foreign currency translation adjustment		-		-		-		-			(1,306,385	)		-		-			(1,306,385	)
Net loss for the period		-		-		-		-			-			-		4,844,148			4,844,148
Total comprehensive income (loss) for the period		-		-		-		-			(1,306,385	)		-		4,844,148			3,537,763
Balance, March 31, 2024		29,333,749		3,333	$	44,256,853	$	13,967,348		$	(3,534,832	)	$	-	$	(21,653,149	)	$	33,036,220

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 

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Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

1. Nature of operations and going concern

Digihost Technology Inc. (the “Company” or “Digihost”) and its subsidiaries, Digihost International, Inc., DGX Holding, LLC, and World Generation X, LLC (together the “Company”) is a blockchain technology company with operations in cryptocurrency mining and also a supplier of energy through its recent acquisition of a power plant. The head office of the Company is located at 2830 Produce Row, Houston, TX, 77023.

These unaudited condensed interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on May 14, 2024.

Going Concern

These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation and will be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The use of these principles may not be appropriate.

As at March 31, 2024, the Company has a positive working capital of $194,149 (December 31, 2023 - working capital deficiency of $3,064,351). The current working capital is not sufficient to meet the Company’s requirements and business growth initiatives. The Company’s ability to continue as a going concern depends upon its ability generate positive cashflows from its operations and to raise additional financing. Even if the Company has been successful in the past in raising financings, there is no assurance that it will manage to obtain additional financing in the future.

These material uncertainties may cast significant doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments or disclosures that may be necessary should the Company not be able to continue as a going concern. If this were the case, these adjustments could be material.

2. Material accounting policies

(a) Statement of compliance

The Company applies IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.

The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS issued and outstanding as of May 14, 2024, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2023. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending December 31, 2024 could result in restatement of these unaudited condensed interim consolidated financial statements.

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Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

2. Material accounting policies (continued)

(b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company.

At the date of authorization of these unaudited condensed interim consolidated financial statements, several new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Company’s unaudited condensed interim consolidated financial statements.

(c) Critical accounting judgements, estimates and assumptions

The preparation of these financial statements in conformity with IFRS Accounting Standards requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Significant judgements

(i) Income from digital currency mining

The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of contract inception. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.

There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.

(ii) Leases – incremental borrowing rate

Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.

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Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

2. Material accounting policies (continued)

Significant judgements (continued)

(iii) Going concern

The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in Note 1.

(iv) Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the year in which such determination is made.

Significant estimates

(i) Determination of asset and liability fair values and allocation of purchase consideration

Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.

(ii) Useful lives of property, plant and equipment

Depreciation of data miners and equipment are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.

(iii) Digital currency valuation

Digital currencies consist of cryptocurrency denominated assets (note 3) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.

(v) Data miners valuation

Impairment of data miners was estimated based on the recoverable amount of mining equipment based on current market prices and hash rate power per miner type. The recoverable amount represents the higher value between an asset’s fair value less costs to sell and its value in use. Hash rate power refers to the computational power of the mining equipment, which directly affects the mining efficiency and potential revenue generation. As the market prices for mining equipment and hash rate power can vary significantly over time, these factors are considered in estimating the recoverable amount of the assets. The current market prices for mining equipment are obtained from various sources, including manufacturers, distributors, and marketplaces for used equipment. Management reviews and compares these prices regularly to ensure the accuracy and relevance of the data.

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Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

3. Digital currencies

The Company’s holdings of digital currencies consist of the following:

	As at March 31, 2024		As at December 31, 2023
Bitcoin	$	2,910,304	$	822,884

The continuity of digital currencies was as follows:

	Number of Bitcoin			Amount			Number of Ethereum			Amount			Total Amount
Balance, December 31, 2022		111		$	1,842,177			801		$	958,480		$	2,800,657
Bitcoin mined(2)		640			18,128,241			-			-			18,128,241
Bitcoin received from colocation services(3)		6			185,819			-			-			185,819
Bitcoin received for electricity sales(3)		18			538,197			-			-			538,197
Digital currencies traded for cash		(655	)		(18,018,987	)		(801	)		(1,245,993	)		(19,264,980	)
Digital currencies paid for services		(20	)		(433,492	)		-			-			(433,492	)
Digital currencies for loan repayment		(30	)		(883,622	)		-			-			(883,622	)
Bitcoin remitted to Northern Data(2)		(51	)		(1,204,463	)		-			-			(1,204,463	)
Gain on sale of digital currencies		-			658,023			-			287,513			945,536
Revaluation adjustment(1)		-			10,991			-			-			10,991
Balance, December 31, 2023		19			822,884			-			-			822,884
Bitcoin mined for Digihost		129			6,810,389			-			-			6,810,389
Bitcoin received from colocation services(3)		4			228,935			-			-			228,935
Bitcoin received for electricity sales(3)		12			633,011			-			-			633,011
Digital currencies paid for services		(5	)		(276,051	)		-			-			(276,051	)
Digital currencies traded for cash		(113	)		(5,681,325	)		-			-			(5,681,325	)
Digital currencies for loan repayment		(6	)		(273,360	)		-			-			(273,360	)
Loss on sale of digital currencies		-			398,357			-			-			398,357
Revaluation adjustment(1)		-			247,464			-			-			247,464
Balance, March 31, 2024		40		$	2,910,304			-		$	-		$	2,910,304

⁽¹⁾ Digital assets held are revalued each reporting period based on the fair market value of the price of Bitcoin and Ethereum on the reporting date. As at March 31, 2024, the price of Bitcoin was $71,306 (December 31, 2023 - $42,244) resulting in total revaluation gain of $247,464.

⁽²⁾ During the year ended December 31, 2021, the Company entered into a Miner Lease Agreement and a hosting services agreement with Northern Data, NY LLC, pursuant to which the parties have agreed to split a portion of the mining rewards received and energy costs incurred for the miners put in service pursuant to these agreements. The Miner Lease Agreement was terminated on February 15, 2023.

⁽³⁾ During the year ended December 31, 2023, the Company entered into a Mining Operations Agreement with Northern Data NY, LLC, and Colocation Services Agreements with both Corner Energy Ltd. and Bit Digital USA, Inc. Pursuant to these agreements, the parties have agreed to split a portion of the energy costs and mining rewards received incurred for the power consumed by the miners put in service at the Company’s respective sites pursuant to these agreements. As at March 31, 2024, the Company is owed $244,558 from these parties related to these agreements (December 31, 2023 - $565,680).

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Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

4. Business combination

On February 7, 2023, the Company completed the acquisition of a 60 MW power plant in North Tonawanda, New York for a total consideration of $4,749,666 of which $150,000 was paid in previous years. The transaction was accounted for as a business combination under IFRS 3, Business Combinations. The Company completed this business combination as part of its ongoing infrastructure expansion strategy and increase its available computing power. Operation of the plant will help support the local utility power grid for reliability and the plant will be readily available for residential and commercial consumers during peak periods of demand.

At the date of acquisition, the Company determined the fair value of the net identified net assets as follows:

Total final consideration paid in cash	$	4,749,666
Identified fair value of net assets acquired:
Prepaids and deposits		418,287
Land		530,000
Power plant infrastructure		4,643,800
PPA capacity liability		(213,100	)
Accounts payable		(218,621	)
Loan payable		(410,700	)
	$	4,749,666

5. Amounts receivable and other assets

	As at March 31, 2024			As at December  31, 2023
Deposits	$	2,479,650		$	2,297,314
Prepaid expenses		135,286			115,577
Accounts receivable		368,155			565,680
Other receivable		168,337			-
Interest receivable (note 9)		54,000			48,000
		3,205,428			3,026,571
Long-term deposits and prepaid expenses		(2,479,650	)		(2,159,314	)
	$	725,778		$	867,257

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Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

6. Property, plant and equipment

	Land and buildings		Data miners		Equipment and other			Leasehold improvement		Equipment in construction			Power plant in use		Total
Cost
December 31, 2022	$	3,658,510	$	30,404,111	$	8,223,529		$	1,079,542	$	14,343,701		$	-	$	57,709,393
Additions		827,230		1,491,668		688,868			-		-			-		3,007,766
Disposal		-		-		(499,950	)		-		-			-		(499,950	)
Write-off		-		-		(1,363,941	)		-		-			-		(1,363,941	)
Transfer asset in use		-		-		14,343,701			-		(14,343,701	)		-		-
Acquired in business combination (note 4)		530,000		-		-			-		-			4,643,800		5,173,800
December 31, 2023		5,015,740		31,895,779		21,392,207			1,079,542		-			4,643,800		64,027,068
March 31, 2024	$	5,015,740	$	31,895,779	$	21,392,207		$	1,079,542	$	-		$	4,643,800	$	64,027,068
Accumulated depreciation
December 31, 2022	$	-	$	12,937,550	$	2,664,346		$	296,264	$	-		$	-	$	15,898,160
Depreciation		-		9,825,482		4,483,977			105,318		-			327,447		14,742,224
December 31, 2022		-		22,763,032		7,148,323			401,582		-			327,447		30,640,384
Depreciation		83,831		2,361,459		1,345,030			26,330		-			89,304		3,905,954
December 31, 2023	$	83,831	$	25,124,491	$	8,493,353		$	427,912	$	-		$	416,751	$	34,546,338
Net carrying value
As at December 31, 2023	$	5,015,740	$	9,132,747	$	14,243,884		$	677,960	$	-		$	4,316,353	$	33,386,684
As at March 31, 2024	$	4,931,909	$	6,771,288	$	12,898,854		$	651,630	$	-		$	4,227,049	$	29,480,730

7. Right-of-use assets

	As at March 31, 2024			As at December 31, 2023
Balance, beginning of period	$	2,366,115		$	2,538,447
Depreciation		(43,166	)		(172,332	)
Balance, end of period	$	2,322,949		$	2,366,115

8. Intangible asset

Intangible asset relates to the right-of-use of an electric power facility.

	As at March 31, 2024			As at December 31, 2023
Balance, beginning of period	$	1,184,798		$	1,314,028
Amortization		(32,307	)		(129,230	)
Balance, end of period	$	1,152,491		$	1,184,798

- 10 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

9. Promissory note receivable

In December 2021, the Company entered into an agreement for a Secured Convertible Promissory Note (“Note”) with principal of $800,000. The Note accrues interest at a rate of 6% per annum, with 3% payable in cash every calendar quarter and 3% payable in notes (note 5). The Note is convertible at the Company’s option into Series C Preferred Stock of the issuer. If the Note is not converted into shares by the Company, all unpaid and accrued interest are due on Maturity Date of December 21, 2026. The Notes are secured by the assets of the issuer. As at March 31, 2024, the fair value of the Note was estimated to be $850,685.

	As at March 31, 2024		As at December 31, 2023
Balance, beginning of period	$	850,685	$	806,000
Payments received		-		(6,000	)
Fair value adjustment		-		50,685
Balance, end of period	$	850,685	$	850,685

10. Lease liabilities

The continuity of the lease liabilities are presented in the table below:

	As at March 31, 2024			As at December 31, 2023
Balance, beginning of period	$	447,514		$	547,471
Interest		10,168			46,923
Lease payments		(37,080	)		(146,880	)
Balance, end of period	$	420,602		$	447,514
Current portion	$	118,437		$	110,651
Non-current portion		302,165			336,863
Total lease liabilities	$	420,602		$	447,514

Maturity analysis - contractual undiscounted cash flows      

As at March 31, 2024
Less than one year	$	152,399
One to five years		332,156
Total undiscounted lease obligations	$	484,555

- 11 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

11. Loans payable

	As at March 31, 2024			As at December 31, 2023
Balance, beginning of the period	$	610,340		$	-
New loans(1)		-			691,500
Loan assumed in business acquisition(2)		-			410,700
Repayment of loans		(366,365	)		(1,027,754	)
Interest		14,360			225,373
Fair value adjustment		19,730			310,521
Balance, end of the period		278,065			610,340
Long-term loans payable		-			(356,710	)
	$	278,065		$	253,630

⁽¹⁾ The Company entered into a loan agreement with Doge Capital LLC (“Doge”), a company controlled by the chief executive officer, dated February 6, 2023, whereby Doge lent the Company the equivalent value of 30 Bitcoins, being $691,500 and the Company agreed to repay Doge 36 Bitcoins as full repayment of the loan. The Company shall repay Doge 3 Bitcoins per month for 12 consecutive months with the first payment due on March 1, 2023 and the remaining 11 payments due on the first day of each successive month. As at March 31, 2024, this loan was fully repaid.

⁽²⁾ Upon the closing of the Power Plant transaction (note 4), the Company assumed loan agreement with Niagara Mohawk Power Corporation dated September 1, 2020. The Company is required to make minimum payments of $2,500 per month, with the outstanding balance of $nil. As the outstanding principal balance has not paid in full as of September 6, 2023, interest shall accrue on the outstanding balance as of that date and each subsequent month thereafter at the rate for overdue payments described as in National Grid’s Electricity Tariff for Service Classification No 6.

12. Mortgage payable

In June 2022, the Company’s incremental borrowing rate applied was estimated to be 7% per annum. The mortgage does not bear interest, is repayable by monthly instalments of $44,500 and matures in September 2024. The mortgage is secured by the powerplant in progress with a net book value of $2,651,500.

	As at March 31, 2024			As at December 31, 2023
Balance, beginning of period	$	389,064		$	877,127
Interest		6,068			45,937
Payments		(133,500	)		(534,000	)
Balance, end of period	$	261,632		$	389,064
Current portion	$	261,632		$	389,064
Non-current portion		-			-
Total mortgage payable	$	261,632		$	389,064

- 12 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

12. Mortgage payable (continued)

Maturity analysis - contractual undiscounted cash flows

As at March 31, 2024
Less than one year	$	267,000
Total undiscounted mortgage obligations	$	267,000

13. Warrant liabilities

Due to the characteristics of certain warrants, the fixed-for-fixed condition is not met. Therefore the Company records these warrants as financial liabilities measured at fair value upon initial recognition. At each subsequent reporting date, the warrants are re-measured at fair value and the change in fair value is recognized through profit or loss. Upon warrant exercise, the fair value previously recognized in warrant liabilities is transferred from warrant liabilities to share capital.

The following table summarizes the changes in the warrant liabilities for the Company’s warrants for the period ending March 31, 2024 and December 31, 2023:

	Number of warrants			Amount
Balance, December 31, 2022		9,098,514		$	821,697
Revaluation of warrant liabilities		-			4,522,523
Foreign currency translation		-			112,529
Balance, December 31, 2023		9,098,514			5,456,749
Warrants expired		(1,872,659	)		-
Revaluation of warrant liabilities		-			(4,057,770	)
Foreign currency translation		-			(112,027	)
Balance, March 31, 2024		7,225,855		$	1,286,952

The fair value of the Company’s warrants has been determined using the Black-Scholes pricing model and the following weighted average assumptions:

	As at March 31, 2024			As at December 31, 2023
Spot price (in CAD$)	$	1.91		$	3.06
Risk-free interest rate		4.20	%		3.91	%
Expected annual volatility		92	%		123	%
Expected life (years)		0.96			1.00
Dividend		nil			nil

- 13 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

13. Warrant liabilities (continued)

The following table reflects the Company’s warrants outstanding and exercisable as at March 31, 2024.

Expiry date	Warrants outstanding and exercisable		Weighted average exercise price (CAD$)
June 18, 2024		2,083,334		5.97
April 9, 2025		2,112,773		7.11
September 9, 2025		3,029,748		6.25
		7,225,855		6.42

The following table reflects the Company’s warrants outstanding and exercisable as at December 31, 2023:

Expiry date	Warrants outstanding and exercisable		Weighted average exercise price (CAD$)
March 16, 2024		1,872,659		9.42
June 18, 2024		2,083,334		5.97
April 9, 2025		2,112,773		7.11
September 9, 2025		3,029,748		6.25
		9,098,514		7.04

14. Share capital

a) Authorized share capital

Unlimited subordinate voting shares without par value and conferring 1 vote per share.

Unlimited proportionate voting shares without par value, conferring 200 votes per share, convertible at the holder’s option into subordinate voting shares on a basis of 200 subordinate voting shares for 1 proportionate voting shares.

b) Subordinate voting shares and proportionate voting shares issued

Three months ended March 31, 2024

(i) During the three months ended March 31, 2024, the Company issued 3,600 subordinate voting shares at an average share price of $1.5158 for a total aggregate of $5,457 pursuant to the at-the-market equity program.

Three months ended March 31, 2023

(ii) During the three months ended March 31, 2023, the Company issued 233,466 subordinate voting shares at an average share price of $1.5654 for a total aggregate of $365,462 pursuant to the at-the-market equity program.

- 14 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

15. Warrants

	Number of Warrants			Weighted Average Exercise Price (CAD$)
Balance, December 31, 2022 and March 31, 2023		1,025,816			7.81
Balance, December 31, 2023		1,025,816			7.81
Expired		(249,688	)		10.01
Balance, March 31, 2024		776,128			7.11

The following table reflects the warrants issued and outstanding as of March 31, 2024: 

Number of				Weighted Average
Warrants Outstanding		Exercise Price (CAD$)		Contractual Life (years)		Expiry Date
	222,222		6.75		0.47	June 18, 2024(1)
	311,526		8.025		1.27	April 9, 2025(1)
	242,380		6.25		1.69	September 9, 2025(1)
	776,128		7.11		0.92

The following table reflects the warrants issued and outstanding as of December 31, 2023:

Number of Warrants Outstanding		Exercise Price (CAD$)		Weighted Average Contractual Life (years)		Expiry Date
	249,688		10.01		1.21	March 16, 2024(1)
	222,222		6.75		1.47	June 18, 2024(1)
	311,526		8.025		2.27	April 9, 2025(1)
	242,380		6.25		2.69	September 9, 2025(1)
	1,025,816		7.81		0.94

⁽¹⁾ Broker warrants.

- 15 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

16. Stock options and restricted share units

(a) Stock options

The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.

The following table reflects the continuity of stock options for the periods presented below:

	Number of Stock Options		Weighted Average Exercise Price (CAD$)
Balance, December 31, 2022 and March 31, 2023		1,191,834		5.11
Balance, December 31, 2023 and March 31, 2024		692,170		5.09

The following table reflects the stock options issued and outstanding as of March 31, 2024:

Expiry Date	Exercise Price (CAD$)		Weighted Average Remaining Contractual Life (years)		Number of Options Outstanding		Number of Options Vested (exercisable)		Number of Options Unvested
February 14, 2025		2.88		0.88		258,334		258,334		-
January 5, 2026		3.75		1.77		183,498		183,498		-
February 24, 2026		13.92		1.90		50,000		50,000		-
March 25, 2026		7.47		1.98		116,668		116,668		-
May 17, 2026		7.35		2.13		55,001		55,001		-
June 22, 2026		4.20		2.23		28,669		28,669		-
		5.09		1.53		692,170		692,170		-

The following table reflects the stock options issued and outstanding as of December 31, 2023:

Expiry Date	Exercise Price (CAD$)		Weighted Average Remaining Contractual Life (years)		Number of Options Outstanding		Number of Options Vested (exercisable)		Number of Options Unvested
February 14, 2025		2.88		1.13		258,334		258,334		-
January 5, 2026		3.75		2.02		183,498		183,498		-
February 24, 2026		13.92		2.15		50,000		50,000		-
March 25, 2026		7.47		2.23		116,668		116,668		-
May 17, 2026		7.35		2.38		55,001		55,001		-
June 22, 2026		4.20		2.48		28,669		28,669		-
		5.09		1.78		692,170		692,170		-

- 16 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

16. Stock options and restricted share units (continued)

(b) Restricted share units

The Company has an RSU plan whereby the there is a fixed cap of shares that can be granted under the plan. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.

The following table reflects the continuity of RSUs for the periods ended March 31, 2024 and December 31, 2023:

	Number of  RSUs
Balance, December 31, 2022		1,439,250
Granted (i)		77,232
Converted		(479,582	)
Balance, March 31, 2023		1,036,900
Balance, December 31, 2023		1,036,900
Granted (ii)		1,086,000
Cancelled		(103,333	)
Converted		(451,409	)
Balance, March 31, 2024		1,568,158

(i) During the three months ended March 31, 2023, the Company granted 77,232 RSUs to advisors. These RSUs vest one year from the date of grant. The grant date fair value of the RSUs was $120,386.

(ii) During the three months ended March 31, 2024, the Company granted 1,086,000 RSUs officers, directors, employees and advisors. These RSUs vest third on each of the first, second and third anniversaries of the date of grant. The grant date fair value of the RSUs was $2,275,613.

For the three months ended March 31, 2024, the Company recorded share based compensation for these RSU’s of $246,261, (three months ended March 31, 2023 - $401,496).

17. Income (loss) per share

	Three Months Ended March 31,
	2024		2023
Net income (loss) for the period	$	4,844,148	$	(9,093,039	)
Net income (loss) per share - basic and diluted	$	0.17	$	(0.32	)
Weighted average number of shares outstanding - basic and diluted		29,245,155		28,315,111

(i) Diluted income per share does not include the effect of warrants and stock options as they are anti-dilutive.

- 17 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

18. Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.

Remuneration of key management personnel of the Company was as follows:

	Three Months Ended March 31,
	2024		2023
Professional fees (1)	$	27,692	$	75,330
Salaries (1)		219,180		211,900
Share based compensation(2)		241,808		371,742
	$	488,680	$	658,972

⁽¹⁾ Represents the professional fees and salaries paid to officers and directors.

⁽²⁾ Represents the share based compensation for officers and directors.

19. Additional information on the nature of comprehensive income (loss) components

	Three Months Ended March 31,
	2024			2023
Expenses for employee benefits
Operating and maintenance costs	$	166,547		$	183,517
Professional fees		27,692			75,330
Salaries		219,180			-
Share based compensation		246,261			401,496
	$	659,680		$	660,343
Net financial expenses
Interest on loans	$	-		$	132,300
Interest from promissory note receivable		(6,000	)		-
Interest on lease liabilities		16,236			27,108
	$	10,236		$	159,408

- 18 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

20. Cash flow supplemental information

	Three Months Ended March 31,
	2024			2023
Digital currencies items
Digital currencies mined	$	(6,810,389	)	$	(3,809,066	)
Bitcoin received from colocation services		(228,935	)		-
Bitcoin received for electricity sales		(633,011	)		-
Miner lease and hosting		-			625,261
Services paid in digital currencies		276,051			212,766
Loss (gain) on sale of digital currencies		(398,357	)		(873,271	)
Digital currencies for loan repayment		273,360			66,906
Digital currencies traded for cash		5,681,325			5,894,323
Loss (gain) on revaluation of digital currencies		(247,464	)		(10,443	)
	$	(2,087,420	)	$	2,106,476
Working capital items
Amounts receivable and prepaid expenses	$	(172,857	)	$	(656,725	)
Accounts payable and accrued liabilities		(463,548	)		713,233
Income tax receivable		168,337			76,062
Deposit payable		369,133			-
	$	(98,935	)	$	132,570

21. Segmented reporting

The Company has three operating segments being cryptocurrency mining, sales of energy and colocation services located in the United States.

Three Months Ended March 31, 2024	Cryptocurrency mining			Sales of energy			Colocation services			Total
Revenue	$	4,880,563		$	6,650,825		$	1,426,931		$	12,958,319
Cost of revenue		(3,428,616	)		(4,225,676	)		(1,345,590	)		(8,999,882	)
Depreciation and amortization		(3,623,804	)		(327,447	)		-			(3,951,251	)
Gross profit (loss)		(2,078,768	)		1,756,275			329,679			7,186
Net profit (loss)		2,632,167			1,882,302			329,679			4,844,148

Three Months Ended March 31, 2023	Cryptocurrency mining			Sales of energy			Colocation services		Total
Revenue	$	3,809,066		$	295,281		$	-	$	4,104,347
Cost of revenue		(2,233,246	)		(269,962	)		-		(2,503,208	)
Depreciation and amortization		(3,222,680	)		-			-		(3,222,680	)
Miner lease and hosting agreement		(638,689	)		-			-		(638,689	)
Gross profit		(2,443,747	)		-			-		(2,443,747	)
Net income		(9,093,039	)		-			-		(9,093,039	)

- 19 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

21. Segmented reporting (continued)

The operations of the Company are located in two geographic locations, Canada and the United States. Geographic segmentation is as follows:

As at March 31, 2024	Canada		United States		Total
Current assets	$	-	$	4,949,747	$	4,949,747
Non-current assets		-		36,286,505		36,286,505
Total assets	$	-	$	41,236,252	$	41,236,252

As at December 31, 2023	Canada		United States		Total
Current assets	$	30,078	$	2,169,673	$	2,199,751
Non-current assets		-		39,947,596		39,947,596
Total assets	$	30,078	$	42,117,269	$	42,147,347

22. Capital management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital, reserves and loans payable. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2023.

23. Financial instruments and risk management

Fair value

The fair value of the Company’s financial instruments, including cash, amounts receivable and accounts payable and accrued liabilities approximates their carrying value due to their short-term nature. Mortgage payable and deposit payable are due to arm’s length third parties, the fair values of these payables are measured using relevant market input (Level 3). The fair values of mortgage payable and deposit payable was calculated using actualized cash flows using market rates in effect at the balance sheet date. Reasonable changes to key assumptions would not have a significant impact. Promissory note receivable is due from an arm’s length third party, the fair value of this note is measured using relevant market input (Level 3). Digital currencies, amount owing to Northern Data and loan payable are measured at fair value using the quoted price on Gemini Exchange (Level 2). Warrant liabilities are measured at fair value using the Black-Scholes pricing model (Level 2) (see note 13).

Risks

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash, amounts receivable and promissory note receivable. The cash is deposited in a bank account held with one major bank in the United States so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company believes no impairment is necessary in respect of amounts receivable, deposits and promissory note receivable as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.

- 20 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

23. Financial instruments and risk management (continued)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by maintaining cash balances to ensure that it is able to meet its short term and long-term obligations as and when they fall due. The Company manages cash projections and regularly updates projections for changes in business and fluctuations cause in digital currency prices and exchange rates.

The following table summarizes the expected maturity of the Company’s significant financial liabilities and other liabilities based on the remaining period from the balance sheet date to the contractual maturity date:

	Payments by period
As at March 31, 2024	Less than 1 year		1-3 years		4-5 years		More than 5 years		Total		Carrying Value
Accounts payable and accrued liabilities	$	4,047,209	$	-	$	-	$	-	$	4,047,209	$	4,047,209
Amount owing to Northern Data		50,255		-		-		-		50,255		50,255
Deposit payable		-		1,855,317		-		-		1,855,317		1,855,317
Lease liabilities		151,286		316,325		54,024		-		521,635		420,602
Mortgage payable		267,000		-		-		-		267,000		261,632
Loan payable		278,065		-		-		-		278,065		278,065
	$	4,793,815	$	2,171,642	$	54,024	$	-	$	7,019,481	$	6,913,080

 

	Payments by period
As at December 31, 2023	Less than 1 year		1-3 years		4-5 years		More than 5 years		Total		Carrying Value
Accounts payable and accrued liabilities	$	4,510,757	$	-	$	-	$	-	$	4,510,757	$	4,510,757
Deposit payable		-		1,486,184		-		-		1,486,184		1,486,184
Lease liabilities		151,286		316,325		54,024		-		521,635		447,514
Mortgage payable		400,500		-		-		-		400,500		389,064
Loan payable·		253,630		356,710		-		-		610,340		610,340
	$	5,316,173	$	2,159,219	$	54,024	$	-	$	7,529,416	$	7,443,859

Foreign currency risk

Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Company incurs in its operations.

As the Company operates in an international environment, some of the Company’s financial instruments and transactions are denominated in currencies other than an entity’s functional currency. The fluctuation of the Canadian dollar in relation to the US dollar will consequently impact the profitability of the Company and may also affect the value of the Company’s assets and liabilities and the amount of shareholders’ equity. As at March 31, 2024 and December 31, 2023, the foreign currency risk was considered minimal.

- 21 -

Digihost Technology Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2024

(Expressed in United States Dollars) (Unaudited)

23. Financial instruments and risk management (continued)

Digital currency risk

Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of digital currencies; in addition, the Company may not be able liquidate its holdings of digital currencies at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The Company has not hedged the conversion of any of its sales of digital currencies.

Digital currencies have a limited history and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company’s digital currencies currently consist of Bitcoin.

At March 31, 2024, had the market price of the Company’s holdings of Bitcoin increased or decreased by 10% with all other variables held constant, the corresponding asset value increase or decrease respectively would amount to $291,030 (December 31, 2023 - $82,288).

- 22 -