Ionic Digital is a digital infrastructure solutions and cryptocurrency mining company. We began as a pure-play cryptocurrency mining company when we were formed in January 2024 to acquire all of the cryptocurrency mining assets of Celsius Mining. From our inception, our core objective has been to monetize our portfolio of powered digital infrastructure assets. Historically, we have monetized these assets by efficiently mining bitcoin. More recently, we have sought to achieve this objective by primarily leasing our digital infrastructure assets to hyperscalers, enterprise customers and other businesses for high-performance computing (“HPC”) and artificial intelligence (“AI”) cloud infrastructure. In October 2025, we announced our inaugural participation in the HPC/AI sector with a 126-month “triple net” lease with Nscale Ward County LLC (together, with its affiliates, “Nscale”), a global hyperscaler engineered for sovereign-grade AI infrastructure at our Ward County property in West Texas. Under the lease we committed to providing Nscale with the full amount of the 234 megawatts (“MW”) of current energy capacity at our Ward County property. We received our first payment under the lease in November 2025, and monthly fixed lease payments will commence in August 2026. Payments under the lease represent total contracted revenues of approximately $1.95 billion. In February 2026, we amended the lease, which contractually obligates Nscale to lease an additional 89 MW of capacity, when such capacity becomes available, at the same price per MW as the current 234 MW. In addition, Nscale will receive the tax advantages associated with our qualified data center status. We refer to the lease, as amended, as the “Nscale Agreement.” We expect the Ward County property to energize the additional 89 MW by the second half of 2027. We cannot guarantee that the power generation at our Ward County property will be expanded as currently contemplated and there is no penalty under the Nscale Agreement if we are unable to provide Nscale with the additional 89 MW of capacity. The expanded power capacity under the Nscale Agreement is subject to regulatory approval. At the current capacity of 234 MW and the increased capacity of 89 MW, our capital expenditures are currently expected to be approximately $40 million during 2026 and the first half of 2027, which we plan to fund with cash on hand as well as with sales of our bitcoin held in treasury, as needed. Assuming we are able to secure the additional 89 MW by the second half of 2027, we currently anticipate that the total contracted revenues under the Nscale Agreement would increase to approximately $2.6 billion. In addition, we are seeking to expand the energy capacity at the Ward County property to 700 MW, which we believe would advance the monetization of our owned powered digital infrastructure assets. We have begun making investments in the Ward County property to support the increased power capacity, including beginning to develop the remaining 86 acres of the property to provide the infrastructure for our effort to support up to approximately 700 MW of total capacity at Ward County. At the fully expanded capacity of 700 MW, our total capital expenditures are expected to be approximately $64 million incurred primarily during the last half of 2026 and the first half of 2027. We plan to fund these capital expenditures with cash on hand as well as with sales of our bitcoin held in treasury, as needed. We have granted Nscale a right of first refusal on additional energy capacity at the Ward County property, and we may also provide the expanded energy capacity to other AI, enterprise, or cloud infrastructure companies, or use the expanded energy capacity for our own cryptocurrency mining operations. Entry into the Nscale Agreement is the culmination of a process we began in early 2025 to identify a strong counterparty and develop an attractive contract structure to better monetize our Ward County site. We believe our agreement with Nscale represents a transformative transaction that significantly increases the value of our company. Although we began as a pure-play bitcoin mining operator, we have successfully demonstrated our ability to convert and optimize our infrastructure, including transitioning our Ward County property for use as an HPC/AI data center. This transaction accelerates our strategy to build a diversified digital infrastructure solutions platform, with the flexibility to monetize our sites across data centers and other digital infrastructure applications as market conditions evolve. Our strong balance sheet also gives us the ability to better monetize sites currently mining bitcoin, expand into other markets, and develop additional powered shell data centers. The combination of an existing cryptocurrency mining business, and the Nscale Agreement, provides us with a steady income stream that includes predictable, high-margin cash flows. We believe that those strengths, together with a strong balance sheet, should position us well as an emerging innovator at the intersection of energy, bitcoin mining, and advanced computing infrastructure. With five facilities in Texas, three of which we own (including the Ward County property) and two of which we lease, as well as a strong balance sheet, we believe we are well-positioned to execute on our long-term strategy of monetizing powered digital infrastructure assets across data centers, bitcoin mining, and other energy-intensive applications. The following table provides an overview of our energy and miner capacity at our owned and leased sites as of March 31, 2026: Energy Estimated Consumption Miner Capacity Rack Space Facility (Location)(1) (MW) Capacity Ward County Ward County, Texas(2)(3) 234 MW N/A Midland East Stiles (Reagan County, Texas)(2) 30 MW 10,080 Garden City (Glasscock County, Texas)(2) 12 MW 3,600 Rebel (Glasscock County, Texas)(4) 50 MW 7,920 Stiles (Reagan County, Texas)(4) 20 MW 6,480 (1) We own all miners, equipment, and improvements at all Ionic Digital-operated sites. (2) We own the land at our Ward County, East Stiles, and Garden City sites. (3) In accordance with the terms of the Nscale Agreement, we have decommissioned all mining assets at the Ward County site as of December 19, 2025. (4) We retain long-term leases of the land at our Rebel and Stiles sites. We were incorporated on January 5, 2024 as a Delaware corporation. Ionic Digital Inc. is located in Washington, District of Columbia.
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