Bitzero Announces Closing of US$25 Million Private Placement

Rhea-AI Summary

Bitzero (NASDAQ: AIBZ) closed a private placement of 5,828,342 special warrants at US$4.25 each, raising approximately US$25 million in gross proceeds. Each special warrant will automatically convert, for no additional consideration, into one common share and one five-year warrant exercisable at US$5.00 per share.

According to Bitzero, net proceeds will be used to repay certain indebtedness, fund product and service development, support potential acquisitions, and for working capital and general corporate purposes. Clear Street LLC acted as exclusive placement agent, and the company agreed to file a registration statement covering resale of the underlying common shares.

Positive

• US$25 million gross proceeds raised via private placement
• Potential future proceeds from warrants exercisable at US$5.00 for five years
• Planned use of funds includes debt repayment and product development
• Registration rights agreement supports future resale liquidity for investors

Negative

• Issuance of 5,828,342 new common shares upon special warrant exercise dilutes existing shareholders
• Additional dilution possible from warrants exercisable into further common shares
• Securities sold in a private placement and are restricted under U.S. securities laws

News Explained

The closed financing will dilute existing holders on conversion, with further dilution possible from five-year warrant exercises.

Bitzero has closed the private placement; once the special warrants convert, each adds one common share, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

Conversion occurs on the earlier of the company filing the required prospectus supplement or final prospectus, and four months and one day after closing.

Each attached warrant is exercisable immediately upon issuance for one additional common share at US$5.00 for five years, leaving further share issuance conditional on warrant exercise.

Market Context

Bitzero's Nasdaq debut update was followed by a 21.6% 24-hour gain, providing a positive historical ...

Analysis

Bitzero's Nasdaq debut update was followed by a 21.6% 24-hour gain, providing a positive historical comparison. The current financing adds capital but also warrant-linked dilution; registration rights and the company's low short positioning warrant attention.

Key Figures

Special warrants: 5,828,342 special warrants Issue price: US$4.25 per Special Warrant Gross proceeds: US$25 million +4 more

7 metrics

Special warrants 5,828,342 special warrants Private placement closing

Issue price US$4.25 per Special Warrant Private placement

Gross proceeds US$25 million Private placement

Automatic exercise 1 common share and 1 warrant Per Special Warrant

Warrant exercise price US$5.00 per Common Share Warrant terms

Warrant term Five years From issuance of the Special Warrants

Automatic exercise timing Four months and one day After closing if earlier prospectus conditions are not met

Historical Context

2 past events · Latest: Jun 23 (Positive)

Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 23	Land reservation	Positive	+0.9%	Finland land reservation expanded the Nordic development portfolio and advanced planned data center capacity.
Jun 15	Nasdaq trading debut	Positive	+21.6%	Nasdaq debut update highlighted planned AI and HPC infrastructure capacity across Nordic markets.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent positive operational announcements were followed by positive 24-hour price reactions, including 21.6% after the Nasdaq debut update.

Key Terms

private placement, special warrant, registration rights agreement, prospectus supplement, +1 more

5 terms

private placement financial

"announced the closing of its previously announced private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

special warrant financial

"5,828,342 special warrants of the Company"

A special warrant is a conditional security that promises future equity or the right to buy shares once a specified event or regulatory approval occurs. Think of it as a ticket that only converts into actual stock or stock options when a trigger happens; until then it carries no voting power or ordinary shareholder rights. Investors care because conversion changes the number of shares outstanding and can dilute ownership, affect control and alter potential returns.

registration rights agreement regulatory

"entered into a registration rights agreement with the investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

prospectus supplement regulatory

"after the Company files a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

rule 506(b) regulatory

"and Rule 506(b) of Regulation D"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - July 30, 2026) - Bitzero Holdings Inc. (NASDAQ: AIBZ) (CSE: AIBZ.U) (FSE: 000) ("Bitzero" or the "Company"), a provider of sustainable high-performance compute ("HPC") and AI data center infrastructure, today announced the closing of its previously announced private placement of 5,828,342 special warrants of the Company (each, a "Special Warrant") at a price of US$4.25 per Special Warrant for aggregate gross proceeds of approximately US$25 million (the "Offering"). The Company intends to use the net proceeds from the Offering for the repayment of certain outstanding indebtedness, continued development of its product and service offerings, potential future acquisitions, working capital and general corporate purposes.

Each Special Warrant will be automatically exercised, for no additional consideration, into one common share of the Company (each, a "Common Share") and one common share purchase warrant (each whole warrant, a "Warrant") on the earlier of: (i) the first business day after the Company files a prospectus supplement, or obtains a receipt from the applicable securities regulatory authorities in Canada for a final prospectus, qualifying the distribution of the Common Shares and Warrants issuable upon exercise of the Special Warrants; and (ii) the date that is four months and one day after the closing of the Offering. Each Warrant will be exercisable immediately upon issuance and will entitle the holder to purchase one Common Share at an exercise price of US$5.00 per Common Share for a period of five years from the date of issuance of the Special Warrants.

Clear Street LLC acted as the exclusive placement agent in connection with the Offering. Greenberg Traurig, LLP and Garfinkle Biderman LLP acted as legal counsel to the Company. Troutman Pepper Locke LLP and Miller Thomson LLP acted as legal counsel to Clear Street LLC.

In connection with the closing of the Offering, the Company entered into a registration rights agreement with the investors pursuant to which the Company agreed to file a registration statement with the Commission providing for the resale of the Common Shares issuable upon the deemed exercise of the Special Warrants and the Common Shares issuable upon exercise of the Warrants.

The securities described above were offered in a private placement under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the "Act"), and Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (the "Commission") or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities being offered in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Bitzero Holdings Inc.

Bitzero Holdings Inc. is a provider of IT energy infrastructure and high-efficiency power for data centers. The Company focuses on data center development, high-performance compute, and strategic data center hosting partnerships. Bitzero Holdings Inc. owns four data center locations in the North American and Nordic regions, with its Nordic assets powered by clean, low-carbon energy sources. Visit www.bitzero.com for more information.

Bitzero Contact
Mohammed Bakhashwain
+44 777 303 0394
investors@bitzero.com

Bitzero Investor Relations Contact
Victoria Rutherford
480-625-5772
Victoria@adcap.ca

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may or could occur in the future are forward-looking information. Forward-looking information in this news release includes, among other things, statements regarding: the satisfaction of the conditions to the conversion of the Special Warrants; the receipt of all necessary regulatory and stock exchange approvals; the expected proceeds of the Offering and the intended use thereof; any exercise of the Warrants; the registration rights to be granted to investors and the filing and effectiveness of any resale registration statement; and the Company's broader strategy of building Bitzero into a sustainable HPC and data center infrastructure platform.

Forward-looking information is based on management's current expectations and assumptions, including, among others: that all necessary regulatory and stock exchange approvals will be obtained; that the conditions to the conversion of the Special Warrants will be satisfied; that the Company will apply the net proceeds of the Offering as currently intended; that any resale registration statement will be filed and declared effective within the time periods contemplated by the registration rights agreement; and that there will be no material adverse change in market, regulatory, environmental, geopolitical or operating conditions.

Forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking information, including: the risk that the conditions to conversion of the Special Warrants may not be satisfied; risks relating to the failure to obtain necessary regulatory or stock exchange approvals; the risk that the net proceeds of the Offering may be used for purposes other than those currently intended; risks relating to the filing and effectiveness of any resale registration statement; market and volatility risks affecting the trading price of the Common Shares and the exercise of the Warrants; financing risk; foreign exchange risk; and the additional risk factors described in the Company's annual information form and management's discussion and analysis available on SEDAR+ at www.sedarplus.ca and in the Company's filings with the Commission available on EDGAR at www.sec.gov.

Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/307302

FAQ

What did Bitzero (NASDAQ: AIBZ) announce about its US$25 million private placement?

Bitzero announced it closed a private placement of 5,828,342 special warrants for gross proceeds of about US$25 million. According to Bitzero, each special warrant converts into one common share and one five-year warrant, supporting funding for debt repayment, development, and corporate purposes.

What are the key terms of Bitzero’s special warrants and warrants in the AIBZ financing?

Each Bitzero special warrant converts into one common share and one warrant, for no additional consideration. According to Bitzero, each warrant is exercisable immediately at US$5.00 per share for five years from issuance of the special warrants, potentially adding future capital.

How will Bitzero use the US$25 million proceeds from the AIBZ private placement?

Bitzero plans to use net proceeds to repay certain outstanding indebtedness and fund product and service development. According to Bitzero, additional uses include potential future acquisitions, working capital, and general corporate purposes, supporting its data center and high-performance compute strategy.

Will Bitzero’s AIBZ private placement dilute existing shareholders?

Yes, the private placement will increase Bitzero’s share count when special warrants convert into common shares. According to Bitzero, each special warrant converts into one common share plus a warrant, and additional dilution may occur if investors exercise the five-year warrants.

What is the exercise price and duration of Bitzero’s AIBZ warrants from this financing?

The Bitzero warrants have an exercise price of US$5.00 per common share and are exercisable immediately. According to Bitzero, they remain exercisable for five years from the date of issuance of the special warrants, potentially providing additional equity funding.

Are the Bitzero (AIBZ) private placement securities registered with the SEC?

The securities were issued under Section 4(a)(2) and Rule 506(b) and are not registered under the Securities Act. According to Bitzero, they cannot be offered or sold in the United States without registration or an applicable exemption from SEC and state requirements.

What registration rights did Bitzero grant investors in the AIBZ private placement?

Bitzero entered a registration rights agreement to file a registration statement for resale of underlying common shares. According to Bitzero, this covers common shares from deemed exercise of special warrants and shares issuable upon warrant exercise, supporting secondary market liquidity.