Bitzero Announces US$25 Million Private Placement

Rhea-AI Summary

Bitzero Holdings (NASDAQ/CSE: AIBZ) has entered into a securities purchase agreement with certain institutional investors for a private placement of approximately US$25 million in aggregate gross proceeds. The financing comprises 5,828,342 special warrants priced at US$4.25 per special warrant.

Each special warrant will automatically convert, for no additional consideration, into one common share and one five-year common share purchase warrant, with each warrant exercisable at US$5.00 per share. Automatic exercise will occur after a qualifying Canadian prospectus is effective or four months and one day after closing. Bitzero plans to use net proceeds to repay certain debt, fund product and service development, pursue potential acquisitions, and for working capital and general corporate purposes. Clear Street LLC is acting as exclusive placement agent, and Bitzero will grant registration rights for resale of the underlying shares in the United States.

Positive

• US$25 million gross proceeds from institutional private placement
• Funding terms set at US$4.25 per special warrant with US$5.00 warrant exercise price
• Use of proceeds includes repayment of certain debt and growth initiatives
• Five-year warrants provide potential additional equity capital at US$5.00 per share

Negative

• Issuance of 5,828,342 special warrants implies potential dilution through new shares and warrants
• Registration rights agreement adds future resale overhang for common shares issuable from special warrants and warrants

News Explained

Bitzero has announced an agreement, not a completed financing: if the offering closes, each special warrant would produce one common share and one immediately exercisable five-year warrant, increasing potential shares and reducing existing holders’ percentage ownership absent offsetting changes.

Market Reaction – AIBZ

-1.80% $4.91

15m delay

-1.80% Vs previous close

+3.5% Peak in 24 min

$4.91 Last Price

$4.85 $5.38 Day Range

$282.40M Market Cap

0.3x Rel. Volume

Following this news, AIBZ has declined 1.80%, reflecting a mild negative market reaction. Argus tracked a peak move of +3.5% during the session. Our momentum scanner has triggered 8 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $4.91.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

Bitzero's June 23 land announcement was followed by a 0.9% 24-hour gain, adding a historical compara...

Analysis

Bitzero's June 23 land announcement was followed by a 0.9% 24-hour gain, adding a historical comparator. Low short positioning limited one potential volatility factor, while warrant exercise and registration terms remained watch items.

Key Figures

Gross Proceeds: US$25 million Special Warrants: 5,828,342 special warrants Placement Price: US$4.25 per Special Warrant +3 more

6 metrics

Gross Proceeds US$25 million Private placement aggregate gross proceeds

Special Warrants 5,828,342 special warrants Private placement securities issued

Placement Price US$4.25 per Special Warrant Private placement

Automatic Exercise Timing four months and one day Alternative deadline after offering closing

Warrant Exercise Price US$5.00 per Common Share Warrant exercise terms

Warrant Term five years Period from warrant issuance

Historical Context

2 past events · Latest: Jun 23 (Positive)

Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 23	Finland site agreement	Positive	+0.9%	Land reservation expanded Bitzero's Nordic data center development portfolio.
Jun 15	Nasdaq trading update	Positive	+21.6%	Company outlined planned AI and HPC 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

Both selected prior company announcements were followed by positive 24-hour price reactions, indicating alignment between announcement sentiment and observed market response.

Key Terms

private placement, special warrant, registration rights agreement, section 4(a)(2), +1 more

5 terms

private placement financial

"announced that it has entered into a securities purchase agreement"

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

"enter 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.

section 4(a)(2) regulatory

"under Section 4(a)(2) of the U.S. Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

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 29, 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 that it has entered into a securities purchase agreement with certain institutional investors in respect of a private placement 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.

The Offering will be completed through a 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. 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 is acting as the exclusive placement agent in connection with the Offering.

In connection with the Offering, the Company has agreed to enter into a registration rights agreement with the investors pursuant to which the Company will agree 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 are being 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 completion, size and timing of the Offering; the satisfaction of the conditions to the conversion of the Special Warrants; the anticipated closing date of the Offering and the satisfaction of customary closing conditions; 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 the conditions to closing of the Offering will be satisfied or waived on a timely basis; 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 Offering may not close on the anticipated timeline or at all; 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/307097

FAQ

What are the key terms of Bitzero Holdings (AIBZ) US$25 million private placement announced on July 29, 2026?

Bitzero agreed to a private placement of approximately US$25 million with institutional investors. According to Bitzero, it will issue 5,828,342 special warrants at US$4.25 each, with each special warrant converting into one share and one warrant.

How many shares and warrants will Bitzero Holdings (AIBZ) issue in this private placement?

Bitzero will issue 5,828,342 special warrants, each convertible into one common share and one warrant. According to Bitzero, each warrant allows purchase of one common share, creating potential issuance of an equal number of additional shares upon exercise.

What are the exercise price and term of the warrants in the Bitzero (AIBZ) July 2026 financing?

Each warrant will be exercisable at US$5.00 per common share for five years. According to Bitzero, the warrants become exercisable immediately upon issuance of the special warrants and expire five years from that issuance date.

How will Bitzero Holdings (AIBZ) use the proceeds from its US$25 million private placement?

Bitzero plans to use net proceeds to repay certain outstanding debt and support growth. According to Bitzero, funds will also go to product and service development, potential future acquisitions, working capital, and general corporate purposes.

When will Bitzero (AIBZ) special warrants automatically convert into common shares and warrants?

The special warrants will automatically exercise for no additional consideration on the earlier of two dates. According to Bitzero, this is after a qualifying Canadian prospectus becomes effective or four months and one day after closing.

Is the Bitzero Holdings (AIBZ) July 2026 private placement registered with the SEC?

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

What registration rights are investors receiving in the Bitzero Holdings (AIBZ) private placement?

Bitzero will enter a registration rights agreement to file a resale registration statement. According to Bitzero, this will cover common shares from deemed exercise of special warrants and from exercise of the warrants, facilitating potential public resales.