DMG Blockchain Solutions Inc. ($DMGI)

Ladies and gentlemen, thank you for standing by. Good afternoon, and welcome to the DMG Blockchain Solutions Q2 2026 Update Conference Call. Participants of this call are advised that the audio of this conference call is being broadcast live over the internet and is also being recorded for playback purposes. A webcast replay of the call will be available on the company's website. Joining us today from DMG Blockchain Solutions is Sheldon Bennett, the company's Chief Executive Officer; and Steven Eliscu, Chief Operating Officer. During this call, management will be making forward-looking statements, including statements that address DMG Blockchain Solutions' expectations for future performance or operational results. Forward-looking statements involve risks and other factors that may cause actual results to differ materially from those statements. For more information about these risks, please refer to the risk factors described in DMG Blockchain Solutions' most recently filed periodic reports and the company's recent press releases, particularly the cautionary statements within them. The content of this call contains time-sensitive information that is accurate only as of today, May 27, 2026. Except as required by law, DMG Blockchain Solutions disclaims any obligation to publicly update or revise any information to reflect events or circumstances that occur after this call. It is now my pleasure to turn the call over to Sheldon and Steven. Sheldon?

Thank you, Adrian. Good afternoon, and thanks to everyone who's joined the call today. My name is Sheldon Bennett, and I'm the CEO and Founder of DMG Blockchain Solutions. With a similar format as recent quarters, first I will provide an overview of the company's strategy and accomplishments. I will then pass the call to Steven, who will review the company's performance. We will structure the call to focus on the 2 strategic pillars we presented in recent quarters, the acceleration of our Core business, namely data center operations to AI infrastructure and the progress in our Core+ operations, namely our digital asset financial services. We will end the call with our Q&A session based on questions submitted to us prior to the call as well as from those using Zoom chat. So now to provide an overview of our strategy. First, Core, our data center infrastructure. To preface the discussion for AI, we are focused on a business model of providing AI data center colocation services as typical contracts provide multiyear revenue streams. Now to discuss the opportunities. First, for Christina Lake's Bitcoin mining, we expect to operate at about 1.6 exahash and 21 joules per terahash during the warmer summer months. For Christina Lake's AI transformation strategy, we continue to focus on providing at least 50 megawatts of critical IT load and we are pleased with our progress to date. Also note that we announced that we received verbal approval from our utility for an additional 10 megawatts of non-firm power. This approval raised Christina Lake's total available power capacity to 75 megawatts. We also note that we have filed an application with the utility for an additional 150 megawatts of firm power. However, we expect this to be a long process in today's energy constrained environment. Additional sites. We have been exploring development of other sites in both BC and other parts of Canada for additional AI data centers. We know that we need to grow beyond Christina Lake in the longer term, but our immediate focus is securing an offtaker for Christina Lake. Our goal is to line up a pipeline of power that will demonstrate our growth potential. Outside of the announced site in Bandon, Oregon, which is still on hold, we are focused mainly on developing other sites within Canada where we believe we can be a differentiated leader. On government, regarding the Innovation, Science and Economic Development, or ISED 100-megawatt data center request for information, we don't have an update on the government's progress at this time. Malahat, regarding our definitive agreement with the Malahat Nation, specifically for 30 megawatts of AI data center capacity between the 2 parties, we are encouraged and anticipate completing this agreement in the coming months. We believe our relationship with the Malahat will help facilitate penetration into the public sector and will be instrumental to any longer-term effort with both federal and provincial agencies. We see this working as a hybrid of traditional data center services mixed with customer-focused AI needs. Regarding our PDCs, our prefabricated data centers. The initial purchase of 2 megawatts of prefabricated data centers have been shipped to the Christina Lake site in March and we are working to set them up by later this year. As well, we are working to secure offtake clients. We are still considering purchasing the remainder 8 megawatts that we have an option to purchase. Next, comments on Core+, our digital asset financial services. For Systemic Trust, we have been focused on integration of third-party value-added services. In the coming months, we anticipate that we will be able to provide information on its operations. For Terra Pool, we have continued to test Terra Pool and believe we can expect the use of the pool this year. We are encouraged as we believe we may have a market opportunity to sell Bitcoin generated from Terra Pool at a premium, which should enable an economically viable method to mine with pool members being more than compensated for pool fees for the carbon-neutral hash rate. We'll provide updates as we make progress. We have engaged a third party to help us with this effort, which could be a catalyst for enabling revenue from our carbon-neutral Bitcoin ecosystem. Next, Helm. Helm has become an integral part of our operations with new features that we believe will be appealing to others who use Terra Pool. We are bundling Helm with Terra Pool. Reactor. We have been testing Reactor for several weeks and we anticipate to be able to offer hash rate contract services in the coming months and include it as part of our carbon-neutral Bitcoin ecosystem. We are focused on improving Reactor's usability to easily manage multiple simultaneous hash rate contracts. Now for a summary of our strategy. For our Core data center strategy, we are encouraged by our progress to transform Christina Lake into an AI data center. For our Core+ digital asset financial services, we continue to build a foundation of products and services that will allow us to have a comprehensive offering that can drive new revenue. Now I'll hand it over to Steven to review the company's performance.

Thank you, Sheldon. I'm Steve Eliscu, DMG's COO. Now to review our financial results. In the second quarter of fiscal 2026, revenue decreased 35% sequentially to $7.3 million as self-mining revenue decreased 24%, mainly on a 25% lower average Bitcoin price, along with the prior quarter's $1.5 million energy incentive being a onetime event. For our mining operations in the March quarter, we received 68.8 Bitcoin for mining, about flat versus the prior quarter with an average hash rate of 1.7 exahash, down 4% sequentially with fleet efficiency of 21.4 joules per terahash, a 3% sequential improvement. We expect our hash rate to decrease modestly in the June quarter as we lower the operating power and hence, the hash rate of most of our non-hydro fleet to best deal with the seasonally warmer temperatures. As we are already tuned for optimal efficiency, we expect fleet efficiency to remain steady. Hosting revenue was about flat at $0.1 million in the March quarter. We expect hosting revenue to remain steady in the current quarter. Operating and maintenance costs decreased 23% sequentially to $5.2 million in the March quarter as our energy consumption was down 9% sequentially and our cost of energy declined 17% sequentially. We cited in a recent press release that our cost of non-firm energy has been in the range of CAD 0.035 to CAD 0.05 per kilowatt hour delivered to DMG substation over the past few months. While this has been a boom to supporting our margins during a difficult period for the industry, our costs will not necessarily stay down at these levels through the summer. Our margin percentage on our revenue less operating and maintenance costs was 29% in the March quarter, down from 40% from the prior quarter, which benefited from the onetime $1.5 million energy incentive. Our energy cost to mine a Bitcoin was about USD 50,000, down from the prior quarter at about USD 65,000 as we benefited from 17% lower energy rates, 6% lower network difficulty and 3% higher fleet efficiency. As a proxy for cash flow from our business, which assumes we're selling 100% of our generated Bitcoin, our earnings before other items, excluding depreciation, amortization and stock-based comp was $1.4 million or 19% of revenue on a percentage basis in the March quarter, a decrease from $1.9 million in the prior quarter. Our cash flow from operations was about 0 in the March quarter when we sold slightly more Bitcoin than we earned. Non-mine expenses, excluding depreciation, amortization and stock-based comp were $0.8 million in the March quarter as we benefited from the capitalization of R&D. Management determined that the recognition criteria for an internally generated intangible assets had been met for the Systemic Trust custody platform. As of March 31, capitalized development costs totaled $1.4 million, which includes costs from the most recent as well as prior quarters. The cost was moved to the balance sheet under intangible assets and will be amortized over time. Our earnings before other items was minus $2 million in the March quarter versus minus $2.1 million in the prior quarter. Net income in the March quarter was minus $3.5 million or minus $0.02 per share. Regarding our balance sheet, our cash, short-term investments plus Bitcoin holdings on March 31st was $47.4 million, down 19% from the prior quarter, mainly on the decreased value of Bitcoin. With this and the increase in debt, working capital decreased 30% from the prior quarter to $27.6 million. The value of our property and equipment and long-term deposits decreased 6% to $47.6 million from the end of the prior quarter as depreciation exceeded our capital additions. Accordingly, our total asset base decreased to $109.9 million. Book value was $85.3 million or $0.41 per share. Our single loan balance was $18.9 million at the end of the March quarter. We do not expect to draw from the facility in the near term and we'll look for opportunities to pay it down. In the March quarter, our Bitcoin balance decreased by 5.2 Bitcoin from the prior quarter to 397.7 Bitcoin. In the March quarter, we sold 74 Bitcoin or 108% of our mined output, generating $7.5 million of cash. Regarding raising new capital, for a future where AI could be a major component of our business, the bulk of our capital raising would most likely be debt instruments tied to client contracts. We have actively engaged investment banks to keep them up to date on our strategy and potential fundraising needs. We continue to see a positive market for raising capital for the construction of AI data centers, assuming investment-grade off-takers or backstops. I will now hand the call back to Sheldon to summarize our prepared comments, and we will answer questions. Sheldon?

Thank you, Steven. To reiterate our key results and outlook, DMG earned 68.8 Bitcoin from mining in Q2 2026 on a hash rate of 1.7 exahash and a fleet efficiency of 21.4 joules. Cash, short-term investments and digital currency on March 31st totaled $47.4 million. Total assets were $110 million and book value was $0.41 per share. Our operating income, excluding depreciation, amortization and stock-based compensation was $1.4 million for Q2 2026 with a net loss of $3.5 million or $0.02 per share. For our core infrastructure, we remain focused on expanding into AI in a meaningful way with the goal to develop our Christina Lake data center into a 50-megawatt-plus AI colocation facility. For our Core+ services, we are committed to Systemic Trust as the cornerstone of our digital asset financial services business and believe there are opportunities to build a strong base of business with material revenue in the future. We are focused on realizing revenue from our AI and digital asset financial services initiatives that can drive shareholder value. Even as the environment for Bitcoin mining has been challenging, we are focused on where we can maximize value from our Christina Lake facility, along with other growth initiatives. We appreciate your continued support. And now we'll move on to the submitted Q&A questions.

Question number one, what is the progress on marketing Christina Lake as an AI factory? So this is a question we get a lot, especially from the analysts that cover our stock. But this is not a simple question to answer because the transformation from a Bitcoin mining site to an AI site requires a different standard in operations. But for us, we've spent months preparing a due diligence package for prospective AI colocation clients as well as we've been working with special realtors in data center vertical, which market our data center to their clients. As with our peers, we do expect to transition our power to this new use case, but time lines are difficult to forecast and there are many variables that go into marketing a property like ours to any potential AI factories or AI offtake companies. It's not the best answer, but it's maybe an answer that goes in line with one of the questions that are coming into the Q&A about how much time we're spending on different things. And for Steve and I, as 2 parts of the management team on the AI marketing preparation, sales efforts, it's probably greater than 80% of our time. So we're very much focused on this. Another question, can management provide a clear outline and time line regarding finalization of the Malahat agreement? I mean, yes, we are proceeding with Malahat, we -- I was over on the island, meeting with them a few weeks ago. So we're definitely hashing of the details of this agreement. It's almost kind of like question number one. There's a lot of factors that go into getting a colocation agreement done for an AI factory with a third-party offtaker. There's a lot of details that go through a partnership to manage and run one of these. So it's not a simple one-page agreement, but comments have been going back and forth between the parties for some time. However, through all of that, we are quite encouraged by the Malahat. They are very keen to conclude an agreement with us as we are with them. And we are encouraged with the recent progress after my last trip there. And we do anticipate that our definitive venture agreement will be completed in the near future. This agreement, we will be focusing on using the relationship that Malahat has to potential public sector organizations to initially fill out the 2 megawatts of prefabricated data centers we have. And seeing how quickly that works, we would be looking at purchasing the other 8 megawatts as part of this agreement with the Malahat on our way to fulfilling the 30 megawatts, which would obviously require us to build infrastructure. Another question we have is other updates regarding the Oregon facility. There aren't any updates on it from the last quarter. As I said in the last quarter, we performed the due diligence. We highlighted some things to the owner that we need addressed. The owner is working on those issues. When they've completed that and come back to us, then we'll have an update. But yes, we have no -- I guess, another way to think about it, are we stopping progress on Oregon? No, we're not. We're still about to see that as a deal that we want to complete. Another question, is the 50-megawatt AI data center plan dependent on approval of the additional 150 megawatts of firm power application? Or can it be developed using existing 75 megawatts available to Christina Lake? So yes. Yes, from the point of view, we can go ahead with the 75 megawatts that's existing. So we don't need the 150 megawatts of firm power to be -- that application to be approved and built out. Right now the way that we have 75 megawatts as a mixture of firm and non-firm, that non-firm rate can effectively be managed as a type of synthetic firm, which makes that non-firm attractive to potential offtakers. And just investors should understand that the application of 150 megawatts of firm power is part of a longer-term plan to expand Christina Lake and will not likely figure into our power plan over the next few years. As AI data centers are designed for multi-decade usage, we need to have sort of a longer-term view of bringing more power to that asset. In the more near term, we anticipate that we will be utilizing natural gas and possibly additional non-firm power from our utility to increase the amount of primary energy we have at that site. I don't know, Steve, if you want to add anything or take a couple of questions yourself?

Sure. I mean, we have a few that came in through the Q&A and a few submitted prior. Let me just start with the question submitted prior. Can management clarify the expected funding structure for the 50-megawatt AI data center transition? We did mention during our prepared comments that we are actively engaging with partners that could help us draw on capital. The appetite, as we indicated, certainly is there. I think the conversation always comes back to get the offtaker and then more specifically, an investment-grade offtaker or some type of a company that's willing to backstop any deal. And that's what we're focused on is getting the offtaker. As you've seen some of our peers, the structures have mainly been debt and we're certainly looking at similar types of structures. I mean, also we're very sensitive to any dilution that would -- could occur as a result of transaction to help fund this. And we're going to let's just say, work with our fundraising partners to have the best outcome that we think is possible and our Board as well in terms of our capital structure. Another question here, what is the expected time line for the 2-megawatt SCIF-rated modules to begin generating revenue? In the prepared comments, we indicated that our target is to get them up by the end of the year. There's that integration piece. There's also connectivity in terms of the type of bandwidth that is going to be needed and what facilities that would connect to in terms of that. So if we look towards the end of the year, that's kind of a 6-month time frame. To actually generate revenue is probably a little further out to you actually have the facility commissioned and ready for the clients. We have some other questions that have come in as well.

Yes.

Let me take -- I can take the first one and Sheldon, will pass to you. Just in terms of Core and Core+, just the company resources, I mean, when you look at our P&L, just you can kind of think of the research line is largely devoted to our Core+ plus some of the management, the general administrative as well. But that's really where we're putting the focus on developing new software and services. And of course, in terms of most of the capital investments, that's in the Core piece. We're still excited about both. We think that what -- our success in transitioning to an AI data center can also help us a lot in terms of what we want to do in Core+. So the best thing there is stay tuned. Sheldon, do you want to take the next one?

Yes. The next one is about shareholder value being maximized with the AI HPC power contracts. And that sort of DMG is lagging behind. I don't quite agree with that. We did an interview with McNallie Money, our buying analysis, not too long ago. We have another one coming up shortly, tomorrow or the next day. And we addressed this. And then when you sort of look at who are the large contracts being awarded to, most of them are going to our peers or crypto miners that have large amounts of power. Their U.S. companies are the biggest buyers of these -- or tenants of these data centers. They're filling up U.S. space first. That's a natural thing to do. There isn't any big AI company in Canada like you have in the U.S. So it's not like there's a comparable market. The real market is American companies that are strong enough and can give an investment-grade guarantee to someone like ourselves or other peers like we have. So as the best sites in the U.S. are getting -- are doing their deals, now Canadian sites are starting to be looked at. We've openly said that we've had multiple discussions with interested parties and we'll continue to have those discussions. So I don't think we're really behind when you do look at some of the announcements around Canada with the ISPs, they're heavy years out there with others, they're quite small in size. And nobody is really talking about the backstop guarantor in them. So unless it's a federal government program and the federal government comes to it, it's quite risky. We don't plan to be a new cloud and risk our balance sheet, hoping somebody will buy GPU hours from us. That's not what we're looking to do. We've seen other companies do that to some success, some failure. So I think our strategy of finding a tenant that is investment grade is what we're going to go after and we've been pretty encouraged by progress we've been making on that.

Yes. I would just add in terms of the focus on Canada. I mean, clearly, if we were trying to go and go into the U.S., that's already well-served, let's just put it that way. Canada, we feel is really underserved and it's largely a greenfield opportunity that we've been working on. And as one of the questions is about other sites in Canada. I mean, one of the -- Toronto is obviously the biggest market and to be within 5 milliseconds of latency to Toronto is probably a good thing if we want to serve Canada. So you can kind of draw from that in terms of at least some of the places we may be looking and we know BC well and kind of building on a foundation certainly gives us a good view in terms of where the opportunities could be in British Columbia. So we're really early in terms of we're building that power pipeline. But we are doing work and we're -- the comments I just gave should give some indication as to where we're doing that work. Sheldon, are there any other questions you wanted to address?

Yes. Just the market not rewarding the HODL or we sell the HODL out. And the HODL is there as a treasury function that allows us to have quick access to cash if we need it. Worked hard to get it like to maximize the value of it. Just liquidating the HODL doesn't expedite us getting into AI. What gets us into AI is a good deal with an investment-grade partner. And then if we liquidate the HODL when that happens or if we use that investment grade to get us some debt to move quickly, we'll make that decision at the time. We've been fairly good with our HODL using it, borrowing against it, repaying it. We continue to plan to keep using it. But I don't think we're just going to sell it off to sell it off. I think that if we did sell it off, we would spend a lot of time thinking through how we sell it to maximize the value of it. And that's sort of my comment on the HODL. And kind of what other locations are you looking at? We kind of talked about back east is an interesting area because of Toronto for Canada. And then there are some other things in BC and Alberta that we've been looking at, but definitely population-wise and interest-wise in Ontario is a very good place to be as well. Not too sure if there's anything else that jumps out at us. I think we could probably hit it half-an-hour, I think we can probably end there. I would also just like to announce that DMG will be at Mining Disrupt in Miami on July 21st to 23rd. We will have our booth there. So anybody that happens to be in Miami going to that event, please feel free to come by and see us. Otherwise, we thank everyone for attending our call, and our call is now over.