Hello, and welcome to the Bit Digital acquisition of Enovum Data Centers conference call. Good morning, good afternoon, and good evening, depending on where you're joining us from. Thank you for being here. We're just giving a few more moments for attendees to dial in, so thank you for your patience. While we wait, please note that during this call, all participant lines will be in listen-only mode. Following the officers' update, we will open the floor for a question-and-answer session. If you have a question at that time, simply press star one on your telephone keypad. Also, as a reminder, today's conference is being recorded. I will now hand it over to your host, Cameron Schnier, Head of Investor Relations at Bit Digital. Cameron, the floor is yours. Thank you. Good morning, and welcome to the Bit Digital acquisition of Enovum conference call. Joining us on the call today are Sam Tabar, Chief Executive Officer, and Erke Huang, Chief Financial Officer. Billy Krassakopoulos, CEO of Enovum, will also be present on the call. Before we begin, please note that this call is being webcast and recorded. Today's press release and accompanying investor presentations can be found on our website. I would like to remind all participants that some of the statements we will be making today are forward-looking. These matters involve risks and uncertainties that could cause our results to differ materially from those projected in these statements. Our comments today may also include non-GAAP financial measures. Additional details and reconciliation to the most directly comparable GAAP financial measures can be found in our 20-F filing and other SEC filings, which are on our website. After our prepared remarks, we will open the call up for questions. If you would like to ask a question, please hit star one on your keypad. I will now turn the call over to Sam to discuss the transaction. Sam? Thank you, Cam. As a reminder, there is a deck published on our website that I'll be referring to. Bit Digital has acquired Enovum Data Centers, a Montreal-based owner, operator, and developer of high-performance computing data centers. This acquisition vertically integrates Bit Digital's HPC operations with a fully operational and leased Tier III data center in a major city. It brings a variety of existing and potential colocation customers, a strong pipeline of expansion opportunities, and a seasoned team with a proven track record to lead development. This also allows Bit Digital to offer new services like colocation and on-demand computing, complementing our existing GPU offerings. Slide three in the deck features some key points about this transaction. The total consideration for the acquisition was CAD 62.75 million, which approximates to approximately $46 million. The acquisition was completed on a debt-free basis, funded by CAD 56 million in cash and approximately 1.6 million shares issued solely to key management, who rolled over a significant portion of their existing ownership from Enovum into Bit Digital. Both parties are now focused on mutual value creation for our newly combined entity. From our perspective, this was a great deal and transformative for Bit Digital. Why? Because we solved a major gap in our portfolio by adding an operational 4 MW Tier III data center at a price similar to greenfield development, but on a much faster timeline. We also gained a cash-flowing business with a diversity of customers. Finally, we got a seasoned team to operate the business and to develop a strong pipeline of expansion sites. Let's take a step back and discuss what led to this transaction for Bit Digital. Bit Digital was one of the first Bitcoin miners to announce an operational HPC business. We have had an actual cash-flowing business since January 2024. Previously, our HPC business only covered one piece of the HPC value chain, often referred to as GPU as a Service, effectively renting out GPU computing power to clients. It was clear to us early on that to expand this business, we should have our own Tier III data center. We homed in early on the M&A route versus greenfield development. We wanted to accelerate the outcome and get the expertise in operating and developing HPC data centers. Enovum vertically integrates Bit Digital's HPC business into the colocation services sector of the value chain. This creates the potential of significant synergies. Bit Digital may now capture even more margin from HPC customers versus hosting them with third-party data centers. Also, Bit Digital will now enjoy greater operating flexibility. We can now colocate our own GPU inventory in Enovum data centers and offer capacity to customers on a just-in-time basis. This is really important where time to market is key. We now have a co-location revenue stream to go along with our GPU as-a-service business. We can also place our own GPUs in our data centers, boosting revenue per megawatt compared to hosting third-party GPUs. We plan to offer on-demand computing, which will be useful when GPUs finish their contracts, but still have years of operational life. Repurposing them for on-demand use should extend their revenue potential. This move strengthens our competitive position, allowing us to offer an integrated GPU cloud solution. Bit Digital now has three business units. One, HPC, HPC data center operations with co-location revenue. Two, our GPU cloud business with GPU as-a-service revenue. Three, digital assets, which includes Bitcoin mining and ETH staking. Our GPU as a Service business will remain flexible, but having our own capacity gives us more control and allows us to offer space to customers with higher margin capture. Slides five and six in the presentation deck provide an overview on Enovum's existing data center, referred to as Montreal 1. This is a 65,000 sq ft facility in the heart of Montreal and is leased through 2036, with two 5-year extension options. The site is powered by nearly 100% hydro. It was built to Tier III standards with 2N redundant power distribution, 2N diesel generator redundancy, 2N UPS, and N+1 cooling. It features high-density server racks designed for generative AI workloads. The facility is currently fully leased to a diverse customer base. There are currently 13 different customers at the facility, mostly representing AI or GPU cloud-related end markets. There's an average of 30 months remaining under the customer contracts, and we anticipate future colocation contracts to be between 4-12 years. This facility contributes around $1.6 million of revenue to Bit Digital in the fourth quarter of this year. Turning to slide 9, which features our expansion roadmap and growth pipeline. Importantly, both our existing data center and all pipeline sites are in major metropolitan areas. We see significant value in having data centers in highly populated areas. They offer the greatest advantage for inference models, where minimizing latency is crucial. We are positioning the company to accommodate inference workloads. This posture represents the long-term future of generative AI's demand for compute. Enovum's development pipeline totals 288 MW. Of this, 93 MW are under LOI with respective landlords. Notably, all sites in the pipeline will be designed to feature direct-to-chip liquid cooling, a key consideration for supporting the latest chip designs. Our immediate development plans are to bring an additional 8 MW online by 2Q 2025 across two sites. This includes a new 4 MW site, which we expect to complete for just under $20 million. This below-market cost is a core aspect of our development strategy. We select sites with existing infrastructure to reduce costs and speed up time to market. On average, we anticipate per megawatt build costs to be around $8 million across the entire pipeline. We plan to bring an additional 20 MW online by the end of 2025 and project over 80 MW operational by the end of 2026. Important to note that we won't build on spec without firm customer commitments, nor will we proceed if financing terms aren't favorable. Our near-term focus is on bringing smaller sites online. In the first half of 2025, we plan to activate several sub 5 MW sites. We believe this approach better balances financing, customer demand, and cash flow by concentrating on smaller development projects. In the latter half of the pipeline, we have larger sites in the 50 MW range. Those will depend on securing customer commitments before beginning construction. We have strong indications of demand with Enovum's customer pipeline, representing over 200 MW of demand across a diverse mix of current and prospective clients. This development pipeline is ambitious and will require capital. However, we believe this growth cadence is readily achievable, given our visibility into the pipeline, customer demand, and our ability to source key components. This isn't the only potential use of capital for Bit Digital. Our GPU cloud business also has ambitious growth plans, requiring near-term capital and ongoing investment throughout 2025 and beyond to scale. Moving forward, we will carefully weigh capital allocation for each business, focusing on which opportunity offers a better return profile at any given time. This selective approach will also allow us to be more strategic about the GPU contracts we pursue. To support our HPC capital needs, we've engaged an investment bank to explore debt financing alternatives that could expand Bit Digital's capital resources. While we can't share specifics at this time, we are in advanced stages on the process and confident in securing debt financing from a prominent counterparty in the very near term. Fortunately, we have a strong balance sheet to help us finance the development pipeline. As of the end of September 2024, we had $104 million of cash at over $220 million of total liquidity, including the value of our digital assets. We currently have zero debt. By the way, it's worth noting that the Enovum acquisition has been structured to optimize tax outcomes and allow for a potential REIT election. Slide 11 highlights key Enovum employees that have joined the Bit Digital team. Retaining these individuals will help ensure operational continuity at the existing site and support the development of our expansion pipeline. These employees bring decades of collective experience in managing and developing Tier III data centers, filling a critical gap in Bit Digital's capabilities. They have successfully developed data centers for some of the largest companies in the world. It's better to have a seasoned team with established brand equity running our colocation business rather than attempting to manage it ourselves. They have satisfied customers who trust their ability to deliver on promises. They also have a pipeline of new customers eager to work with them. Their experience means we can avoid the common pitfalls of starting a new business and skip the steep learning curve. We are excited to mutually work towards making Bit Digital one of the premier AI colocation and GPU cloud companies in the world. It's challenging for us to provide comprehensive guidance at this time, but I will do my best to inform your models. We expect to refine these expectations over time. At a high level, we expect the existing 4 MW data center to contribute somewhere between $4 million to $4.5 million of EBITDA in 2025. Bringing on an additional 8 MW online by 2Q 2025 could result in a run rate EBITDA of around $13 million. Scaling to 32 MW by the end of 2025 could result in an annualized run rate above $45 million. These figures are approximate and assume the IT load is contracted to customers, which, of course, will inform our development cadence. We will sharpen expectations over time, and to reiterate, CapEx decisions will be made holistically while contemplating capital needs for our GPU cloud business. Slide 13, the final slide of the presentation deck, illustrates EBITDA multiples for select companies categorized as pure play miners, hybrid miners, and data center REITs. The distinction between pure play and hybrid miners has become increasingly blurred lately, with most miners signaling HPC ambitions. The key takeaway is that we aim to achieve a valuation more aligned with data center REITs than with pure play Bitcoin miners. Before this acquisition, our valuation multiple was even less than a pure play Bitcoin mining stock, which to us is a bit strange, given we currently have the highest percentage of HPC revenue in the industry. We're not just looking for a higher valuation. We want to invest in areas where we can confidently predict returns. We view mining as an attractive call option for our company, but our growth capital will be deployed towards expanding our HPC business. Thank you. I will now open the line for questions. Thank you. If you are dialed in via the telephone and would like to ask a question, please signal by pressing star one on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. A voice prompt on the phone line will indicate when your line is open. Please state your name and company before posing your question. Again, please press star one to ask a question. If you are in the event via the web interface and would like to ask a question, simply type your question in the Ask a Question box and click Send. We'll now go to our first question. Hey, guys, it's Mike Grondahl with Northland. Can you hear me? Hi, Mike. Loud and clear. Yes, we can hear you. Okay. Hey, my first question is just on the four MW. I think that's already in place, and then the incremental 8 MW by 2Q 2025. Is the ball rolling on that, like, contract signed and everything nailed down? And then, as a follow-up to that, where are you roughly on the incremental 20 MW? I would like to very proudly hand that question over to Billy, who is the CEO of Enovum. Mike. So. Hey. The 8 MW for Q2, a lot of it has been procured. Customers are under LOI, and we confidently feel that we can deliver those sites for them by end of Q2 2025. The incremental capacity for the rest of 2025, sites are secured under LOI, being converted to lease, and we are confident in delivering that as well. Supply chain issues on the customer end will be a major hurdle that they have to overcome to match the timing that these sites will be coming online. Got it. Maybe for both of you, how would you characterize the demand environment out there? Maybe if Billy could answer for Enovum, and Sam, I don't know, just any update on the BTBT GPU as a Service kind of demand environment. We are seeing a very strong demand. We are seeing a very strong demand on the colocation side for HPC GPU as a Service, type users. Speed to market is key. Users are either in the middle of procuring their hardware or planning their deployments for 2025 and looking for capacity to match those deliveries. The last six months to a year, we've had a very strong demand in this area. Yes, and with respect to our GPU as a Service business, we still think that we can achieve our target by the end of the year. There are, as mentioned before, a pretty pregnant pipeline of opportunities, but these are highly customized deals. So we've already announced two. There is something that's going to be announced with respect to the second one in the near-term future. But we do have a sales team now, which is fortunate. We didn't have one before. We built this entire business without a sales team, and we're really looking forward to producing more wins. There is a lot of demand out there, but there is also cognitive overload. We've hired a sales team we've acquired and vertically integrated, so we've been running a hundred miles ahead in building a very bright future. Great. Great. And maybe just lastly, Sam, how are you thinking about CapEx funding this growth and kind of margins? I'd like to hand that over to Erke. And I'll add to that, of course. Hi, Mike. Erke. So the tech, the CapEx we anticipate to fund each megawatt is roughly, you know, $8 million. And for, you know, each megawatt, that would bring us, you know, based on current contracts, a little over, you know, $1 million EBITDA. So, that's what we are, you know, looking at for, you know, funding the colocation business. And also, on the, you know, synergy side, you know, Bit Digital, we're, you know, looking to be, one of the tenants, in Enovum sites as well. So there's definitely a, you know, very good synergy between us. Yeah, nothing to add on that. Got it. Margins, on a slide, I mean, it looks like the gross margins are sort of 60%-80%. Is that the right way to think about it? Yeah, it depends on the customer, Mike, and we do expect some fixed cost absorption over time for the EBITDA profile to raise, but near term, such that growing over time. Okay. Hey, thanks, guys, and really nice evolution of the business here. Thank you. We will take our next question. Please state your name and company before posing your question. Kevin Dede, Wainwright. Congrats, Sam, Cam, Erke. I'm glad that you were able to put this deal together. Lots of questions. I don't know how much time you'll give me. I guess the first question is for Billy: How old is this facility in Montreal? Give us some details on the locations of the other ones. Is Enovum exclusively in Montreal? I'm sorry, Quebec. What's your prognosis on the power? Or power availability, I understand that there have been some concerns voiced by the Bitcoin miners that the government isn't so happy about turning over so much power to Bitcoin mining. I was just wondering how you view that from the HPC lens. Maybe you give us some insight on GPU acquisition and building out the GPU as a Service versus the hosting vertical, where your customers are bringing their own machines. And maybe, Sam, too, you give us an update on your first HPC customer, given their quandary and rolling out the latest NVIDIA chip. And one last one on Boosteroid. Just I wasn't sure if that's the one you were alluding to in your commentary. Yeah, let me just answer the last couple of questions. First of all, I can't discuss those two things just yet. There is certainly a lot of work happening on both ends. And but, you know, we will announce in the near term further updates on both clients. So I just wanted to scratch that off your list, Kevin, in terms of the questions, and we'll get back to you in public format very soon on those two clients. But you know, you asked a smattering of a bunch of other questions. I can't quite... Maybe just take it one at a time. If you could just repeat one or two, and then we can answer. Sure, sure, sure. And then we can go on to... Yeah. Yeah. I was curious about Billy's perspective on La Régie. I'm wondering about where these other sites are, whether or not the power deals are in place. I think that's probably my overarching concern, given what we've heard from the Bitcoin miners in Quebec. I was wondering how old that facility was in Montreal, and wondering how you're thinking about buying your own GPUs to support the GPU as a Service versus hosting your clients' machines. Sure. Billy, you want to take most of that? Yeah. The Montreal 1 facility was brought online mid-2021 and upgraded throughout to be able to host this new profile of end user high density high service high demand. To the second question, the sites that we're looking at in our pipeline span across Canada, so we're looking at sites in Western Canada, Ontario, British Columbia. We do have projects in Montreal as well, where we have secured power. As Sam stated in his presentation, we'd like to focus on smaller sites that allow us to get to market faster. Speed is key for these types of users. We do have a couple of smaller sites coming online in the Montreal-Quebec area, where power has already been procured for these, and the pipeline spans across Canada. Okay, so you don't see any power hurdles for getting to that first 8 MW that you're targeting for the second quarter next year? We do not. Okay. And then, is it fair to assume the same for the full 2020 that you expect in 2025? We do not as well. That includes projects, in Montreal as well, the smaller type projects that I talked about, but it also includes projects across Canada, Western Canada, mostly British Columbia. In your refit of MTL1, Billy, did that include liquid to the chip installation, or is it still all air-cooled? Montreal 1 is still all air-cooled, fully leased to these types of applications. It can be retrofitted for direct-to-chip cooling, but we have a fully leased facility with contracts spanning just around thirty months. Since we are bringing direct-to-chip capacity online with the other projects, we don't see a need to retrofit Montreal 1 in the near term. So, last sort of line of questioning is around your investment in GPUs and the customer base that you're thinking about. Obviously, you've given us some guidance on EBITDA, but I was hoping that maybe you could give us a little more insight on actual revenue. Can you talk to the mix of customers that you expect? You know, are you running your own GPUs in Montreal 1? You're running your customer GPUs there? What sort of revenue does that drive? And, maybe you could sort of extrapolate that for our thinking regarding the 8 MW. Kevin, I'll do guidance. Those ranges are all assuming full colocation models, so none of the numbers we provided assume that we buy and place any of our GPUs in that capacity. That's, of course, an option, and that would raise the respective figures, just because we'd earn a lot more per megawatt with our own GPUs. Certainly there's the upfront capital required for that. But we provided the EBITDA numbers. Near term, like, eight megawatt revenue would be slightly less than double that. But we would expect the EBITDA margins to trend higher as we brought more online, just from a fixed cost absorption perspective. Okay, Cam. I don't think I clearly understood your revenue synopsis. Could you just run those numbers by me one more time? I apologize. Yeah, well, just as it pertains to that initial sort of $13 million EBITDA run rate target, end of 2Q, we'd expect, you know, the corresponding revenue to be in the low to mid-$20 million range, to correspond to that run rate. Okay. Okay. But we- Thank you very much, gentlemen. Margin there will be lower than it will be, moving forward. We'd expect EBITDA margins to trend higher, just on a cost absorption basis and different efficiency initiatives that are underway. Certainly, certainly, certainly. Apologies for the smattering of questions, Sam, but great congratulations. It's great to see that you've got this deal done. A real feather in your cap. Thank you for entertaining my questions. Always a pleasure, Kevin. Thank you. Once again, if you would like to ask a question, please signal by pressing star one. We will go to our next question. Joe Gomes, Noble Capital. Hello? Hey, Joe. Hi there. Can you hear me? We can, yes. Okay, thanks, Sam. Appreciate it. So there's been a lot of questions asked already, but I want to go back to the basics. You know, why are the gentlemen at Enovum selling in the first place? I mean, it sounds like a very exciting growth opportunity here. So, you know, why are they selling? I mean, there are very different reasons. The synergy between what we're doing, I mean, there are two equations, right? When it comes to sellers, the buyers and the sellers. Are you asking about why the sellers are selling or why did we buy? Why the sellers are selling? Well, I won't. Access to capital. I'll let Billy speak. That's exactly right. I'll let Billy speak for himself a little bit, but definitely access to capital. Okay. In order to expand the business, whereas a public vehicle, you, you know, there is an infinite number of financing options that we can provide in order to expand this 288 MW pipeline. And they can do it with us. It's exactly that. Okay, great. The main reason is access to capital and the synergies that we see working with the Bit Digital team. Okay, great. I just appreciate that. And then, we kind of wanted to approach the CapEx a little bit different, hopefully. I think you mentioned it'd take about $50 million in CapEx for the 8 MW that you're talking about. What would that CapEx include? Is it just the build-out of the facility? Does it include any type of GPU machines in there? What does that $50 million cover? I'll hand that over to Billy and Erke. I think Billy first. So everything that was presented in the deck is expansion capital for infrastructure, data center infrastructure, that has the ability to either collocate customer solutions or place GPU as a Service type infrastructure for end users. But the figures that were quoted are all CapEx on building the data center infrastructure. Yeah, I think that covers it. Okay, great. And then, you know, Sam, you talked about, I think it's in the deck too, you know, your, your average cost to build is, is eight million per megawatt, which is, below the market. You know, what, what do you, what do you - when you say below the market, you know, what, what is the market figure that, that you're looking at that to give you that confidence it's below the market? We've seen everything from, you know, $10 million-$20 million per megawatt when it comes to this, so we're below the market on that. Okay. I can't recall which publication exactly, but- Okay. But that's the rate that the industry tends to, that's the range that the industry tends to quote. Okay. Thank you for that. Let me add my congratulations, and I'm gonna pass it on, you know, for other people to ask some questions. Thank you. Thank you. We have no further questions at this time. I would now like to turn the call back to Cameron Schnier for any additional or closing remarks. Yeah. Thank you, everybody, for joining us on this conference call. We will conclude the call now. Have a great day. This does conclude today's call. Thank you for your participation. You may now disconnect.