Bitzero Announces US$25 Million Private Placement

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.

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