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Keel Infrastructure Announces Proposed Offering of $350 Million of Convertible Senior Notes

Keel Infrastructure Secures $350M Convertible Debt to Fuel HPC Pivot, Betting on 2027 Lease Signings Amidst Execution Risks

By The Northwire Desk — AI Analysis Jun 04, 2026 · 16:05 KEEL · 8.6 KEEL INFRASTRUCTURE CORP COMMON STOCK

Executive Summary

Keel Infrastructure Corp. announced a proposed offering of $350 million in convertible senior notes due January 15, 2032.
The notes are fully and unconditionally guaranteed on a senior unsecured basis by its wholly owned subsidiary, Bitfarms Ltd.
Net proceeds will be allocated to capped call transactions and general corporate purposes, specifically funding long-lead equipment deposits and letters of credit for data center development projects.
Initial purchasers have a 13-day option to acquire up to an additional $58 million in notes.
Interest is payable semi-annually, commencing January 15, 2027.
Conversion mechanics allow conversion into cash, common stock, or a combination at the company's election, with restrictions prior to October 15, 2031.
Capped call transactions are expected to mitigate potential dilution and offset cash payments exceeding the principal upon conversion, with a cap targeted at a 100% premium to the last reported sale price.
The offering is subject to TSX and Nasdaq approvals and is offered exclusively to qualified institutional buyers under Rule 144A.

Material Impact

The $350 million convertible offering aligns with management's Q1 2026 guidance to establish credit lines and/or ATMs as prudent tools during the strategic pivot.
The financing is expected and incremental, directly supporting the accelerated development of the Panther Creek, Sharon, and Moses Lake sites.
The use of capped calls at a 100% premium significantly mitigates near-term dilution risk, addressing a common concern with convertible debt.
The offering provides necessary liquidity to secure long-lead equipment and collateralize letters of credit, de-risking the construction timeline.
While positive, the market likely anticipated this financing given the company's stated capital needs and the transition from Bitcoin mining to capital-intensive HPC/AI infrastructure.
The news does not represent a fundamental shift in strategy or unexpected market-moving event, but rather a standard execution step in the company's transformation.

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Company Overview

Keel Infrastructure Corp. (formerly Bitfarms Ltd.) completed a statutory arrangement on April 1, 2026, redomiciling from Canada to the United States and rebranding to focus on North American High-Performance Computing (HPC) and AI infrastructure.
The company is actively exiting its Bitcoin mining operations, having sold the Paso Pe site in Paraguay for $13 million and planning to reduce its hashrate to ~5 exahash by year-end 2026.
Flagship Projects:
Panther Creek (Pennsylvania): 350 MW secured via PPL ESA. Zoning approved. Ready-for-service 2027. Evaluating 60 MW ISA conversion.
Sharon (Pennsylvania): 110 MW secured via First Energy ESA. Zoning complete. Ready-for-service 2027.
Moses Lake (Washington): 18 MW secured. Zoning complete. Modular equipment secured upfront for accelerated deployment. Ready-for-service 2027.
The company is positioning itself as a pure-play HPC/AI data center developer with a 100% North American portfolio.

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