Bitfarms Officially Rebrands as Keel Infrastructure; Completes U.S. Redomiciliation

Executive Summary

• Bitfarms Ltd. completed its statutory plan of arrangement, redomiciling from Canada to the United States and becoming a subsidiary of newly formed Keel Infrastructure Corp., a Delaware corporation.
• All outstanding Bitfarms common shares were exchanged for one share of Keil Common Stock; Keil stock will begin trading on Nasdaq and TSX on April 6 2026, while Bitfarms shares will be delisted.
• The new parent, Keil Infrastructure, will assume Bitfarms’ existing business and continue the previously announced normal‑course issuer bid (NCIB) to repurchase its own shares.

Key Details

• Redomiciliation Completion: Approved by shareholders on March 20 2026; final court order issued March 24 2026.
• Share Exchange Ratio: 1 Bitfarms share → 1 Keil common share. All 602,851,137 Bitfarms shares were transferred to Keil (via 1576430 B.C. Unlimited Liability Company).
• Trading Symbols: Keil Common Stock will trade under ticker KEEL on Nasdaq and the Toronto Stock Exchange starting April 6 2026; Bitfarms shares will be delisted simultaneously.
• Corporate Structure: Keil Infrastructure Corp., a Delaware corporation, is now the ultimate parent of Bitfarms and its subsidiaries; principal executive office relocated to New York City.
• NCIB Continuation: Keil will maintain the normal‑course issuer bid originally established by Bitfarms (up to 49,943,031 shares) under the same terms, purchasing shares at market price subject to exchange rules.
• Early Warning Disclosure: Keil filed an early warning report with SEDAR+ on April 1 2026 documenting the acquisition of all Bitfarms shares.
• Advisors: Legal – Skadden, Arps, Slate, Meagher & Flom LLP; Osler, Hoskin & Harcourt LLP. Proxy solicitation – Innisfree M&A Inc.; Laurel Hill Advisory Group. Strategic communications – Joele Frank; Wilkinson Brimmer Katcher.
• Management Quote: CEO Ben Gagnon emphasized the transformation from a Bitcoin mining focus to a pure‑play high‑performance computing (HPC/AI) infrastructure business under the Keel brand.

Notable Quotes

“This rebrand is more than a name change—it’s a testament to what we’ve accomplished to date… We are a pure‑play infrastructure developer and owner, and our entire focus is on providing the energy‑secured sites and facilities that enable our customers to deploy AI compute at the pace and scale they need.” – Ben Gagnon, CEO, Keel Infrastructure

Materiality Assessment: Material – Positive (the redomiciliation creates a new U.S. corporate structure, introduces a new publicly traded ticker, and may broaden access to capital markets.)