Bitfarms Announces Filing and Mailing of Materials for Special Meeting of Shareholders to Approve U.S. Redomiciliation Plan

Executive Summary

• Bitfarms Ltd. announced a plan of arrangement to redomesticate from Canada to the United States and rebrand as Keel Infrastructure, pending shareholder and court approvals.
• The special shareholders’ meeting is scheduled for March 20, 2026 (virtual) where an “Arrangement Resolution” requiring a two‑thirds vote will be presented; the Board unanimously recommends voting FOR the resolution.
• Upon completion (expected around April 1, 2026), the company’s shares will exchange 1:1 for Keel Infrastructure common stock and will trade on Nasdaq and the TSX under ticker KEEL, providing expanded capital access, index eligibility, and reduced regulatory risk.

Key Details

• Meeting Information: Virtual meeting at 9:00 a.m. ET on March 20, 2026; record date set for February 13, 2026; proxy deadline March 18, 2026, 9:00 a.m. ET.
• Interim Order: Obtained on February 13, 2026 from the Ontario Superior Court authorizing the meeting and mailing of the management information circular.
• Arrangement Mechanics: Each outstanding Bitfarms common share will be exchanged for one share of Keel Infrastructure common stock; TSX has conditionally approved the listing of Keel Common Stock.
• Expected Benefits (as outlined by management):
• Access to larger U.S. capital pools and broader investor base.
• Eligibility for inclusion in major indices.
  – Strengthened positioning with government bodies, utilities, and potential customers.
  – Alignment with U.S. data‑center customer requirements.
  – Reduced regulatory and political risk for critical infrastructure businesses.
  – Familiarity of Delaware corporate law to U.S. investors.
• Operational Impact: No anticipated change to existing Canadian or U.S. facilities; Keel Infrastructure will continue the same business activities currently conducted by Bitfarms.
• Shareholder Action Required: Vote “FOR” the Arrangement Resolution (minimum two‑thirds approval needed). Voting instructions and proxy assistance contacts provided for both Canadian and non‑Canadian shareholders.
• Regulatory Filings: Circular and related materials filed with Canadian securities regulators, SEDAR+, and U.S. SEC (EDGAR); available on company website.

Notable Quotes

“We are taking another important step toward completing our U.S. redomiciliation and entering our next phase as Keel Infrastructure,” – CEO Ben Gagnon

This release contains forward‑looking statements regarding the timing, benefits, and regulatory approvals of the U.S. redomiciliation.