TORONTO, Ontario and NEW YORK — February 24, 2026 — Leads & Copy — Bitfarms Ltd. (NASDAQ/TSX: BITF) is moving closer to redomiciling from Canada to the United States and rebranding as Keel Infrastructure. The company has filed its management information circular and related materials for an upcoming special meeting of shareholders.
Shareholders will vote on a special resolution to approve the plan of arrangement at the meeting, scheduled for March 20, 2026, at 9:00 a.m. (Eastern time). The company previously obtained an interim order from the Ontario Superior Court of Justice authorizing the meeting and the mailing of the circular.
CEO Ben Gagnon stated that the Board of Directors believes the transition is the right path forward for the company as it completes its strategic pivot. He encouraged shareholders to review the management information circular for more information about the value creation opportunities of becoming a U.S.-domiciled company focused on HPC/AI infrastructure development.
The Board of Directors unanimously recommends that shareholders vote “FOR” the Arrangement Resolution.
Bitfarms anticipates several benefits from becoming a U.S. domiciled company:
- Expanded access to new capital pools
- Increased eligibility for index inclusion
- Strengthened commercial positioning with government bodies, utility partners and potential customers
- Enhanced alignment with U.S. customer requirements for data centers
- Reduced regulatory and political risk related to critical infrastructure and sensitive-data businesses
- Greater familiarity of Delaware law to U.S. investors
- Simplified comparison to other U.S. companies and peers
Under the arrangement, each outstanding common share of Bitfarms will be exchanged for one share of common stock of Keel Infrastructure. The Toronto Stock Exchange has conditionally approved the arrangement and the listing of Keel Common Stock, which is expected to trade on Nasdaq and the TSX under the ticker symbol KEEL upon completion of the redomiciliation.
The company’s existing operations and facilities in Canada and the United States are not expected to be affected. Keel Infrastructure and its subsidiaries will continue the business currently conducted by Bitfarms and its subsidiaries.
The redomiciliation is expected to be completed on or about April 1, 2026, pending shareholder and court approvals and the satisfaction of all other conditions.
Shareholders can access the Meeting by visiting https://virtual-meetings.tsxtrust.com/1891 (password: bitfarms2026). The company has fixed February 13, 2026 as the record date for determining those shareholders entitled to receive notice of and to vote at the Meeting. Even if you plan to attend the Meeting, the Company recommends that you vote your shares in advance of the proxy deadline of 9:00am (Eastern Time) on March 18, 2026. Additional details about how to vote can be found in the Circular or accessed at investor.bitfarms.com/bitfarms-us-redomiciliation.
Shareholders needing assistance or with questions about voting can contact Laurel Hill Advisory Group (Canada) at 1-877-452-7184 (North American toll free) or 416-304-0211 (outside North America), by texting “INFO” to either number, or by email at assistance@laurelhill.com. Shareholders outside of Canada can contact Innisfree M&A Incorporated by phone at 1-877-687-1871 (for U.S. and Canada toll free) or 412-232-3651 (other countries).
The terms and conditions of the Arrangement have been disclosed in further detail in the Circular and related documents that have been mailed to shareholders, filed with the Canadian securities regulatory authorities and made available under the Company’s SEDAR+ profile at www.sedarplus.com, under the Company’s EDGAR profile at www.sec.gov and on the Company’s website at www.bitfarms.com. Shareholders are encouraged to carefully read the Circular in its entirety.
Bitfarms is a North American digital infrastructure and energy company that builds and operates vertically integrated data centers and energy infrastructure for high-performance computing, with a legacy Bitcoin mining operation. It was founded in 2017 and is headquartered in New York, NY and Toronto, ON and traded on the Nasdaq and TSX.
Source: Bitfarms Ltd.
