Bitfarms announces submission and sending of documents for special shareholder meeting

Bitfarms Ltd. has recently made an important announcement regarding their strategic pivot and rebranding as Keel Infrastructure. The company has filed and mailed materials for a special meeting of shareholders to approve their U.S. redomiciliation plan. Bitfarms is a North American digital infrastructure and energy company that is paving the way for significant changes in its structure and operation.

The virtual special meeting of shareholders to approve the Company’s plan of arrangement (the “Arrangement”) is scheduled for March 20, 2026, at 9:00 a.m. Eastern time. The Arrangement involves Bitfarms redomiciling from Canada to the United States and undergoing a rebranding as Keel Infrastructure. The company is urging shareholders to vote in favor of the proposed Arrangement to solidify this transition. Bitfarms’ management has conducted a comprehensive review of potential opportunities aimed at enhancing long-term shareholder value, leading to their decision to shift its focus. The Board of Directors unanimously recommends voting in favor of the Arrangement Resolution.

Once the redomiciliation is complete, Bitfarms, now Keel Infrastructure, anticipates several benefits, such as expanded access to new capital pools, better eligibility for index inclusion, and strengthened commercial ties with government entities, utility partners, and potential customers. Furthermore, aligning with U.S. customer requirements for data centers and reducing regulatory and political risks regarding critical infrastructure and sensitive-data businesses are additional advantages. Simplifying comparisons to other U.S. companies and peers is part of Bitfarms’ long-term strategy for growth and development.

Under this restructured arrangement, each outstanding common share of Bitfarms will be exchanged for one share of common stock of Keel Infrastructure (“Keel Common Stock”). As a result, Keel Common Stock is expected to be listed for trading on Nasdaq and the Toronto Stock Exchange (TSX) under the ticker symbol KEEL. The U.S. Redomiciliation is set to be completed by April 1, 2026, pending shareholder and court approvals, as well as meeting all other necessary conditions.

Bitfarms is encouraging all shareholders to participate in voting for the Arrangement Resolution, emphasizing that all votes are crucial regardless of the number of shares owned. The resolution requires a two-thirds approval rate from votes cast at the special meeting. Shareholders are advised to vote in advance of the proxy deadline to ensure their voices are heard. Detailed voting instructions are available to ensure a smooth and straightforward voting process.

In conclusion, Bitfarms’ upcoming U.S. redomiciliation marks a significant turning point for the company as it seeks to align its operations with U.S. regulations and standards. Shareholders are encouraged to participate and vote in favor of the Arrangement Resolution to support Bitfarms’ strategic pivot and transition to Keel Infrastructure. More information about the Arrangement can be found in the Circular and related documents provided by the company. It is important for shareholders to carefully review all materials before the upcoming special meeting.