Bitfarms Shareholders OK Plan to Swap Shares Into New Delaware Parent Keel Infrastructure

Key Points

• Shareholders approved a special resolution to exchange each existing Bitfarms common share for one share of common stock of newly incorporated Delaware entity Keel Infrastructure Corp., which will become Bitfarms’ ultimate parent.
• The arrangement was supported unanimously by the board and independent proxy advisers and passed on a preliminary count with 173,274,022 votes for and 1,173,232 against (approval required ≥ 66 2/3%).
• Management said the change is a key step in the company’s “pivot to the U.S.” and that operations are expected to continue “from April 1 onward as Keel Infrastructure,” with final scrutineer reports and SEDAR filings to follow.

Bitfarms NASDAQ: BITF shareholders approved a special resolution at a virtual special meeting to implement a proposed plan of arrangement that will exchange each existing Bitfarms common share for one share of common stock of Keel Infrastructure Corp., a newly incorporated Delaware entity that will become the ultimate parent company of Bitfarms and its subsidiaries.

Meeting details and quorum

The meeting was chaired by Edie Hofmeister, chair of the board of directors. Directors Brian Howlett, Fanny Philip, Wayne Duso, Amy Freedman, and CEO Benjamin Gagnon were in attendance, along with CFO Jonathan Mir and Global General Counsel Rachel Silverstein, who also served as secretary of the meeting. TSX Trust Company, represented by Julie Kim, was appointed as scrutineer.

Hofmeister said notice of the special meeting and the Management Information Circular dated Feb. 17, 2026 were mailed to shareholders of record as of Feb. 13, 2026, and were also filed and made available on SEDAR.

Based on the preliminary scrutineer’s report, 374 shareholders were represented by proxy and management proxies representing 177,194,069 shares. With 602,727,574 shares issued and outstanding as of the record date, Hofmeister said approximately 29.399% of outstanding shares were represented. She declared that quorum was present and that the meeting was properly called and constituted.

Proposed arrangement: exchange into Keel Infrastructure

The purpose of the meeting, Hofmeister said, was for shareholders—pursuant to an interim order of the Ontario Superior Court of Justice dated Feb. 13, 2026—to consider and vote on a special resolution approving the arrangement.

Under the proposal described during the meeting:

• Each existing Bitfarms common share will be exchanged for one share of common stock of Keel Infrastructure Corp.
• Keel Infrastructure is a newly incorporated entity formed under the laws of the State of Delaware.
• Following completion, Keel Infrastructure will become the ultimate parent company of Bitfarms and its subsidiaries.

Hofmeister noted that the full text of the special resolution, referred to as the Arrangement Resolution, was included in Appendix A of the Management Information Circular.

Board and proxy advisor recommendations

Hofmeister said the Bitfarms board unanimously recommended shareholders vote in favor of the Arrangement Resolution. She also stated that independent proxy advisory firms, including Institutional Shareholder Services Inc., supported the proposal and recommended shareholders vote for it.

To pass, the Arrangement Resolution required approval by at least 66 2/3% of the votes cast by holders of Bitfarms common shares present in person or represented by proxy at the meeting. Hofmeister added that unless otherwise directed, management would vote all shares for which they were designated proxy in favor of the resolution.

Voting results

Rachel Silverstein moved the motion and Jonathan Mir seconded it. After no discussion or questions were raised, voting proceeded by electronic ballot, with polls remaining open until just before the conclusion of formal business.

Hofmeister reported that, based on the scrutineers’ preliminary report for management proxies received prior to the meeting, votes were as follows:

• For: 173,274,022 shares
• Against: 1,173,232 shares

Based on that preliminary report, Hofmeister declared the Arrangement Resolution passed. She said a final report would be provided by the scrutineers after the meeting and incorporated into the minutes, and that the percentage of votes for and against would be disclosed in a press release to be filed on SEDAR.

Next steps and timing

No shareholder questions relating to the formal business were received, according to Silverstein. Hofmeister closed the meeting by calling the vote an “important milestone” and thanking shareholders for their support during what she described as a transformational process.

Hofmeister said the company looked forward to “completing the final phase of our pivot to the U.S.” and continuing operations “from April 1 onward as Keel Infrastructure.”

About Bitfarms NASDAQ: BITF

Bitfarms Ltd. is a publicly traded, vertically integrated Bitcoin mining company listed on the NASDAQ under the ticker BITF. The company engages in the large-scale operation of cryptocurrency mining farms, leveraging specialized computing hardware to validate and secure the Bitcoin blockchain. By converting electrical energy into computing power, Bitfarms plays a critical role in processing transactions on the Bitcoin network and earning mining rewards.

Bitfarms operates data centers in several jurisdictions with access to low-cost, primarily renewable energy sources.

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