Core Viewpoint - Bitfarms Ltd. is set to redomicile from Canada to the United States and rebrand as Keel Infrastructure, with the process expected to be completed on or about April 1, 2026, following shareholder approval and necessary court approvals [1][3]. Group 1: Shareholder Approval - At a special meeting, approximately 99.3% of votes cast were in favor of the redomiciliation and rebranding plan, which required at least 66% approval from common shareholders [2]. - The CEO expressed gratitude to shareholders for their support, highlighting the strategic pivot and restructuring efforts made over the past year [2]. Group 2: U.S. Redomiciliation Details - The U.S. Redomiciliation is contingent upon obtaining court approvals and satisfying other conditions [3]. - The Toronto Stock Exchange has conditionally approved the arrangement, and shares of Keel Infrastructure are expected to begin trading on Nasdaq and TSX under the ticker "KEEL" two business days after the completion of the redomiciliation [3]. Group 3: Company Overview - Bitfarms is a North American digital infrastructure and energy company that develops and owns data centers and energy infrastructure for high-performance computing workloads, including artificial intelligence [5]. - The company has a 2.1 GW North American energy portfolio, which includes energized, under development, and pipeline megawatts located in established data center clusters [5].

Core Viewpoint - Bitfarms Ltd. is advocating for its U.S. redomiciliation, supported by independent proxy advisory firms, which is expected to enhance access to U.S. capital and mitigate regulatory risks [1][2]. Group 1: U.S. Redomiciliation - The U.S. redomiciliation is aimed at providing better access to U.S. capital, potential inclusion in additional indices, and alignment with U.S. shareholder and customer requirements [2]. - The transition from a foreign private issuer to a domestic SEC filer status is expected to unlock value creation opportunities for Bitfarms [2]. - The Arrangement Resolution requires approval from at least two-thirds of the votes cast at the upcoming shareholder meeting [4]. Group 2: Shareholder Engagement - Shareholders are encouraged to vote in favor of the Arrangement Resolution, with the meeting scheduled for March 20, 2026 [1][4]. - The record date for determining eligible shareholders is set for February 13, 2026, and shareholders are advised to vote their shares before the proxy deadline on March 18, 2026 [4]. Group 3: Company Overview - Bitfarms is a North American digital infrastructure and energy company that operates data centers and energy infrastructure for high-performance computing and next-generation technology applications [8]. - The company maintains a 2.1 GW North American energy portfolio, which includes energized, under development, and pipeline megawatts located in established data center clusters [9].

Core Viewpoint - Bitfarms is undergoing a strategic transition to redomicile from Canada to the United States and rebrand as Keel Infrastructure, aiming to enhance long-term shareholder value and capitalize on new opportunities in high-performance computing and AI infrastructure [4][5]. Meeting Details - A special meeting of shareholders is scheduled for March 20, 2026, to approve the U.S. redomiciliation and rebranding plan, requiring a two-thirds majority vote [2][8]. Legal and Procedural Matters - The Ontario Superior Court of Justice has granted an interim order allowing the meeting and the distribution of related materials to shareholders [3]. Strategic Rationale - The CEO emphasized that the transition is a critical step in the company's strategic pivot, with expectations of unlocking value as a U.S.-domiciled entity focused on HPC/AI infrastructure [4][5]. Arrangement Details - Each outstanding common share of Bitfarms will be exchanged for one share of Keel Common Stock, which is expected to trade on Nasdaq and the TSX under the ticker symbol KEEL [5][6]. Operational Impact - The U.S. redomiciliation is not anticipated to affect existing operations or facilities in Canada and the U.S., with Keel Infrastructure continuing the current business activities of Bitfarms [6]. Expected Benefits - The company expects several advantages from the redomiciliation, including expanded access to capital, increased index eligibility, improved commercial positioning, and reduced regulatory risks [7][15].

Core Viewpoint - Bitfarms Ltd. has appointed Edie Hofmeister as the new Chair of the Board, succeeding Brian Howlett, as part of its strategy to redomicile to the United States, aiming to enhance access to U.S. capital and broaden its investor base [1][3]. Group 1: Leadership Transition - Edie Hofmeister brings over 20 years of experience in legal affairs, corporate governance, and business strategy, having previously served in senior leadership roles and guided multinational companies through various financial processes [2]. - Brian Howlett, who has been with Bitfarms since 2020, will continue to serve as an Independent Director after stepping down as Chairman [1][3]. Group 2: Strategic Focus - The redomiciliation to the U.S. is expected to improve Bitfarms' eligibility for inclusion in certain stock indices and increase access to U.S. capital pools [3]. - The company aims to maintain strong governance while executing its HPC/AI growth strategy during this transition [3]. Group 3: Company Overview - Bitfarms is a North American energy and digital infrastructure company focused on building and operating data centers and energy infrastructure for high-performance computing and Bitcoin mining [4]. - The company has a 2.1 GW energy portfolio in North America, which includes energized, under development, and pipeline megawatts, strategically located in areas with robust power and fiber access [4].