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U.S. Redomiciliation is an Important Step in Bitfarms’ Strategic Pivot and Rebrand as Keel Infrastructure
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Board of Directors Unanimously Recommends Shareholders Vote FOR the Arrangement Resolution
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Voting is Now Open: Bitfarms Shareholders are Encouraged to Vote Now in Support of the U.S. Redomiciliation
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TORONTO, Ontario and NEW YORK, Feb. 24, 2026 (GLOBE NEWSWIRE) — Bitfarms Ltd. (NASDAQ/TSX: BITF) (“Bitfarms” or the “Company”), a North American digital infrastructure and energy company, today announced that its management information circular (the “Circular”) and related materials in connection with the Company’s upcoming special meeting of shareholders (the “Meeting”) have been filed publicly and are being mailed to shareholders.
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Meeting Details
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As previously announced, the Meeting will be held virtually at 9:00 a.m. (Eastern time) on March 20, 2026 to approve the Company’s plan of arrangement (the “Arrangement”), under which Bitfarms will redomicile from Canada to the United States (the “U.S. Redomiciliation”) and rebrand as Keel Infrastructure, subject to receipt of shareholder and court approvals. At the Meeting, Bitfarms shareholders will be asked to consider a special resolution (the “Arrangement Resolution”) to approve the proposed Arrangement.
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The Company also announced that on February 13, 2026, it obtained an interim order (the “Interim Order”) from the Ontario Superior Court of Justice (Commercial List) authorizing various procedural matters, including the holding of the Meeting and the mailing of the Circular and related materials. The Meeting is to be held in accordance with the terms of the Interim Order.
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“We are taking another important step toward completing our U.S. redomiciliation and entering our next phase as Keel Infrastructure,” said CEO Ben Gagnon. “Having conducted a thorough review of potential opportunities to enhance long-term shareholder value over the last year, the Board is confident this transition is the right path forward for our company as we complete our strategic pivot. We encourage our shareholders to review our management information circular for additional information about the value creation opportunities we believe we will unlock as a U.S.-domiciled company focused on HPC/AI infrastructure development.”
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The Board unanimously recommends that shareholders vote “FOR” the Arrangement Resolution. As a U.S. domiciled company, Bitfarms expects to benefit from:
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- 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; and
- Simplified comparison to other U.S. companies and peers.
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Arrangement Details
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To effect the U.S. Redomiciliation, each outstanding common share of Bitfarms will be exchanged for one share of common stock of Keel Infrastructure (“Keel Common Stock”) pursuant to the Arrangement. In connection with the U.S. Redomiciliation, the Toronto Stock Exchange (the “TSX”) has conditionally approved the Arrangement and the listing of Keel Common Stock, and upon completion of the U.S. Redomiciliation, Keel Common Stock is expected to trade on Nasdaq and the TSX under the ticker symbol KEEL, subject to fulfilling all of the listing requirements of the TSX and Nasdaq, respectively.
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