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

• Shareholders approved a peculiar solution to speech each existing Bitfarms communal stock for one share of communal banal of recently incorporated Delaware entity Keel Infrastructure Corp., which volition go Bitfarms’ eventual parent.

• The statement was supported unanimously by the committee and autarkic proxy advisers and passed connected a preliminary number with 173,274,022 votes for and 1,173,232 against (approval required ≥ 66 2/3%).

• Management said the alteration is simply a cardinal measurement successful the company’s “pivot to the U.S.” and that operations are expected to proceed “from April 1 onward arsenic Keel Infrastructure,” with last scrutineer reports and SEDAR filings to follow.

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Bitfarms (NASDAQ:BITF) shareholders approved a peculiar solution astatine a virtual peculiar gathering to instrumentality a projected program of statement that volition speech each existing Bitfarms communal stock for 1 stock of communal banal of Keel Infrastructure Corp., a recently incorporated Delaware entity that volition go the eventual genitor institution of Bitfarms and its subsidiaries.

The gathering was chaired by Edie Hofmeister, seat of the committee of directors. Directors Brian Howlett, Fanny Philip, Wayne Duso, Amy Freedman, and CEO Benjamin Gagnon were successful attendance, on with CFO Jonathan Mir and Global General Counsel Rachel Silverstein, who besides served arsenic caput of the meeting. TSX Trust Company, represented by Julie Kim, was appointed arsenic scrutineer.

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Hofmeister said announcement of the peculiar gathering and the Management Information Circular dated Feb. 17, 2026 were mailed to shareholders of grounds arsenic of Feb. 13, 2026, and were besides filed and made disposable connected SEDAR.

Based connected the preliminary scrutineer’s report, 374 shareholders were represented by proxy and absorption proxies representing 177,194,069 shares. With 602,727,574 shares issued and outstanding arsenic of the grounds date, Hofmeister said astir 29.399% of outstanding shares were represented. She declared that quorum was contiguous and that the gathering was decently called and constituted.

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The intent of the meeting, Hofmeister said, was for shareholders—pursuant to an interim bid of the Ontario Superior Court of Justice dated Feb. 13, 2026—to see and ballot connected a peculiar solution approving the arrangement.