Keel Infrastructure Corp. agreed to acquire Bitfarms Ltd. (TSX:BITF) in a reverse merger transaction on February 6, 2026. The consideration consists of common equity of Keel Infrastructure Corp. to be issued for common equity of Bitfarms Ltd. Upon completion of the US Redomiciliation, the ultimate parent company of Bitfarms will be a corporation formed under the laws of the State of Delaware. It is anticipated that this new parent corporation will operate under the name Keel Infrastructure To effect the US Redomiciliation, each outstanding common share of Bitfarms will be exchanged for one share of common stock of Keel Infrastructure (?Keel Infrastructure US Common Stock?) pursuant to the Arrangement. Upon completion of the US Redomiciliation, Keel Infrastructure US Common Stock is expected to trade on the Nasdaq and the Toronto Stock Exchange (the ?TSX?) under the ticker symbol KEEL, subject to receipt of all necessary approvals of the Nasdaq and the TSX.
The transaction is subject to obtaining shareholder, stock exchange and court approval, as well as the satisfaction of all other conditions precedent in the Arrangement Agreement. The deal has been unanimously approved by the board. The expected completion of the transaction is April 1, 2026. Upon completion of the US Redomiciliation, Keel Common Stock is expected to trade on the Nasdaq Stock Market (the ?Nasdaq?) and the Toronto Stock Exchange (the ?TSX?) under the ticker symbol ?KEEL?, subject to receipt of all necessary approvals of the Nasdaq and the TSX. As of February 17, 2026 Bitfarms announced that special meeting of shareholders will be held on March 20, 2026.
Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Bitfarms Ltd. Osler, Hoskin & Harcourt LLP acted as legal advisor for Bitfarms Ltd. Innisfree M&A Incorporated acted as information agent for Bitfarms Ltd. Laurel Hill Advisory Group, LLC acted as information agent for Bitfarms Ltd. TSX Trust Company is appointed to act as depositary to Keel.
Keel Infrastructure Corp completed the acquisition of Bitfarms Ltd. (TSX:BITF) in a reverse merger transaction on April 1, 2026. The transaction has been approved by Bitfarms? shareholders at a special meeting held on March 20, 2026. The Ontario Superior Court of Justice issued its final order approving the Arrangement on March 24, 2026.
Keel Infrastructure Corp. is a digital infrastructure and energy company that develops and owns data centers and energy infrastructure for high-performance computing (HPC) and artificial intelligence (AI) workloads. The Company has a portfolio of assets (its Infrastructure Assets) that include owned and operated power generation facilities with collocated Bitcoin Mining data centers, established grid interconnections within the wholesale electricity market in Pennsylvania, and 100% renewable hydroelectric capacity in Quebec, Canada, and Washington state. Its Infrastructure Assets represent a 2.2 gigawatts (GW) power capacity pipeline, comprising 648 Megawatt (MW) of secured capacity and 1,513 MW of planned capacity in development, located across Pennsylvania and Washington in the United States, and Quebec in Canada.
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