Mr. Ben Gagnon reports

BITFARMS ANNOUNCES FILING AND MAILING OF MATERIALS FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE U.S. REDOMICILIATION PLAN

Bitfarms Ltd.'s management information circular and related materials in connection with the company's coming special meeting of shareholders have been filed publicly and are being mailed to shareholders.

Meeting details

As previously announced, the meeting will be held virtually at 9 a.m. Eastern Time on March 20, 2026, to approve the company's plan of arrangement, under which Bitfarms will redomicile from Canada to the United States 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 to approve the proposed arrangement.

The company also announced that, on Feb. 13, 2026, it obtained an 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.

"We are taking another important step toward completing our U.S. redomiciliation and entering our next phase as Keel Infrastructure," said chief executive officer 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 [high-performance computing/artificial intelligence] infrastructure development."

The board unanimously recommends that shareholders vote for the arrangement resolution. As a U.S.-domiciled company, Bitfarms expects to benefit from:

• 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 centres;
• Reduced regulatory and political risk related to critical infrastructure and sensitive-data businesses;
• Greater familiarity of Delaware law to U.S. investors;
• Simplified comparison with other U.S. companies and peers.

Arrangement details

To effect the U.S. redomiciliation, each outstanding common share of Bitfarms will be exchanged for one share of common stock of Keel Infrastructure pursuant to the arrangement. In connection with the U.S. redomiciliation, the Toronto Stock Exchange 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 the Nasdaq Stock Market and the TSX under the ticker symbol KEEL, subject to fulfilling all of the listing requirements of the TSX and Nasdaq, respectively.

The U.S. redomiciliation is not expected to impact the company's existing operations or facilities in Canada and the United States. Following completion of the U.S. redomiciliation, Keel Infrastructure and its subsidiaries will carry on the business currently conducted by Bitfarms and its subsidiaries.

The U.S. redomiciliation is expected to be completed on or about April 1, 2026, subject to obtaining shareholder and court approvals, as well as the satisfaction of all other conditions precedent.

Bitfarms' board of directors encourages shareholders to vote for the arrangement resolution today

Your vote is important, no matter how many shares you own. The arrangement resolution requires approval by at least two-thirds of the votes cast at the meeting. Shareholders can access the meeting on-line (password: bitfarms2026). The company has fixed Feb. 13, 2026, as the record date for determining those shareholders entitled to receive notice of and to vote at the meeting. Even if you plan to attend the meeting, the company recommends that you vote your shares in advance of the proxy deadline of 9 a.m. Eastern Time on March 18, 2026. Additional details about how to vote can be found in the circular or accessed on Bitfarms' website.

If you need assistance or have questions about how to vote your shares, Bitfarms' proxy solicitation agents are standing by to help. Shareholders in Canada can contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (North American toll-free) or 416-304-0211 (outside North America), by texting INFO to either number, or by e-mail at assistance@laurelhill.com. Shareholders outside of Canada can contact Innisfree M&A Inc. by phone at 1-877-687-1871 (for U.S. and Canada toll-free) or 412-232-3651 (other countries).

The terms and conditions of the arrangement have been disclosed in further detail in the circular and related documents that have been mailed to shareholders, filed with the Canadian securities regulatory authorities and made available under the company's SEDAR+ profile, under the company's EDGAR profile and on the company's website. Shareholders are encouraged to carefully read the circular in its entirety.

About Bitfarms Ltd.

Bitfarms is a North American digital infrastructure and energy company that builds and operates vertically integrated, data centres and energy infrastructure for high-performance computing, with a legacy bitcoin mining operation.

Bitfarms' 2.1-gigawatt North American energy portfolio, comprising energized, under-development and pipeline megawatts, is clustered in data centre hot spots with robust access to power and fibre infrastructure.

Bitfarms was founded in 2017 and is a proven leader in digital infrastructure with operations throughout the Americas. Bitfarms is headquartered in New York, N.Y., and Toronto, Ont., and traded on Nasdaq and the TSX.

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