Ms. Laine Yonker reports

KEEL INFRASTRUCTURE ANNOUNCES PRICING OF UPSIZED $400 MILLION OF CONVERTIBLE SENIOR NOTES

Keel Infrastructure Corp. has priced its offering of $400-million aggregate principal amount of 1.250 per cent convertible senior notes due 2032. Keel has also granted the initial purchasers of the convertible notes an option to purchase, for a 13-day period beginning on and including the date on which the convertible notes are first issued, up to an additional $58-million aggregate principal amount of the convertible notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $350-million (or $408-million if the initial purchasers exercise their option to purchase the option in full). The payment obligations under the notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by Bitfarms Ltd., a wholly owned subsidiary of Keel. The offering is expected to close, subject to market and other closing conditions on or about June 9, 2026.

Description of the notes

The convertible notes will be senior unsecured obligations of the company and will accrue interest at a rate of 1.250 per cent per annum, payable semi-annually in arrears on Jan. 15 and July 15 of each year, beginning on Jan. 15, 2027. The convertible notes will mature on Jan. 15, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to Oct. 15, 2031, the convertible notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the convertible notes will be convertible at the option of holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The convertible notes will have an initial conversion rate of 134.9073 shares of common stock per $1,000 principal amount of convertible notes, equivalent to an initial conversion price of approximately $7.41 per share of common stock. The initial conversion rate represents a premium of approximately 25 per cent to the last reported sale price of $5.93 per share of common stock on the Nasdaq Stock Market on June 4, 2026. The conversion rate and conversion price will be subject to adjustment in certain circumstances. In addition, if certain corporate events occur or the company delivers a notice of redemption, the company will, in certain circumstances, increase the conversion rate for any convertible notes converted in connection with such corporate event or notice or redemption. The company may settle conversions of the convertible notes in cash, common stock or a combination of cash and common stock, at the company's election.

Use of proceeds

The company intends to use a portion of the net proceeds from this offering to finance the cost of entering into the capped call transactions described below and the remaining net proceeds for general corporate purposes, which may include financing deposits for long-lead equipment and/or collateralizing letters of credit related to expanding and/or accelerating data centre development projects. While the company's existing liquidity is expected to be sufficient to develop Panther Creek, Sharon and Moses Lake through leasing, the proceeds from this offering are expected to improve the company's flexibility to make value-add investments across the company's current developments.

If the initial purchasers exercise their option to purchase additional notes, then the company expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions and the remaining net proceeds for general corporate purposes.

Although the company intends to spend the net proceeds from the offering as set forth above, management will have broad discretion to apply the net proceeds, and the actual use of proceeds may vary significantly from the amounts and expectations above and will depend on a number of factors.

Capped call transactions

In connection with the pricing of the convertible notes, the company entered into privately negotiated capped call transactions with one or more of the initial purchasers of the convertible notes, their respective affiliates and/or other financial institutions. The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the convertible notes, the number of shares of common stock initially underlying the convertible notes, assuming the initial purchasers do not exercise their option to purchase additional notes. If the initial purchasers of the convertible notes exercise their option to purchase additional convertible notes, the company intends to use a portion of the net proceeds from the sale of the additional convertible notes to finance the cost of entering into additional capped call transactions, with the remaining net proceeds used for general corporate purposes.

The capped call transactions are expected generally to reduce potential dilution upon conversion of any convertible notes and/or offset any cash payments the company could be required to make in excess of the principal amount of any converted convertible notes upon conversion thereof, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially $11.86 per share of common stock, which represents a premium of 100 per cent to the last reported sale price of $5.93 per share of common stock on Nasdaq on June 4, 2026, and will be subject to customary anti-dilution adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, the company expects the capped call counterparties or their respective affiliates to purchase shares of common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the convertible notes, and such capped call counterparties or their respective affiliates may unwind these various derivative transactions and purchase the company's common stock in open-market transactions shortly after the pricing of the convertible notes. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the convertible notes at that time. In addition, the capped call counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling common stock or other securities of the company in secondary market transactions following the pricing of the convertible notes and prior to the maturity of the convertible notes (and are likely to do so during any observation period related to a conversion of the convertible notes or if the capped call transactions are otherwise terminated). This activity could also cause or avoid an increase or decrease in the market price of the common stock or the convertible notes, which could affect the ability of holders of the convertible notes to convert the convertible notes and, to the extent the activity occurs during any observation period related to a conversion of the convertible notes, it could affect the number of shares of common stock, if any, and value of the consideration that holders of the convertible notes will receive upon conversion of such convertible notes.

The convertible notes and the common stock issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or registered under any state securities laws, or qualified by a prospectus in any province or territory of Canada. The convertible notes and the common stock may not be offered, sold, or delivered, directly or indirectly, in the United States absent registration under the securities act or an applicable exemption from registration under the securities act. The convertible notes will be offered only to qualified institutional buyers (as defined in Rule 144A under the securities act). Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.

The offering of the convertible notes is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and Nasdaq, and there can be no assurance as to whether, when or on what terms the offering may be completed. The convertible notes issued in connection with the offering and the common stock issuable upon the conversion of the convertible notes will be subject to a statutory hold period in accordance with applicable securities legislation. The company is relying on the exemption under Section 602.1 of the TSX's company manual available to eligible interlisted issuers (as defined in the TSX manual) in respect of the offering.

About Keel Infrastructure Corp.

Keel Infrastructure is a North American digital infrastructure and energy company that develops and owns data centres and energy infrastructure for high-performance computing workloads, including AI (artificial intelligence). With a pipeline of 2.2 gigawatts and established grid interconnections already in place, Keel delivers scalable infrastructure solutions in high-demand power markets across Pennsylvania and Washington in the United States and Quebec in Canada. Keel is headquartered in New York and trades under the ticker symbol KEEL on Nasdaq and the TSX.

On April 1, 2026, Keel became the ultimate parent company of Bitfarms and its subsidiaries pursuant to a statutory plan of arrangement as part of Bitfarms' previously announced intention to redomicile from Canada to the United States and rebrand to Keel Infrastructure. Pursuant to the arrangement, Keel indirectly acquired all issued and outstanding common shares in the capital of Bitfarms, and, in exchange, holders of the common shares of Bitfarms received one share of common stock of Keel per common share of Bitfarms.

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