Keel Infrastructure Corp. (TSX:KEEL), a North American digital and energy infrastructure company ("Keel" or the "Company"), today announced that it has priced its offering of $400 million aggregate principal amount of 1.250% convertible senior notes due 2032 (the "Convertible Notes"). 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 annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Convertible Notes will mature on January 15, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to October 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% to the last reported sale price of $5.93 per share of common stock on the Nasdaq 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 fund the cost of entering into the capped call transactions described below and the remaining net proceeds for general corporate purposes, which may include funding deposits for long-lead equipment and/or collateralizing letters of credit related to expanding and/or accelerating data center 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.