Keel Infrastructure Announces Proposed Offering of $350 Million of Convertible Senior Notes

NEW YORK, June 04, 2026 (GLOBE NEWSWIRE) -- Keel Infrastructure Corp. (NASDAQ/TSX: KEEL), a North American digital and energy infrastructure company (“Keel” or the “Company”), today announced that it intends to offer $350 million aggregate principal amount of convertible senior notes due 2032 (the “Convertible Notes”). 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. Keel also expects to grant 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 offering is subject to market and other conditions and there can be no assurance as to whether, when, or on what terms the offering may be completed.

Description of the Notes

The Convertible Notes will be senior unsecured obligations of the Company and will accrue interest at a rate 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 be convertible into cash, common stock of the Company (“common stock”), or a combination of cash and common stock, at the Company’s election. The initial conversion rate, interest rate, and other terms of the Convertible Notes will be determined at the time of pricing in negotiations with the initial purchasers of the Convertible Notes.

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.

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