Keel Infrastructure raises $458M via 1.25% convertible notes due 2032 at $7.41 conversion price

On June 9, 2026, Keel Infrastructure Corp. (the “Company”) issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of June 9, 2026, among the Company, Bitfarms Ltd., as guarantor (the “Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”). Pursuant to the purchase agreement, dated June 4, 2026, among the Company, the Guarantor and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $58,000,000 aggregate principal amount of Notes. The Notes issued on June 9, 2026 include $58,000,000 aggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.

The Company will have the right to elect to settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Common Stock, or any combination of cash and shares of the Company’s Common Stock. The initial conversion rate is 134.9073 shares of Common Stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $7.41 per share. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to certain conditions, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes, among other events, certain business combination transactions involving the Company.

The Notes were issued to the initial purchasers in reliance upon Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act.

Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a) (9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.

On the Closing Date, the Company issued a press release announcing that it has completed the sale of the Notes, pursuant to the purchase agreement among the Company, the Guarantor and the initial purchasers of the Notes.

Keel Infrastructure Corp. (NASDAQ/TSX: KEEL), a North American digital and energy infrastructure company (“Keel” or the “Company”), today announced that it has closed its offering of $458 million aggregate principal amount of 1.250% convertible senior notes due 2032 (the “Convertible Notes”), which includes the exercise in full of the $58 million option granted to the initial purchasers of the Convertible Notes.

A portion of the net proceeds from this offering was used to fund the cost of entering into the capped call transactions described above. ... Initial cap price of the capped call transaction of $11.86 per share of common stock , which represents a premium of 100% to the last reported sale price of $5.93 per share of common stock on the Nasdaq on June 4, 2026.

The payment obligations under the notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Bitfarms Ltd. (the “guarantor”).

Keel may settle conversions of the Convertible Notes in cash, common stock or a combination of cash and common stock, at its election. Keel will have the right to redeem the Convertible Notes in certain circumstances and will be required to offer to repurchase the Convertible Notes upon the occurrence of certain events. 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 scheduled trading day immediately preceding the maturity date.