Keel Infrastructure's Business Segments

Bitfarms is a North American digital and energy infrastructure company specializing in the development, ownership, and operation of data centers and energy infrastructure for high-performance computing (HPC) and artificial intelligence (AI) workloads. Founded in 2017, the company is publicly traded on Nasdaq and the Toronto Stock Exchange under the ticker "BITF." Bitfarms plans to complete a U.S. redomiciliation in 2026, transitioning to Keel Infrastructure Corp. The company owns infrastructure assets including power generation facilities with collocated Bitcoin mining data centers, grid interconnections in the PJM Interconnection market in Pennsylvania, and 100% renewable hydroelectric capacity in Canada and Washington state. These assets comprise a 2.2 gigawatt (GW) power capacity pipeline, with 648 megawatts (MW) secured and 1,513 MW planned. Currently, these assets support Bitcoin mining operations managed for cash generation, which are expected to wind down as HPC data center construction begins. Bitfarms is shifting its focus to HPC infrastructure as its primary growth area, developing data centers to lease capacity to hyperscalers, cloud providers, AI companies, and enterprises under long-term contracts. Initial revenue from this segment is anticipated in 2027. The company utilizes its interconnected power positions, infrastructure development capabilities, and operational expertise in power and energy management to compete in the HPC and AI data center market.

The registrant operates two primary business segments: a legacy segment focused on Bitcoin mining and a primary growth segment targeting high-performance computing (HPC) data center operators. The Bitcoin mining segment faces challenges including increasing computational complexity, price volatility, and competition from new entrants, which may affect profitability. In the power generation industry, the registrant competes with companies that have greater financial resources, lower cost structures, superior risk management, and access to subsidies. Competition also exists in acquiring energy-advantaged land, grid interconnections, engineering and operational talent, and customers for scalable, energy-efficient data center capacity supporting HPC and artificial intelligence workloads. The registrant recognizes risks associated with competitors' strategic acquisitions and alliances and the potential negative impact of unsuccessful competition. Additionally, the registrant relies on key employees for management and operations and faces risks related to the loss or inability to attract such personnel, which could adversely affect its business and financial condition. The registrant does not intend to obtain key person insurance for these individuals.