Mr. Ben Gagnon reports

BITFARMS ANNOUNCES U.S. REDOMICILIATION PLAN AND INTENT TO REBRAND AS KEEL INFRASTRUCTURE

Bitfarms Ltd.'s board of directors has approved a plan of arrangement under which the company will redomicile from Canada to the United States, subject to receipt of shareholder, stock exchange and court approvals.

The arrangement is the culmination of a comprehensive strategic review process undertaken by the board over the past 12 months, including ongoing analysis of investor sentiment and capital markets trends to identify opportunities to enhance long-term shareholder value. The board of directors unanimously determined that the United States redomiciliation is in the best interests of Bitfarms, and unanimously recommends that the shareholders of the company vote in favour of the arrangement.

Chief executive officer Ben Gagnon stated: "Bitfarms is officially launching the final phase of our pivot to the U.S., positioning us to more effectively execute on the significant opportunities we see ahead in HPC/AI infrastructure development. This transition will expand our access to new sources of capital, increase our eligibility for index inclusion and simplify our story for U.S. investors, among other benefits that we believe support our ability to continue creating value for our shareholders. As a business, fortifying our U.S. footprint will bring significant benefits including reducing complexity for potential customers and enhancing our current relationships with suppliers and energy providers. We look forward to continued engagement with our shareholders to outline our clear path forward for value creation as a U.S. company."

Upon completion of the U.S. redomiciliation, the ultimate parent company of Bitfarms will be a corporation formed under the laws of the State of Delaware. It is anticipated that this new parent corporation will operate under the name Keel Infrastructure.

"Our new name reflects how we think about infrastructure, how we're building this company and how we want to serve our future customers," Mr. Gagnon continued. "The keel is the structural backbone of a vessel -- the largely unseen but critical foundation that provides stability and converts energy into forward motion. It represents our commitment to becoming an infrastructure partner that enables customers to achieve their goals in the HPC/AI revolution that will continue for years to come. We are no longer a bitcoin company, we are an infrastructure-first owner and developer for HPC/AI data cenres across North America. As we enter this next chapter, our focus is simple: we're building the infrastructure for the compute of the future."

To effect the U.S. redomiciliation, each outstanding common share of Bitfarms will be exchanged for one share of common stock of Keel Infrastructure pursuant to the arrangement. Upon completion of the U.S. redomiciliation, Keel Infrastructure U.S. common stock is expected to trade on the Nasdaq and the Toronto Stock Exchange (the TSX) under the ticker symbol KEEL, subject to receipt of all necessary approvals of the Nasdaq and the TSX.

The U.S. redomiciliation is consistent with Bitfarms' strategic focus on expanding its U.S. operations and U.S.-based HPC/AI infrastructure and follows the company's August, 2025, commitment to convert to U.S. GAAP (generally accepted accounting principles) as part of this broader strategy. As part of this focus, Bitfarms' office in New York will be the company's sole principal executive office following completion of the U.S. redomiciliation.

The U.S. redomiciliation is not expected to impact the company's existing operations or facilities in Canada and the United States. Following completion of the U.S. redomiciliation, Keel Infrastructure and its subsidiaries will carry on the business currently conducted by Bitfarms and its subsidiaries.

As part of the U.S. redomiciliation process, Bitfarms has engaged outside advisers to assist in the transaction. These include Skadden, Arps, Slate, Meagher & Flom LLP, and Osler, Hoskin & Harcourt LLP serving as legal advisers, and Innisfree M&A Inc. and Laurel Hill Advisory Group serving as proxy solicitation agents. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications adviser.

The U.S. redomiciliation is expected to be completed on or about April 1, 2026, subject to obtaining shareholder, stock exchange and court approvals, as well as the satisfaction of all other conditions precedent.

The company will seek shareholder approval of the arrangement at a special meeting of the shareholders to be held at 9 a.m. Eastern Time on March 20, 2026. Shareholders of record at the close of business on Feb. 13, 2026, the record date for the meeting, will receive notice of and be entitled to vote at the meeting. The terms and conditions of the arrangement will be disclosed in further detail in a management information circular to be mailed to shareholders in advance of the meeting. A copy of the management information circular and related documents will also be filed with the Canadian securities regulatory authorities and will be available under the company's SEDAR+ profile, under the company's EDGAR profile and on the company's website.

Macquarie debt facility update

On Feb. 5, 2026, Bitfarms provided formal notice to repay in full all amounts outstanding under its $300-million debt facility with Macquarie Group's commodities and global markets business.

"Bitfarms originally secured and converted this debt facility to accelerate development at Panther Creek. To date it has successfully funded our progress towards notice to proceed (NTP), including permit applications and securing long lead time items, like substations," said Jonathan Mir, chief financial officer. "Repaying the Macquarie debt facility is a strategic move that strengthens our balance sheet and grants us the financial flexibility to secure more cost-effective project financing. This is integral as we execute on the secured electrical capacity at our Panther Creek site. Our strong liquidity profile enables us to take this step now, ensuring we can allocate resources efficiently to maximize the value of our entire portfolio and continue advancing all our sites to NTP."

Bitfarms maintains a strong liquidity profile to support this repayment. As of Feb. 5, 2026, the company holds $698-million in net liquidity, consisting mostly of unrestricted cash and some bitcoin. This strong liquidity position allows for the full retirement of the debt facility while still maintaining ample capital availability for continuing development at the Panther Creek, Washington and Sharon sites.

Bitfarms entered into the initial agreement for the debt facility on April 2, 2025, with the intent of providing financing for project development. On Oct. 10, 2025, the facility was converted to a project-specific financing facility, for the development of Bitfarms' Panther Creek campus. As of Feb. 4, 2026, the total amount drawn on the debt facility stood at $100-million. Net of $50-million of restricted cash under the terms of the Macquarie debt facility, Bitfarms' net liquidity will decrease by $50-million upon full repayment.

About Bitfarms Ltd.

Bitfarms is a North American digital infrastructure and energy company that builds and operates vertically integrated, state-of-the-art data centres and energy infrastructure for high performance computing, with a legacy bitcoin mining operation.

Bitfarms' 2.1-gigawatt North American energy portfolio, comprising energized, under development and pipeline MW, is clustered in data centre hotspots with robust access to power and fibre infrastructure.

Bitfarms was founded in 2017 and is a proven leader in digital infrastructure with operations throughout the Americas. Bitfarms is headquartered in New York, N.Y., and Toronto, Ont., and traded on the Nasdaq and Toronto Stock Exchange.

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