Bitfarms FY2025 Earnings Call - Rebrand to Keel Infrastructure and Full Pivot to 2.2 GW North American HPC/AI Pipeline

Bill Papanastasiou, Analyst, Chardan Capital Markets2: day, and welcome to the Bitfarms’ Fiscal 2025 conference call. At this time, all participants are in listen-only mode. After the speaker’s presentation, there’ll be a question and answer session. Instructions will be given at that time. Please note this call is being recorded. I would like to turn the call over to Jennifer Drew-Bear from Bitfarms Investor Relations. Please go ahead.

Jennifer Drew-Bear, Investor Relations, Bitfarms (Keel Infrastructure): Thank you, and welcome to Bitfarms’ Fiscal Year 2025 conference call. With me on the call today are Ben Gagnon, Chief Executive Officer and Director, and Jonathan Mir, Chief Financial Officer. Before we begin, please note this call is being webcast with an accompanying slide presentation. Today’s press release and our presentation can be accessed on our website under the investor section. Turning to slide 2. I’d like to remind everyone that certain forward-looking statements will be made during the call, and that future results could differ from those implied in this statement. The forward-looking information is based on certain assumptions and is subject to risks and uncertainties. I invite you to consult Bitfarms’ 10-K for a complete list. Also, please note that references will be made to certain non-GAAP financial measures and therefore may not be comparable to similar measures presented by other companies.

We invite listeners to refer to today’s press release and our 10-K for definitions of the aforementioned non-GAAP measures and their reconciliations to GAAP measures. Please note that all financial references are denominated in U.S. dollars unless otherwise noted. Now turning to slide three, it is my pleasure to turn over the call to Ben Gagnon, Director and Chief Executive Officer. Ben, the floor is yours.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Good morning, everyone, and welcome to our Fiscal Year 2025 earnings call. In 2025, we made a bold decision to walk away from our legacy business, Bitcoin, and build the infrastructure in North America for what comes next, HPC and AI. It was a year of deliberate and consequential transformation with a clear mandate, secure North American pipeline, strengthen our balance sheet, accelerate site development, and position ourselves to engage customers from a place of operational momentum at the peak of the energy bottleneck constraining the growth of AI. I can say with confidence and pride that we accomplished exactly what we set out to do. The foundation you see today, the capital structure, the sites, the team, the strategy, was engineered through deliberate choices, developed with discipline, and built to propel us forward.

We made foundational changes to reposition the business and made 100% of our focus on North American HPC infrastructure development. No half-measures, no compromises, and in time, no Bitcoin. We built a new company, and while we are presenting as Bitfarms today, tomorrow marks our beginning as Keel Infrastructure. The name says it all. A keel is the bottommost structural component of a vessel. It’s what keeps it stable and moving forward in the right direction, regardless of the condition above the waterline. It is structural, it is essential, and it is exactly how we see our role in the HPC and infrastructure landscape. We are not here to compete with hyperscalers or Neoclouds. We are here to enable them. Our focus is providing the critical and largely invisible foundation that will allow the world’s most advanced AI platforms to deploy on time and scale without interruption.

We expect to close the re-domiciliation and finalize our rebranding efforts tomorrow, April first, and will begin trading under the ticker Keel 2 business days after completion of the transaction on the Nasdaq and the TSX. We are entering this new phase from a position of strength. With over 2 gigawatts in our pipeline, Keel is a regional leader with some of the largest power land portfolios in some of the highest demand markets in North America, and with robust financial strength to execute against our plan. Our current liquidity is far in excess of the CapEx budgeted to get us through permitting and ultimately to start signing leases, giving the company significant financial flexibility to execute on our strategy. Our strategy is equally as clear. We are designing all of our site and campus developments as either powered shell or colocation facilities.

We believe this is where we can deliver the most value to shareholders and serve our potential customers at the speed and to the specifications they need. We were originally exploring, in parallel to colocation, the potential benefits of pursuing a small amount of GPU-as-a-service at our Washington site, Moses Lake, where due to the lowest cost power for data centers in the country and a relatively smaller footprint, we believed it could be an avenue to drive additional shareholder value. Since our last quarterly call, we have spoken with an increased volume of potential customers. It’s clear from those conversations, the most accretive business model for the site is one of colocation. This is not specific to Moses Lake and applies to all of our other sites as well, where demand is even higher.

We will focus on what we do best, being an infrastructure developer and owner. This plays directly to our core competencies. We are a team of developers united by disciplined action, building cost-effective, institutional-grade infrastructure at the pace our customers require. The same capabilities that built our energy platform, speed to market, capital discipline, operational rigor, are precisely what HPC and AI deployments demand today. This is just the natural extension of what we do best. With all the pieces in place and with the overwhelming support of our shareholders who voted over 99% in favor of the HPC and AI pivot, the U.S. re-domiciliation, and the rebrand, starting tomorrow, we are Keel Infrastructure. Turning to slide four.

When we set out on our pivot, we developed a three-year transformation plan, one that as of today, we are nearly halfway through completing. In 2025, we did the intensive foundational work for our transformation, including the Stronghold acquisition, securing more power in Pennsylvania, rebalancing the portfolio to North America, $588 million raise, fully institutional and oversubscribed, our U.S. GAAP transition, New York headquarters, and establishing a new executive team. This work is done. With power and land secured in some of the power markets that matter most, a team of internal experts and strategic partners that have built data centers for the largest companies in the world, and a balance sheet engineered to see us through 2026. We are well-positioned to continue our site development and deliver against the timelines our prospective hyperscalers and Neocloud customers need. 2026 is all about execution.

Effective tomorrow, we will have completed our re-domiciliation to the United States and officially rebranded as Keel Infrastructure. Two major milestones that position the company for the next phase of growth. With that complete, we expect the next significant milestones to come from executing against our development at Panther Creek, Sharon, and Moses Lake, where we are moving full steam ahead and working diligently across three simultaneous and active work streams. One, finalizing permits, which we expect to be done in the coming months. Two, continued work on architecture and engineering in line with ongoing customer conversations and requirements. Of course, three, our go-to-market to secure highly financiable leases with investment-grade tenants. Commercialization is well underway.

The upcoming milestones investors can expect are completion of pre-construction activities like permitting, progress in customer engagement, and ultimately lease execution, which we are confident we can achieve this year and will be major catalysts. 2026 is also the year where we expect to leave Bitcoin and Bitcoin mining behind. While we are probably one of the first miners to commence wind down of our Bitcoin mining exposure to reinvest that capital into infrastructure for HPC and AI, we will be accelerating those efforts in 2026 as site developments progress. 2027 is all about delivery. This is the year when we anticipate that sites would come online, we begin delivering megawatts to customers, HPC and AI revenue really begins, and we complete our transition to a premier North American HPC and AI infrastructure company.

By the end of 2027, we expect Keel will be a proven infrastructure developer and a regional leader across Pennsylvania, Washington, and Quebec, and we will just continue to grow and scale from there in 2028 and beyond to over 2 GW as we execute against our expansion capacity. Turning to slide 5. In HPC infrastructure, power, location, and timelines are everything. We hold something scarce and valuable. Secured power, land, and expansion capacity in Pennsylvania, Washington State, and Quebec. Some of the most in-demand markets with some of the biggest barriers to entry. We know it, and so do our potential tenants. Our campuses offer solutions to hyperscalers and neoclouds’ greatest scaling problems. Location, proximity and fiber connectivity to major metro areas and data center clusters, solving for latency issues and giving our tenants proximity to their own customers and other data centers. Timelines.

A robust secured power for 2026, 2027, and with expansion capacity in 2028 is highly coveted in an environment where energy capacity is hard to find and multi-year wait lists are the norms. We create value for tenants by enabling them to deploy years earlier by leasing from us rather than to invest in growing organically. An energy-efficient, cool climates. The lower the PUE, the more critical megawatts. Panther Creek is a great example of seeing the hyperscaler and Neocloud’s appetite at play. While there was a lot of interest in the site last year, inbound customer activity surged after we secured zoning in February. This is not a coincidence. It is a proof point and one that we’ve been making for the last year, but may still be confusing to some investors.

We’d like to be clear that investment-grade tenants value de-risk sites where they can move from lease to revenue fast. The more we advance, the better our leverage. The better our leverage, the better the leases, and the more long-term value we create for shareholders. Turning to slide 6. It is indisputable that power is the binding constraint for AI infrastructure deployment and will remain so for the coming years. Leading investment banks, Goldman Sachs, JP Morgan, Wells Fargo, Guggenheim, Moelis, they’ve all published extensively on this. The consensus is clear. New power generation cannot come online fast enough to meet AI demand today, tomorrow, or in the next 5 years. This bottleneck is structural, not cyclical. Hyperscalers and Neoclouds that used to plan on 12-month horizons are now locking in 24- to 36-month supply chain commitments.

Not tied to specific projects, but as platform-level agreements, and are now actively competing for the power and land to deploy it. While you are probably familiar with this information, here you can see a summary of the 5 development sites, the power we have secured, and in some cases, the incremental power opportunities that make up our 2.2 GW pipeline. Turning to slide 7. I want to take a moment to put our current valuation in context, because there is a meaningful disconnect between where we trade today and the value we are positioned to capture as a company. When we analyze our current valuation against our peers, the picture becomes clear.

At approximately $1.9 million per available megawatt of secure 2027 capacity, we’re trading in the middle of a Bitcoin miner group, valued at roughly $1.7 million-$2.1 million per 2027 megawatt. Meaning we are being valued based on having power, but not what we are doing with it. For shareholders and bondholders, we see three distinct catalysts, each capable of driving meaningful re-ratings. The first is obviously lease execution. Across our sector, companies that have signed leases trade at $4 million-$6 million per 2027 megawatt. A 2-3 times premium to where we are today. This is the market’s consistent signal, driven entirely by lease execution. Not facility delivery, not revenue generation, just signed leases. A signed lease secures revenue and financing, de-risking the developments. The market pays for that.

With nearly 500 MW actively being commercialized today and visibility on permitting across Panther Creek, Sharon, and Moses Lake, this catalyst is well within reach. The second catalyst, and arguably the most powerful for long-term holders, is securing our expansion capacity. Two-thirds of our 2.2 GW portfolio, or approximately 1.5 GW, is expansion capacity, which we believe the market is assigning little to no value. While securing these megawatts is a process that will take more time, we believe additional megawatts can be secured in the second half of 2026, requiring very little CapEx, but representing significant embedded value as powered land even before a lease is signed or there’s a shovel in the ground. The third catalyst is delivering in 2027.

Once facilities are de-risked through commissioning and begin generating revenue under long-term contracts, the development risk should drop dramatically and the operator valuation numbers become transformational yet again. We are not taking a leap of faith on technology, our ability to steer power or market demand. The tech is here. The power is secured. The sites are advancing. The inbound demand is real. What the market has not yet priced in is the transformation that happens when a developer becomes a counterparty when we move from site advancing to lease executing. This is the main opportunity ahead of us to accelerate permitting, execute leases, secure our expansion capacity, and ultimately deliver to our customers. This is how we will create value for our shareholders and bondholders. Turning to slide 8.

Our execution plan is defined by six key areas, each supporting our ability to deliver at the pace and scale our future customers require. First, we’ve secured our deep bench of talent by adding over 60 years of infrastructure and development and over 50 years of data center construction experience combined in just the past few months. People who have delivered at scale for the most demanding customers in the world. Jonathan Mir joined as CFO, bringing 25 years of energy infrastructure strategy and project finance expertise. We have also added an SVP of construction and of power, a VP of HPC operations, and a head of permitting to oversee the execution of these critical functions. We’ve assembled the right team to execute on our vision. Second, we are engaging the right industry leaders as partners. T5, Turner Construction, Corgan, CWT, Vertiv.

These firms have built data centers for the world’s largest hyperscalers, not once, but hundreds of times. When customers look at our project partners, which will be available on the new website when it launches tomorrow, they will see that we have also assembled the right partners to ensure better outcomes. Third, we have the capital required to bring our sites to market. As of March 27, 2026, our liquidity stands at $520 million in cash and Bitcoin, which we expect is much more than the CapEx budgeted to get us to a lease at Panther Creek, Sharon, and Washington. Jonathan will go into more detail on our capital position and financing strategy shortly, but the headline is simple. We’re well-funded and can move fast. Fourth, a disciplined Bitcoin exit. It is clear we are no longer a Bitcoin miner.

However, with strong, robust liquidity, we can have a disciplined approach to our exit strategy. We will continue to operate up until the time sites need to be prepared for construction, maximizing free cash flow before selling the miners. We will also opportunistically sell Bitcoin into strength to capture and reinvest every dollar we can into HPC and AI infrastructure. Fifth, power assets that cannot be replicated. Our megawatts sit in regions with large barriers to entry. Pennsylvania, Washington State, and Quebec all have multi-year wait lists. No one is cutting the line. Our 350 MW at Panther Creek, 110 MW at Sharon, and 18 MW in Washington were secured before the AI demand wave made these markets highly coveted.

This isn’t power others can easily replicate, giving us a competitive edge with high-quality tenants who understand these markets and are hungry for assets like ours. Which leads us to our sixth point. In this market, speed to power is what drives value. For our customers, the opportunity cost of delayed deployment is huge, so the priority is getting capacity online as quickly as possible. Every day of delay is lost revenue. As a result, power availability and certainty of delivery are the primary drivers of lease economics. This dynamic has pushed lease rates higher since our Q3 call, exactly as we said it would. The opportunity in front of Keel Infrastructure is real. We now have the assets and the team is ready. I am so proud of what we built in 2025, and I’m confident in what we’ll deliver in 2026 and 2027.

With that, I’ll turn the call over to Jonathan.

Jonathan Mir, Chief Financial Officer, Bitfarms (Keel Infrastructure): Thanks, Ben. Turning to slide 9. I joined the team 5 months ago. My focus has been on sharpening our approach to capital allocation, strengthening our balance sheet and capital structure, and ensuring the financing actions support long-term shareholder value creation. I’ve had a front row of the depth of talent, the operational discipline, and the strategic momentum across Bitfarms. I work closely with our operations and development teams, both to understand the current trajectory of our assets and to ensure our capital plans are aligned with the opportunities ahead. What stood out to me is the extraordinary potential we have, driven by the quality and potential of our sites, a strong balance sheet, the best liquidity position in the company’s history, and a broad team that’s both deeply engaged and committed to excellence. We’re moving quickly and with purpose.

I’m pleased to be here with you today and discuss the progress we’re making. I’ll use this time to walk through our performance for fiscal year 2025 and outline our current capital strategy that we believe supports the accretive growth we are targeting for 2026 and beyond. Turning to slide 10. Before discussing our financials for the quarter, I want to briefly frame the results are presented this quarter. As of Q3 2025, the Paso Pe facility in Paraguay has been classified as held for sale. As a result, all revenues, operating costs, and asset balances associated with Paso Pe are treated as discontinued operations in our fiscal year 2025 financials. When I refer to continuing operations, I am speaking exclusively about our North American platform, the foundation of our transition into HPC and AI infrastructure.

With that, revenue for fiscal year 2025 was $229 million, up 72% year-over-year. Operating loss for fiscal year 2025 was $150 million, including non-cash depreciation of $98 million and $28 million of impairment charges. This compares to an operating loss of $28 million in 2024, which included $102 million of non-cash depreciation and $4 million of impairment charges. Net loss for 2025 was $209 million, or $0.38 loss per basic and diluted share, compared to a 2024 net loss of $7 million or $0.02 loss per basic and diluted share.

The differences between 2024 and 2025 were driven by a number of factors, including change in fair market value of digital assets, primarily due to the decline of Bitcoin prices and realization of gains on disposal of Bitcoin during the year. Two additional items also impacted year-over-year comparability. First, we saw a loss of $68 million, reflecting changes in our derivative assets and liabilities. Second, 2025 impairment charges were $25 million higher than in 2024. For the year, our adjusted EBITDA was $29 million compared to $31 million in 2024. Turning to slide 11. 2025 was a deliberate year of balance sheet optimization and improvement, providing the foundation for our next phase of growth.

We successfully issued an oversubscribed $588 million convertible offering, significantly expanding our liquidity. In February, we repaid the Macquarie debt facility, eliminating legacy debt, simplifying our capital structure and freeing the company from covenants. Each of these supports the pursuit of our HPC infrastructure strategy. The Macquarie facility had been originally used to accelerate development at Panther Creek, funding critical project activities, including long lead time item procurement and substation work. Retiring the facility was a strategic decision, strengthens the balance sheet and gives us the flexibility to secure more cost-effective financing at either the parent or project level.

Our current cash position of $520 million provides the runway to advance Panther Creek, Sharon and Moses Lake through lease execution without accessing capital markets, though we may do so if attractive opportunities arise that improve our ability to deliver the best possible long-term risk-adjusted shareholder returns. Macquarie was an excellent partner, and we appreciate their support so early in our pivot to HPC AI infrastructure. Turning to slide 12. As we pivot to commercialization of our development sites, we have a clear financial strategy based on 3 principles: capital allocation, capital formation, and capital structure. Taken together, they are designed to deliver the best possible long-term risk-adjusted shareholder returns. First, capital allocation. We deploy capital into projects where the earnings potential exceeds their weighted average cost of capital.

We rotate capital from businesses that are non-core or earning less than optimal returns and deploy the capital into higher return investments. Second, capital formation. Our financing strategy is designed to fund our very large growth opportunities while maintaining the liquidity needed for a stable base of operations. We will be opportunistic in our financing execution. We will fund construction of our data center projects using project or parent level debt and project or parent level equity or equity-linked offerings. We’re taking a disciplined approach and at this time are well capitalized to actively commercialize and execute leases across Panther Creek, Sharon and Washington. Third, capital structure. Our capital structure is designed to capture the best possible long-term risk-adjusted shareholder returns while also retaining overall corporate flexibility and support of growth.

Our objective is to operate with a deliberate liquidity strategy in order to enable clear-headed commercial decisions and capital allocation decisions rather than having liquidity drive timelines. Stepping back, our roadmap is clear. We are building a regionally focused, high growth HPC AI infrastructure platform grounded in disciplined capital allocation, a strengthened balance sheet, and a development cadence that maximizes returns and minimizes risk. We’re funded through the key de-risking stages, permitting and leasing across Moses Lake, Sharon, and Panther Creek. We’re entering 2026 with momentum, optionality, and a balance sheet engineered for growth. We have the right people, assets, liquidity, and strategy, and we’re well-positioned to capture for our shareholders the long-term value potential we have today. With that, I’d like to return the call to Ben for closing remarks.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Jonathan. A little over a year ago, as our team began actively integrating AI into both our business and our daily lives, we came to a realization. This isn’t just another technology cycle. It’s a paradigm shift, more comparable to the Industrial Revolution than the Internet revolution. The fundamental measure of productivity capacity is no longer calories or joules, but tokens. This became strikingly clear two weeks ago at NVIDIA GTC, where I witnessed hundreds of companies applying AI to everything from straightforward tasks like cleaning and image generation to extraordinary complex applications, including protein folding, physics simulations, and even brain surgery. Walking the conference floor, speaking to the attendees, one thing was unmistakable: We’ve only begun to scratch the surface of AI’s potential. Yet even in these early days, AI is already empowering individuals, communities, and companies to accomplish exponentially more.

We’re witnessing Jevons paradox unfold simultaneously across every industry, thanks to AI, where improved efficiency can paradoxically drive higher, not lower, demand. It has literally never cost less to transform an idea into an action, a product, an image, a refined concept, a service, or countless other outputs. The possibilities are truly limitless. While no one can predict exactly how AI will reshape our future, one certainty remains. It will require enormous amounts of power. Our 2.2 GW of capacity and strategically positioned land across Pennsylvania, Washington, and Quebec sit directly in the path of this transformation, and we intend to capitalize on that opportunity for our shareholders, and we look forward to the opportunities ahead. With that, I would like to open the call to Q&A. Operator, please go ahead.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. One moment for our first question. Our first question comes from Mike Grondahl with Northland. Your line is open.

Bill Papanastasiou, Analyst, Chardan Capital Markets0: Hey, thanks, guys. First question, Ben. You talked about your decision not to go the GPU rental route at Moses Lake, and just the colocation route. Could you talk a little bit about what a couple of the major drivers were that got you to that decision?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah, it’s a great question, Mike. You know, when we first started talking about in Q3, we were always evaluating this alongside with colocation. You know, we’re trying to maximize the value for shareholders, so we’re always going to evaluate multiple different business models at our sites. Because, you know, they have the lowest cost energy and all these other benefits, we thought it would make a lot of sense. As we’ve continued to have increasing amounts of customer conversations for Washington and other sites, it was just really clear to us that the best opportunity for us is to just remain a pure play infrastructure developer and owner and let these customers who really want these megawatts lease these megawatts.

Bill Papanastasiou, Analyst, Chardan Capital Markets0: Got it. Maybe secondly, you articulated, I’ll say, a philosophy a quarter or two ago about waiting on signing a lease as terms were continuing to improve, you know, kind of implying you were gonna be really patient and wait on a lease. Could you kind of update how you’re thinking about that lease execution strategy and the potential timing around it?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah. You know, our strategy on lease execution has been consistent. It remains consistent today. You know, our view is that the best way to maximize value for shareholders is to get the best terms in a lease, because that’s gonna be what is gonna be driving our NOI and our multiple. When we’re looking to sign 10- to 15-year agreements, you know, it’s really important for us to take the, you know, maybe a little bit more time than investors may want us to in order to get better terms for longer. When it looks at what is really driving the value in these lease economics, one of the biggest elements is risk. We’ve spoken to this, you know, multiple times over the last couple of months.

The you know biggest risk for most of these sites is. It’s possible to go out there and, you know, have conversations and get a lot of interest. In some cases, you could even sign a lease prior to getting permits. All of that risk is gonna be priced into the agreement. You’re gonna be locked into it for 10-15 years, and that’s gonna negatively impact, you know, the long-term value that we’re creating for shareholders. Our strategy has been incredibly consistent.

The benefit for us is that, you know, we are operating in high-demand markets with high barrier entry, so it takes a little bit longer to get permits going in Pennsylvania or in Washington than it does in Texas, which is the easiest market in the United States for that. We believe that drives a lot of extra value because it’s way more scarce, it’s way harder to acquire, and there’s just not as much optionality.

Bill Papanastasiou, Analyst, Chardan Capital Markets0: Got it. Well, thanks. Hey, good luck in 2026.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Mike.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Brett Knoblauch with Cantor Fitzgerald. Your line is open.

Brett Knoblauch, Analyst, Cantor Fitzgerald: Hi, guys. Thanks for taking my questions. Maybe to start, could you maybe just go into detail on what permits at what sites you guys are waiting to receive?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): You know, permits is a complicated process, and we’re getting permits across multiple sites in multiple jurisdictions. They all have different rules, different regulations, different timelines, different reviews, different, you know, authorities. You know, it’s far too much detail to get into exactly what permits are remaining on all the different sites. We are continuing to make good progress. Kind of, you know, we’re looking at the visibility over the next couple of months, and with what we’ve had so far with the community engagement success that we’ve had so far, we think that, you know, in the coming months, sometime around the mid to late summertime, we should be achieving the full permitted status across at least one, if not all of the sites.

Brett Knoblauch, Analyst, Cantor Fitzgerald: Perfect. Maybe just on the leasing environment across the different sites that you guys have. I guess we were under the impression that maybe Sharon would be, you know, first to go, given it’s relatively further along. Is that still how you guys are thinking about it? In the presentation, when you guys kind of list, you know, the power pipeline and roadmap, how much of that is from generation on site that you guys are looking into? Do you have any update on where you guys are with respect to, you know, sourcing that generation?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah, sure. To answer the second part of your question first, you know, all the power that we’re talking about developing for our HPC and AI data centers right now is grid connected. The two operating power plants that we have at Scrub Grass and Panther Creek currently that math is not in those charts for the secured capacity or the site development plans. But in Scrub Grass particular, we are working to expand the generation capacity there with natural gas. We’ve been working to tap into the Tennessee Gas Pipeline. We’re achieving, you know, pretty good results there with the engineering firms. There’s still probably another month or two to go before we’re getting, you know, a clear path forward on the engineering plans.

You know, Scrub Grass is more of our pipeline site, and so that power generation opportunity is more of a 2028 and 2029 timeline. Everything else is grid connected, it’s secured today, or it’s currently active. Sorry, Brett, I’m blanking on the first part of your question. Would you mind repeating it?

Brett Knoblauch, Analyst, Cantor Fitzgerald: Yeah, just on maybe the cadence of which sites are maybe quicker to go. Yeah.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah. Really that’s gonna be driven by success on permitting timelines and the customers. All three of the sites, Moses Lake, Sharon, and Panther Creek, are all actively in our go-to-market right now. Every single one of those has customers engaged under MNDA, and they have for quite some time. We’re continuing to push forward on those conversations and those negotiations. Really, I think what investors should think about with regards to permits are more of a closing condition to a lease, right? They’re really not a starting condition to a negotiation. We have these conversations and these negotiations simultaneously while we’re working towards permitting. As permitting gets closer and closer, the negotiations will also get closer and closer in tandem, and the first site to get leased is likely to be the first site to be permitted.

Brett Knoblauch, Analyst, Cantor Fitzgerald: Awesome. Really appreciate it. Thank you, guys.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Brett.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Stephen Glagola with KBW. Your line is open.

Bill Papanastasiou, Analyst, Chardan Capital Markets3: Hey, thanks for the question. Just on that last point, if you could clarify the sequencing here between like notice to proceed and lease execution. In other words, like, can you pre-sign leases contingent on notice to proceed, or is like notice to proceed required before any major customer would commit to a lease?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): For a customer to commit to binding, in our view, they’re going to want NTP, and that’s based on the number of conversations that we, you know, continuing to have. There probably are some customers who would be interested to sign prior to NTP, but those aren’t the investment-grade counterparties that we’re really seeking to engage with.

Bill Papanastasiou, Analyst, Chardan Capital Markets3: Okay. Thank you. Just one more. You know, how are you thinking about like Vera Rubin hardware availability in 2026 and like early 2027, and to what extent could that variability in supply influence the timing, you know, lease discussions at your sites? Thank you, Ben.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah, it’s a good question, Steven. You know, we’ve been talking about Vera Rubin, I think, since Q3 call, because all of our sites, you know, are basically coming online in 2027, so we’re trying to make sure that they are designed for the highest level of equipment that’s coming out in 2027 and 2028, which is the Vera Rubins. In terms of supply, we haven’t seen any, you know, impact so far. I understand, you know, there’s always geopolitical uncertainty in the world that may impact those supply chains. But given that energy is such a huge bottleneck, and it’s always been the huge bottleneck on the growth. I don’t think that there’s going to be a geopolitical situation that’s going to make the bottleneck change from energy over to GPUs.

We don’t have any expectation right now that that’s going to have any impact on leasing or demand for sites because power is still such an extreme bottleneck. It’s hard to imagine what’s going to overshadow that geopolitically.

Bill Papanastasiou, Analyst, Chardan Capital Markets3: Great. Thanks, Ben.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Brett or Stephen.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Michael Donovan with Compass Point. Your line is open.

Michael Donovan, Analyst, Compass Point: Hi. Thanks for taking my question, and congrats on the progress. Can you provide an update on ESA progress, specifically Panther Creek’s ISA to ESA conversion?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah. That’s a great question, Mike. You know, as investors probably know, we have 350 MW secured ESA with PPL. In addition to that, we also have an ISA that enables us to draw down approximately 60 MW from the grid, and that’s associated with the existing transmission line and substation for the power plant that we currently have operating. In order to get that converted over, it’s really more of a regulatory matter. It’s hard to put an exact timeline as to, you know, when those stamps are gonna be received. There’s no, you know, infrastructure that needs to be built. There’s no CapEx that needs to be spent.

Really, it’s just a matter of getting the regulatory approval to convert a non-firm service into a firm service, and that would enable us to increase our capacity beyond 350 MW to what we probably expect is gonna be maybe 400 MW or possibly slightly more. We expect this is gonna happen this year, but it’s hard to put an exact timeline on it given it’s a regulatory matter.

Michael Donovan, Analyst, Compass Point: Great. Appreciate that, Ben.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Mike.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Brian Kinstlinger with A.G.P. Your line is open.

Brian Kinstlinger, Analyst, A.G.P.: Great. Thanks. Last quarter, Ben, you communicated you expected the GPU as a service at Moses Lake site would be targeted for, I believe, the first quarter for go live. How does shifting to colocation change the timing, if at all? And my second question is, can you talk about also how the global memory shortage is impacting your site development or changing your near-term needs or planning for lead times?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah. Two parts to that question. In terms of switching from a GPU as a service to colocation, just changing the business model doesn’t really impact the development timelines. We don’t really see any delay there associated with changing from GPU as a service just to colocation. Really, it’s just a matter of how we want to allocate our capital and how we wanna focus the business. When it comes to the memory shortage, you know, as a pure play infrastructure developer and owner, that really is not coming into our calculus very much. Mostly that’s a customer situation for them to resolve with their own supply chain because we’re not the ones investing in the GPUs and the compute and the servers.

Brian Kinstlinger, Analyst, A.G.P.: Great. Thank you.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Martin Toner with ATB Capital Markets. Your line is open.

Martin Toner, Analyst, ATB Capital Markets: Good morning.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah.

Martin Toner, Analyst, ATB Capital Markets: Question. Can you guys elaborate on to increase capacity beyond. Can you kinda give us some timelines, thoughts there?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): I’m gonna repeat the question ’cause it was a little quiet, just in case nobody else or other people had difficulty hearing. I believe the question was, can you give some timelines as to how we might be able to expand Panther Creek to 500 MW and beyond? In order for us to move beyond the 350 MW ESA that we have secured, there’s really two sources for expansion. The first is converting over that ISA from non-firm service to firm service that I just spoke to a minute ago. That’s really a regulatory matter that we expect to resolve sometime this year. It could be tomorrow, you know, a few months from now.

When it comes to expanding beyond that, what we have to do with that is we have to actually have new power applications. The good thing here is that the utilities are actually looking to invest in new generation in the area. In this particular instance, we weren’t actually applying for new power. We actually had the utility call us and ask us how much more power we could take on site. You know, given the bottleneck constraint on power, that was obviously a very welcome call over here at Bitfarms to receive. It’s a pretty unusual one in the industry. They’re looking to scale up generation capacity in the area, specifically to service our site at greater capacity.

This is probably going to be 2-3 years timeline ’cause there’s a lot of process involved with spinning up new generation and building those new transmission lines. For a lot of our customers, what they really want is, you know, the fastest pathway to energization and a clear path to scale over multiple years. This really lines up with what the hyperscalers and what the Neoclouds are searching for.

Martin Toner, Analyst, ATB Capital Markets: That’s great. Thanks very much. Hopefully, you can hear me better. Can you clarify when you expect to sign your first lease?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): You know, I can’t get into a specific timeline, but in terms of milestones, as I spoke to earlier, it’s really about clearing NTP as kind of the last closing condition or last milestone for us to sign a lease. I think for the investors and the analysts on the call, the important thing to keep track of, especially over the next coming months, is the continued progress that we have towards NTP. Because once NTP is cleared, that’s basically the last thing standing between us and a signed agreement.

Martin Toner, Analyst, ATB Capital Markets: Got it. Great. Thanks. Last one from me. Can you talk a little bit about why your mining exahash in Q4 was at the level that it was at?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): We continue to scale back our mining exposure as we continue to focus on our U.S. HPC infrastructure investments. You know, we haven’t made any investments into Bitcoin mining. We’re not spending any money on upgrades or new miners, and we’re actively working to scale down the fleet and actively working to spin off assets like we have in Paraguay that are not suitable for conversion. Investors should continue to expect our hash rate to continue to trickle down over 2026 as we continue to execute on this transition to HPC and AI.

Martin Toner, Analyst, ATB Capital Markets: Thank you very much, Ben.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Martin.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Mike Colonnese with H.C. Wainwright & Co. Your line is open.

Mike Colonnese, Analyst, H.C. Wainwright & Co.: Hi. Good morning, Ben and team. Thank you for taking my question this morning. Ben, I’m just curious, after securing the remaining permits across the three sites, which sounds like will likely take place in the coming months here, what does the timeline look like from a data center construction and delivery standpoint? It sounds like you’re pretty optimistic that revenue generation could commence as soon as next year, but any additional color here would be helpful.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Yeah, I mean, really this is the year of execution, and 2027 is the year of delivery. At all three of our projects that we talked about today, Panther Creek, Sharon and Washington, we all expect them to come online and start delivering megawatts and start generating revenue to customers in 2027. We’ll continue to provide updates as we go along. I think once we have cleared NTP and we have signed leases, there’s gonna be a lot clearer visibility that we can provide to investors for each specific project and their specific timelines.

Mike Colonnese, Analyst, H.C. Wainwright & Co.: Got it. Thanks for that. Back to Bitcoin mining operations. It sounds like you’re progressively gonna be scaling back hash rate as you bring some of the HPC AI data centers online. I guess what’s the best way to think about, you know, hash coming offline and kind of flowing through your operating results within the near term here?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Well, I’ll speak to it at a high level then, and then maybe I’ll pass it off to Jonathan for some further clarity. You know, right now the Bitcoin mining remains profitable, but it’s not very. It’s marginal. It’s still contributing to the business, but really it’s not the focus of the business. It’s not where we’re investing our time. It’s not where we’re investing our efforts. Given that we have been so successful last year in raising capital and strengthening our balance sheet, it’s really not super impactful for the developments that we have this year, the operations or the CapEx. We’ll just continue to scale that down, trying to maximize value in the disciplined exit.

You know, if it makes more sense to maybe sell some miners a little bit earlier than we might need to in order to begin construction, we’ll evaluate that as we will, you know, always do to maximize value for our shareholders. Really we kind of see this as, you know, a pretty minor element of our balance sheet and a minor element of the financial plan for this year. Jonathan, do you wanna add anything further?

Jonathan Mir, Chief Financial Officer, Bitfarms (Keel Infrastructure): Only that when we think about our liquidity going forward, the strategic objective is to ensure we are well capitalized through the lease process and beyond, without the need to raise any new capital in the markets. That takes into account the current state of Bitcoin mining operations. It’s not assuming any improvement in the economics there. Our plan is built on conservative assumptions around the status of the Bitcoin market.

Mike Colonnese, Analyst, H.C. Wainwright & Co.: Very helpful. Thank you for taking my questions.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Mike.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Nick Giles with B. Riley Securities. Your line is open.

Bill Papanastasiou, Analyst, Chardan Capital Markets1: Hey, good morning, Keel team. You know, in the interim period where Bitcoin mining operations are wound down, but kind of pre-revenue generation on the HPC side, could the generating assets at Panther Creek and Scrub Grass be utilized in any way, such as the PJM capacity auction?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Those power plants do actually participate in PJM capacity auctions. We’ve done that for quite some time. We do benefit from the capacity payments that we receive there.

Bill Papanastasiou, Analyst, Chardan Capital Markets1: Got it. Okay. Any order of magnitude of what those could be kind of in the 2026 planning year?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): I mean, really, we’ve kind of maxed out on the capacity auction payments. They set a ceiling, and that’s where the capacity auction payments closed.

Bill Papanastasiou, Analyst, Chardan Capital Markets1: Got it. Understood. Maybe one for Jonathan. You know, you’ve made some progress on the capital structure, but just was hoping for any additional comments you might have on what you’re looking for in you know, an initial debt package, how you’re seeing terms shift and kinda what tools you’ll have at your disposal during construction and kinda post-energization.

Jonathan Mir, Chief Financial Officer, Bitfarms (Keel Infrastructure): Good question. Thanks, Nick. Our basic approach is to compare and contrast our financing options down at the asset level and upstairs at the parent level. Certainly one of the things that we’ve seen in the market that has caught our attention like everyone else is the tightening of spreads between folks issuing high-yield debt in the market at what seem like you know quite attractive levels for strong investment grade counterparties or credit wraps. Those converging towards the level seen in the bank-originated classic construction and project financing. Each of those has its own advantages in terms of you know simplicity of managing the actual capital once it’s raised versus negative carry costs.

As we get closer to a funding point, we’ll make a decision as to what seems best for our shareholders in terms of how we decide to finance. Right now what I would say

Bill Papanastasiou, Analyst, Chardan Capital Markets1: Great. Thanks, guys.

Jonathan Mir, Chief Financial Officer, Bitfarms (Keel Infrastructure): Oh, I’m sorry, Nick. I was just gonna say that the markets for our space and for infrastructure generally seem calm right now.

Bill Papanastasiou, Analyst, Chardan Capital Markets1: Understood.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Brian Dobson with Clear Street. Your line is open.

Craig Kendy, Analyst, Clear Street: Hi, it’s Craig Kendy in for Brian Dobson. I guess one final one. Just on the re-domiciliation filing to the U.S., are there any implications to costs or, you know, structural implications in terms of ownership that we should be aware of as you enter this over the next couple of days? Thanks.

Jonathan Mir, Chief Financial Officer, Bitfarms (Keel Infrastructure): Good morning, Brian. One of the benefits and reasons for the redom is that we will now be eligible for inclusion in indices that require one to be a U.S.-domiciled company. For example, we’ll be eligible for inclusion in the Russell 1000 and the Russell 3000, as well as for ownership in any other fund who was otherwise limited to the purchase of U.S. securities. We view that as being, you know, quite helpful in terms of moving our shareholder base to one that is institutional and long term. There are no cost or flexibility implications on our end. We simply see this as a nice path forward with a lot of benefits for our shareholders.

Craig Kendy, Analyst, Clear Street: Very helpful. Thanks a lot.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. Our next question comes from Bill Papanastasiou with Chardan Capital Markets. Your line is open.

Bill Papanastasiou, Analyst, Chardan Capital Markets: Yeah, good morning. Thanks for taking my questions, gentlemen. Just wanted to touch on the Washington site and decision to shift towards colo. Can you confirm that this won’t have any material impact on the purchase commitment that was entered into November? Or, you know, is the team considering the shift in development, allocation to other sites?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thanks, Bill. No impact on the capital commitments and the equipment we’ve already purchased for the Washington site by changing business models. In fact, yeah, actually, Bill.

Bill Papanastasiou, Analyst, Chardan Capital Markets: Awesome.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): It just helps to reduce the CapEx ’cause we’re no longer paying for the compute.

Bill Papanastasiou, Analyst, Chardan Capital Markets: Understood. Thanks. How should we generally be thinking about maintenance CapEx on existing Bitcoin mining sites as you gradually shift over to AI HPC here?

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): We’re not making any investments into the Bitcoin mining sites. Basically, we’re just continuing to keep them up and running. No further investments are being made in the sites, into new sites, or into new miners.

Bill Papanastasiou, Analyst, Chardan Capital Markets: Great. Appreciate the color. Thank you.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thank you, Bill.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you. This concludes the question and answer session. I’d like to turn the call back over to Ben Gagnon for closing remarks.

Ben Gagnon, Chief Executive Officer and Director, Bitfarms (Keel Infrastructure): Thank you very much, everyone, for joining our call today, and really look forward to speaking to you next time as Keel Infrastructure. Have a great day.

Bill Papanastasiou, Analyst, Chardan Capital Markets2: Thank you for your participation. This does conclude the program. You may now disconnect.