← Back to KEEL filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Keel Infrastructure Corp. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
I. OVERVIEW
1. Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the "MD&A") for Keel Infrastructure Corp. (together with its subsidiaries, "we", "our", the "Company" or "Keel") should be read in conjunction with our unaudited condensed consolidated financial statements and its accompanying notes for the three and six months ended June 30, 2026 (the "Q2 2026 Financial Statements") included elsewhere in this Quarterly Report on Form 10-Q (referred to herein as this "Quarterly Report") and with our audited annual consolidated financial statements and its accompanying notes for the year ended December 31, 2025 (the “2025 Annual Financial Statements”) included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly under "Item 1A. Risk Factors" of Part II. See also "Cautionary Statement Regarding Forward-Looking Statements." Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Our Financial Statements and this MD&A are reported in thousands of U.S. dollars and U.S. dollars, respectively, except where otherwise noted.
In this MD&A, the following terms shall have the following definitions:
Term Definition
Q2 2026 Three months ended June 30, 2026
Q2 2025 Three months ended June 30, 2025
YTD Q2 2026 Six months ended June 30, 2026
YTD Q2 2025 Six months ended June 30, 2025
57 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW (Continued)
2. Company Overview
We are a North American digital and energy infrastructure company that develops data centers and energy infrastructure to lease for HPC and AI workloads. We have a portfolio of infrastructure assets, which represents a 2.2 GW power capacity pipeline, that includes owned and operated power generation facilities with collocated Bitcoin Mining data centers, established grid interconnections within the wholesale electricity market administered by PJM Interconnection in Pennsylvania, by Hydro-Québec in Québec, Canada and by Grant County Public Utility District in Washington State, United States. We are developing our Infrastructure Assets to enable HPC data center operations, with the intention of leasing capacity to hyperscalers, cloud service providers, AI companies, and enterprises under long-term contracts, and expect to continue such development in the coming years.
We maintain our legacy Bitcoin Mining operations in Canada to maximize the value of those assets as we work to transition our Québec sites to HPC and AI. These Bitcoin Mining operations primarily comprise selling computational power that performs hashing calculations for the purpose of Bitcoin Mining. Our Bitcoin Mining operations in Paraguay concluded following the sale of our final site there on April 21, 2026. Refer to Note 8 of the Q2 2026 Financial Statements for disclosures related to discontinued operations in Paraguay and Argentina.
Effective June 29, 2026, we ceased our Bitcoin Mining operations in the United States as part of our strategic transition to HPC and AI infrastructure development.
58 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3. Recent Developments
U.S. Redomiciliation Transaction
On April 1, 2026, we completed our previously announced redomiciliation from Canada to the United States through a statutory plan of arrangement under the Business Corporations Act (Ontario). Keel Infrastructure Corp., a newly formed Delaware corporation, became the ultimate parent company of Bitfarms Ltd. and its subsidiaries, and each Bitfarms common share was exchanged for one share of Keel common stock. Bitfarms was not dissolved and continues to conduct our business as an indirect wholly owned subsidiary of Keel. As a result of the U.S. Redomiciliation Transaction, we became a U.S. domestic issuer and are subject to U.S. domestic reporting and disclosure requirements. In connection with an internal corporate reorganization completed on June 15, 2026, Bitfarms was renamed "Backbone Hosting Solutions Inc."; for continuity, we continue to refer to this subsidiary as "Bitfarms" in this MD&A.
The U.S. Redomiciliation Transaction did not change our underlying operating business, day-to-day operations, management, or strategy. As described in Note 2 to the Q2 2026 Financial Statements, the transaction is accounted for as a reorganization among entities under common control, and our predecessor assets and liabilities continue to be recognized at their historical carrying amounts. During Q2 2026 and YTD Q2 2026, we incurred $0.4 million and $5.4 million, respectively, of legal, accounting, and other professional fees directly related to the U.S. Redomiciliation Transaction, which are included in general and administrative expenses.
Development of HPC data center in Washington State
On April 28, 2026, we ceased Bitcoin Mining operations at our Washington State site in connection with our planned transition to developing HPC data centers. We are developing the site as an 18 gross MW HPC data center and, as of August 7, 2026, had not commenced HPC data center operations at this site or recognized any related revenue.
2026 Convertible Senior Notes
On June 9, 2026, we completed the issuance of $458.0 million aggregate principal amount of 1.250% convertible senior notes due 2032 (the "2026 Convertible Notes").
Cessation of Bitcoin Mining Operations at Panther Creek, Scrubgrass and Sharon sites
On June 29, 2026, we ceased Bitcoin Mining operations at our Panther Creek, Scrubgrass and Sharon sites in Pennsylvania. We will continue to generate revenue from the sale of energy at our Panther Creek and Scrubgrass sites, which had current gross energized capacity of approximately 60 gross MW and 63 gross MW, respectively that, as of August 7, 2026, is not yet contracted under an electric supply agreement, while we evaluate and develop these sites to support HPC data center operations. We are planning on converting our 110 gross MW Sharon site to an HPC data center. As of August 7, 2026, we had not commenced HPC data center operations at these sites or recognized any related revenue.
Appointment of Ganesh Aiyer as President
On July 6, 2026, we announced the appointment of Ganesh Aiyer as President to lead the our commercial and pipeline expansion activities.
59 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3. Recent Developments (Continued)
Sherbrooke, Québec Data Center Project
On July 15, 2026, we received approval from the City of Sherbrooke to enter into an agreement with Hydro-Sherbrooke for the transfer and operation of 96 gross MW of existing capacity, and to enter into a purchase agreement for a parcel of land on which to develop the data center. The agreement with Hydro-Sherbrooke will allow us to consolidate the power from three of our current Bitcoin Mining sites into a single 96 gross MW campus, without requesting additional power.
We also received local approval to change the use of the 96 gross MW from Bitcoin Mining to HPC and AI applications, subject to review and approval by Québec's Ministry of Economy, Innovation and Energy. In connection with the project, we entered into a purchase agreement to acquire a parcel of land located approximately 100 miles east of Montreal. The purchase agreement is subject to customary conditions, including site inspections, feasibility analysis and municipal approvals and is expected to close in the first quarter of 2027.
60 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW (Continued)
4. Factors Affecting our Performance
Ability to Secure Low-Cost Electricity
HPC and Bitcoin Mining data centers consume large amounts of energy, primarily as a result of the computation and cooling aspects of our operations. Additional energy can represent a significant portion of total operating expenses for energy-intensive compute operations like HPC and Bitcoin Mining. Given the recent and potential future growth in energy demand, largely due to global data center development and broader electrification initiatives, we believe that access to reliable, low-cost energy will become increasingly important for both HPC data centers and Bitcoin Mining operations.
Certain governments and regulators are increasingly focused on the energy and environmental impact of data centers used for HPC and Bitcoin Mining. This has led, and could lead, to new governmental measures regulating, restricting or prohibiting the use of electricity for HPC and Bitcoin Mining, or could result in increased power costs for these types of operations.
We currently maintain a portfolio of competitively priced electrical power. However, there is no guarantee that we will be able to negotiate additional power agreements on similar terms, or at all. The price we pay for electricity depends on numerous factors including sources of generation, regulatory environment, electricity market structure, commodity prices, transmission cost allocation, instantaneous supply/demand balances, counterparty consumption and procurement methods. These factors may be subject to change over time and result in increased power costs. In addition, developments in the United States, including actions by the current U.S. administration, signal a policy shift away from supporting renewable energy which could result in fewer such projects being constructed and lead to increases in electricity prices as demand increases. There have also been legislative proposals and other legal developments targeting renewable energy and large electrical loads in certain states. Any reductions or modifications to, or the elimination of laws, programs or incentives that provide electricity to HPC or Bitcoin Mining operations, support renewable energy, or result in the implementation of more arduous requirements for renewable energy projects, could potentially limit the availability of, and increase the costs we incur for, electricity in the United States and Canada.
Competitive Environment
We expect increasing global adoption of HPC and AI use cases as existing industries incorporate AI and other compute-intensive processes and as new industries emerge. We anticipate that the use of AI will expand to a broader set of enterprises that will utilize AI to drive internal efficiencies and implement AI into their products and services. As more non-AI-native organizations across a broader spectrum of industries run training and inference workloads on their own proprietary models, and as new industries with additional HPC and AI workload demands emerge, we believe we will be well-positioned to capture those workloads at our facilities given our utility relationships and power procurement capabilities, our behind-the meter power generation experience, and our experience with grid-management and flexible load operations, among other factors. Successful acquisitions of new customers will depend on our ability to provide sufficient, cost-competitive high-uptime supply for HPC and AI workload demands, demand from end-users of AI-enabled products and services, demand from end-users for HPC workloads, our overall pricing relative to competition, and the location and efficiency of our HPC data centers. If AI and other compute-intensive use cases are not broadly adopted by enterprises to the extent we expect, or if new use cases do not emerge, our market opportunity may be smaller than we expect.
61 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW (Continued)
4. Factors Affecting our Performance (Continued)
Competitive Environment (Continued)
We compete with a variety of Bitcoin Mining companies globally, including individual hobbyists, Mining Pools and public and private companies. We also compete with HPC data center operators, which include large and well-funded companies. We believe that, even if the price of Bitcoin decreases, the Bitcoin Mining market will continue to draw new Mining companies, potentially increasing the scale and sophistication of competition in the Bitcoin Mining industry, which could result in an increase to the global hashrate, leading to a reduction in the percentage share of the fixed Bitcoin network rewards that Bitcoin Mining companies, including Keel, would earn. We believe that the digital infrastructure sector will continue to draw companies with significant resources to dedicate to growing their HPC data center business as well as expertise in the industry, which could make it more difficult for us to be competitive, including in attracting and retaining customers.
Expansion into HPC Data Center Development and Operations
A key factor affecting our performance is our ability to expand into HPC data center development and operation. We are leveraging our existing development and operational expertise to develop HPC data centers that support specialized workloads for enterprise and hyperscale customers and other next-generation, energy-intensive use cases. Success in this area depends on various factors, including our ability to secure and retain customers, manage capital efficiently, develop future sites, and compete effectively in emerging technology markets. While this expansion may increase operating and capital costs and expose us to execution and market risks, management believes our experience in power origination, development, and management in large-scale digital infrastructure development position us to capture long-term growth opportunities in the evolving data center landscape.
Market Value of Bitcoin
We primarily derive our revenues from Bitcoin Mining. We earn Bitcoin in exchange for computational power used for hashing calculations that we sell to Mining Pool operators. We currently liquidate Bitcoin earned into fiat currencies such as U.S. dollars or Canadian dollars as needed. Because the compensation received for computational power used for hashing calculations is paid in Bitcoin, our operating and financial results are tied to fluctuations in the value of Bitcoin. In addition, positive or negative changes in the global hashrate impact Mining difficulty and therefore the quantity of Bitcoin earned from our computational power used for hashing calculations, and as a result, materially affect our revenue and margins.
In a declining Bitcoin price environment, the Bitcoin Mining protocol may provide natural downside protection for low-cost Bitcoin Miners through an adjustment to the number of Bitcoin Mined. For example, when the Bitcoin price falls, the ability for higher cost Mining companies to pay their operating costs may be impacted, which in turn may lead to higher cost Mining companies switching off their operations (for example, if their marginal cost of power makes it unprofitable to continue Mining, they may exit the network). As a result, in such circumstances the global hashrate may fall, and remaining low-cost Mining companies may benefit from an increased percentage share of the fixed Bitcoin network rewards. Conversely, in a rising Bitcoin price environment, additional Mining-related equipment may be deployed by Mining companies, leading to increased global hashrate in the overall network.
62 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW (Continued)
4. Factors Affecting our Performance (Continued)
Market Value Bitcoin (Continued)
While the total supply of Bitcoin is capped at 21 million, the price of Bitcoin fluctuates because of the dynamic nature of the market for Bitcoin. The market for Bitcoin is rapidly changing and subject to global regulatory, tax, political, environmental, cybersecurity, and market factors beyond our control. For a discussion of other factors that could lead to material adverse changes in the market value of Bitcoin, which could in turn result in substantial damage to or even the failure of our Bitcoin business, see "Item 1A. Risk Factors—Risks Related to Our Business and Operations" in our Annual Report.
Furthermore, the rewards for each Bitcoin mined are subject to "halving" adjustments at predetermined intervals. At the inception of Bitcoin, the reward for Mining each block was set at 50 Bitcoin and this was cut in half to 25 Bitcoin on November 28, 2012 at block 210,000, cut in half to 12.5 Bitcoin on July 9, 2016 at block 420,000, cut in half to 6.25 Bitcoin on May 11, 2020 at block 630,000, and cut in half again to 3.125 Bitcoin on April 19, 2024 at block 840,000. The next halving event for Bitcoin is expected to take place in 2028 at block 1,050,000 (when the reward will reduce to 1.5625 Bitcoin).
Ability to Procure Data Center Equipment
As we plan to operate our facilities to support HPC and AI uses, our future performance and success will depend in part on our ability to procure latest-generation electrical, cooling, networking, and other equipment required to operate HPC data centers.
From time-to-time, disruption in global supply chains may result in shortages of advanced HPC and AI infrastructure components and Mining-related equipment that meet our standards of quality and efficiency.
63 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS
1. Production and Mining Operations1
Key Performance Indicators for HPC Data Center Projects
The following table presents our key performance indicators as of June 30, 2026 and 2025:
As of June 30,
2026 2025 % Change
Current Energized Capacity (gross MW) 341 330 3 %
Current Energized Capacity without energy service agreements (gross MW)* (123) (123) — %
Secured Growth Capacity (gross MW) 430 354 21 %
Secured Data Center Capacity (gross MW) 648 561 16 %
Expansion Capacity (gross MW) 1,513 — 100 %
Total Pipeline (gross MW) 2,161 561 285 %
*The current energized capacity at the Panther Creek and Scrubgrass site of 60 gross MW and 63 gross MW, respectively, are not under an energy service agreement. The capacity is therefore excluded from Secured Gross Data Center Capacity.
Current Energized Capacity
Current Energized Capacity represents the gross power capacity provided by utilities being used at our U.S. Sites and Québec Sites.
Secured Growth Capacity
Secured Growth Capacity represents gross power capacity that is not currently available on site but for which we have executed an electric supply agreement with a utility, whereby the utility agrees to provide that power capacity at a specified future date.
Secured Data Center Capacity
Secured Data Center Capacity represents the total amount of gross power capacity that is subject to electric supply agreements with utilities, including both power capacity currently available on site and power capacity that utilities have agreed to deliver at a future date.
Expansion Capacity
Gross power capacity that has not been contracted under an electric supply agreement but is currently being evaluated at the U.S. Sites and Québec Sites. This includes capacity that is currently under utility load studies as well as potential on-site, behind-the-meter natural gas power generation at Scrubgrass.
Total Pipeline
Total Pipeline represents the sum of Secured Gross Data Center Capacity and Expansion Capacity. This measure encompasses both committed capacity and early‑stage opportunities under evaluation. Management monitors the total pipeline to understand the full spectrum of current and potential future growth and to prioritize development efforts aligned with strategic objectives.
1 Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, for which its sale was completed on April 21, 2026, as we make a strategic shift towards HPC data center projects in North America.
64 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
1. Production and Mining Operations1 (Continued)
Key Performance Indicators for Legacy Mining Operations
In addition to our financial results and U.S. GAAP financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions.
The following table presents our key performance indicators for the three and six months ended June 30, 2026 and 2025:
Three months ended June 30, Six months ended June 30,
2026 2025 % Change 2026 2025 % Change
Total Bitcoin earned through Bitcoin Mining 354 556 (36) % 742 1,048 (29) %
Bitcoin received through hosting revenue1 2 15 (87) % 9 21 (57) %
Cost per kWh $ 0.054 $ 0.053 2 % $ 0.052 $ 0.051 3 %
Average Watts/Average TH efficiency* 19 19 — % 19 20 — %
Installed Watts/TH efficiency 18 19 (5) % 18 19 (5) %
* Average Watts represents the average energy consumption of deployed Miners
Total Bitcoin earned
Total Bitcoin earned represents the aggregate number of Bitcoin received in exchange from its computational power used for hashing calculations during the period. This metric is a key indicator of our operational performance and Mining productivity, as it reflects uptime, fleet efficiency, network difficulty, and deployed hashrate.
During Q2 2026, we earned 354 Bitcoin, compared to 556 Bitcoin earned during Q2 2025, representing a decrease of 36% from the prior period as a result of a 10% higher average Network Difficulty, curtailment events that prompted more energy sales to the market and the shut down of the Bitcoin Mining operations in Washington State in April 2026 for the construction of the HPC data center.
During YTD Q2 2026, we earned 742 Bitcoin, compared to 1,048 Bitcoin earned during YTD Q2 2025, representing a decrease of 29% from the prior period as a result of an 18% higher average Network Difficulty, and the factors mentioned above.
1 Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, for which its sale was completed on April 21, 2026, as we make a strategic shift towards HPC data center projects in North America.
65 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
1. Production and Mining Operations1 (Continued)
Key Performance Indicators for Legacy Mining Operations (Continued)
Cost per kWh
Cost per kWh represents the average electricity price incurred to power our Mining operations. This metric allows users to assess our operational energy efficiency. Power cost is a key driver of Mining profitability.
During Q2 2026 the cost per kWh was $0.054 compared to $0.053 in Q2 2025. The 2% increase is mainly due to higher generation costs in the United States.
During YTD Q2 2026 the cost per kWh was $0.052 compared to $0.051 in YTD Q2 2025. The 3% increase is mainly due to higher electricity costs in Canada and the acquisition of Stronghold, late in the first quarter of 2025.
Average Watts/Average TH
Average watts/Average TH measures the energy efficiency of our active Mining fleet by calculating the average power consumption in watts required to generate one TH per second of computational capacity. Lower Watts/TH indicates greater fleet efficiency, which directly impacts operating costs and Mining margins.
Ending energy efficiency remained stable at 18 Watts/TH as of June 30, 2026, compared to June 30, 2025. This stability was supported by the average efficiency also holding constant at 19 average Watts/TH across both periods.
1 Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, for which its sale was completed on April 21, 2026, as we make a strategic shift towards HPC data center projects in North America.
66 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance
Consolidated Financial & Operational Results1
Three months ended June 30, Six months ended June 30,
(U.S.$ in thousands except where indicated) 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Revenues 30,430 60,908 (30,478) (50) % 67,422 108,559 (41,137) (38) %
Cost of revenues (117,183) (64,794) (52,389) 81 % (180,480) (112,169) (68,311) 61 %
Gross loss (86,753) (3,886) (82,867) nm (113,058) (3,610) (109,448) nm
Gross margin (285) % (6) % — — (168) % (3) % — —
Operating expenses
General and administrative expenses (31,311) (19,384) (11,927) 62 % (58,148) (37,002) (21,146) 57 %
Change in fair value of digital assets (9,029) 16,283 (25,312) (155) % (50,478) (6,750) (43,728) 648 %
Realized (loss) gain on sale of digital assets (11,180) 16,005 (27,185) (170) % (12,990) 20,982 (33,972) (162) %
(Loss) gain on disposition of property, plant and equipment and deposits (918) 1,791 (2,709) (151) % (919) 2,348 (3,267) (139) %
Impairment of long-lived assets (1,583) — (1,583) (100) % (3,569) — (3,569) (100) %
Operating (loss) income (140,774) 10,809 (151,583) nm (239,162) (24,032) (215,130) 895 %
Operating margin (463) % 18 % — — (355) % (22) % — —
Interest income 2,885 460 2,425 527 % 6,608 1,262 5,346 424 %
Interest expense (2,114) (1,582) (532) 34 % (5,714) (1,767) (3,947) 223 %
Gain on derivative assets and liabilities 77,040 3,784 73,256 nm 75,476 70 75,406 nm
Loss on extinguishment of long-term debt — — — — % (21,596) — (21,596) (100) %
Other expenses (971) (275) (696) 253 % (7,123) (488) (6,635) nm
Total other income (expense) 76,840 2,387 74,453 nm 47,651 (923) 48,574 nm
(Loss) income before taxes from continuing operations (63,934) 13,196 (77,130) (584) % (191,511) (24,955) (166,556) 667 %
Income tax expense (17) — (17) (100) % (14) (222) 208 (94) %
(Loss) income from continuing operations (63,951) 13,196 (77,147) (585) % (191,525) (25,177) (166,348) 661 %
Loss from discontinued operations (1,044) (18,697) 17,653 (94) % (18,823) (35,877) 17,054 (48) %
Net loss (64,995) (5,501) (59,494) nm (210,348) (61,054) (149,294) 245 %
nm: not meaningful
The financial performance discussed below for continuing operations does not include our Argentina and Paraguay operations.
1 Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, for which its sale was completed on April 21, 2026, as we make a strategic shift towards HPC data center projects in North America.
67 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
A.Revenues from continuing operations
Q2 2026 v. Q2 2025
Revenues were $30.4 million in Q2 2026 compared to $60.9 million in Q2 2025. The decrease of $30.5 million, or 50% was mainly due to a $29.6 million decrease in Bitcoin Mining revenue resulting from the decrease in average Bitcoin price and higher Network Difficulty. During Q2 2026, we mined 354 Bitcoins at an average Bitcoin price of $72,020, compared to 556 Bitcoins with an average Bitcoin price of $97,942 in Q2 2025. In addition, energy revenue decreased by $0.6 million.
We earned our revenues during Q2 2026 from our North American operations. Canada and the United States accounted for 63% and 37% of total revenues, respectively, compared to 49% and 51% in Q2 2025, respectively.
In Q2 2026, revenues from our operations in the United States decreased by $19.9 million, compared to Q2 2025 due to the decrease in average Bitcoin price, the higher Network Difficulty and the shut down of Bitcoin Mining operations in Washington in April 2026 for the construction of the HPC data center. Revenues from our continuing operations in Canada decreased by $10.6 million, compared to Q2 2025 due to the factors mentioned above.
YTD Q2 2026 v. YTD Q2 2025
Revenues were $67.4 million in YTD Q2 2026 compared to $108.6 million in YTD Q2 2025. The decrease of $41.1 million, or 38% is mainly due to a $45.6 million decrease in Bitcoin Mining revenue resulting from the decrease in average Bitcoin price and higher Network Difficulty. During YTD Q2 2026, we mined 742 Bitcoins at an average Bitcoin price of $74,018, compared to 1,048 Bitcoins with an average Bitcoin price of $95,002 in YTD Q2 2025. The decrease was partially offset by a $5.0 million increase in energy revenue due to the timing of the Stronghold acquisition, late in the first quarter of 2025, which contributed only one full quarter to YTD Q2 2025 compared to two full quarters in YTD Q2 2026, as well as curtailment events which prompted a reduction in energy consumption in the United States. The surplus energy was redirected and sold back to the market.
We earned our revenues during YTD Q2 2026 from our North American operations. Canada and the United States accounted for 55% and 45% of total revenues, respectively, compared to 54% and 46% in YTD Q2 2025, respectively.
In YTD Q2 2026, revenues from our continuing operations in Canada decreased by $22.0 million, compared to YTD Q2 2025. The decrease is mainly due to the decrease in average Bitcoin price and higher Network Difficulty. Revenues from our continuing operations in the United States decreased by $19.1 million compared to YTD Q2 2025. The decrease is mainly due to the factors mentioned above, and the shut down of Bitcoin Mining operations in Washington in April 2026 for the construction of the HPC data center, partially offset by the increase in energy sales as explained above.
68 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
B.Cost of Revenues from continuing operations
Q2 2026 v. Q2 2025
Our cost of revenues was $117.2 million for Q2 2026 compared to $64.8 million for Q2 2025. The higher cost of revenues was mainly due to an increase in non-cash depreciation and amortization expense of $57.7 million primarily due to the accelerated depreciation related to the cessation of Mining activities at the Panther Creek and Scrubgrass sites in Pennsylvania, United States. The increase was partially offset by decreases of $3.6 million and $2.2 million in infrastructure expenses and electricity costs, respectively, due to reduced Mining activities, including the shutdown of Bitcoin Mining operations in Washington State, United States.
YTD Q2 2026 v. YTD Q2 2025
Our cost of revenues was $180.5 million in YTD Q2 2026 compared to $112.2 million in YTD Q2 2025. The higher cost of revenues was mainly due to an increase in non-cash depreciation of $67.0 million primarily due to accelerated depreciation as explained above. In addition, infrastructure expenses and electricity costs increased by $6.0 million and $2.9 million, respectively, due to a higher cost per kWh and the acquisition of Stronghold completed at the end of the first quarter of 2025, which carried a smaller impact compared to a full YTD Q2 2026. The increases were partially offset by a $7.7 million decrease in hosting expense resulting from our Miners no longer being hosted by Stronghold subsequent to the acquisition in Q1 2025.
C.General & Administrative ("G&A") Expenses from continuing operations
Q2 2026 v. Q2 2025
For Q2 2026, our G&A expenses were $31.3 million, compared to $19.4 million in Q2 2025. The increase in G&A expenses of $11.9 million, or 62%, was largely due to a $6.4 million increase in stock-based compensation due to RSUs and options granted during Q2 2026 and a $2.6 million increase in professional services related to our U.S. redomiciliation and an increase in audit fees.
Salaries and wages increased by $3.1 million due to the targeted hiring of senior subject-matter experts as we scale into the project management phase of our strategy, and an increase in our overall headcount in Q2 2026 compared to Q2 2025 to support the expansion in the United States as well as merit and market-based adjustments and cost of living salary increases.
69 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
C.General & Administrative ("G&A") Expenses from continuing operations (Continued)
YTD Q2 2026 v. YTD Q2 2025
For YTD Q2 2026, our G&A expenses were $58.1 million, compared to $37.0 million in YTD Q2 2025. The increase in G&A expenses of $21.1 million, or 57%, was largely due to a $9.4 million increase in professional services related to our U.S. redomiciliation, U.S. GAAP conversion, higher audit fees, recruiting fees and the sale of the Paso Pe Bitcoin data center that was completed on April 21, 2026. In addition, stock-based compensation increased by $5.0 million due to RSUs and options granted during Q2 2026.
Salaries and wages increased by $6.4 million due to (i) targeted hiring of senior subject-matter experts as we scale into the project management phase of our strategy, (ii) the increase in our overall headcount in YTD Q2 2026 compared to YTD Q2 2025 to support the expansion in the United States as well as merit and market-based adjustments and cost of living salary increases, and (iii) the salaries paid to Stronghold employees following the acquisition completed at the end of the first quarter of 2025 which carry a smaller impact compared to the full YTD Q2 2026.
D.Total other income (expense) from continuing operations
Q2 2026 v. Q2 2025
Interest expense was $2.1 million in Q2 2026, compared to $1.6 million for Q2 2025. The Q2 2025 figure reflected the interest incurred on the Macquarie credit facility (the "Credit Facility"), which was issued in the second quarter of 2025. The Credit Facility was fully repaid in Q1 2026. In comparison, interest incurred during Q2 2026 is related to the $458.0 million 2026 Convertible Notes issued in Q2 2026 as well as the $588.0 million convertible senior notes (the "2025 Convertible Notes") issued in the fourth quarter of 2025.
Interest income was $2.9 million for Q2 2026, compared to $0.5 million for Q2 2025. The increase was due to our higher average cash balance during Q2 2026 compared to Q2 2025.
Gain on derivative assets and liabilities was $77.0 million in Q2 2026 compared to $3.8 million in Q2 2025. The $73.2 million favorable change is due to unrealized gains of $77.0 million during Q2 2026 on the capped call transactions in connection with the 2025 Convertible Notes, reflecting a significant increase in our stock price, compared to nil in Q2 2025. During Q2 2025, there were partially unrealized gains on derivative assets and redemption options of $6.6 million and $1.7 million, respectively, partially offset by a realized loss on derivative assets of $4.6 million during Q2 2025, compared to nil in Q2 2026.
70 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
D.Total other income (expense) from continuing operations
YTD Q2 2026 v. YTD Q2 2025
Interest expense was $5.7 million in YTD Q2 2026, compared to $1.8 million for YTD Q2 2025 as a result of the interest expense on the Credit Facility, the 2025 Convertible Notes and the 2026 Convertible Notes. During YTD Q2 2026, the Credit Facility was fully repaid for a total of $116.9 million, including interest, principal and additional base return fees, and was no longer required to have restricted cash. We recorded a total loss of $21.6 million related to the termination of the Credit Facility, which included $19.9 million from the extinguishment itself and $1.7 million in transaction costs recorded in long-term deposits and other related fees. These amounts are presented within Loss on extinguishment of long-term debt in the Q2 2026 Financial Statements. In comparison, interest incurred during YTD Q2 2025 mainly related to the Credit Facility.
Gain on derivative assets and liabilities was $75.5 million in YTD Q2 2026 compared to $0.1 million in YTD Q2 2025 due to the unrealized gain of $73.6 million during YTD Q2 2026 on the capped call transactions in connection with the 2025 Convertible Notes, reflecting a significant increase in our stock price. In addition, we realized a gain on Bitcoin option and selling contracts of $1.9 million during YTD Q2 2026 as we closed all outstanding contracts with BlockFills, which filed for bankruptcy during the first quarter of 2026.
Our other expenses were $7.1 million for YTD Q2 2026, compared to $0.5 million for YTD Q2 2025. The $6.6 million unfavorable change was largely due to (i) the $4.2 million provision for receivables relating to our receivable position of Bitcoin options and selling contracts held in BlockFills, which filed for bankruptcy during the first quarter of 2026; and (ii) the $2.5 million amortization of transaction costs and debt discount related to the Credit Facility, the 2025 Convertible Notes and the 2026 Convertible Notes in YTD Q2 2026, compared to the amortization of transaction costs related to the Credit Facility of $0.5 million in YTD Q2 2025.
71 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
E.Discontinued Operations
In 2025, we began a significant transformation in our corporate strategy, pivoting away from our Latin American Bitcoin Mining operations to concentrate on the North America HPC infrastructure market. As a result of these strategic decisions, we classified certain of our Latin American assets as "held for sale" and their operations as discontinued operations.
i.Argentina's operations as discontinued operations
During Q2 2025, our energy supplier halted the supply of electricity to our Rio Cuarto Bitcoin data center in Argentina. Following this event, on August 11, 2025, we determined that we would discontinue and abandon our operations in Rio Cuarto, Argentina. We negotiated to eliminate our asset retirement obligation and reduced the reserved power to a minimum. As of September 30, 2025, our Argentina operations were abandoned and classified as a discontinued operation. We sold our subsidiary in Argentina during Q2 2026, as further described below.
Impairment on Argentina asset group
During the first quarter of 2025, due to declining market capitalization, Bitcoin prices, and rising gas costs in Argentina, we performed recoverability tests across its Bitcoin data centers. The Argentina asset group was deemed unrecoverable, resulting in a $17.5 million impairment loss. Also, we wrote down the carrying amount of Miners held for sale to their fair value less cost to sell for $1.3 million.
During Q2 2025, the suspension of Bitcoin Mining in Argentina triggered an additional recoverability test, resulting in a $14.9 million impairment loss.
Therefore, during YTD Q2 2025 the total impairment loss recorded in Argentina's operations was $33.7 million.
Sale of Argentina Subsidiary
On May 8, 2026, we entered into a definitive share purchase agreement for the sale of Backbone Argentina. The agreement includes the transfer of all assets and liabilities of Backbone Argentina, which previously operated our Bitcoin Mining data center in Rio Cuarto, Argentina. The total cash consideration received on June 24, 2026 was $0.1 million.
72 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
E. Discontinued Operations (Continued)
ii. Paraguay's operations as discontinued operations
During the first quarter of 2025, we finalized the sale of our Yguazu Bitcoin data center in Paraguay. During the third quarter of 2025, we determined that the Paso Pe Bitcoin data center met the criteria to be classified as held for sale, and all operations in Paraguay were classified as discontinued operations as we make a strategic shift towards HPC infrastructure projects in North America. The sale of the Paso Pe Bitcoin data center operations is anticipated to close within twelve months of the date the Bitcoin data center was classified as "held for sale".
On April 21, 2026, we completed the sale of Paso Pe Bitcoin data center pursuant to a January 2026 definitive share purchase agreement. The transaction involved the sale of our 100% ownership stake in our subsidiary, D&N Ingeniería S.A. The total agreed purchase price is approximately $13.0 million, which was fully received as of April 21, 2026.
During the six months ended June 30, 2026, discontinued operations in Paraguay resulted in a net loss of $13.7 million, which is largely explained by an impairment loss of $12.8 million related to the Paraguay asset group, reflecting the write-down to fair value less costs to sell during the first quarter of 2026. During the three and six months ended June 30, 2025, no impairment loss was recognized.
Refer to Note 8 - Assets Held for Sale and Discontinued Operations to the Q2 2026 Financial Statements for more information on the results of Argentina’s and Paraguay’s operations and the impairment loss of our Paraguay and Argentina asset groups.
73 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
F.Change in fair value of digital assets
Q2 2026 v. Q2 2025
In Q2 2026, a $9.0 million loss on the change in fair value of digital assets was recognized, compared to a gain of $16.3 million in Q2 2025, mainly due to a decrease in Bitcoin prices in Q2 2026, compared to an increase in Q2 2025.
YTD Q2 2026 v. YTD Q2 2025
In YTD Q2 2026, a $50.5 million loss on the change in fair value of digital assets was recognized, compared to $6.8 million in YTD Q2 2025, mainly due to a decrease in Bitcoin prices.
G.Realized gain (loss) on sale of digital assets from continuing operations
Q2 2026 v. Q2 2025
In Q2 2026, the realized loss on disposition of digital assets amounted to $11.2 million, compared to a $16.0 million gain in Q2 2025 as a result of a lower Bitcoin average selling price, partially offset by a lower quantity of Bitcoin sold.
YTD Q2 2026 v. YTD Q2 2025
In YTD Q2 2026, the realized loss on disposition of digital assets amounted to $13.0 million, compared to a $21.0 million gain for YTD Q2 2025 as a result of a lower Bitcoin average selling price, partially offset by a lower quantity of Bitcoin sold.
H.(Loss) gain on disposition of property, plant and equipment and deposits from continuing operations
Q2 2026 v. Q2 2025
In Q2 2026, the loss on disposition of property, plant and equipment and deposits amounted to $0.9 million, compared to a gain of $1.8 million for Q2 2025.
YTD Q2 2026 v. YTD Q2 2025
In YTD Q2 2026, the loss on disposition of property, plant and equipment amounted to $0.9 million, compared to a gain of $2.3 million for YTD Q2 2025.
74 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
I.Impairment of long-lived assets
Q2 2026 v. Q2 2025
In Q2 2026, the impairment of long-lived assets and deposits was $1.6 million, compared to nil in Q2 2025, primarily due to the impairment of $0.7 million recognized on assets "held for sale" and a write-off of $0.9 million, related to non-functional Miners at the Panther Creek and Scrubgrass sites that were retired during the period.
YTD Q2 2026 v. YTD Q2 2025
In YTD Q2 2026, the impairment of long-lived assets was $3.6 million, compared to nil in YTD Q2 2025, primarily due to the impairment of $2.7 million recognized on assets "held for sale" and a write-off of $0.9 million, related to non-functional Miners at the Panther Creek and Scrubgrass sites that were retired during the period.
75 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
3. Selected Quarterly Information from Continuing Operations1
Set forth below is unaudited supplemental quarterly financial information that reflects material retrospective adjustments to our consolidated statements of operations as a result of the transition to U.S. GAAP and is intended to assist investors in evaluating our results of operations on a consistent basis across periods. This data should be read in conjunction with our unaudited condensed consolidated financial statements and audited consolidated financial statements and related notes for the relevant period. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future periods.
(U.S. $ in thousands except earnings per share) Q2 2026 Q1 2026 Q4 2025 Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024
Revenues 30,430 36,992 52,748 67,969 60,908 47,651 37,752 27,072
(Loss) income from continuing operations, net (63,951) (127,574) (171,210) (12,127) 13,196 (38,373) 41,561 (26,412)
Basic (loss) earnings per share from continuing operations (0.11) (0.21) (0.31) (0.02) 0.02 (0.08) 0.09 (0.06)
Diluted (loss) earnings per share from continuing operations (0.11) (0.21) (0.31) (0.02) 0.02 (0.08) 0.09 (0.06)
Although the Bitcoin Mining industry experiences volatility, Bitcoin prices are not generally subject to seasonality or seasonal effects. Seasonal fluctuations in energy supply, however, may impact our operations. We had operations in Québec, Canada, where power was sourced from Hydro-Québec, Hydro-Magog, Hydro-Sherbrooke and the City of Baie-Comeau. We also had operations in Washington State, United States, that were powered by the Grant County Power Utility District, as well as operations in Pennsylvania, United States, that were powered by Stronghold and the PJM Interconnection Merchant Market. Among other phenomena, changing weather in Québec (Canada), Washington State and Pennsylvania (United States) may impact seasonal electricity needs and costs. Periods of extreme cold or extreme hot weather may contribute to service interruptions in Bitcoin Mining operations. Changes to supply and/or demand of electricity may result in curtailment of electricity to our Bitcoin Mining operations.
1 This data excludes the discontinued operations in Rio Cuarto, Argentina and in Paraguay. On May 12, 2025, our energy provider GMSA, halted the supply of electricity to our Rio Cuarto Bitcoin data center with energized capacity of 58 gross MW. On August 11, 2025, three months after being informed that electricity supply was being halted and with no path forward to resume operations in the future, the decision was made to shut down the plant, which was abandoned by September 30, 2025. Additionally, in April 2026, the Paso Pe Bitcoin data center was sold, and all operations in Paraguay were designated as discontinued operations as we make a strategic shift towards HPC data center projects in North America.
76 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
4. Non-GAAP and Other Financial Measures and Ratios
Non-GAAP financial measures from continuing operations1
In addition to our results determined in accordance with U.S. GAAP, we utilize a number of non-GAAP financial measures and ratios in assessing operating performance, including "EBITDA", "EBITDA margin", "Adjusted EBITDA" and "Adjusted EBITDA margin". Non-GAAP measures and ratios may exclude the impact of certain items and are used internally when analyzing operating performance. The definitions of the non-GAAP measures referenced herein, and the reasons the Board and Management use such non-GAAP measures, are set forth below.
These measures are provided as additional information to supplement U.S. GAAP measures by providing further understanding of our results of operations from Management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under U.S. GAAP. Furthermore, because our calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly-titled measures of other companies.
The definitions and the data in the non-GAAP section exclude the discontinued operations in Rio Cuarto, Argentina and in Paraguay.
1 This data excludes the discontinued operations in Rio Cuarto, Argentina and in Paraguay. On May 12, 2025, our energy provider GMSA, halted the supply of electricity to our Rio Cuarto Bitcoin data center with energized capacity of 58 gross MW. On August 11, 2025, three months after being informed that electricity supply was being halted and with no path forward to resume operations in the future, the decision was made to shut down the plant, which was abandoned by September 30, 2025. Additionally, in April 2026, the Paso Pe Bitcoin data center was sold, and all operations in Paraguay were designated as discontinued operations as we make a strategic shift towards HPC data center projects in North America.
77 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
4. Non-GAAP and Other Financial Measures and Ratios (Continued)
A.Reconciliation of Consolidated Net (loss) income from continuing operations to EBITDA and Adjusted EBITDA from Continuing Operations
EBITDA is defined as income (loss) from continuing operations adjusted to exclude: (i) interest expense; (ii) interest income; (iii) income tax expense; and (iv) depreciation and amortization. EBITDA Margin is defined as the percentage obtained when dividing EBITDA by Revenues. EBITDA and EBITDA Margin are used to:
•Assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets;
•Provide the users of the MD&A with additional information to assist them in understanding components of our financial results, including a more complete understanding of factors and trends affecting our performance; and
•Facilitate comparisons of cash operating performance excluding the impact of charges and credits associated with financing our operations and growth from period to period and to assist Management in preparing annual operating budgets and forecasts.
Adjusted EBITDA is defined as EBITDA adjusted to exclude: (i) stock-based compensation; (ii) realized gain and loss on disposition of digital assets; (iii) change in fair value of digital assets; (iv) impairment of long-lived assets; (v) gain on settlement of Refundable Hosting Deposits, disposition of marketable securities, gains or losses on derivative assets and liabilities; (vi) loss on extinguishment of long-term debt; (vii) loss on currency exchange; (viii) other expense (income); and (ix) other non-recurring items that do not reflect our core performance. Adjusted EBITDA Margin is defined as the percentage obtained when dividing Adjusted EBITDA by Revenues. Adjusted EBITDA and Adjusted EBITDA Margin are used to:
•Assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses;
•Provide the users of the MD&A a consistent comparable metric for profitability of our core operations across time periods; and
•Facilitate comparisons of operating performance from period to period and to assist Management in preparing annual operating budgets and forecasts.
78 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
4. Non-GAAP and Other Financial Measures and Ratios (Continued)
A.Reconciliation of Consolidated (loss) income from continuing operations to EBITDA and Adjusted EBITDA from Continuing Operations (Continued)
Three months ended June 30, Six months ended June 30,
(U.S.$ in thousands except where indicated) 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Revenues 30,430 60,908 (30,478) (50) % 67,422 108,559 (41,137) (38) %
Loss before taxes from continuing operations (63,934) 13,196 (77,130) (584) % (191,511) (24,955) (166,556) 667 %
Interest income (2,885) (460) (2,425) 527 % (6,608) (1,262) (5,346) 424 %
Interest expense 2,114 1,582 532 34 % 5,714 1,767 3,947 223 %
Depreciation and amortization 84,149 26,439 57,710 218 % 111,843 44,887 66,956 149 %
EBITDA 19,444 40,757 (21,313) (52) % (80,562) 20,437 (100,999) (494) %
EBITDA margin 64 % 67 % (119) % 19 %
Stock-based compensation 9,848 3,426 6,422 187 % 12,554 7,552 5,002 66 %
Realized loss (gain) on disposition of digital assets 11,180 (16,005) 27,185 170 % 12,990 (20,982) 33,972 162 %
Change in fair value of digital assets 9,029 (16,283) 25,312 155 % 50,478 6,750 43,728 648 %
Impairment of long-lived assets 1,583 — 1,583 100 % 3,569 — 3,569 100 %
Gain on derivative assets and liabilities (77,040) (3,784) (73,256) nm (75,476) (70) (75,406) nm
Loss on extinguishment of long-term debt — — — — % 21,596 — 21,596 100 %
Costs not associated with ongoing operations (1) 374 — 374 100 % 6,406 1,671 4,735 283 %
Sales tax recovery - prior years - energy and infrastructure and G&A expenses (2) — — — — % — — — — %
Other expense (income) (2) 1,889 (1,516) 3,405 225 % 8,042 (1,860) 9,902 532 %
Adjusted EBITDA (23,693) 6,595 (30,288) (459) % (40,403) 13,498 (53,901) (399) %
Adjusted EBITDA margin (78) % 11 % (60) % 12 %
nm: not meaningful
1 Costs not associated with ongoing operations for YTD Q2 2026 includes $5.4 million of professional fees related to the U.S. redomiciliation and $1.0 million related to the U.S. GAAP conversion. Costs not associated with ongoing operations for YTD Q2 2025 include $1.6 million of professional fees related to the acquisition of Stronghold and $0.1 million related to the sale of the Yguazu Bitcoin Data Center.
2 Other expense (income) for Q2 2026 and YTD Q2 2026 include a provision for receivables of nil and $4.2 million, respectively (Q2 2025 and YTD Q2 2025: nil), amortization of the convertible notes transaction costs of $0.9 million and $2.5 million, respectively (Q2 2025: $0.5 million, YTD Q2 2025: $0.5 million), a (gain) loss on disposal of property, plant and equipment of $0.9 million and $0.9 million, respectively, (Q2 2025: $(1.8) million, YTD Q2 2025: $(2.3) million), and other financial (income) expense of $0.2 million and $0.4 million, respectively, (Q2 2025: $(0.4) million, YTD Q2 2025: $(0.3) million).
79 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES
1. Overview
As discussed below, our current financing strategy involves (a) strategically selling the Bitcoin we earn and the Bitcoin we hold in treasury and (b) utilizing short-term debt, long-term debt and equity instruments to fund our expansion activities, operating expenses and debt service requirements. We may require additional funds to complete our 2026 growth plans as the cash flows generated from Mining activities are expected to decrease as sites are transitioned to HPC data centers.
2. Cash Flows
The following discussion on cash flows includes the discontinued operations in Rio Cuarto, Argentina and in Paraguay. On May 12, 2025, our energy provider Generación Mediterránea S.A ("GMSA"), halted the supply of electricity to our Rio Cuarto Bitcoin data center with energized capacity of 58 gross MW. On August 11, 2025, three months after being informed that electricity supply was being halted and with no path forward to resume operations in the future, the decision was made to shut down the plant, which was abandoned by September 30, 2025. Additionally, as of September 30, 2025, the Paso Pe Bitcoin data center met the criteria to be classified as "held for sale", and all operations in Paraguay were designated as discontinued operations as we make a strategic shift towards HPC infrastructure in North America. On April 21, 2026, we sold the Paso Pe Bitcoin data center in Paraguay.
Cash Flows used in Operating Activities
YTD Q2 2026 v. YTD Q2 2025
Cash flows used in operating activities increased by $23.9 million during YTD Q2 2026 compared to YTD Q2 2025. Our operating cash flows are negative as the proceeds from the Bitcoin sold from our Mining operations are classified within investing activities.
The increase in cash flows used in operating activities is driven by higher cash G&A expenses from continuing operations of $16.1 million. We also incurred higher infrastructure expenses and higher cash energy costs from continuing operations of $6.0 million and $2.9 million, respectively, during YTD Q2 2026 due to a higher cost per kWh and the acquisition of Stronghold completed at the end of the first quarter of 2025, which carried a smaller impact in YTD Q2 2025. In addition, during YTD Q2 2026 we paid interest expense of $3.6 million, mainly attributable to the complete settlement of both interest and principal on the Credit Facility, compared to interest expense paid of $1.1 million during YTD Q2 2025. Our working capital decreased by $29.7 million as explained in the Working Capital Section of this MD&A.
The increase was partially offset by net proceeds of $13.4 million received from the disposition of RECs and WTCs in YTD Q2 2026, compared to $4.1 million in YTD Q2 2025, and an increase of $5.3 million in interest income received due to having a higher average cash balance.
80 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
2. Cash Flows (Continued)
Cash Flows used in Investing Activities
YTD Q2 2026 v. YTD Q2 2025
Cash flows used in investing activities increased by $114.9 million in YTD Q2 2026 compared to YTD Q2 2025.
The increase in cash flows used in investing activities is driven primarily by (i) a decrease in proceeds earned from the sale of digital assets of $90.4 million as a result of lower Bitcoin prices when selling 649 Bitcoin in YTD Q2 2026 compared to higher Bitcoin prices when selling 1,480 Bitcoin in YTD Q2 2025, (ii) higher equipment and construction prepayments for the HPC infrastructure projects of $47.0 million in YTD Q2 2026, compared to YTD Q2 2025, mainly driven by our focus on HPC development activities, and (iii) the benefit from $47.5 million in proceeds from the sale of the Yguazu Bitcoin data center during YTD Q2 2025 compared to the $13.1 million in proceeds mainly from the sale of the Paso Pe Bitcoin data center during YTD Q2 2026.
The increase was partially offset by the net addition of $51.1 million of PPE during YTD Q2 2026, compared to $59.0 million for YTD Q2 2025, as last year's focus was investing in the acquisition of Miners and infrastructure build-out. Additionally, the acquisition of Stronghold included a $48.1 million cash payment in YTD Q2 2025.
Cash flows from financing activities
Cash flows from financing activities increased by $225.8 million from $70.6 million of cash generated for YTD Q2 2025 to $296.4 million for YTD Q2 2026.
YTD Q2 2026
We raised net proceeds of $444.5 million through the issuance of the 2026 Convertible Notes in June 2026 and the exercise of stock options for $7.0 million, partially offset by the repayment of the long-term debt, mainly the Credit Facility, for $113.6 million and the purchase of the 2026 Capped Calls relating to the 2026 Convertible Notes for $41.8 million.
2026 Convertible Notes
In June 2026, we issued $458.0 million aggregate principal amount of the 2026 Convertible Notes, which included the full exercise of the purchasers’ option to purchase up to an additional $58.0 million principal amount of Convertible Notes. Transaction costs of $13.5 million relating to agent fees and legal fees were capitalized and deducted from the carrying amount of the 2026 Convertible Notes. Net proceeds from the offering of the 2026 Convertible Notes were $444.5 million.
81 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
2. Cash Flows (Continued)
Macquarie Loan
In April 2025, we signed the Credit Facility for up to $300.0 million with Macquarie. In October 2025, we converted the entirety of the Credit Facility into a $300.0 million project debt facility for the development of the Panther Creek site and secured at the project level with a parent company guarantee. During the year ended December 31, 2025, we drew the initial tranche of $50.0 million and the second tranche of $50.0 million for a total of $100.0 million drawn. In February 2026, the Credit Facility was fully repaid, for a total of $116.9 million, including interest, principal and additional base return fees.
Cash flows from financing activities
YTD Q2 2025
We raised $50.0 million through the Macquarie Credit Facility and incurred $3.2 million professional fees. In addition, we raised $23.6 million of net proceeds from our At-The-Market Equity Offering Program ("2024 ATM Program") as discussed below.
At-The-Market Equity Offering Program
We commenced the 2024 ATM Program on March 11, 2024, by means of a prospectus supplement dated March 8, 2024 ("March Supplement"), to our short form base shelf prospectus dated November 10, 2023 ("Base Shelf"), and U.S. registration statement on Form F-10, which included a prospectus supplement related to the 2024 ATM Program.
We filed amended and restated prospectus supplements dated October 4, 2024, and December 17, 2024, providing disclosure regarding the Stronghold Transaction and amending and restating the March Supplement, to our existing $375.0 million Base Shelf, with both the Base Shelf and amended and restated prospectus supplement forming a part of our registration statement on Form F-10.
During YTD Q2 2025, we issued 14,444,643 common shares in the 2024 ATM Program in exchange for gross proceeds of $24.4 million. We received net proceeds of $23.6 million after paying commissions of $0.8 million to the sales agent.
On October 7, 2025, the 2024 ATM Program was completed, as we issued a total of 165,091,099 common shares in exchange for gross proceeds of $375.0 million, receiving net proceeds of $363.2 million since the inception of the 2024 ATM Program.
3. Capital Resources
Our capital management objective is to provide financial resources that will enable us to maximize the return to our shareholders while optimizing our cost of capital and ensuring we have sufficient liquidity to fund our operating and growth activities. In order to achieve this objective, we monitor our capital structure and make adjustments as required in light of our funding requirements, changes in economic conditions, the cost of providing and the availability of financing, and the risks to which we are exposed. Our financing strategy is to maintain a flexible capital structure that optimizes the cost of capital at an acceptable level of risk, to preserve our ability to meet financial obligations as they come due, and to ensure we have sufficient financial resources to fund our organic and acquisitive growth.
82 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
3. Capital Resources (Continued)
Based on our current plans and business conditions, we believe that our existing cash and Bitcoin, together with cash generated from operations and our future investing and financing activities, will be sufficient to satisfy our anticipated cash requirements for the next 12 months and beyond. Our expansion into HPC and AI infrastructure development is expected to increase capital intensity and shift the timing of cash inflows relative to capital outlays.
In October 2025, we drew an additional $50.0 million from the Macquarie Credit Facility, bringing the total drawn to $100.0 million and completed an offering of $588.0 million aggregate principal amount of the 2025 Convertible Notes which included an over allotment option by the initial purchasers to purchase $88.0 million aggregate amount of convertible senior notes. Net proceeds were approximately $569.1 million after transaction fees and approximately $69.1 million was used to fund a 125% capped call transaction. In February 2026, the Macquarie Credit Facility was fully repaid and the restricted cash balance of $57.5 million as of December 31, 2025 was no longer restricted.
In June 2026, we completed an offering of $458.0 million aggregate principal amount of the 2026 Convertible Notes which included an over allotment option by the initial purchasers to purchase $58.0 million aggregate amount of convertible senior notes. Net proceeds were approximately $444.5 million after transaction fees and approximately $41.8 million was used to fund a 100% capped call transaction.
On July 22, 2025, we announced that the TSX had approved a normal course issuer bid ("NCIB"), for twelve months, under which we may repurchase up to 49,943,031 of our common shares, representing approximately 10% of our public float as of July 14, 2025. Purchases under the NCIB commenced on July 28, 2025. All common shares purchased on the TSX or Nasdaq under the NCIB were cancelled. Following the U.S. Redomiciliation Transaction, Keel is continuing the NCIB under the same terms.
Developing and constructing data centers requires substantial up-front capital expenditures for land, substations, interconnection and specialized cooling systems, which may temporarily reduce liquidity. Although we expect to fund a portion of these expenditures through the strategic use of cash available, we may also supplement this source with external financing depending on market conditions and project timing.
We are likely to require additional capital to respond to technological advancements, competitive dynamics or technologies, business opportunities, challenges, acquisitions or unforeseen circumstances and, in either the short-term or long-term, may determine to engage in equity or debt financings. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In particular, the ongoing impacts of inflation and fluctuations in interest rates, global conflicts and other macroeconomic factors, including the imposition and enforceability of tariffs or other changes in trade policies and related uncertainties, have resulted in, and may continue to result in, significant disruption and volatility in the global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected.
83 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
3. Capital Resources (Continued)
Digital Asset Management Program
We operate a digital asset management program under which we hold Bitcoin for its intrinsic value and as a source of liquidity. We maintain internal controls over the management of our digital assets and evaluate and enhance these controls as appropriate, on a quarterly basis.
Under this program, Management is authorized to sell Bitcoin from treasury at its discretion.
The following table presents the total Bitcoin sold and proceeds in YTD Q2 2026, which was used to fund operations and expansion plans:
Three months ended
(U.S. $ in thousands except where indicated) June 30, 2026 March 31, 2026
Quantity of Bitcoin sold 585 64
Total proceeds 42,971 4,373
The sale of Bitcoin as described above, while we continued to earn Bitcoin, resulted in total holdings of 2,261 Bitcoin as of June 30, 2026, valued at approximately $132.4 million based on a Bitcoin price of approximately $58,600, as of June 30, 2026.
Bitcoin 2.1 program for digital assets management
During the third quarter of 2025, we implemented a new program, Bitcoin 2.1. Bitcoin 2.1 is a multi-strategy program that primarily sells both short and long dated out of the money calls on the Bitcoin held in treasury and future Bitcoin production in order to offset Bitcoin production costs and potentially achieve higher revenues per Bitcoin sold. Bitcoin 2.1 is designed as a low-cost and low-risk funding mechanism for energy infrastructure investments and has no objective around Bitcoin accumulation. The Board authorized the risk management committee to deploy up to (i) 100% of our Bitcoin in treasury, plus (ii) three months of expected forward production calculated on a rolling basis, plus (iii) $10.0 million under Bitcoin 2.1 to be actively managed and participate in volatility-targeting strategies.
On March 16, 2026, Reliz Ltd., the operating entity of BlockFills, a Chicago‑based cryptocurrency brokerage, trading platform, and liquidity provider, filed voluntary petitions for relief under Chapter 11 restructuring proceedings of the United States Bankruptcy Code. Prior to March 16, 2026, in connection with our Bitcoin option and selling contracts, we settled all outstanding contracts with BlockFills. During the three and six months ended June 30, 2026, we recognized a net gain of nil and $1.9 million, respectively, to close all positions and a credit loss expense of nil and $4.2 million, respectively, for the receivable from BlockFills after closing the contracts.
84 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
4. Contractual Obligations and Commitments
The following table presents the future principal capital payment of long-term debt and the future minimum lease payments required under non-cancellable leases as of June 30, 2026:
2026 2027 2028 2029 2030 + Total
Long-term debt 383 744 716 601 1,049,158 1,051,602
Operating lease liabilities* 2,014 3,182 3,274 3,222 12,131 23,823
Finance lease liabilities* 490 576 495 451 1,206 3,218
Capital commitments 146,857 72,745 — — — 219,602
149,744 77,247 4,485 4,274 1,062,495 1,298,245
*Minimum lease payments include $7.8 million of payments related to leases not yet commenced and $5.7 million of imputed interest.
Our commitments are summarized in Note 21 (Commitments and Contingencies) to the Q2 2026 Financial Statements.
5. Lawsuits
Our lawsuits are summarized in Note 21 (Commitments and Contingencies) to the Q2 2026 Financial Statements.
6. Contingent liability
Our contingent liability is summarized in Note 21 (Commitments and Contingencies) to the Q2 2026 Financial Statements.
85 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
7. Working Capital
As of June 30, As of December 31,
(U.S. $ in thousands except where indicated) 2026 2025 $ Change % Change
Total current assets 896,466 826,465 70,001 8 %
Total current liabilities 55,122 148,112 (92,990) (63) %
Working Capital 841,344 678,353 162,991 24 %
We continue to place importance on maintaining sufficient liquidity to fund our HPC development activities. We also anticipate requiring additional funds to complete our 2026 and 2027 growth plans. As of June 30, 2026, we had working capital of $841.3 million, compared to $678.4 million as of December 31, 2025.
The increase in working capital was largely due to our cash increasing by $142.1 million as explained in the "Liquidity and Capital Resources" section above. In addition, our current liabilities decreased by $93.0 million mainly due to the full reimbursement of the Credit Facility with the principal amounting to $100.0 million during the first quarter of 2026.
The increase in working capital was partially offset by (i) a $47.9 million decrease in digital assets, mainly due to a lower Bitcoin price as of June 30, 2026, partially offset by our Bitcoin balance increasing by 201 Bitcoin, (ii) a $9.3 million decrease in RECs and WTCs derived from Stronghold’s refuse operations due to the timing of sales of credits to third parties, and (iii) a $12.8 million net decrease in assets held for sale mainly due to the disposal of the South America discontinued operations which was partially offset by the reclassification of Miners and Mining electrical components as held for sale following the cessation of operations in Washington State, Sharon, Panther Creek and Scrubgrass sites in the United States.
86 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
IV. CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We describe our most significant accounting policies in detail in Note 2 (Significant Accounting Policies) to our 2025 Annual Financial Statements (Part II, Item 8), included in the Annual Report. Management regularly evaluates its estimates and their underlying assumptions using historical experience and other factors it believes to be reasonable under the circumstances. The following select accounting policies and estimates are believed to be critical to understanding this MD&A, but are not limited to:
Estimation of useful lives of property, plant, and equipment
Property, plant and equipment are carried at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants, and include the initial estimate of the costs of dismantling and removing the item and restoring the site on which the item is located when a legal obligation exists at the time the asset is placed in service. We determine the estimated useful lives, residual values and related depreciation expense based on historical experience, anticipated usage, technological changes and replacements schedules. Determining useful lives requires judgment regarding the expected period over which the assets will provide economic benefits, and is subject to uncertainty, particularly in industries where assets may become obsolete due to technological innovation or changes in business strategy. Management periodically reviews these estimates and adjusts them when events or changes in circumstances indicate that the current estimated useful lives may no longer be appropriate, which would affect the timing and amount of depreciation expense, resulting in changes that could have a material impact on our financial results in future periods.
During Q2 2026, our cessation of Bitcoin Mining operations at our Washington State, Panther Creek, Scrubgrass and Sharon sites in connection with our transition to HPC infrastructure resulted in Management revising the estimated useful lives and residual values of certain long-lived assets at those sites, resulting in incremental depreciation expense, as described in Note 10 to the Q2 2026 Financial Statements.
Impairment of long-lived assets
Our long-lived assets (including property, plant, and equipment, right-of-use assets and intangible assets with finite useful lives) are assessed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When indicators of potential impairment are present, we prepare a projected undiscounted cash flow analysis for the respective asset or asset group, and if the sum of the undiscounted cash flow is less than the carrying amount of the asset or asset group, an impairment loss is recognized equal to the excess of the carrying amount over the fair value of the asset or asset group. Impairment losses are recognized in the unaudited consolidated statements of operations in the period in which the impairment is identified and are not reversed in subsequent periods.
Indicators of impairment may include significant declines in market demand, adverse changes in business or economic conditions, technological obsolescence, or a decision to significantly modify or dispose of an asset. These estimates require significant judgment and are sensitive to changes in assumptions regarding future revenues, operating costs and market conditions. Actual future outcomes could result in different conclusions that could materially affect the consolidated financial statements.
87 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
IV. CRITICAL ACCOUNTING POLICIES AND ESTIMATES (Continued)
Measurement of financial instruments
We measure certain derivative financial instruments and assets at fair value either on a recurring or non-recurring basis depending on their nature. Derivative financial instruments reflect the estimated amounts that we would receive or pay, taking into consideration counterparty risk or our credit risk, and in the case of embedded derivatives, are determined using a combination of the Monte Carlo simulation model to simulate future prices based on probability factors and the Black-Scholes Model. Derivative financial instruments include, but are not limited, to Bitcoin option and selling contracts, Bitcoin redemption options and capped calls. Changes in fair value are recognized in Gain on derivative assets and liabilities, and may have a material impact on the amounts reported in our unaudited condensed consolidated financial statements.
88 Page
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
PART I - FINANCIAL INFORMATION