Existing liquidity expected to be sufficient to develop Panther Creek, Sharon, and Moses Lake through leasing; opportunistic capital raise expected to improve flexibility to make value-add investments across current developments
NEW YORK, June 09, 2026 (GLOBE NEWSWIRE) -- Keel Infrastructure Corp. (NASDAQ/TSX:KEEL), a North American digital and energy infrastructure company ("Keel" or the "Company"), today announced that it has closed its offering of $458 million aggregate principal amount of 1.250% convertible senior notes due 2032 (the "Convertible Notes"), which includes the exercise in full of the $58 million option granted to the initial purchasers of the Convertible Notes.
Summary of the Offering
Approximately $445.4 million in net proceeds to Keel, after deducting the initial purchasers' discounts and commissions but before deducting the estimated offering expenses and the cost of the capped call transactions.
Interest coupon of 1.250% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027.
Initial conversion price of approximately $7.41 per share of common stock, which represents an approximately 25% premium to the last reported sale price of $5.93 per share of common stock on the Nasdaq on June 4, 2026.
Initial cap price of the capped call transaction of $11.86 per share of common stock , which represents a premium of 100% to the last reported sale price of $5.93 per share of common stock on the Nasdaq on June 4, 2026.
Use of ProceedsThe Company's existing liquidity is expected to be sufficient to develop Panther Creek, Sharon, and Moses Lake through leasing. The proceeds from this offering are expected to improve the Company's flexibility to make value-add investments across the Company's current developments.
Keel intends to use the net proceeds as follows:
A portion of the net proceeds from this offering was used to fund the cost of entering into the capped call transactions described above.
The remaining net proceeds will be used for general corporate purposes, which may include funding deposits for long-lead equipment and/or collateralizing letters of credit related to expanding and/or accelerating data center development projects.
Additional Information
The payment obligations under the notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by Bitfarms Ltd. (the "guarantor"). Keel may settle conversions of the Convertible Notes in cash, common stock or a combination of cash and common stock, at its election. Keel will have the right to redeem the Convertible Notes in certain circumstances and will be required to offer to repurchase the Convertible Notes upon the occurrence of certain events. Prior to October 15, 2031, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at the option of holders at any time until the close of business on the scheduled trading day immediately preceding the maturity date. The Convertible Notes will mature on January 15, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms.
The Convertible Notes and the common stock issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of ...
