Risks include a limited cash runway and ongoing losses, with debt potentially restricting flexibility if project timelines slip and future equity issuances could dilute existing shareholders.

Keel will enter privately negotiated capped call transactions to reduce dilution and offset conversion payments, with a cap aimed at a 100% premium to the last sale price on Nasdaq on the pricing date.

Going forward, investors should watch for conversion into leases, government contracts and tenant agreements, site utilization, and any additional debt or equity financings that could affect the balance sheet.

Keel became the ultimate parent of Bitfarms Ltd. on April 1, 2026, through a statutory plan of arrangement, with Bitfarms shares exchanged for Keel stock.

Proceeds from the offering will fund capped call transactions to reduce dilution and support general corporate needs, including long-lead equipment deposits and potential letters of credit for data center expansion.

Keel is offering convertible senior notes with an initial conversion rate and terms determined at pricing, and the notes can be converted into Keel common stock, cash, or a mix.

The notes are senior unsecured obligations of Keel and are guaranteed on a senior unsecured basis by its subsidiary Bitfarms Ltd.

Forward-looking statements accompany the deal and are subject to risks from market conditions, regulatory changes, capital needs, crypto market volatility, and operational risks; investors are urged to review SEC filings for details.

Keel Infrastructure upsized its convertible notes offering to US$400 million to finance capped call arrangements and scale AI and high-performance computing data center projects.

The notes carry a 1.250% fixed coupon, mature in 2032, and include a 25% conversion premium at US$7.41 per share, with capped calls designed to offset dilution.

The notes and any common stock issued upon conversion will not be registered under the U.S. Securities Act; the offering targets qualified institutional buyers in the U.S. and exemptions in Canada, with approvals needed from TSX and Nasdaq.

Hedging by capped call counterparties could influence Keel’s stock price and convertible note valuations through market operations and adjustments.