Keel Infrastructure (KEEL) raises $458M via 1.25% convertible notes due 2032
Rhea-AI Filing Summary
Keel Infrastructure Corp. completed a private offering of $458,000,000 aggregate principal amount of 1.250% Convertible Senior Notes due 2032, fully and unconditionally guaranteed on a senior unsecured basis by Bitfarms Ltd. The Notes bear 1.250% interest, payable semi-annually, and mature on January 15, 2032, with limited conversion rights until October 15, 2031 and full holder conversion rights thereafter.
The initial conversion rate is 134.9073 shares of common stock per $1,000 principal amount, implying an initial conversion price of about $7.41 per share, and is subject to customary adjustments and make-whole increases upon certain corporate events. Keel may settle conversions in cash, stock, or a combination and may redeem the Notes after July 20, 2029 if its share price meets a 130% conversion-price trigger.
To manage potential dilution and cash outflows on conversion, Keel entered into capped call transactions covering the shares underlying the Notes, with a cap price initially set at $11.86 per share, a 100.0% premium to the last reported share price on June 4, 2026. The capped calls cost approximately $41.7 million. The company states that proceeds from the offering are expected to improve flexibility for value-add investments across current developments, and notes that existing liquidity is expected to be sufficient to develop its Panther Creek, Sharon, and Moses Lake projects through leasing.
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Insights
Keel adds low-coupon convertible debt with capped calls to fund growth.
Keel Infrastructure issued $458,000,000 of 1.250% Convertible Senior Notes due 2032, guaranteed by Bitfarms Ltd. This increases senior unsecured indebtedness while locking in a relatively low coupon, with structural subordination to secured debt and non‑guarantor subsidiaries.
The initial conversion price of about $7.41 per share and maximum initial conversion rate allowing up to 77,234,372 shares highlight meaningful potential equity dilution if fully converted. However, Keel purchased capped call transactions, with a cap price of $11.86, for about $41.7 million to reduce dilution and/or offset cash payments above principal on conversion.
Management indicates existing liquidity should fund key projects such as Panther Creek, Sharon, and Moses Lake, while the new proceeds are expected to improve flexibility for value‑add investments across current developments. Actual impact on leverage, dilution, and returns will depend on future share performance, conversion behavior, and execution of the development pipeline.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
Indenture financial
Capped Call Transactions financial
Fundamental Change financial
Events of Default financial
Rule 144A regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
Indenture and Convertible Notes
On June 9, 2026, Keel Infrastructure Corp. (the “Company”) issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of June 9, 2026, among the Company, Bitfarms Ltd., as guarantor (the “Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”). Pursuant to the purchase agreement, dated June 4, 2026, among the Company, the Guarantor and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $58,000,000 aggregate principal amount of Notes. The Notes issued on June 9, 2026 include $58,000,000 aggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.
The payment obligations under the Notes are fully and unconditionally guaranteed, on a senior, unsecured basis, by the Guarantor.
The Notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment with any of the Company’s unsecured indebtedness that is not so subordinated (including the Company’s obligations with respect to the Company’s existing 1.375% convertible senior Notes due 2031 (the “Existing Convertible Notes”)); and effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. In the event of the Company’s bankruptcy, liquidation, reorganization or other winding up, the Company’s assets that secure secured debt will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been repaid in full. The Notes will rank structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of the Company’s subsidiaries that do not guarantee the Notes.
The guarantee of the Guarantor will be the Guarantor’s senior unsecured obligation and will rank senior in right of payment to any indebtedness of the Guarantor that is expressly subordinated in right of payment to the guarantee; equal in right of payment with any unsecured indebtedness of the Guarantor that is not so subordinated (including the Guarantor’s obligations with respect to the Existing Convertible Notes); and effectively junior in right of payment to any secured indebtedness of the Guarantor, to the extent of the value of the assets securing such indebtedness. The guarantee will rank structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of the Guarantor’s subsidiaries.
The Notes accrue interest at a rate of 1.250% per annum, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes will mature on January 15, 2032, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately preceding October 15, 2031, holders of the Notes will have the right to convert their Notes only upon the occurrence of certain events. On or after October 15, 2031, holders of the Notes may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date.
The Company will have the right to elect to settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Common Stock, or any combination of cash and shares of the Company’s Common Stock. The initial conversion rate is 134.9073 shares of Common Stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $7.41 per share. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after July 20, 2029 and before the 31st scheduled trading day immediately preceding the maturity date, but only if the last reported sale price per share of the Company’s Common Stock is at least 130% of the conversion price for at least twenty (20) trading days (whether or not consecutive) during any thirty (30) consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides such redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, calling any Note for redemption will result in the conversion rate applicable to the conversion of that Note being increased in certain circumstances if it is converted after it is called for redemption.
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If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to certain conditions, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes, among other events, certain business combination transactions involving the Company.
The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture when due; (iii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default is not cured within three business days after its occurrence; (iv) the failure by the Company or the Guarantor to comply with certain covenants in the Indenture relating to the ability of the Company or the Guarantor to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company or the Guarantor, as applicable, and its subsidiaries, taken as a whole, to another person; (v) a default by the Company or the Guarantor in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company, the Guarantor or any of the Company’s significant subsidiaries with respect to indebtedness for borrowed money in excess of $25,000,000; (vii) the rendering of certain judgments against the Company, the Guarantor or any of the Company’s significant subsidiaries for the payment of at least $25,000,000, where such judgments are not discharged or stayed within 60 days after date on which the right to appeal has expired or on which all rights to appeal have been extinguished; (viii) certain events of bankruptcy, insolvency and reorganization involving the Company, the Guarantor or any of the Company’s significant subsidiaries; (ix) a termination of trading occurs and (x) except as permitted by the Indenture, any guarantee of the Notes ceases to be in full force and effect or the Guarantor denies or disaffirms its obligations under its guarantee of the Notes.
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company or the Guarantor or any of the Company’s significant subsidiaries occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on, all of the Notes then outstanding to become due and payable immediately.
If a termination of trading occurs, the Company may cure such Event of Default by offering to purchase the outstanding Notes as if the occurrence of the termination of trading were a fundamental change and make-whole fundamental change.
The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. The above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.
Capped Call Transactions
On June 4, 2026, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with one or more of the initial purchasers or their respective affiliates and/or one or more other financial institutions (the “Option Counterparties”). In addition, on June 5, 2026, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of the Company’s Common Stock initially underlying the Notes, and are expected generally to reduce potential dilution to the Company’s Common Stock upon any conversion of the Notes and/or offset any cash payments the Company could be required to make in excess of the principal amount of converted Notes, as the case may be, upon conversion of the Notes, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $11.86 per share (subject to adjustment under the terms of the Capped Call Transactions), which represents a premium of 100.0% over the last reported sale price of the Company’s Common Stock on June 4, 2026. The cost of the Capped Call Transactions was approximately $41.7 million.
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The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any noteholder’s rights under the Notes or the Indenture. Noteholders of the Notes will not have any rights with respect to the Capped Call Transactions.
The above description of the Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Capped Call Transactions is filed as exhibit 10.1 to this Current Report on Form 8-K, and are incorporated herein by reference. The above summary is qualified by reference to the terms of the form of confirmation set forth in such exhibit.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 77,234,372 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 168.6340 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Item 8.01. Other Events.
Press Release
On the Closing Date, the Company issued a press release announcing that it has completed the sale of the Notes, pursuant to the purchase agreement among the Company, the Guarantor and the initial purchasers of the Notes. A copy of the Company’s press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates, and projections as at the date of this news release and are covered by safe harbors under U.S. and Canadian securities laws. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “positioning”, “prospects”, “believes”, “on track” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. This forward-looking information is contained throughout this Current Report in Form 8-K.
This forward-looking information is based on assumptions and estimates of management of Keel at the time they were made, and involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Keel to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking information. Such factors, risks, and uncertainties include risks and uncertainties disclosed in Keel’s filings with the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov and under its profile at www.sedarplus.ca, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings with the SEC. There may be other factors that cause results not to be as anticipated, estimated, or intended, including factors that are currently unknown to or deemed immaterial by Keel. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Keel does not undertake any obligation to revise or update any forward-looking information other than as required by law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
Number |
Description | |
| 4.1* | Indenture, dated as of June 9, 2026, among Keel Infrastructure Corp. as Issuer, Bitfarms Ltd. as Guarantor, and Computershare Trust Company, N.A., as Trustee. | |
| 4.2 | Form of certificate representing the 1.250% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.1). | |
| 10.1 | Form of Capped Call Transaction. | |
| 99.1 | Press release of Keel Infrastructure Corp. announcing the closing of its Convertible Notes offering, dated June 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K because disclosure would constitute a clearly unwarranted invasion of personal privacy. Redacted information is indicated by [***]. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Keel Infrastructure Corp. | ||
| (Registrant) | ||
| Date: June 9, 2026 | By: | /s/ Jonathan Mir |
| Jonathan Mir | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Keel Infrastructure Announces Closing of $458 Million of Convertible Senior Notes
| ● | A portion of proceeds was used to fund the cost of capped calls intended to offset any dilution upon conversion of the convertible notes up to a Keel share price of $11.86 |
| ● | 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 9, 2026 – 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 Proceeds
The 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 1933, as amended (the “Securities Act”), or registered under any state securities laws, or qualified by a prospectus in any province or territory of Canada. The Convertible Notes and the common stock may not be offered, sold or delivered, directly or indirectly, in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Convertible Notes were offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). Offers and sales in Canada were made only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.
The Company is relying on the exemption under Section 602.1 of the Toronto Stock Exchange’s Company Manual (the “TSX manual”) available to Eligible Interlisted Issuers (as defined in the TSX manual) in respect of the offering.
This press release is neither an offer to sell, nor is it a solicitation of an offer to buy the Convertible Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Convertible Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Keel Infrastructure Corp.
Keel Infrastructure is a North American digital infrastructure and energy company that develops and owns data centers and energy infrastructure for high-performance computing workloads, including AI. With a pipeline of 2.2 gigawatts and established grid interconnections already in place, Keel delivers scalable infrastructure solutions in high-demand power markets across Pennsylvania and Washington in the United States, and Québec in Canada. Keel is headquartered in New York City and trades under the ticker symbol "KEEL" on Nasdaq and TSX.
On April 1, 2026, Keel became the ultimate parent company of Bitfarms Ltd. and its subsidiaries (“Bitfarms”) pursuant to a statutory plan of arrangement (the “Arrangement”) as part of Bitfarms' previously announced intention to redomicile from Canada to the United States and rebrand to Keel Infrastructure. Pursuant to the Arrangement, Keel indirectly acquired all issued and outstanding common shares in the capital of Bitfarms, and in exchange, holders of the common shares of Bitfarms received one share of common stock of Keel per common share of Bitfarms.
Forward-Looking Statements
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates, and projections as at the date of this news release and are covered by safe harbors under Canadian and U.S. securities laws. The statements and information in this release regarding the offering of Convertible Notes, the capped call transactions, and the use of proceeds of the offering of Convertible Notes, among others, are forward-looking information.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “positioning”, “prospects”, “believes”, “on track” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
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This forward-looking information is based on assumptions and estimates of management of Keel at the time they were made, and involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Keel to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking information. Such factors, risks, and uncertainties include, among others: our limited operating history and history of operating losses, which make it difficult to evaluate our business and prospects; our evolving business model and strategy, including our strategic transformation from Bitcoin mining to high-performance computing (“HPC”) infrastructure, which may not be successful; our dependence on reliable and economical sources of power, including regulated electricity rates in Québec (Canada), Pennsylvania and Washington state (United States); our reliance on a limited number of third-party suppliers and manufacturers, including those in foreign jurisdictions, exposing us to supply chain disruptions, trade restrictions, and tariff risks; delays, cost overruns, and other risks associated with the continued development of our existing and planned facilities; intense competition from other Bitcoin mining companies and established HPC data center operators, some of which may have greater resources and experience; the potential inadequacy of our insurance coverage to protect against all losses; our increased focus on developing HPC and AI data centers may not become profitable and may divert resources from our Bitcoin mining operations; the capital-intensive nature of constructing HPC data centers and our potential inability to secure financing for such efforts; significant competition for suitable data center sites and regulatory constraints that could adversely impact our development pipeline; our dependence on significant customers for our HPC data centers, and the risk of customer default or failure to make timely payments; the rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin mining, which may negatively impact our expansion efforts; the high volatility of Bitcoin prices, which has significantly affected and will continue to affect the profitability of our operations; periodic Bitcoin halving events that reduce mining rewards and could render our mining operations unprofitable; increases in cryptocurrency network difficulty and global computing power that could reduce our mining revenues; our reliance on a single third-party mining pool operator, subjecting us to concentration risk; fraud or failure of Bitcoin exchanges, custodians, and other trading venues that could adversely impact Bitcoin prices and our business; our requirement to obtain and comply with numerous government permits and approvals across multiple jurisdictions; extensive environmental, energy, and climate-related regulation that could result in significant additional costs or liabilities; political uncertainty in the U.S. and internationally, including potential regulatory and policy changes affecting the cryptocurrency and data center industries; cybersecurity threats and hacking attacks that could compromise our systems and data; the need for additional capital in the future, with no assurance that financing will be available on acceptable terms; risks that our hedging activities may not be effective and could result in significant losses; counterparty risk with respect to the capped call transactions entered into in connection with the convertible notes; potential dilution to shareholders from future issuances of capital stock, conversion of convertible notes, or exercise of options and warrants; and risks related to the U.S. Redomiciliation Transaction, including the possibility that anticipated benefits may not be realized. For further information concerning these and other risks and uncertainties, refer to Keel’s filings with the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov and under its profile at www.sedarplus.ca, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings with the SEC. There may be other factors that cause results not to be as anticipated, estimated, or intended, including factors that are currently unknown to or deemed immaterial by Keel. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Keel does not undertake any obligation to revise or update any forward-looking information other than as required by law. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither Nasdaq, the Toronto Stock Exchange, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Investor Relations Contact:
Laine Yonker
ir@keelinfra.com
Media Contact:
Tara Goldstein
media@keelinfra.com
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