Keel Infrastructure Corp.

Previous wording

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 months ended March 31, 2026 (the “Q1 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.

Current wording

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.

Previous wording

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, and approximately 100% renewable hydroelectric energy provided 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.

Current wording

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.

Previous wording

We maintain our legacy Bitcoin Mining operations to maximize the value of those assets. These Bitcoin Mining operations primarily comprise selling computational power that performs hashing calculations for the purpose of cryptocurrency mining in the United States, Canada and Paraguay, with operations in Paraguay concluding following the sale of our final site there on April 21, 2026. Refer to Note 8 and 21 of the Q1 2026 Financial Statements for disclosures related to discontinued operations in Paraguay and Argentina.

Current wording

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.

Previous wording

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 Bitcoin Mining and HPC, or could result in increased power costs for these types of operations.

Current wording

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.

Previous wording

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 Bitcoin Mining or HPC 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.

Current wording

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.

Previous wording

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 compute 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.

Current wording

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.

Previous wording

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 two halving events for Bitcoin are expected to take place in 2028 at block 1,050,000 (when the reward will reduce to 1.5625 Bitcoin), and in 2032 at block 1,260,000 (when the reward will reduce to 0.78125 Bitcoin).

Current wording

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).

Previous wording

Efficiency of Miners and Ability to Procure Data Center Equipment

Current wording

Ability to Procure Data Center Equipment

Previous wording

From time-to-time, disruption in global supply chains may result in shortages of advanced Mining-related equipment and HPC and AI infrastructure components that meet our standards of quality and efficiency.

Current wording

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.

Previous wording

Secured Gross 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.

Current wording

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.

Previous wording

Gross power capacity that has not been contracted under an electric supply agreement but is currently being evaluated at the U.S. Sites and Quebec 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.

Current wording

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.

Previous wording

Total Pipeline represents the sum of Secured Gross Data Center Capacity and Identified Additional Gross 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.

Current wording

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.

Previous wording

The following table presents our key performance indicators for the three months ended March 31, 2026 and 2025:

Current wording

The following table presents our key performance indicators for the three and six months ended June 30, 2026 and 2025:

Previous wording

During Q1 2026, we earned 388 Bitcoin, compared to 492 Bitcoin earned during Q1 2025, representing a decrease of 21% from the prior period as a result of a 27% higher average Network Difficulty, partially offset by an increase in hashrate from our expansions and upgrades to our Miner fleet with higher efficiency Miners.

Current wording

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.

Previous wording

During Q1 2026 the cost per kWh was $0.058 compared to $0.047 in Q1 2025. The 24% increase is mainly due to higher cost in the United States due to higher generation costs and the acquisition of Stronghold, late in the first quarter of 2025.

Current wording

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.

Previous wording

Ending energy efficiency remained stable at 18 Watts/TH as of March 31, 2026, compared to March 31, 2025. This stability was supported by the average efficiency also holding constant at 18 average Watts/TH across both periods.

Current wording

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.

Previous wording

We earned our revenues during Q1 2026 from our North American operations. Canada and the United States accounted for 48% and 52% of total revenues, respectively, compared to 61% and 39% in Q1 2025, respectively.

Current wording

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.

Previous wording

In Q1 2026, revenues from our operations in Canada decreased by $11.5 million compared to Q1 2025 due to the decrease in average Bitcoin price and the increase in Network Difficulty. Revenues from our operations in the United States increased by $0.8 million compared to Q1 2025 due to the $5.6 million increase in the sale of energy in the United States, partially offset by the factors explained above.

Current wording

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.

Previous wording

Revenues were $37.0 million in Q1 2026 compared to $47.7 million in Q1 2025. The decrease of $10.7 million, or 22% is mainly due to a $16.0 million decrease in Bitcoin Mining revenue resulting from the decrease in average Bitcoin price and a higher Network Difficulty. During Q1 2026, we mined 388 Bitcoins with an average Bitcoin price of $75,840, compared to 492 Bitcoins with an average Bitcoin price of $92,138 in Q1 2025. In addition, following the acquisition of Stronghold, late in the first quarter of 2025, we recorded Energy Sales for only 17 days during Q1 2025, compared to 90 days in Q1 2026, resulting in a $5.6 million increase in Energy Sales.

Current wording

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.

Previous wording

The increase was 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.

Current wording

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.

Previous wording

For Q1 2026, our G&A expenses were $26.8 million, compared to $17.6 million in Q1 2025. The increase in G&A expenses of $9.2 million, or 52%, was largely due to a $6.8 million increase in professional services related to our U.S. redomiciliation, U.S. GAAP conversion, and sale of Paso Pe Bitcoin data center that was completed on April 21, 2026.

Current wording

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.

Previous wording

Salaries and wages increased by $3.3 million due to (i) the increase in our overall headcount in Q1 2026 compared to Q1 2025 to support the expansion in the United States as well as merit and market-based adjustments and cost of living salary increases and (ii) the salaries paid to Stronghold employees following the acquisition, towards the end of Q1 2025.

Current wording

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.

Previous wording

Interest income was $3.7 million for Q1 2026, compared to $0.8 million for Q1 2025. The increase was due to our higher average cash balance during Q1 2026 compared to Q1 2025.

Current wording

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.

Previous wording

Interest expense was $3.6 million in Q1 2026, compared to $0.2 million for Q1 2025. This increase was primarily attributable to the interest incurred on both the Macquarie credit facility (the “Credit Facility”) and the $588,000 aggregate principal amount of convertible senior notes (the “Convertible Notes”), which were issued in the second and fourth quarters of 2025, respectively. During Q1 2026, the Credit Facility was fully repaid for a total of $117.0 million, including interest, principal and additional base return fees, and was no longer required to have restricted cash. We recorded a total $21.6 million loss 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 Q1 2026 Financial Statements.

Current wording

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.

Previous wording

Our other expenses were $6.2 million in Q1 2026, compared to $0.2 million in Q1 2025. The $5.9 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 Q1 2026; and (ii) a $1.6 million unfavorable change in amortization of transaction costs and debt discount related to the Credit Facility and the Convertible Notes.

Current wording

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.

Previous wording

During the second quarter of 2025, our energy supplier halted the supply of electricity to our Rio Cuarto, Argentina Bitcoin data center. 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.

Current wording

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.

Previous wording

The agreement includes the transfer of all assets and liabilities of Backbone Argentina, which previously operated the Company’s Bitcoin mining data center in Rio Cuarto, Argentina. The total cash consideration to be received at closing is $0.4 million. Closing remains subject to the satisfaction of conditions precedent and is expected during the second quarter of 2026.

Current wording

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.

Previous wording

On April 21, 2026, the Company completed the sale of Paso Pe Bitcoin data center pursuant to a January 2026 definitive share purchase agreement. The transaction involved the sale of the Company’s 100% ownership stake in the Company’s 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.

Current wording

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.

Previous wording

During the three months ended March 31, 2026, discontinued operations in Paraguay resulted in a net loss of $13.5 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 Q1 2026.

Current wording

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.

Previous wording

In Q1 2026, a $41.4 million loss on the change in fair value of digital assets was recognized, compared to $23.0 million in Q1 2025, primarily due to a further decline in Bitcoin prices.

Current wording

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.

Previous wording

In Q1 2026, the realized loss on disposition of digital assets amounted to $1.8 million, compared to a $5.0 million gain for Q1 2025 as a result of a lower Bitcoin average selling price, partially offset by a lower quantity of Bitcoin sold.

Current wording

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.

Previous wording

EBITDA is defined as net 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:

Current wording

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:

Previous wording

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 currency exchange; (vii) other expense (income); and (viii) 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:

Current wording

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:

Previous wording

A. Reconciliation of Consolidated Net (loss) income from continuing operations to EBITDA and Adjusted EBITDA****from Continuing Operations (Continued)

Current wording

A. Reconciliation of Consolidated (loss) income from continuing operations to EBITDA and Adjusted EBITDA from Continuing Operations (Continued)

Previous wording

The following discussion on cash flows include 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 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. Subsequently, on April 21, 2026, we sold the Paso Pe Bitcoin data center.

Current wording

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.

Previous wording

Cash flows used in operating activities increased by $45.8 million during Q1 2026 compared to Q1 2025. Our operating cash flows are negative as the proceeds from the Bitcoin sold from our Mining operations are classified within investing activities.

Current wording

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.

Previous wording

The increase in cash flows used in operating activities is driven by higher cash G&A expenses from continuing operations of $10.6 million. We incurred higher cash energy costs of $5.1 million from continuing operations during Q1 2025 due to higher electricity costs, and higher infrastructure expenses from continuing operations of $9.6 million in relation to the operating expenses at the Panther Creek and Scrubgrass power plants. In addition, during Q1 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 $0.6 million during Q1 2025. Our working capital decreased by $37.6 million as explained in theWorking CapitalSection of this MD&A.

Current wording

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.

Previous wording

The increase was partially offset by net proceeds of $8.6 million received from the disposition of RECs and WTCs in Q1 2026, compared to nil in Q1 2025.

Current wording

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.

Previous wording

The increase in cash flows used in investing activities is driven primarily by (i) lower proceeds earned from the sale of digital assets of $32.9 million as a result of lower Bitcoin prices when selling 64 Bitcoin in Q1 2026 compared to higher Bitcoin prices when selling 428 Bitcoin in Q1 2025, (ii) higher equipment and construction prepayments for the HPC infrastructure projects of $47.4 million in Q1 2026, compared to Q1 2025, mainly driven by our focus on HPC development activities, and (iii) the benefit from $32.0 million in proceeds from the sale of the Yguazu Bitcoin data center during Q1 2025.

Current wording

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.

Previous wording

The increase was partially offset by the net addition of $8.8 million of PPE during Q1 2026, compared to $41.2 million for Q1 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 Q1 2025. The net cash flow impact from derivative assets and liabilities improved to $3.0 million, with net proceeds of $1.4 million received in Q1 2026, compared to net payments of $1.6 million made in Q1 2025.*** ***

Current wording

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.