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Keel Infrastructure Corp.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

KEEL$1.87+13.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001812477-26-000023

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001812477-26-000040

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 293 previous paragraphs and 275 current paragraphs.

175 unchanged; 77 reworded; 20 added; 34 removed; 7 previous and 3 current paragraphs rearranged.

Tables are not compared: 48 previous and 46 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

Commencement of data center infrastructure dedicated to HPC and AI use at Washington State Site

Current report

In September 2026, we commenced construction of data center infrastructure dedicated to HPC and AI use at our Washington State site, marking the start of physical site works for the conversion of 18 gross MW to future HPC and AI use. This represents our first HPC and AI development project to enter the construction phase.

Current report

In September 2026, we entered into an amendment to our interconnection agreement with the City of Baie-Comeau, increasing contracted power at our Baie-Comeau site by 8 gross MW, from 22 gross MW to 30 gross MW. The amendment also authorizes the conversion of the full 30 gross MW from cryptocurrency Mining to data center use, including artificial intelligence applications.

Current report

During Q3 2026, we sold 2,520 Bitcoin comprising all 2,261 Bitcoin held in treasury as of June 30, 2026 and the 259 Bitcoin Mined during the quarter, for $192.2 million and transitioned to a strategy of selling Bitcoin generally on a daily basis as it is Mined. Proceeds are being used to support our liquidity and fund our operations.

Current report

As of September 30, 2026, 18 gross MW of our Current Energized Capacity at our Washington State site was under construction for conversion of the data center for HPC and AI use.

Current report

During Q3 2026 the cost per kWh was $0.048 compared to $0.051 in Q3 2025. The 6% decrease is mainly due to the cessation of Bitcoin Mining operations in the United States during the second quarter of 2026, which carried a higher cost per kWh than the Company's legacy Bitcoin Mining operations in Canada.

Current report

Our cost of revenues was $42.2 million for Q3 2026 compared to $70.2 million for Q3 2025. The lower cost of revenues was mainly due to a decrease in non-cash depreciation and amortization expense of $13.9 million reflecting a larger depreciable asset base in Q3 2025, when new Miners, power plants and electrical infrastructure were added. By contrast, in Q3 2026, a greater number of Miners were reclassified as non-depreciable assets held for sale following the cessation of Mining activities in the United States, alongside advancing construction costs related to the development of HPC data centers. In addition, the decrease in our cost of revenues was driven by a decrease of $11.2 million in infrastructure expenses mainly due to a $9.2 million non-recurring expense in Q3 2025 in customs duties following a determination by U.S. Customs and Border Protection regarding Miners imported by the Company in 2021. Lower Mining activity in Q3 2026, including the cessation of our Bitcoin Mining operations in the United States during the second quarter of 2026, further reduced infrastructure expenses and drove a $3.0 million decrease in energy expenses.

Current report

For Q3 2026, our G&A expenses were $34.3 million, compared to $17.2 million in Q3 2025. The increase in G&A expenses of $17.1 million, or 100%, was largely due to a $6.0 million increase in stock-based compensation, reflecting larger combined vesting of the outstanding balance of stock options, restricted stock units (“RSU”) and performance stock units (“PSUs”) at higher fair values in Q3 2026 relative to Q3 2025 and a $5.9 million increase in professional services related to our business transformation initiatives, including the enhancement of our systems and processes to support our transition to develop data center infrastructure dedicated to HPC and AI use.

Current report

D. Total other (expense) income from continuing operations(Continued)

Current report

During Q3 2025, upon classifying the assets of the Paso Pe operations as held for sale, we assessed their value at fair value less costs to sell which resulted in an impairment loss of $27.0 million.

Current report

In Q3 2026, the realized loss on disposition of digital assets amounted to $32.2 million, compared to a $4.8 million gain in Q3 2025, mainly due to the liquidation of all our Bitcoin holdings at an average selling price below their cost basis during Q3 2026.

Current report

Cash flows from investing activities decreased by $17.4 million in YTD Q3 2026 compared to YTD Q3 2025.

Current report

The decrease was partially offset by an increase in proceeds earned from the sale of digital assets of $80.3 million as a result of selling all our Bitcoin holdings in YTD Q3 2026 and the acquisition of Stronghold included a $48.1 million cash payment in YTD Q3 2025.

Current report

During Q3 2025, we repurchased 7,807,141 common shares for cancellation through the NCIB in exchange for $9.9 million at an average share price of approximately $1.27 and paid $0.1 million of commissions to the purchasing agent. No common shares were repurchased under the NCIB after Q3 2025.
Removed paragraphs (34)

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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").

Previous report

Cessation of Bitcoin Mining Operations at Panther Creek, Scrubgrass and Sharon sites

Previous report

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.

Previous report

On July 6, 2026, we announced the appointment of Ganesh Aiyer as President to lead the our commercial and pipeline expansion activities.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

H.(Loss) gain on disposition of property, plant and equipment and deposits from continuing operations

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

Cash flows used in investing activities increased by $114.9 million in YTD Q2 2026 compared to YTD Q2 2025.

Previous report

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.

Previous report

Under this program, Management is authorized to sell Bitcoin from treasury at its discretion.

Previous report

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.
Reworded paragraphs (77)

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 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.

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 nine months ended September 30, 2026 (the "Q3 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 Note 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

Our Financial Statements and this MD&A are reported in thousands of U.S. dollars and U.S. dollars, respectively, except where otherwise noted.

Current wording

Our Financial Statements are reported in thousands of U.S. dollars. Amounts in the tables in this MD&A are presented in thousands of U.S. dollars and amounts in the narrative discussion are presented in U.S. dollars, except where otherwise noted.

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, 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 power generation facilities and established grid interconnections within the wholesale electricity market administered by PJM Interconnection in Pennsylvania, United States 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 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.

Current wording

We maintain our legacy Bitcoin Mining operations in Canada to maximize the value of those assets and preserve the value of our energy contracts 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 Q3 2026 Financial Statements for disclosures related to discontinued operations in Paraguay and Argentina.

Previous wording

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.

Current wording

Effective June 29, 2026, we ceased our Bitcoin Mining operations in the United States as part of our strategic transition to develop data center infrastructure dedicated to HPC and AI use.

Previous wording

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.

Current wording

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, located approximately 100 miles east of Montréal. The agreement with Hydro-Sherbrooke will allow us to consolidate the power from our three current Bitcoin Mining sites in Sherbrooke into a single 96 gross MW campus, without requesting additional power.

Previous wording

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.

Current wording

We also received local approval to change the use of the 96 gross MW from cryptographic use applied to blockchains to data center use, subject to review and approval by Québec's Ministry of Economy, Innovation and Energy. 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.

Previous wording

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.

Current wording

HPC and Bitcoin Mining data centers consume large amounts of energy, primarily as a result of the computation and cooling aspects of our operations. 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.

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 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.

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. Additionally, in Canada, certain regulatory bodies and governments have taken steps to increase the cost of electricity for certain uses, including for Bitcoin Mining and data center operations. 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 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.

Current wording

We compete with HPC data center operators, which include large and well-funded companies. 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. With respect to our legacy Bitcoin Mining operations in Canada, we also compete with a variety of Bitcoin Mining companies globally, including individual hobbyists, Mining Pools and public and private 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.

Previous wording

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.

Current wording

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 positions us to capture long-term growth opportunities in the evolving data center landscape.

Previous wording

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.

Current wording

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 sell the Bitcoin we earn, generally on a daily basis, for U.S. dollars or Canadian dollars. 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.

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 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).

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). We currently do not plan to have any Bitcoin Miners still in operation at the time of the 2028 halving.

Previous 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.

Current wording

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

Previous wording

*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 wording

*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 Growth Capacity.

Previous wording

Current Energized Capacity represents the gross power capacity provided by utilities being used at our U.S. Sites and Québec Sites.

Current wording

Current Energized Capacity represents the gross power capacity available to us under existing utility interconnections at our U.S. Sites and Québec Sites, including capacity at sites where Mining operations have ceased, but the utility connection remains in place.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

During Q3 2026, we earned 259 Bitcoin, compared to 520 Bitcoin earned during Q3 2025, representing a decrease of 50% from the prior period as a result of the cessation of the Bitcoin Mining operations in the United States during the second quarter of 2026 as part of our transition of those sites to data center infrastructure dedicated to HPC and AI use.

Previous 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.

Current wording

During YTD Q3 2026, we earned 1,001 Bitcoin, compared to 1,570 Bitcoin earned during YTD Q3 2025, representing a decrease of 36% from the prior period as a result of an 11% higher average Network Difficulty, and the factors mentioned above.

Previous 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.

Current wording

During YTD Q3 2026 the cost per kWhwas $0.053 compared to $0.051 in YTD Q3 2025. The 4% increase is mainly due tohigher 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 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.

Current wording

Ending energy efficiency remained stable at 18 Watts/TH as of September 30, 2026, compared to September 30, 2025. This stability was supported by the average efficiency also holding constant at 19 average Watts/THacross both periods.

Previous wording

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.

Current wording

Revenues were $27.6 million in Q3 2026 compared to $68.0 million in Q3 2025. The decrease of $40.4 million, or 59%, was mainly due to a $41.5 million decrease in Bitcoin Mining revenue resulting from the cessation of Bitcoin Mining operations in the United States during the second quarter of 2026 for the strategic transition to develop data center infrastructure dedicated to HPC and AI use, combined with a decrease in average Bitcoin price. During Q3 2026, we mined 259 Bitcoins at an average Bitcoin price of $72,027, comparedto 520 Bitcoins with an average Bitcoin price of $114,263 in Q3 2025. In addition, the revenue decrease was partially offset by a $2.2 million increase in energy revenue, driven by ongoing energy sales at our Panther Creek and Scrubgrass sites in Pennsylvania, United States.

Previous 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.

Current wording

We earned our revenues during Q3 2026 from our North American operations. Canada and the United States accounted for 74% and 26% of total revenues, respectively, compared to 44% and 56% in Q3 2025, respectively. In Q3 2026, revenues from our operations in the United States decreased by $30.9 million, compared to Q3 2025 due to the cessation of Bitcoin Mining operations during the second quarter of 2026 for the development of HPC data centers. Revenues from our continuing operations in Canada decreased by $9.5 million, compared to Q3 2025, due to the decrease in average Bitcoin price.

Previous 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.

Current wording

Revenues were $95.0 million in YTD Q3 2026 compared to $176.5 million in YTD Q3 2025. The decrease of $81.5 million, or 46%, is mainly due to a $87.1 million decrease in Bitcoin Mining revenue resulting from the cessation of Bitcoin Mining operations in the United States during the second quarter of 2026, with the impact further amplified by the decrease in average Bitcoin price and higher Network Difficulty. During YTD Q3 2026, we mined 1,001 Bitcoin at an average Bitcoin price of $73,502, compared to 1,570 Bitcoin with an average Bitcoin price of $101,261 in YTD Q3 2025. The decrease was partially offset by a $7.2 million increase in energy revenue due to the timing of the Stronghold acquisition, late in the first quarter of 2025, which contributed two full quarters in YTD Q3 2025 compared to three full quarters in YTD Q3 2026, the refocus on the sale of energy at our Panther Creek and Scrubgrass sites in Pennsylvania, United States, following the cessation of Bitcoin Mining operations in the United States, 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

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.

Current wording

We earned our revenues during YTD Q3 2026 from our North American operations. Canada and the United States accounted for 60% and 40% of total revenues, respectively, compared to 50% and 50% in YTD Q3 2025, respectively. In YTD Q3 2026, revenues from our continuing operations in Canada decreased by $31.5 million, compared to YTD Q3 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 $50.0 million compared to YTD Q3 2025. The decrease is mainly due to the factors mentioned above, and the cessation of Bitcoin Mining operations in the United States during the second quarter of 2026 as part of our strategic transition to develop data center infrastructure dedicated to HPC and AI use, partially offset by the increase in energy sales as explained above.

Previous 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.

Current wording

Our cost of revenues was $222.7 million in YTD Q3 2026 compared to $182.4 million in YTD Q3 2025. The higher cost of revenues was mainly due to an increase in non-cash depreciation of $53.0 million primarily due to accelerated depreciation of $67.7 million in YTD Q3 2026 following the cessation of Mining activities in the United States, partially offset by a lower depreciable asset base in YTD Q3 2026, as explained above. The increase in cost of revenues 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 the first quarter of 2025. Furthermore, infrastructure expenses decreased by $5.1 million mainly due to a $9.2 million non-recurring expense in YTD Q3 2025 for customs duties.

Previous wording

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.

Current wording

Salaries and wages increased by $3.4 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 Q3 2026 compared to Q3 2025 to support the expansion in the United States as well as merit and market-based adjustments and cost of living salary increases.

Previous 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.

Current wording

For YTD Q3 2026, our G&A expenses were $92.4 million, compared to $54.2 million in YTD Q3 2025. The increase in G&A expenses of $38.3 million, or 71%, was largely due to a $15.3 million increase in professional services related to our U.S. redomiciliation, U.S. GAAP conversion, higher audit fees, recruiting fees, the sale of the Paso Pe Bitcoin Mining data center that was completed on April 21, 2026 and business transformation initiatives, including the enhancement of our systems and processes to support our transition to develop data center infrastructure dedicated to HPC and AI use. In addition, stock-based compensation increased by $11.0 million due to higher options, RSUs and PSUs granted during YTD Q3 2026 at higher fair values.

Previous 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.

Current wording

Salaries and wages increased by $9.8 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 Q3 2026 compared to YTD Q3 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 Q3 2026.

Previous wording

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.

Current wording

Interest expense was $4.5 million in Q3 2026, compared to $2.1 million for Q3 2025, reflecting a higher outstanding long-term principal balance of $1,046.0 million in Q3 2026, compared to $50.0 million in Q3 2025. The Q3 2025 figure reflected the interest related to the Macquarie credit facility (the "Credit Facility"), which was issued in the second quarter of 2025. The Credit Facility was fully repaid during the first quarter of 2026. In comparison, Q3 2026 interest expense reflected interest incurred and the amortization of transaction costs and discount related to the $458.0 million 2026 Convertible Notes issued during the second quarter of 2026, as well as the $588.0 million convertible senior notes (the "2025 Convertible Notes") issued in the fourth quarter of 2025.

Previous 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.

Current wording

Interest income was $5.8 million for Q3 2026, compared to $0.5 million for Q3 2025. The increase was due to our higher average cash balance during Q3 2026 compared to Q3 2025.

Previous wording

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.

Current wording

Loss on derivative assets and liabilities was $55.3 million in Q3 2026 compared to a gain of $12.2 million in Q3 2025. The $67.5 million unfavorable change is mainly due to an unrealized loss of $55.3 million during Q3 2026 on the capped call transactions in connection with the 2025 Convertible Notes, reflecting a decrease in our stock price, compared to nil in Q3 2025. During Q3 2025, there were realized gains on Bitcoin options and selling contracts and redemption options of $13.8 million and $2.3 million, respectively, compared to nil in Q3 2026, partially offset by unrealized losses on Bitcoin options and selling contracts and redemption options of $0.5 million and $3.5 million in Q3 2025, respectively, compared to nil in Q3 2026.

Previous 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.

Current wording

Interest expense was $12.7 million in YTD Q3 2026, compared to $3.8 million for YTD Q3 2025. During YTD Q3 2026, the interest expense reflected interest and the amortization of transaction costs and debt discount on the Credit Facility, the 2025 Convertible Notes and the 2026 Convertible Notes. During YTD Q3 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 Q3 2026 Financial Statements. In comparison, interest incurred during YTD Q3 2025 mainly related to the Credit Facility.

Previous wording

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.

Current wording

Gain on derivative assets and liabilities was $20.2 million in YTD Q3 2026 compared to $12.2 million in YTD Q3 2025 due to the unrealized gain of $18.3 million during YTD Q3 2026 on the capped call transactions in connection with the 2025 Convertible Notes, reflecting an increase in our stock price. In addition, we recognized a net gain on Bitcoin option and selling contracts of $1.9 million during YTD Q3 2026 (a realized gain of $3.4 million partially offset by an unrealized loss of $1.6 million) as we closed all outstanding contracts with BlockFills, which filed for bankruptcy during the first quarter of 2026. During YTD Q3 2025, the gain on derivative assets and liabilities mainly related to a net gain of $13.8 million on Bitcoin options and selling contracts (a realized gain of $14.0 million partially offset by an unrealized loss of $0.2 million).

Previous 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.

Current wording

Our other expenses were $3.9 million for YTD Q3 2026, compared to $3.7 million for YTD Q3 2025. The $0.2 million unfavorable change was largely due to 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 compared to $2.2 million of other financial expenses and $1.0 million of amortization of transaction fees and debt discount during YTD Q3 2025.

Previous wording

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.

Current wording

In 2025, we began a significant transformation in our corporate strategy, pivoting away from our South American Bitcoin Mining operations to concentrate on the development of the North American data center infrastructure dedicated to HPC and AI use. As a result of these strategic decisions, we classified certain of our South American assets as "held for sale" and their operations as discontinued operations.

Previous 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.

Current wording

During Q2 2025, our energy supplier halted the supply of electricity to our Rio Cuarto Bitcoin Mining 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 the second quarter of 2026, as further described below.

Previous wording

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.

Current wording

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 Mining 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.

Previous wording

During Q2 2025, the suspension of Bitcoin Mining in Argentina triggered an additional recoverability test, resulting in a $14.9 million impairment loss.

Current wording

During the second quarter of 2025, the suspension of Bitcoin Mining in Argentina triggered an additional recoverability test, resulting in a $14.9 million impairment loss.

Previous wording

Therefore, during YTD Q2 2025 the total impairment loss recorded in Argentina's operations was $33.7 million.

Current wording

Therefore, during YTD Q3 2025 the total impairment loss recorded in Argentina's operations was $35.1 million.

Showing the first 40 of 77 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Interest income was $12.4 million for YTD Q3 2026, compared to $1.8 million for YTD Q3 2025. The increase was due to our higher average cash balance during YTD Q3 2026 compared to YTD Q3 2025.

Current report — wording carried from elsewhere

During Q3 2025, we wrote down the carrying amount of certain assets to their fair value less cost to sell for $1.4 million.

Current report — wording carried from elsewhere

Bitcoin 2.1 program for digital assets management (Continued)
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

Development of HPC data center in Washington State

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous report — wording carried elsewhere

KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)

Previous report — wording carried elsewhere

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous report — wording carried elsewhere

KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)