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Ladies and gentlemen, thank you for standing by. Welcome to Keel Infrastructure Corp. Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded.

I would now like to turn the conference over to Laine Yonker, Keel Infrastructure Investor Relations. Please go ahead.

Thank you, and welcome to Keel Infrastructure's Second Quarter 2026 Conference Call. With me on the call today are Director and Chief Executive Officer, Ben Gagnon; and Chief Financial Officer, Jonathan Mir.

Before we begin, please note, this call is being webcast with an accompanying slide presentation. Today's press release and presentation can be accessed on our website under the Investors section.

Turning to Slide 2. I'd like to remind everyone that certain forward-looking statements will be made during this call and that future results could differ from those implied in this statement. The forward-looking information is based on certain assumptions and is subject to risks and uncertainties. I invite you to consult Keel's 10-Q for a complete list, which will be available on our website and the SEC website.

Please note that references will be made to certain non-GAAP financial measures, and therefore, may not be comparable to similar measures presented by other companies. We invite listeners to refer to today's press release and our filed 10-Q for definitions of the non-GAAP measures and their reconciliations to GAAP measures.

Please note that all financial references are denominated in U.S. dollars, unless otherwise noted.

And now turning to Slide 3. It is my pleasure to turn the call over to Ben Gagnon, member of the Keel Board of Directors and our Chief Executive Officer. Ben, please go ahead.

Thank you, Laine, and good morning, everyone. 18 months ago, we laid out a clear vision for both Keel and the data center industry. We told you that the defining constraint of the most important technology of our lifetime was not chips or capital, it was power. And we told you that by the end of 2026, power would be even more constrained and even higher demand. We laid out a clear investment thesis that focusing on developing power in the right places on time lines that matter would be incredibly valuable to prospective tenants and value maximizing for shareholders.

We explained the necessary work ahead of time, and we kept you informed step by step exactly how we would transform this company into a premier regional data center developer. We said we would exit Latin America and Bitcoin and become an American HPC and AI company. We did. We said we would rebuild the balance sheet to enable our transition to an HPC and AI infrastructure company. We did. We said we would be ready to monetize our assets when power was scarcer and demand was stronger. We are. Throughout this transition, we've delivered on our commitments, either on time or early. If time lines moved, we told you why, we told you what it meant, and we told you what did and did not change. That's not luck. That's a track record reflecting strategic discipline and consistent execution.

Turning to Slide 4. In May, we shared that management was focused on 3 things this year: one, advancing permitting and leasing across all 3 priority sites; two, securing our expansion capacity; and three, delivering energized megawatts as quickly as possible for our customers. 90 days later here is where each one stands. First, on permitting and leasing. I will walk through each site's permitting and leasing update individually in a moment, but I'd like to first highlight the main takeaways here: one, we further advanced permitting across all 3 priority sites this quarter and have clear visibility on permit completion at each site; and two, near-term power is scarce and our sites have it. That scarcity is doing the work for us. It's why all 3 sites have multiple potential customers engaged and negotiating, and it's why these conversations start from a very different place than they would have 2 years ago. This is an important distinction because when your sites solve the hardest and most valuable problem potential tenants have, power, timing and location, the commercial process stops being a pitch and it starts being a negotiation.

And so to lead this next pivotal phase, last month, we welcomed Ganesh Aiyer as President of Keel. Ganesh has spent his career at the intersection of infrastructure and commercial strategy and joins us after nearly 7 years as Chief Business Officer of Digital Realty. He is now leading our commercial efforts. And while he has only been with us about a month, he has already hit the ground running.

Second, on expansion capacity. Last quarter, we explained our thesis that the market was not ascribing much value to the unsecured megawatts in our expansion capacity. We also explained that securing these megawatts was an important focus for management and a key value driver for shareholders.

So first, in Pennsylvania, we've been working closely with both of our utility partners to advance our power applications for expanded capacity. While we can't provide details today, we are increasingly confident in our ability to convert potential expansion capacity from our 2-gigawatt Pennsylvania pipeline into more signed ESAs, delivering energized megawatts for HPC through 2030. We expect we should be able to provide investors with a fulsome update as early as December or January.

Additionally, we advanced our Sherbrooke data center plans during the quarter, securing all necessary local approvals from the city and the local utility, with only provincial approval outstanding. We are excited to significantly expand our relationship with Sherbrooke, where, over the past 7 years, we have generated substantial revenues, taxes, jobs and community benefits. If approved, we will consolidate our 3 legacy Bitcoin power purchase agreements into a single 96-megawatt HPC and AI power purchase agreement for a new data center development in Sherbrooke, a market where new data center energy capacity is nearly impossible to secure and is in high demand. Sherbrooke will be designed from the ground up to support the next generation of hardware and has the potential to become one of the most technologically advanced data centers in all of Quebec upon completion.

Third, delivering energized infrastructure as soon as possible. Every commercial negotiation comes down to the same 2 questions: how fast can I get my first megawatts, and how fast and far can I keep growing with you after that? So in parallel with every commercial negotiation, we are working constantly with our partners, our manufacturers and our supply chains to protect the time lines our customers are underwriting.

Turning to Slide 5. Let me share some examples because most of this work never makes a press release. This quarter alone, we accepted delivery of long lead time items and the first Vertiv modules at Moses Lake. And we'll be conducting further factory and predelivery inspections with Vertiv as modules come off the assembly line. We completed inspections for backup generation equipment in Moses Lake. We took delivery of several long lead time items in Sharon, including multiple transformers. We began executing final fiber contracts across our 3 sites, ensuring multiple path redundancy and connectivity will be available before the sites are online. We continue to update our data center designs, improving power density specs so that we can meet customers' hardware requirements.

We completed the first phase of construction across all 3 sites, which is the decommissioning of all U.S. Bitcoin mining operations. And most importantly, we significantly deepened our bench of subject matter experts across construction, power, fiber, engineering, controls and other critical disciplines, and we continue to add talent in these areas. Clear deliberate steps to derisk our project time lines and ensure we can deliver state-of-the-art infrastructure within the time frames and budgets our customers require. These steps mark the difference between a promise and a delivery date.

Step back and look at what all of this adds up to. 18 months ago, we laid out our thesis and our strategy. Today, we are exactly where we said we wanted to be. The market is where we anticipated it would be. We are now active in the commercial process with the sites we wanted to bring to market, at the moment we wanted to bring them to market. We are doing so from a position of financial strength and with permitting largely derisked. We followed through on our promise not to cap upside by signing leases prematurely and that patience is now paying for itself.

This is our goldilocks phase, not too early to matter, not too late to win, exactly the window we built this company to hit.

Now let me show you what execution looks like on the ground starting at Moses Lake.

Turning to Slide 6. Moses Lake is shaping up to be a milestone site for Keel. It will likely be the first sight fully permitted, the first site to come online, the first site to generate HPC revenues, and upon commissioning, we expect it to return significant equity capital to our balance sheet and become our first source of durable free cash flow.

Permitting in Washington works a bit differently than in Pennsylvania, and has allowed us to start site development while we finish the go vertical permitting process, which we expect will wrap up later this quarter. The Bitcoin mine that stood there before is gone, completely removed. Today, the site is being prepared for the Vertiv modules with every piece of critical long-lead equipment secured and being actively manufactured. In fact, the first Vertiv modules have already arrived on site with deliveries continuing from here.

When you look at that rendering on the slide, understand that everything in it is bought, contracted or already being manufactured, including the building itself. We look forward to delivering Moses Lake as our first fully commissioned and energized data center in 2027. And the commercial process reflects this. Moses Lake has interest from exactly the potential tenants you would want, leading AI companies, GPU clouds and enterprises that need power now. Inbound activity and negotiations have accelerated throughout the quarter, reflecting just how scarce near-term power is in the Pacific Northwest.

Moses Lake serves a different customer profile than our Pennsylvania sites, faster-moving companies that value speed and a fully operated facility. So due to that customer demand, we may structure leases here on a modified gross basis rather than triple net with credit support structured to match. That approach lets these tenants move at the speed they need, keeps Keel on operational control and creates more value for a site with the size and scope of Moses Lake.

Turning to Slide 7. As Sharon momentum continues to build, we secured a full zoning in April. Land development was approved during the quarter and our final environmental permits are submitted and progressing on track with only a few environmental permits remaining before Sharon is cleared. We also iterated on the designs throughout the quarter, evaluating how to best consolidate the compute capacity, which we believe would be a simpler, less complex build and an overall stronger product. Sharon is in active commercial discussions today with multiple parties engaging on the site simultaneously and evaluating it for exactly what it is, rare, uncontracted 2027 power in PJM.

The structures under discussion here are focused on triple net and include pairing fast-growing AI companies with investment-grade credit support, exactly the kind of structure that enables a high-growth customer to deliver a financeable long-term lease.

Turning to Slide 8. And then there's Panther Creek. 350 megawatts of secured utility capacity with PPL, 2 hours from New York and Philadelphia in the middle of one of the most sought after AI corridors in America. This quarter, we secured zoning, we secured conditional land development approval and we refined the data center design for higher density deployments because with potential expansion capacity to 500 megawatts or more, that is where customer demand is going, not just solving for near-term power, but power that can keep scaling for years to come.

On permits, we are in the final stages of our last few environmental permits. All have been submitted and are progressing. However, the final process with regulators is taking a few months longer than originally anticipated.

For investors, I would like to clarify what this means: one, the final DEP permitting does not change our planned power delivery schedule under the ESA; two, it does not change the anticipated economics of the project; and most importantly, three, it has not slowed commercial progress or interest. As of today, our earliest RFS date continues to be 2027. And for the customers that we are speaking to, we don't believe this will have an impact. Commercial interest at Panther Creek is high, and we believe recent broader market dynamics are also beneficial for the site.

Because of the scale of the Panther Creek campus, engagement is led by large, sophisticated AI companies, and we expect interest from the very largest players to deepen as the site reaches execution-ready status on permitting. That is the pattern in this market. The bigger the counterparty, the more they value certainty. And with every permit that lands, Panther Creek becomes something only a handful of sites in America can offer, near-term power, at scale with room to keep growing for years.

Today, we have multiple potential customers negotiating across multiple sites simultaneously. Interest across the portfolio far exceeds the capacity we have to lease. And these are the counterparties you would want at the table, hyperscalers, leading AI companies, GPU cloud and large enterprise. While I cannot name names or reveal particulars, I want you to understand that there's competitive tension in this process and our challenge is not finding customer demand, but in choosing among it.

I also want to be direct about how we think about signing. We have been very clear for the past 18 months about our commercial time line. We did not rush to the finish line, but rather took the time to derisk our sites, build commercial interest and ensure we secure the best economics possible for our shareholders. A lease is not a trophy for a press release, it is a 15-year commitment of infrastructure, credit and trust. And the difference between a good lease and a great one is measured in hundreds of millions of dollars over its life. Holding the bottleneck everyone needs to grow means we are negotiating from strength, and we will focus on optimizing across customers, economics and cost of capital. We are not going to cap the upside of a generational asset in order to deliver a headline.

We remain very optimistic and increasingly confident from the engaged and active tenants in our commercial process. The intensity makes clear that our portfolio is exceptionally well positioned to solve a wide variety of customers' problems. Secured power available in 2027, attractive locations and proven delivery partners remain the differentiators driving every customer conversation we're having.

Turning to Slide 9. And with that, I'll turn it over to Jonathan to discuss our Q2 financial results.

Thanks, Ben, and good morning, everyone. I'd like to open with a simple message reiterating what I communicated on our Q1 call. We are better capitalized today than at any point in this company's history and that capital position gives us something invaluable in this market, the ability to both advance and derisk our sites at the pace our customers require and to make commercial decisions driven by our objective of delivering the best possible long-term risk-adjusted shareholder returns rather than being driven by time-pressured liquidity position.

I'll walk through our capital strategy in more detail, but first, I'll review our Q2 results.

Turning to Slide 10. For the second quarter of 2026, revenue was $30 million compared to $61 million in the second quarter of 2025. The change was largely due to the decrease in average Bitcoin price and the shutdown of the Moses Lake cryptocurrency mining operations during the quarter.

Operating loss for the quarter was $141 million compared to operating income of $11 million in the prior year period. This change includes $63 million of accelerated depreciation relating to mining rig shutdown at the Panther Creek and Scrubgrass sites, change in fair value of Bitcoin and realized loss in Bitcoin was $20 million compared to a gain of $32 million in Q2 2025.

Loss from continuing operations of $64 million or $0.11 a share compared to income from continuing operations of $13 million in Q2 '25.

Adjusted EBITDA for the quarter was negative $24 million compared to $7 million in the prior year period. This decrease in operating margins reflects a decline in the Bitcoin price and increase in G&A related to senior subject matter expert hires as we scale up to the next stage of our business and an increase in stock-based compensation year-over-year.

Our cash SG&A for the first half of 2026 and averaged $23 million per quarter, and we are currently tracking $100 million of cash SG&A for the year. Again, the increase versus prior year is driven largely by the high-quality selective senior hires needed to support the commercialization phase of our strategy.

The company sold 1,085 Bitcoin for $75 million in proceeds during the period beginning April 1, 2026, and ending August 7, 2026. As of August 7, 2026, the company's Bitcoin balance stands at 1,861 Bitcoin. As previously discussed, our intent is to liquidate our Bitcoin position in 2026.

Turning to Slide 11. I'll now cover some capital market observations as well as the liquidity update. In June, we closed a $458 million offering of convertible senior notes upsized from an initial $350 million, having received strong investor demand, which we greatly appreciate. This investor demand allowed us to be thoughtful about who we brought on to our cap table, and we're pleased to have added several high-quality, long-term oriented investors as a result. Investor feedback has been positive regarding our clarity on how we will use this new capital. This isn't discretionary or speculative capital that is earmarked to expand power capacity at 2 of our derisked owned sites, Panther Creek and Scrubgrass.

We're not using these proceeds to take on new development risk. We're using them to build incremental power capacity at existing sites. Whenever we need external capital, our commitment is to be clear on the uses of that capital and why we believe the associated long-term risk-adjusted returns create value for our shareholders. Taken together, we see the convert offering as having been both a vote of confidence from the market and the direct enabler of the next phase of our strategy execution, including pipeline growth through expansion capacity.

Moving on to liquidity. Total liquidity as of August 7 was $819 million compared to $533 million reported at the beginning of May. To reiterate, we believe our current liquidity supports site development through lease signing, expansion capacity opportunity and fully funds our cash SG&A through 2028.

Before we open the call to Q&A, let me touch on observations about capital markets conditions as they bear directly on how we plan to fund construction of our sites.

First, in respect to the project level high-yield debt financing, we're comfortable with current market conditions. Even with spreads widening, we believe there is adequate depth for the amounts we would raise and prospective returns to equity capital remain attractive. Second, an investment-grade offtake directly or wrap remains critical to obtaining efficient debt financing. The cost of financing against a noninvestment-grade partner is meaningfully higher and has less market depth. However, at least for now, capacity is available in the market to finance both against investment grade and selective noninvestment-grade customers. We continue to believe that an investment-grade customer wrap with durable lease terms is the best choice for shareholders in those circumstances.

Lastly, our liquidity position enabled us to evaluate any potential capital requirements on a post-lease basis when we expect our cost of capital to decrease.

In summary, we believe that current market conditions leave us well positioned to finance each site's construction smoothly and on terms that will create value for our shareholders.

Turning to Slide 12, I'll turn it back to Ben for some closing comments.

Thank you, Jonathan. Before we open the line for questions, I want to say a quick word about why Keel is doing all of this. Every generation builds its defining infrastructure, and it always gets built before the world agrees it should be. The railroads, the electric grid, the highways, the Internet, intelligence is ours. Work is no longer measured in jewels, it is measured in tokens. And while the price of a token has a ceiling, the value of one does not. We named this company Keel for a reason. The infrastructure we are building is the foundation that enables the next generation. We are not competing with anyone's ideas about AI, we are powering the people who have them.

18 months ago, this was just a thesis for Keel. Today, we are a company executing in exactly the window we saw coming.

Operator, please open the line for questions.

[Operator Instructions] And first question is going to come from Gareth Gacetta with Cantor.

it's Gareth on for Brett. I was hoping you could touch on kind of the political environment around data centers kind of across the U.S. I know you mentioned that these kind of developments haven't really changed the power delivery schedule or also kind of the commercial progress among potential tenants. But can you just talk about how these potential tenants are looking at the regulatory backdrop and what that might be impacted on their timeframe?

Yes, happy to do that, and thanks for the question, Gareth. The regulatory backdrop and the political backdrop is something that we obviously are watching very, very closely. Clearly, there's a lot of headlines around the U.S. right now with moratoriums and regulatory actions and kind of new frameworks or new policies or new tariffs that are being proposed and being suggested. I think the reality is, is that every time that, that happens in a place, it's going to increase the value of the other sites that are not impacted by those regulations.

And obviously, in a market dynamic where there's so much growth happening so fast, sometimes some markets need a little bit of time to catch up. I think one of the advantages that we have here in Pennsylvania is Pennsylvania is kind of enjoying the second mover advantage. It definitely wasn't the first to jump up there and start building data centers. They've really had a lot more permits and rules and different steps and hoops to jump through in the first place.

And so I think that the reactions that you're seeing across the country are due to the huge influx of data center demand in applications. And I think Pennsylvania had a pretty good framework in place already for large industry, large manufacturers, very large kind of consumers coming in to build industrial capacity. And I think it sets us up, and I think it probably can create some value to Pennsylvania to see these actions taking place in other sites because that capacity still needs to come in the United States. And those are the areas that there's going to be continued opportunity in.

Great. That's super helpful. And then maybe just a quick follow-up. Could you touch on your current pipeline? I think it's about 480 megawatts you guys have secured. But could you just provide any color on how much of that pipeline is exposed to this application process?

So we've got 2 different buckets of energy. We've got our secured and we've got our expansion capacity. As of right now, all of our secured capacity, we believe is unimpacted to date, and we're going to continue to monitor that very, very closely. The expansion capacity may be impacted by future changes or future policy implications. But right now, everything is progressing incredibly well on securing our expansion capacity.

I mentioned it briefly on the call. We're working with our utilities on a daily basis. Our applications to secure our expansion capacity, which is almost 2 gigawatts across the state, is going very, very well. And we're increasingly confident that we're going to be able to secure additional power and look forward to giving investors the update as early as December or January.

And our next question will come from Greg Lewis with BTIG.

I was hoping to kind of talk a little bit about the permitting process. I noticed you talked about some of the environmental permitting, just I's that we have to dot and Q's we have to cross, as you're working with your data center [ customers ], I'm curious, is there like a dual process around how we could address some permitting issues? And the reason I'm asking is one of the things that we've heard is sometimes the backup power generation, if it's diesel or natural gas, tends to trigger some environmental permitting challenges or just things we need to address versus maybe using backup batteries as a solution. Just kind of curious if that's something that we're exploring just in case the environmental permitting takes longer or is just a slower moving process maybe than we thought?

Yes. Thanks, Greg. So to answer your question, you're certainly right that when going for environmental permits, especially on the backup generators, those can be challenging. And there are ways that you can manage that. I mean there are different quality of generator efficiencies and quality of emission controls. So certain generators are easier to get permitted, certain generators are more difficult. Really, it depends on how much you expect to use the generators and the associated emissions over the year.

So the data center project can have the same backup generator, but based on what its expected uptime, could have 2 very different permits. So it's a bit of a complex and nuanced situation. But we're always striving to find the ways to speed up and compress those time lines, especially if it's something like permitting. So we do evaluate all of the solutions out there with regards to BESS or different generator solutions to try and keep that process as quick and as efficient as possible.

Okay. Great. And then I was hoping, Ben, you can talk a little bit about Sherbrooke. I guess just now that the power has, I guess, been across the site or however that's used by potential customers, [indiscernible] I guess, the 9,600 megawatts [indiscernible] plus 1 site. How does that -- what does that actually mean from a marketing perspective for Keel?

Yes, that's a great question, Greg, and I'm happy to speak about the Sherbrooke project. So we've got a decent-sized portfolio in Quebec, and Quebec represents a market that is very captive. There's a lot of legislation in both Canada as a country and Quebec as a province that really strongly incentivizes data sovereignty at the national and at the provincial level. But unfortunately, it's just been very, very hard to secure new electrical capacity for data centers.

What we have in the province of Quebec is we've got a huge energy portfolio, but specifically approved for Bitcoin mining. And what the approval that we received on Sherbrooke was for consolidating 3 different Bitcoin mining power purchase agreements we have into a new single power purchase agreement, specifically for HPC and AI. And that one piece there, the change in the industrial use case is the big change here that enables us to actually move forward with developing an HPC and AI data center once we have the last sign off from the provincial minister.

And the reality is, is that because the legislation is there and because the demand is captive, we think that Canada and Quebec largely can charge a little bit of a premium on the exact same compute because they just are that much more captive and the capacity is just that much more scarce.

And the next question will come from Mike Grondahl with Northland Capital Markets.

This is Logan on for Mike. Ben, first, can you provide a formal update if Keel is still targeting 3 leases announced in 2026, given the extended time line now for Panther Creek? And maybe just an update on how demand has evolved over the last 90 days since that target was announced?

Yes, happy to cover that, Logan. We're still in active due diligence and negotiations at all 3 of our sites. I think the commercial process is going incredibly well. At every 3 of our priority sites, we've got a lot of very interesting and sticky potential tenants who are working through the negotiation process. And I think at this time, while we're working through the negotiations, we're just going to continue to focus on working through those negotiations and the multiple parties as trying to give a clue or an indication as to where any particular negotiation for any particular site or tenant is at. But we remain incredibly optimistic and confident based on the commercial process so far, based on the continued process that we have with permitting across all 3 sites as well as the other background works with the engineers, the supply chains, the fiber contracts, everything is continuing to move forward.

And I think the closer you get to energization date, the more valuable your energy becomes by the day. And so it becomes an easier and easier commercial process when you're working through a 2027 delivery date as opposed to a '28 or 2029. And so that continues to keep us incredibly confident, optimistic and it also helps to keep our potential tenants very engaged.

Great. Yes, I appreciate the insight there. Then one more from us. Can you kind of formally update us on the Scrubgrass site, where that's at today, how that site is progressing and the demand you're seeing for that 2028 plus power?

Yes, sure. Happy to give an update on Scrubgrass, although there isn't much of a substantive update to give. Scrubgrass is what we call a pipeline site. So this is a very exciting 1 gigawatt plus campus in Western Pennsylvania. But right now, the process for Scrubgrass is really in the energy application stage. So we have been working with the local utility there for a detailed load study for 750 megawatts. And we've also been working on the pipeline and engineering, as many investors know, for a pipeline to support 550 megawatts of on-site generation with CCGTs and an IPP who would come in and deploy the turbines, finance, operate and sell the power to the end customer.

At this stage, we are still working on securing the power. And until we have secured the power, and we have a firm final understanding of how big the site is going to be by what time, we're not doing the engineering work for building out the data centers or planning out the data centers. We have not submitted any permits or any proposals at this time. We're really focused on securing the power and working through what we call a mass grading plan and kind of a site campus layout plan so that we can know, as soon as we get the power approved, where we're going to want to build buildings, how we want to build buildings, the size of the buildings, the number of the buildings, the cadence and that sort of thing. But at this stage, it's still really in the energy application phase, and we should be able to provide investors an update as early as December or January.

And our next question is going to come from Michael Donovan with Compass Point.

On Sharon, I was hoping we could discuss the cadence for RFS. Are you still expecting 30 megawatts for the first data center and then expanding it by the 80 megawatts?

So we've been working on that, Mike, and we've been working on how do we compress our time lines as much as possible. And also how do we improve our power density. As of right now, we haven't updated it, but we are looking at ways that we can compress it into 1, 110-megawatt phase.

Okay. That's helpful. And then at Moses Lake, is an additional 10 megawatts at the site still an option?

No, we've decided to give up that option, and we are just focusing on the 18 megawatts in Moses Lake at this time, and we have given up the option.

And our next question is going to come from Bill Papanastasiou with Chardan.

Can we please double-click on the environmental permitting process. Are you seeing a higher bar being set given the recent political headwinds on building data center capacity? And more specifically, how would you assess the likelihood of environmental permitting approvals today relative to prior quarters?

Thanks, Bill. Yes, happy to dig into that a little bit. I mean, really, when you look at our permits across both Sharon and Panther Creek, they're really kind of the same permits at both facilities. They're all environmental. It's largely associated with sewage, which is a pretty standard permit to apply for and get. It's not one that tends to be controversial as well as kind of the ground stuff. So things that deal with erosion, water, storm water is basically what the rest of the permits entail.

So these are engineering focused. Like I said, they're not generally politically sensitive or subject to a whole lot of opinion. It's really just the engineering work. And one of the things that we've mentioned on previous calls, I think people have asked about our relationship with the OTO, which is Pennsylvania's Fast Track Office, so Governor Shapiro has a fast track office for permitting. That's actually run out of the DEP because the DEP is well known for kind of taking the longest line item in the permitting process. And that's actually split up into 2 departments. There's a Eastern DEP and there's a Western DEP, and it's the Eastern DEP that tends to be the one that's a bit more overworked and it takes a bit longer to go through the permitting process than the Western one.

And so it's really just a matter of working through the backlogs. But this is a well-known -- these are pretty standard permits. This is a well-known process, and we remain incredibly confident, most confident we've ever been on completing our permits for both Panther Creek and Sharon today.

Appreciate that. And apologies if this was mentioned, Ben, but the conditional approval at Panther Creek, what are the conditions attached to that?

There's too many conditions to name, but to give you kind of like some examples, conditional approval will include things like you need to adjust your setbacks or maybe you need to adjust the height from 62 down to 60 or just something like that. They're pretty standard recommendations. It will be very specific. They will usually be very numeric, and it's make the following recommendations or implement the following systems or achieve the following conditions. They are not hard to comply with. And the real advantage of having that conditional approval, it's a very clear checklist of everything that you need to do so that, that conditional goes away and you are just fully permitted.

And so it's a very clear prescription or recipe or however you want to think about it for getting there. If you're -- if they don't want to get you approved then they wouldn't be providing such a clear road map for that success.

Understood. And then there was a prior question on Quebec. Can you talk about that opportunity? How ripe is the sovereign AI market in the province? And how do you see Keel capitalizing on that?

Yes. So we've spoken with a number of different industry experts, especially in the province. We think that rates generally in Canada are higher than they are in the United States, but it's hard to put a firm figure on that. But generally speaking, they are higher. And what we see is that there's some nice diversification benefits for us as a company. We have the U.S./Canada diversification element. So there is the element where, in Canada, you don't have to worry about regulatory changes with regards to tariffs and all of those other items, which might impact the cost of a data center. So we think that delivery in Canada could potentially be cheaper than in the United States, and we think the market could potentially be worth more than it is in the United States.

The challenge with Canada is the same challenge we've always had with Canada. It's just a very hard market to grow in organically. And so if you're looking to achieve a 1 gigawatt growth in Canada, that's probably a very, very, very high hanging fruit and much higher hanging fruit than trying to achieve 1 gigawatt at a campus like Scrubgrass in Pennsylvania. But for the power that we have, we believe that working through to get that approval, working forward to make sure that we have the clear path, all the permits, all the support needed and secured for us to develop a data center, we believe we can generate some pretty attractive yields in Canada.

[Operator Instructions] And our next question will come from Stephen Glagola with KBW.

Ben, how should investors think about the significance of the August 20 Department of Environmental Protection meeting for Panther Creek, and what are the key decisions or milestones that need to come out of that meeting?

It's very routine meeting. I don't think you should be thinking about this as a special or a unique thing. It's just another routine meeting.

Okay. All right. That's good to know. And I guess a higher-level question for you would be, when you're evaluating prospective tenants, to what extent does your view of the long-term model or landscape influence your willingness to partner with a particular AI lab?

Well, that's a very interesting question, one that we actually think about a lot because the market is changing quite quickly. Even just last week actually, we were talking about the entire company, Keel has adopted Claude for our enterprise AI solution, but a year ago, none of us were using Anthropic, we were all using ChatGPT and now that's completely changed. So I think that model -- or I think the market is going to continue to change and adjust.

This is a market where the incentive is very high. There's a lot of people who want to push for the top, and we do expect it's going to continue to change. We think that Anthropic has found a nice niche in the enterprise market, which is the one that we've always been identifying as the one that's really going to be driving this industry forward as opposed to retail is going to be the enterprise consumers and maybe they develop a little bit of a moat here. But we're going to try and stay as agnostic as possible with regards to the models because as we've said before, a lease is really not a trophy for a press release, it's a 15-year commitment. And the gap between a good one and a bad one is measured in hundreds of millions of dollars.

We're not in this for the company who can only pay their rents for 1 year, right? We're in this to find the companies who are going to be able to give us long-term contracted, predictable revenue for 1 to 2 decades.

And our next question is going to come from Nick Chiles with B. Riley Securities.

A lot of good questions asked already. So I just wanted to zoom out and ask, Ben, what do you really see as some of the biggest risks at this point? It seems like you made some progress on the supply chain front, but curious if there's any kind of further mitigation you can do there?

Thanks, Nick. I think the biggest risk at this point is probably just broader macro. The reality is, is that there's still very little 2027 power that's available in the market. And we have a really strong position because we have a very reasonable amount of the 2027 leasable capacity remaining. So I think, broadly speaking, that keeps a lot of our -- well actually keeps all of our potential tenants incredibly engaged. It keeps them incredibly sticky. They're all looking to solve the exact same deployment problems. And so there's a real strong advantage there towards having that 2027 power that everyone is so focused on delivering.

I think the broader market is probably what we're watching the most, how our capital markets evolving and changing, how are the financing opportunities for the market changing, what's happening with interest rates and broader risk-on, risk-off sentiment, how is the market processing, the increasing amount of intercompany financing that we're seeing across the industry? I think those are the things that were really the bigger risk factors for the business. And fortunately, those are things that the entire industry kind of equally faces together. But given we have that 2027 power that's in high demand, we're incredibly highly confident with our portfolio and moving forward with the commercial processes for all of our sites.

Great. And that's good to hear. And then just maybe on the CapEx side, I was curious if you kind of have any rough sense for where that could shake out? And if there's a kind of development cost or a certain yield to cost hurdle that you're looking to achieve on any signing?

This is Jonathan. Thanks for the question and good to talk to you this morning. We continue to suggest that you use the rule of thumb industry averages that you might see in equity research for purposes of your own modeling in terms of construction costs and yield on costs and that should work well for you.

Fair enough. I appreciate that, Jonathan. And then just one more, if I could. I think all the BTC sites have been decommissioned now. So should we really be zeroing out revenues for the balance of the year?

So at the beginning of the year, we made clear from our liquidity forecast that we were assuming there would be no cash contribution from BTC embedded in any of our forecasting. We still do have rigs up in Canada as a practical matter. They might contribute 2 or 3 Bitcoin a day. But again, all of our discussion around liquidity and projected liquidity assumes that the Bitcoin business provides no cash over the course of the year.

And the next question is going to come from Martin Toner with ATB.

Congrats on the progress. A question about timing. Now that Panther Creek, which is the flagship or crown jewel asset, not to put words in your mouth, is delayed relative -- likely relative to the others. How do you think that changes timing for deal announcements? I mean, is it possible a tenant wants all 3, and therefore, it will take a little bit longer to sign it? Or which one do you think will go first?

Thanks, Martin. It's -- we have an internal betting pool in terms of which site is going to go first, but it's really, really hard to pinpoint exactly where that's going to land out. You don't really know what's going on in the background with each customer. And generally speaking, they're going to be as aggressive as their back pipeline of demand is there. So they're going to be quite aggressive depending on what's unique to them.

With regards to a timing for Moses, Sharon, Panther Creek and whether or not 1 potential tenant could be interested in all 3, I mean, I can confirm that we have multiple tenants who want all 3 sites. But that doesn't mean that's how we want to run the process or that's how we necessarily want to be building our portfolio. We'd rather be looking at trying to keep tenants focusing on individual sites, get them focused on one site that they can take down and then look at how they can build potentially a pipeline of growth with us beyond that first asset.

So many of the things that -- many of the tenants that we've been speaking to recently are not just interested in an asset, they're interested in finding a development partner that they can continue to scale with predictably over time. And so that's how a lot of these conversations are going is how do we get on with Moses Lake first, but then how do we also sign up for a second site or continued expansion in '28 and '29 with you. Same thing with Sharon and same thing with Panther Creek.

Whether or not that impacts the timing for Panther Creek is not certain right now because the commercial process is still incredibly active and nobody seems to be batting an eye. As long as our RFS date remains 2027, I don't think there will be any impact here on our commercial process.

That's very helpful. Has the RFS date within 2027 changed for any of the sites?

For Panther Creek, we've always been end of year '27 and same year for Sharon, end of year '27. So I don't believe that we'd push back our Pennsylvania sites. I think Moses Lake has been delayed maybe a couple of months since our original guidance, but it's still going to be the first site that we expect to have online in next year.

And the next question is going to come from Brian Dobson with Clear Street.

I guess as you're looking at your portfolio, where would you like to add additional resources or expand in existing ones? I suppose, are there certain geographies that you're favoring more than others at this point?

Thanks, Brian. That's a great question because we are looking at how we continue to grow our pipeline beyond '27 through '28, '29 and 2030. We do still have a global view, but we do have a strong, I think, preference for the East Coast, specifically the U.S. Northeast and the Midwest areas. We think those areas have tremendous energy resources and tremendous inference potential over the next couple of years and is going to be likely the areas where we see the greatest opportunities for HPC and AI infrastructure build-out. But it's early days. There can always be amazing opportunities outside of those areas, and we're certainly not going to be closed off to those amazing opportunities. But I think, generally speaking, that's going to be where we focus.

Great. And then I guess in recent weeks, you've seen governors from New York and Texas, I guess, draw -- put an increased level of scrutiny on data centers. Do you think that this is something that we might start to see in other important energy regions? And ultimately, do you think it favors established players like yourselves?

Thanks, Brian. The trend right now or the winds right now indicate we probably are going to see a few more headlines like this in the coming months. I think Pennsylvania represents a really, really unique centrist state in our view. This is a state that is very, very focused on energy and heavy industry. It's very, very blue in the major cities, and it's very red everywhere else. And so when you look at Governor Shapiro and kind of the politics of Pennsylvania, they do represent a very unique kind of centrist position for the United States these days.

It is one of the least polarizing states in my view in terms of the politics because they do know that they need to balance out the trades, the industry, the energy, all of those sort of employment opportunities, which is what drives Pennsylvania with the other concerns on the other side of the hall. So we think that this is a great place to be is in Pennsylvania. We think that if states want to block themselves off from the best economic opportunity for development in decades and could be for the next couple of decades than we think that's pretty shortsighted because when you look at what one of these data center investments does for communities, for revenues, for employment opportunities, for tax budgets, for the schools and for the roads and what have you, these are transformative for the communities that we're investing in. And we think that they're very, very excited about the projects because of those investments because somebody is actually looking to do that.

So we think it's pretty shortsighted, but we'll probably continue to see a few more. And generally speaking, we think Pennsylvania is in a sweet spot.

I am showing no further questions at this time. I will now turn the call back over to Ben for closing remarks.

Thank you all for joining us today, and thank you to the entire Keel team whose work this quarter speaks louder than anything I've said on the call. We'll see you all in November with more to show you. Thank you.

Good day, and welcome to the Bitfarms Fiscal 2025 Conference Call. [Operator Instructions] Please note, this call is being recorded.

I would like to turn the call over to Jennifer Drew-Bear from Bitfarms Investor Relations. Please go ahead.

Thank you, and welcome to Bitfarms Fiscal Year 2025 Conference Call. With me on the call today are Ben Gagnon, Chief Executive Officer and Director; and Jonathan Mir, Chief Financial Officer.

Before we begin, please note this call is being webcast with an accompanying slide presentation. Today's press release and our presentation can be accessed on our website under the Investors section.

Turning to Slide 2. I'd like to remind everyone that certain forward-looking statements will be made during the call, and that future results could differ from those implied in this statement. The forward-looking information is based on certain assumptions and is subject to risks and uncertainties. And I invite you to consult Bitfarms 10-K for a complete list.

Also, please note that references will be made to certain non-GAAP financial measures, and therefore, may not be comparable to similar measures presented by other companies. We invite listeners to refer to today's press release and our 10-K for definitions of the aforementioned non-GAAP measures and their reconciliations to GAAP measures. Please note that all financial references are denominated in U.S. dollars, unless always noted.

And now turning to Slide 3. It is my pleasure to turn over the call to Ben Gagnon, Director and Chief Executive Officer. Ben, the floor is yours.

Good morning, everyone, and welcome to our fiscal year 2025 earnings call. In 2025, we made a bold decision to walk away from our legacy business, Bitcoin, and build the infrastructure in North America for what comes next, HPC and AI. It was a year of deliberate and consequential transformation with a clear mandate. Secure North American pipeline, strengthen our balance sheet, accelerate site development, and position ourselves to engage customers from a place of operational momentum at the peak of the energy bottleneck constraining the growth of AI.

I can say with confidence and pride that we accomplished exactly what we set out to do. The foundation you see today, the capital structure, the sites, the team, the strategy was engineered through deliberate choices, developed with discipline and built to propel us forward. We made foundational changes to reposition the business and made 100% of our focus on North American HPC infrastructure development. No half measures, no compromises and in time, no Bitcoin.

We built a new company. And while we are presenting as Bitfarms today, tomorrow marks our beginning as Keel infrastructure. The name says it all. A Keel is the bottom of structural component of a vessel. It's what keeps it stable and moving forward in the right direction regardless of the condition above the water line. It is structural, it is essential, and it is exactly how we see our role in the HPC and infrastructure landscape. We are not here to compete with hyperscalers or neoclouds. We are here to enable them. Our focus is providing the critical and largely invisible foundation that will allow the world's most advanced AI platform to deploy on time and scale without interruption.

We expect to close the re-domiciliation and finalize our rebranding efforts tomorrow, April 1, and we'll begin trading under the ticker KEEL, 2 business days after completion of the transaction on the Nasdaq and the TSX. We are entering this new phase from a position of strength. With over 2 gigawatts in our pipeline, Keel is a regional leader with some of the largest power land portfolios in some of the highest demand markets in North America and with robust financial strength to execute against our plan.

Our current liquidity is far in excess of the CapEx budgeted to get us through permitting and ultimately to start signing leases, giving the company significant financial flexibility to execute on our strategy.

And our strategy is equally as clear. We are designing all of our site and campus developments as either powered shell or co-location facilities. We believe this is where we can deliver the most value to shareholders and serve our potential customers at the speed and to the specifications they need. We were originally exploring in parallel to co-location the potential benefits of pursuing a small amount of GPU as a service at our Washington site, Moses Lake, where due to the lowest cost power for data centers in the country and a relatively smaller footprint, we believe it could be an avenue to drive additional shareholder value.

Since our last quarterly call, we have spoken with an increased volume of potential customers. And it's clear from those conversations, the most accretive business model for the site is one of co-location. This is not specific to Moses Lake and applies to all of our other sites as well, where demand is even higher. So we will focus on what we do best, being an infrastructure developer and owner. This plays directly to our core competencies. We are a team of developers united by disciplined action, building cost-effective institutional-grade infrastructure at the pace our customers require.

The same capabilities have built our energy platform, speed to market, capital discipline, operational rigor precisely what HPC and AI deployments demand today. This is just the natural extension of what we do best. So with all the pieces in place and with the overwhelming support of our shareholders who voted over 99% in favor of the HPC and AI pivot, the U.S. redomicile and the rebrand. Starting tomorrow, we are Keel infrastructure.

Turning to Slide 4. When we sat on our pivot, we developed a 3-year transformation plan, one that as of today, we are nearly halfway through completing. In 2025, we did the intensive foundational work for our transformation, including the Stronghold acquisition, securing more power in Pennsylvania, rebalancing the portfolio to North America, a $588 million raise fully institutional and oversubscribed, our U.S. GAAP transition, New York headquarters and establishing a new executive team. This work is done.

With power and land secured in some of the power markets that matter most, a team of internal experts and strategic partners that have built data centers for the largest companies in the world and a balance sheet engineered to see us through 2026, we are well positioned to continue our site development and deliver against the time lines, our prospective hyperscalers and neocloud customers need. 2026 is all about execution. Effective tomorrow, we will have completed our redomiciliation to the United States and officially rebranded as Keel infrastructure. Two major milestones that position the company for the next phase of growth.

With that complete, we expect the next significant milestones to come from executing against our development at Panther Creek, Sharon and Moses Lake, where we are moving full steam ahead and working diligently across three simultaneous and active work streams. One, finalizing permits, which we expect to be done in the coming months. Two, continued work on architecture and engineering in line with ongoing customer conversations and requirements. And of course, three, our go-to-market to secure highly financeable leases with investment-grade tenants. Commercialization is well underway. The upcoming milestones investors can expect are completion of preconstruction activities like permitting, progress in customer engagement and ultimately lease execution, which we are confident we can achieve this year and will be major catalysts.

2026 is also the year where we expect to leave Bitcoin and Bitcoin mining behind. While we were probably one of the first miners to commence wind down of our Bitcoin mining exposure to reinvest that capital into infrastructure for HPC and AI, we will be accelerating those efforts in 2026 as site developments progress. 2027 is all about delivery. This is the year when we anticipate that sites would come online, we'd begin delivering megawatts to customers, HPC and AI revenue really begins and we complete our transition to a premier North American HPC and AI infrastructure company.

By the end of 2027, we expect Keel will be a proven infrastructure developer and a regional leader across Pennsylvania, Washington and Quebec, and we will just continue to grow and scale from there in 2028 and beyond to over 2 gigawatts as we execute against our expansion capacity.

Turning to Slide 5. In HPC infrastructure, power, location and time lines are everything. We hold something scarce and valuable secured power, land and expansion capacity in Pennsylvania, Washington State and Quebec. Some of the most in-demand markets with some of the biggest barriers to entry. We know it and so do our potential tenants. Our campuses offer solutions to hyperscalers and neocloud's greatest scaling problems, location, proximity and fiber connectivity to major metro areas and data center clusters solving for latency issues and giving our tenants proximity to their own customers and other data centers.

Time lines. Our robust secured power for '26, '27 and with expansion capacity in 2028 is highly coveted in an environment where energy capacity is hard to find and multiyear waitlists are the norms. We create value for tenants by enabling them to deploy years earlier by leasing from us rather than to invest in growing organically. An energy-efficient cool climate, the lower the PUE, the more critical megawatts. Panther Creek is a great example of seeing the hyperscaler and neocloud's appetite at play. While there is a lot of interest in the site last year, inbound customer activity surged after we secured zoning in February. This is not a coincidence. It is the proof point and one that we've been making for the last year, but may still be confusing to some investors. So we'd like to be clear that investment-grade tenants value derisk sites where they can move from lease to revenue fast. The more we advance, the better our leverage. The better our leverage, the better the leases, and the more long-term value we create for shareholders.

Turning to Slide 6. It is indisputable that power is the binding constraint for AI infrastructure deployment and will remain so for the coming years. Leading investment banks, Goldman Sachs, JPMorgan, Wells Fargo, Guggenheim, Moelis, they've all published extensively on this. And the consensus is clear. New power generation cannot come online fast enough to meet AI demand today, tomorrow or in the next 5 years. This bottleneck is structural, not cyclical. Hyperscalers and neoclouds that used to plan on 12-month horizons are now locking in 24- to 36-month supply chain commitments. Not tied to specific projects, but as platform level agreements and are now actively competing for the power and land to deploy it. While you are probably familiar with this information, here you can see a summary of the five development sites. The power we have secured and in some cases, the incremental power opportunities that make up our 2.2 gigawatt pipeline.

Turning to Slide 7. I want to take a moment to put our current valuation context because there is a meaningful disconnect between where we trade today and the value we are positioned to capture as a company. When we analyze our current valuation against our peers, the picture becomes clear, at approximately $1.9 million per available megawatt of secure 2027 capacity, we're trading in the middle of a Bitcoin miner Group, valued at roughly $1.7 million to $2.1 million for 2027 megawatt meaning we are being valued based on having power but not what we are doing with it.

For shareholders and bondholders, we see three distinct catalysts, each capable of driving meaningful reratings. The first is obviously lease execution. Across our sector, companies that have signed leases trade at $4 million to $6 million per 27 megawatts, a 2 to 3x premium to where we are today. This is the market's consistent signal driven entirely by lease execution, not facility delivery, not revenue generation, just signed leases. A signed lease secures revenue and financing derisking the developments. The market pays for that with nearly 500 megawatts actively being commercialized today and visibility on permitting across Panther Creek, Sharon and Moses lake, this catalyst is well within reach.

The second catalyst and arguably the most powerful for long-term holders is securing our expansion capacity. 2/3 of our 2.2 gigawatt portfolio or approximately 1.5 gigawatts is expansion capacity, which we believe the market is assigning little to no value. While securing these megawatts is a process that will take more time, we believe additional megawatts can be secured in the second half of 2026 requiring very little CapEx while representing significant embedded value as powered land even before a lease is signed or there is a shovel in the ground.

The third catalyst is delivering in 2027. Once facilities are derisked through commissioning and begin generating revenue under long-term contracts, the development risk should drop dramatically and the operator valuation numbers become transformational yet again. We are not taking a leap of faith on technology, our ability to see our power or market demand. The tech is here. The power is secured, the sites are advancing, the inbound demand is real, but the market has not yet priced in is the transformation that happens when a developer becomes a counterparty when we move from site advancing to lease executing. This is the main opportunity ahead of us to accelerate permitting, execute leases, secure our expansion capacity and ultimately deliver to our customers. This is how we will create value for our shareholders and bondholders.

Turning to Slide 8. Our execution plan is defined by six areas, each supporting our ability to deliver at the pace and scale our future customers require. First, we've secured our deep bench of talent by adding over 60 years of infrastructure and development in over 50 years of data center construction experience combined in just the past few months. People have delivered at scale for the most demanding customers in the world. Jonathan Mir joined as CFO, bringing 25 years of energy infrastructure strategy and project finance expertise. We have also added an SVP of construction and of power, a VP of HPC Operations and Head of permitting to oversee the execution of these critical functions. We've assembled the right team to execute on our vision.

Second, we are engaging the right industry leaders as partners, T5, Turner Construction, Corgan, [ WWT ], Vertiv. These firms have built data centers for the world's largest hyperscalers not once but hundreds of times. When customers look at our project partners, which will be available on the new website when it launches tomorrow, they will see that we have also assembled the right partners to ensure better outcomes.

Third, we have the capital required to bring our sites to market. As of March 27, 2026, our liquidity stands at $520 million in cash and Bitcoin, which we expect is much more than the CapEx budgeted to get us to a lease at Panther Creek, Sharon and Washington. Jonathan will go into more detail on our capital position and financing strategy shortly, but the headline is simple. We're well funded and can move fast.

Fourth, a disciplined Bitcoin exit. It is clear we are no longer a Bitcoin miner. However, with strong, robust liquidity, we can have a disciplined approach to our exit strategy. We will continue to operate up until the time sites need to be prepared for construction maximizing free cash flow before selling the miners. We will also opportunistically sell Bitcoin into strength to capture and reinvest every dollar we can into HPC and AI infrastructure.

Fifth, power assets that cannot be replicated. Our megawatts sit in regions with large barriers to entry, Pennsylvania, Washington State and Quebec, all have multiple year waitlists. No one is cutting the line. Our 350 megawatts at Panther Creek, 110 megawatts at Sharon and 18 megawatts in Washington were secured before the AI demand wave made these markets highly coveted. This isn't power others can easily replicate giving us competitive edge with high-quality tenants to understand these markets and are hungry for assets like ours, which leads us to our sixth point.

In this market, speed to power is what drives value. For our customers, the opportunity cost of delayed deployment is huge. So the priority is getting capacity online as quickly as possible. Every day of delay is lost revenue. As a result, power availability and certainty of delivery are the primary drivers of lease economics. This dynamic has pushed lease rates higher since our Q3 call, exactly as we said it would. The opportunity in front of Keel infrastructure is real. We now have the assets and the team is ready. I'm so proud of what we built in 2025, and I'm confident in what we'll deliver in 2026 and 2027. With that, I'll turn the call over to Jonathan.

Thanks, Ben. Turning to Slide 9. I joined the team 5 months ago. My focus has been on sharpening our approach to capital allocation, strengthening our balance sheet and capital structure and ensuring the financing actions support long-term shareholder value creation. I've had a front row of the depth of talent, the operational discipline and the strategic momentum across Bitfarms.

I work closely with our operations and development teams both to understand the current trajectory of our assets and to ensure our capital plans are aligned with the opportunities ahead. What stood out to me is the extraordinary potential we have driven by the quality and potential of our sites, a strong balance sheet, the best liquidity position in the company's history and a broad team that's both deeply engaged and committed to excellence. We're moving quickly and with purpose.

I'm pleased to be here with you today and discuss the progress we're making. I'll use this time to walk through our performance for fiscal year 2025 and outline our current capital strategy that we believe supports the accretive growth we're targeting for 2026 and beyond.

Turning to Slide 10. Before discussing our financials for the quarter, I want to briefly frame the results are presented this quarter. As of Q3 2025, the Paso Pe facility in Paraguay has been classified as held for sale. As a result, all revenues, operating costs and asset balances associated with Paso Pe are treated as discontinued operations in our fiscal year 2025 financials. So when I refer to continuing operations, I am speaking exclusively about our North American platform, the foundation of our transition into HPC and AI infrastructure.

With that, revenue for fiscal year 2025 was $229 million, up 72% year-over-year. Operating loss for fiscal year 2025 was $150 million including noncash depreciation of $98 million and $28 million of impairment charges. This compares to an operating loss of $28 million in 2024, which included $102 million of noncash depreciation and $4 million of impairment charges. Net loss for 2025 was $209 million or a $0.38 loss per basic and diluted share compared to a 2024 net loss of $7 million or $0.02 loss per basic and diluted share. The differences between 2024 and 2025 were driven by a number of factors, including change in fair market value of digital assets, primarily due to the decline of Bitcoin prices and realization of gains on disposal of Bitcoin during the year.

Two additional items also impacted year-over-year comparability. First, we saw a loss of $68 million, reflecting changes in our derivative assets and liabilities. Second, 2025 impairment charges were $25 million higher than in 2024. For the year, our adjusted EBITDA was $29 million compared to $31 million in 2024.

Turning to Slide 11. 2025 was a deliberate year of balance sheet optimization and improvement, providing the foundation for our next phase of growth. We successfully issued an oversubscribed $588 million convertible offering, significantly expanding our liquidity. And in February, we repaid the Macquarie debt facility eliminating legacy debt, simplifying our capital structure and freeing the company from covenants. Each of these supports the pursuit of our HPC infrastructure strategy. The Macquarie facility had been originally used to accelerate development at Panther Creek, funding critical project activities, including long lead time item procurement and substation work.

Retiring the facility was a strategic decision, strengthens the balance sheet and gives us the flexibility to secure a more cost-effective financing at either the parent or project level. Our current cash position of $520 million provides the runway to advance Panther Creek, Sharon and Moses Lake through lease execution without accessing capital markets. Though we may do so if attractive opportunities arise that improve our ability to deliver the best possible long-term risk-adjusted shareholder returns. Macquarie was an excellent partner, and we appreciate their support so early in our pivot to HPC AI infrastructure.

Turning to Slide 12. As we pivot to commercialization of our development sites, we have a clear financial strategy based on three principles. Capital allocation, capital formation and capital structure. Taken together, they are designed to deliver the best possible long-term risk-adjusted shareholder returns. First, capital allocation. We deploy capital into projects where the earnings potential exceeds their weighted average cost of capital. We rotate capital from businesses that are noncore or earning less than optimal returns and deploy the capital into higher return investments.

Second, capital formation. Our financing strategy is designed to fund our very large growth opportunities while maintaining the liquidity needed for a stable base of operations. We will be opportunistic in our financing execution. We will fund construction of our data center projects using project or parent level bet and project or parent level equity or equity-linked offerings. We're taking a disciplined approach and at this time, are well capitalized to actively commercialize and execute leases across Panther Creek, Sharon and Washington.

Third, capital structure. Our capital structure is designed to capture the best possible long-term risk-adjusted shareholder returns while also retaining overall corporate flexibility and support growth. Our objective is to operate with a deliberate liquidity strategy in order to enable clear-headed commercial decisions and capital allocation decisions rather than having liquidity drive time lines. Stepping back, our road map is clear. We are building a regionally focused high-growth HPC AI infrastructure platform, grounded in disciplined capital allocation, a strengthened balance sheet and a development cadence that maximizes returns and minimizes risk.

We're funded through the key derisking stages, permitting and leasing across Moses Lake, Sharon and Panther Creek and we're entering 2026 with momentum, optionality and a balance sheet engineered for growth. We have the right people, assets, liquidity and strategy and we're well positioned to capture for our shareholders the long-term value potential we have today.

With that, I'd like to return the call to Ben for closing remarks.

Thanks, Jonathan. A little over a year ago, as our team began actively integrating AI into both our business and our daily lives, we came to a realization. This isn't just another technology cycle. It's a paradigm shift. More comparable to the industrial revolution than the Internet revolution. The fundamental measure, productivity capacity is no longer calories or joules, but tokens. This became strikingly clear 2 weeks ago at NVIDIA GTC, where I witnessed hundreds of companies applying AI to everything from straightforward tasks by cleaning and image generation to extraordinary complex applications, including protein folding, cystic simulations and even brain surgery.

Walking the conference floor, speaking to the attendees, one thing was unmistakable. We've only begun to scratch the surface of AI's potential. Yet even in these early days, AI is already empowering individuals, communities and companies to accomplish exponentially more. We're witnessing Jevons Paradox unfold simultaneously across every industry, thanks to AI, where improved efficiency can paradoxically drive higher, not lower demand. It is literally never cost less to transform an idea into an action, a product, an image, a refined concept, a service or countless other outlets.

The possibilities are truly limitless, and while no one can predict exactly how AI will reshape our future, uncertainty remains. It will require enormous amounts of power. Our 2.2 gigawatts of capacity and strategically position land across Pennsylvania, Washington and Quebec sit directly in the path of this transformation, and we intend to capitalize on that opportunity for our shareholders. We look forward to the opportunities ahead.

With that, I would like to open the call to Q&A. Operator, please go ahead.

[Operator Instructions] And our first question comes from Mike Grondahl with Northland.

First question, Ben, you talked about your decision not to go the GPU rental route at Moses Creek. And just the colocation route, could you talk a little about what a couple of the major drivers were that got you to that decision?

Yes, it's a great question, Mike. When we first started talking about in Q3, we were always evaluating this alongside with the colocation. We're trying to maximize the value for shareholders. So we're always going to evaluate multiple different business models at our sites. And because they have the lowest cost energy and all these other benefits, we thought it would make a lot of sense. But as we've continued to have increasing amounts of customer conversations for Washington and other sites. It was just really clear to us that the best opportunity for us is to just remain a pure-play infrastructure developer and owner and let these customers who really want these megawatts lease these megawatts.

Got it. Got it. And then maybe secondly, you articulated, I'll say, a philosophy a quarter or 2 ago about waiting and waiting on signing a lease as terms were continuing to improve kind of implying you're going to be really patient and wait on a lease. Could you kind of update how you're thinking about that lease execution strategy and the potential timing around it?

Yes. Our strategy on lease execution has been consistent. It remains consistent today. Our view is that the best way to maximize value for shareholders is to get the best terms in a lease because that's going to be what is going to be driving our NOI and our multiple. And so when we're looking to sign 10- to 15-year agreements, it's really important for us to take the -- maybe a little bit more time than investors may want us to in order to get better terms for longer.

When it looks at what is really driving the value in these lease economics, one of the biggest elements is risk, and we've spoken to this multiple times over the last couple of months. And the biggest risk for most of the people -- to go out there and have conversations and get a lot of interest. And in some cases, you could even sign a lease prior to getting permits. But all of that risk is going to be priced into the agreement, you're going to be locked into it for 10 to 15 years, and that's going to negatively impact the long-term value that we're creating for shareholders.

So our strategy has been incredibly consistent. And the benefit for us is that we are operating in high demand markets with high barrier to entry. So it takes a little bit longer to get permits going in Pennsylvania or in Washington than it does in Texas, which is the easiest market in the United States for that. But we believe that drives a lot of extra value because it's way more scarce, it's way harder to acquire and there's just not as much optionality.

Our next question comes from Brett Knoblauch with Cantor Fitzgerald.

Maybe to start, could you maybe just go into detail on what permits at what sites you guys are waiting to receive?

So permits is a complicated process, and we are develop -- we're getting permits across multiple sites in multiple jurisdictions. So they all have different rules, different regulations, different time lines, different reviews, different authorities. So it's far too much detail to get into exactly what permits are remaining on all the different sites. But we are continuing to make good progress and kind of -- we're looking at the visibility over the next couple of months. And with what we've had so far with the community engagement success that we've had so far, we think that in the coming months, sometime around the mid- to late summer time. we should be achieving the full permitted status across at least one, if not all of the sites.

And then maybe just on the leasing environment across the different sites that you guys have. I guess we were under the impression that maybe Sharon would be first to go given it's relatively further along. Is that still how you guys are thinking about it? And then in the presentation when you guys kind of list the power pipeline and road map. How much of that is from generation on site that you guys are looking into? And do you have any update on where you guys are with respect to sourcing that generation?

Yes, sure. So the -- to answer the second part of your question first, all the power that we're talking about developing for our HPC and AI data centers right now is grid connected. So the two operating power plants that we have at Scrubgrass and Panther Creek. Currently, that math is not in those charts for the secured capacity or the site development plans. But in Scrubgrass particular, we are working to expand the generation capacity there with natural gas. So we've been working to tap into the Tennessee Natural Gas Pipeline. We're achieving pretty good results there with the engineering firms. There's still probably another month or two to go before we're getting a clear path forward on the engineering plans.

But Scrubgrass is our more of our pipeline site. And so those -- that power generation opportunity is more of a 2028 and 2029 time line. Everything else is grid connected, it's secure today or it's currently active. And sorry, Brett, I'm blanking on the first part of your question, would you mind repeating it?

Yes. Just on maybe the cadence of which sites are -- quicker to go?

Yes. So really, that's going to be driven by success on permitting time lines in the customers. So all three of the sites, Moses Lake, Sharon and Panther Creek are all actively in our go-to market right now. Every single one of those has customers engaged under NDA, and they have for quite some time. And so we're continuing to push forward on those conversations and those negotiations.

Really, I think what investors should think about with regards to permits, permits are more of a closing condition to a lease, right? They're really not a starting condition to a negotiation. So we have these conversations and these negotiations simultaneously while we're working towards permitting. As permitting gets closer and closer, the negotiations will also get closer and closer in tandem and the first site to get leased is likely to be the first site to be permitted.

Our next question comes from Stephen Glagola with KBW.

Just on that last point, if you could clarify the sequencing here between like notice to proceed and lease execution. So in other words, like can you pre-sign leases contingent on notice to proceed? Or is like notice to proceed required before any major customer would commit to a lease?

For a customer commit to binding in our view, they're going to want NTP, and that's based on the number of conversations that we are continuing to have and there probably are some customers who would be interested to sign prior to NTP, but those aren't the investment-grade counterparties that we're really seeking to engage with.

Okay. And then just one more. How are you thinking about like Vera Rubin hardware availability in '26 and like early '27? And to what extent could that variability in supply influence the timing of lease discussions at your sites?

Yes. That's a good question, Stephen. We've been talking about Vera Rubin, I think, since Q3 call because all of our sites are basically coming online in 2027. So we're trying to make sure that they are designed for the highest level of equipment that's coming out in '27 and '28, which is the Vera Rubin.

In terms of supply, we haven't seen any impact so far. I understand there's always geopolitical uncertainty in the world that may impact those supply chains. But given that energy is such a huge bottleneck, and it's always been a huge bottleneck on the growth. I don't think that there is going to be a geopolitical situation that's going to make the bottleneck change from energy over to GPUs. So we don't have any expectation right now that, that's going to have any impact on leasing or demand for sites because power is still such an extreme bottleneck. It's hard to imagine what's going to overshadow that geopolitically.

Our next question comes from Michael Donovan with Compass Point.

Congrats on the progress. Can you provide an update on ESA progress, specifically Panther Creek's ISA to ESA conversion?

Yes. So that's a great question, Mike. As investors probably know, we have 350 megawatts secured ESA with PPL. But in addition to that, we also have an ISA that enables us to draw down approximately 60 megawatts from the grid, and that's associated with the existing transmission line and substation for the power plant that we currently have operating.

In order to get that converted over, it's really more of a regulatory matter. And so it's hard to put an exact time line as to when those stamps are going to be received, but there's no infrastructure that needs to be built. There's no CapEx that needs to be spent. Really, it's just a matter of getting the regulatory approval to convert a nonfirm service into a firm service, and that would enable us to increase our capacity beyond 350 megawatts to what we probably expect is going to be maybe 400 megawatts or possibly slightly more. We expect this is going to happen this year, but it's hard to put an exact time line on it, given it's a regulatory matter.

Our next question comes from Brian Kinstlinger with AGP.

Last quarter, Ben, you communicated, you expected the GPU as a service and Moses Lake site would be targeted for, I believe, the first quarter for go-live. How are you shifting to co-location change the timing if at all? And my second question is, can you talk about also how the global memory shortage is impacting your site development or changing your near-term needs or planning for lead times?

Yes. So two parts to that question. In terms of switching from a GPU as a service to co-location just changing the business model doesn't really impact the development time line. So we don't really see any delay there associated with changing from GPU as a service, just to co-location. Really, it's just a matter of how we want to allocate our capital and how we want to focus the business. When it comes to the memory shortage. As a pure-play infrastructure developer and owner that really is not coming into our calculus very much, mostly that's a customer situation for them to resolve with their own supply chain because we're not the ones investing in the GPUs and the compute and the servers.

Our next question comes from Martin Toner with ATB Cormark Capital Markets.

Good morning. Can you guys elaborate or [indiscernible] can you kind of give us some time line thoughts there?

So I'm going to repeat the question because it was a little quiet, just in case nobody else or other people had difficulty hearing. I believe the question was, can you give some time lines as to how we might be able to expand Panther Creek to 500 megawatts and beyond?

So in order for us to move beyond the 350-megawatt ESA that we have secured, there's really two sources for expansion. The first is converting over that ISA from non-firm service to firm service that I just spoke to a minute ago. And that's really a regulatory matter that we expect to be resolved sometime this year. It could be tomorrow, it could be a few months from now.

And then when it comes to expanding beyond that, what we have to do with that is we have to actually have new power applications. The good thing here is that the utilities are actually looking to invest in new generation in the area. So in this particular instance, and we weren't actually applying for new power. We actually have the utility call us and ask us how much more power we could take on site. Given the bottleneck constraint on power, that was obviously a very welcome call over here at Bitfarms to receive.

And it's a pretty unusual one in the industry, but they're looking to scale up generation capacity in the area, specifically to service our site at greater capacity. So this is probably going to be 2 to 3 years time line because there's a lot of process involved with spinning up new generation and building those new transmission lines. But for a lot of our customers, what they really want is the fastest pathway to energization and a clear path to scale over multiple years. And so this really lines up with what the hyperscalers and what the neoclouds are searching for.

That's great. Hopefully, you can hear me better. Can you clarify when you expect to sign your first lease?

So I can't get into a specific time line. But in terms of milestones, as I spoke to earlier, it's really about clearing NTP as kind of the last closing condition or last milestone for us to sign a lease. So I think for the investors and the analysts on the call, the important thing to keep track of, especially over the next coming months is the continued progress that we have towards NTP because once NTP is clear, that's basically the last thing standing between us and a signed agreement.

Got it. Great. And last one from me. Can you talk a little bit about why mining exahash in Q4 was at the level that it was at?

So we continue to scale back our mining exposure as we continue to focus on our U.S. HPC infrastructure investments. So we haven't made any investments into Bitcoin mining. We're not spending any money on upgrades or new miners, and we're actively working to scale down the fleet and actively working to spin off assets like we have in Paraguay that are not suitable for conversion. So investors should continue to expect our hash rate to continue to trickle down over 2026 as we continue to execute on this transition to HPC and AI.

Our next question comes from Mike Colonnese with H.C. Wainwright & Company.

So, Ben, I'm just curious, after securing the remaining permits across the three sites, which sounds like likely to take place in the coming months here, what does the time line look like from a data center construction and delivery standpoint? It sounds like you're pretty optimistic that revenue generation could commence as soon as next year, but any additional color there would be helpful.

Yes. I mean, really, this is the year of execution in 2027 is the year of delivery. And so at all three of our projects that we talked about today, Panther Creek, Sharon and Washington, we all expect them to come online and start delivering megawatts and start generating revenue to customers in 2027. We'll continue to provide updates as we go along. And I think once we have cleared NTP and we have signed leases, there's going to be a lot clear visibility that we can provide to investors for each specific project and their specific time lines.

Got it. And then back to Bitcoin mining operations, it sounds like you're progressively going to be scaling back hash rate as you bring some of the HPC AI data centers online. I guess what's the best way to think about hash coming offline and kind of flowing through your operating results over the near term here?

I'll speak to it at a high level and then maybe I'll pass it off to Jonathan for some further clarity. But right now, the Bitcoin mining remains profitable, but it's not it's not very -- it's marginal. So it's still contributing to the business. But really, it's not the focus of the business. It's not where we're investing our time, it's not where we're investing our efforts.

And given that we have been so successful last year in raising capital and strengthening our balance sheet. It's really not super impactful for the developments that we have this year, the operations or the CapEx. So we'll just continue to scale that down, trying to maximize value in the disciplined exit. If it makes more sense to maybe sell some miners a little bit earlier then we might need to in order to begin instruction, we'll evaluate that as we will always do to maximize value for our shareholders.

But really, we kind of see this as a pretty minor element of our balance sheet and a minor element of the financial plan for this year. Jonathan, do you want to add anything further?

Only that when we think about our liquidity going forward, the strategic objective is to ensure we are well capitalized through the lease process and beyond without the need to raise any new capital in the markets and that takes into account the current state of Bitcoin mining operations. It's not assuming any improvement in the economics there. So our plan is built on conservative assumptions around the status of the Bitcoin market.

Our next question comes from Nick Giles with B. Riley Securities.

Good morning, Keel team. In the interim period where Bitcoin mining operations are wound down, but kind of pre-revenue generation on the HPC side, could the generating assets at Panther Creek and Scrubgrass be utilized in any way such as the PJM capacity auction?

So those power plants do actually participate in PJM capacity auctions. We've done that for quite some time. And so we do benefit from the capacity payments that we received there.

Got it. Okay. And any order of magnitude of what those could be kind of in the 2026 planning year?

So I mean, really, it's -- we've kind of maxed out on the capacity auction payments. They set a ceiling, and that's where the capacity auction payments closed.

Got it. Understood. Maybe one for Jonathan. You've made some progress on the capital structure, but just was hoping for any additional comments you might have on what you're looking for in an initial debt package, how you're seeing term shift and kind of what tools you have at your disposal during construction and kind of post energization.

Good question. Thanks, Nick. So our basic approach is to compare and contrast our financing options down at the asset level and upstairs at the parent level. And certainly, one of the things that we've seen in the market that has caught our attention like everyone else, is the tightening of spreads between folks issuing high-yield debt in the market that would seem like quite attractive levels for strong investment-grade counterparties or credit wraps. And those converging towards the levels seen in bank-originated classic construction of project financing.

So we'll be -- each of those has its own advantages in terms of simplicity of managing the actual capital once it's raised versus negative carry costs. And as we get closer to a funding point, we'll make the decision as to what seems best for our shareholders in terms of how we decide to finance. I'm sorry, Nick, I was just going to say that the markets for our space and for infrastructure generally seem calm right now.

Our next question comes from Brian Dobson with Clear Street.

It's Greg Pendy in for Brian Dobson. Just I guess one final one. Just I guess, one final one. Just on the redomiciling to the U.S., are there any implications to costs or structural implications in terms of ownership that we should be aware of as you enter this over the next couple of days?

One of the benefits and reasons for the redom is that we will now be eligible for inclusion in indices that require -- want to be a U.S. domiciled company. So for example, we'll be eligible for inclusion in the Russell 1000 and the Russell 3000 as well as for ownership in any other fund who was otherwise limited to the purchase of U.S. securities. We view that as being quite helpful in terms of moving our shareholder base to one that is institutional and long term. There are no other -- there are no cost or flexibility implications in our end. We simply see this as a nice path forward with a lot of benefits for our shareholders.

Our next question comes from Bill Papanastasiou with Chardan Capital Markets.

Just wanted to touch on the Washington side and decision to shift towards colo. Can you confirm that this won't have any material impact on the purchase commitment that was entered into November? Or is the team considering the shift in development allocation to other sites?

Thanks, Bill. No impact on the capital commitments and the equipment we've already purchased for the Washington site by changing business models. In fact, actually, it just helps to reduce the CapEx because we're no longer paying for the compute.

Understood. And then how should we generally be thinking about maintenance CapEx on existing Bitcoin mining sites as you gradually shift over to AI HPC here?

We're not making any investments into the Bitcoin mining sites. Basically, we're just continuing to keep them up and running. And so no further investments are being made in the sites into new sites or into new miners.

Thank you. This concludes the question-and-answer session. I'd like to turn the call back over to Ben Gagnon for closing remarks.

Thank you very much, everyone, for joining our call today and really look forward to speaking to you next time as Keel Infrastructure. Have a great day.

Thank you for your participation. This does conclude the program. You may now disconnect.

Welcome to the Special Meeting of Bitfarms Ltd. Please note that this meeting is being recorded.

I would like to introduce Edith Hofmeister, Chair of the Board of Directors of Bitfarms Ltd. Ms. Hofmeister, please go ahead.

Good morning, ladies and gentlemen. My name is Edie Hofmeister, and I'm the Chair of the Board of Directors of Bitfarms. It's my pleasure to welcome you to today's Special Meeting of Shareholders of Bitfarms. At this time, I call to order this special meeting. Joining me today are the other directors of Bitfarms, Brian Howlett, Fanny Philip, Wayne Duso, Amy Freedman and Benjamin Gagnon, who is also our CEO. Our Chief Financial Officer, Jonathan Mir; and our Global General Counsel, Rachel Silverstein, are also in attendance at this meeting. I will act as Chair of this meeting, and I will ask Rachel Silverstein to act as Secretary for this meeting. With the consent of the meeting, I appoint TSX Trust Company represented by Julie Kim to act as scrutineer.

I have received proof of the mailing of the notice calling this special meeting and the accompanying management information circular dated February 17, 2026, which was sent to all holders of common shares in the form of proxy and letter of transmittal, which were sent to all registered holders of common shares in each case as of the close of business on the record date of February 13, 2026. These materials were also filed and are also available on SEDAR. I ask that a copy of each of these materials, including the proof of mailing, be retained by the Secretary with records of this special meeting.

I have received the preliminary scrutineers' report on attendance, indicating that at today's special meeting, we have 374 shareholders represented by proxy and management proxies representing 177,194,069 shares. As of the record date, we had 602,727,574 issued in outstanding shares and, therefore, 29.399% of the outstanding shares are represented by proxy or management proxy at today's special meeting.

I adopt the report of the scrutineer and declare the attendance at this special meeting to be as set out here therein. As a quorum is present and as proper notice of the special meeting has been given, I declare the special meeting to be properly called and constituted for the transaction of business.

Before turning to the formal business of the meeting, I'm going to take a minute to explain the process for this meeting. We're holding this meeting virtually through a live audio webcast. As a result, voting on all matters at the meeting will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders who have followed the proper procedure of requesting a meeting access number to log in may vote on each item of formal business. If you voted your shares prior to the proxy cutoff time, your vote has been received by the scrutineers, and there's no need to vote those shares again during the meeting unless you wish to revoke your previously submitted proxy.

At any time during the meeting, registered shareholders and duly appointed proxy holders who have not already voted and who have logged in properly with their control number or meeting access number and wish to vote their shares may do so by clicking on the voting icon on your screen, selecting your voting direction from the options shown on the screen and clicking submit. The polls will remain open until just before the conclusion of the formal business of this meeting.

Proxy holders, including beneficial owners who appointed themselves as proxy holders, should have logged into the webcast by entering their control number they received from their registered or beneficial owner who appointed them. If shareholders and proxy holders have logged on properly, when you click the voting icon on your screen, the items of business to vote on will be displayed. To vote, select your voting direction from the options shown on the screen and click submit. You may vote on the items and change your vote at any time until the polls are closed. We've been advised by TSX Trust, the scrutineers for the meeting, that based on proxies already deposited with them, there have been enough votes cast to carry the motion.

Shareholders or proxy holders may ask questions relating to the formal business of the meeting at any time during the meeting by submitting the question in writing in the text box on your screen that says Ask a Question. We will now proceed with the formal business of the meeting.

The purpose of today's meeting is for the shareholders of Bitfarms to, pursuant to an interim order of the Ontario Superior Court of Justice dated February 13, 2026, consider and if determined advisable, pass a special resolution to approve a proposal -- a proposed plan of arrangement pursuant to which each existing common share of Bitfarms will be exchanged for 1 share of common stock of Keel Infrastructure Corp., a newly incorporated entity formed under the laws of the State of Delaware in the United States of America. That will become the ultimate parent company of Bitfarms and its subsidiaries as a result of the arrangement. The full text of this special resolution, also known as the arrangement resolution, is set forth in Appendix A to the management information circular.

The Board of Directors of Bitfarms has unanimously recommended that shareholders vote for the arrangement resolution. Independent proxy advisory firms, including Institutional Shareholder Services Inc., are also supportive and recommend shareholders vote for the arrangement resolution. To be effective, the arrangement resolution will require the affirmative vote of at least 66-2/3% of the votes cast by holders of common shares of Bitfarms present in person or represented by proxy at this special meeting.

Unless otherwise directed, management will vote all shares for which they have been designated proxy in favor of the arrangement resolution. May I have a motion approving the arrangement resolution in the form set out in Appendix A to the management information circular? In order to save time with the consent of the meeting, I propose to dispense with the full reading of the arrangement resolution and have the text be taken as having been read in full.

I'd like to ask Rachel Silverstein, our General Counsel, Global, to move the motion and Jonathan Mir, our Chief Financial Officer, to second the motion.

I move that the arrangement resolution in the form set out in Appendix A to the management information circular be approved.

I second the motion.

Thank you. Is there any discussion on this motion? Seeing there are no comments or questions, it is now -- in order to vote on -- it is now time to vote on the motion. Registered shareholders and duly appointed proxy holders may vote if they haven't already. I declare the polls open for voting.

[Voting]

We will be closing the polls for voting momentarily. Now that registered shareholders and duly appointed proxy holders have had the opportunity to vote, I declare the polls closed. The scrutineers have provided their preliminary report based on management proxies received prior to the meeting. The report indicates that 173,274,022 shares represented by management proxies voted in favor of the arrangement resolution and 1,173,232 shares represented by management proxies voted against the arrangement resolution. As a result, I adopt the scrutineers' preliminary report with respect to the arrangement resolution and declare that the arrangement resolution has been passed and the motion is carried. The final report on voting results will be provided by the scrutineers after the meeting and will be incorporated into the minutes of the meeting. The percentage of votes counted for or against the arrangement resolution will be disclosed in a press release that will be filed on SEDAR.

The formal agenda for this special meeting is now completed. Before I declare the formal business of today's special meeting to be concluded, I will ask Rachel Silverstein whether we have received any questions relating to the formal business of the meeting today.

No, we have not.

As there is no further business to be brought before the meeting, I declare the formal business of today's special meeting to be concluded. On behalf of the Board of Directors and Bitfarms, I would like to thank everyone who attended today, marking this important milestone in the history of our company. We appreciate the support that all of our shareholders have shown over the years and during this transformational process. We look forward to completing the final phase of our pivot to the U.S. and continuing our business from April 1 onwards as Keel Infrastructure.

Thank you for attending today's meeting. You may now disconnect.

[Audio Gap] coming for Bitfarms presentation. Before we begin, I just want to remind everybody that we will be making references to forward-looking statements that might differ with actual results. We also refer to non-IFRS measures. If you're looking for definitions on both of them, please make sure to look at our MD&A on our website. Additionally, all financial figures are in U.S. dollars unless we stated otherwise. And with that, Liam.

Does this work, guys? This work, okay. This clearly does work. Okay. Welcome, everyone. My name is Liam Wilson, I'm the COO of Bitfarms. Today, I'll walk through our investment thesis, value proposition and key developments, including updates on our energy portfolio and site-specific advancements, all of which give Bitfarms a competitive advantage to capitalize on the surging demand for HPC and AI infrastructure. I would like to kick off today's call by outlining our market thesis, one that we believe differentiates us from our peers in our transition to HPC and AI.

And that is that infrastructure is not a bubble. Since the invention of modern compute, the supply of compute has increased exponentially. As compute grows, so too does the data center industry that powers it. This is a trend that has a trajectory of over 20 years of exponential growth and an annualized growth rate of 8.8% behind it. This isn't a bubble. It's a reflection of a new paradigm that showed no signs of slowing down before AI.

Now as AI rewrites the rules of how humans interact with computers, the demand for data center capacity is accelerating, but the demand for compute and infrastructure has reached an impasse. The exponential increase in demand for power can no longer be met at the pace the market demands. As a result, the lease rates for data center infrastructure, which have grown at an average rate of 3% over the last 20 years are now growing at an average rate of 12% since 2022. We expect this trend to continue.

Turning to Slide 4. Infrastructure is a bottleneck. As manufacturers continually introduce more efficient chips and increase production every year, this trend continues to accelerate. Next year, NVIDIA alone is expected to be shipping between 10 and 15 gigawatts of GPUs. That doesn't include AMD, Intel, Qualcomm and others who are also producing their own hardware with over 100 gigawatts of chips expected to be produced by 2030.

While the supply of compute chips continues to increase, the growth in data center infrastructure is happening at a much slower pace. It is not silicon nor capital that will be the real bottleneck for continued growth in HPC and AI, but power and infrastructure. Over the next few years, the gap between the amount of chips that are being produced and the megawatts and the racks available to plug them in and operate them will continue to widen.

We strongly believe that as this dynamic continues to play out, the value and the economics will continue to move in favor of those who own the energy and data center infrastructure. We've watched this play out in the market with the contracts that have been announced in the industry to date. As we've moved further along this curve that's shown on the slide, those rates have continued to trend upward. Most of the contracts over the past few months have been sitting near $150 per kilowatt per month.

As time goes on, this trend is expected to continue with analysts predicting a massive shortfall of nearly 45 gigawatts of power for data centers by 2030. Just recently, the CEO of Microsoft confirmed this shortfall when he publicly stated that they have GPUs they cannot deploy. We believe that over time, the companies who have allocated and will continue to allocate billions of dollars into compute will be increasingly economically incentivized to pay rising prices in order to deploy their compute faster and with greater certainty.

Every day they do not deploy is a day of lost revenue. Their customers will simply move on to a competitor. Our investment thesis is clear and backed by decades of data. Our conviction is high backed by consistent incoming demand. We don't want to cap our upside by signing leases prematurely. Instead, Bitfarms plans to optimize and achieve higher lease rates and margins through the following 3 strategic actions: #1, prioritize infrastructure development first.

By minimizing the time between signing a lease and generating revenue for a customer, we will minimize the discounts that would otherwise be applied to the lease rates and locked into multiyear contracts. #2, take advantage of the widening gap between supply of data center infrastructure and data center demand to lock in higher rates and greater margins under multiyear agreements.

And three, while the industry is focused on NVIDIA GB200 and GB300s, Bitfarms plans to leapfrog NVIDIA's Blackwell architecture and lead the industry in developing infrastructure for NVIDIA's next-generation Vera Rubin GPUs across 99% of our 2026 and 2027 development portfolio.

With Vera Rubin GPUs expected to begin shipping in Q4 of 2026 and the infrastructure requirements to support them largely incompatible with facilities designed for Blackwell GPUs, we believe Vera Rubin infrastructure will be in the greatest demand and shorter supply in 2027 and will command significantly greater economics. Turning to Slide 5. We are able to take this approach because we have a robust balance sheet to fund development and know the value of what we own.

We have the largest portfolio of power in each of the regions in which we operate, none of which are in Texas and all of which are existing or emerging data center hubs. With consistent inbound demand for our sites, we have high conviction in the value of our unique energy portfolio, the demand for our power and our ability to develop next-generation HPC and AI infrastructure. We believe that not all megawatts are created equal.

Our megawatts are strategically located in high-value areas that have multiyear wait lists to secure the power we have secured today. Our campuses are close to major metros and existing data center clusters have ample access to major fiber trunk lines and undersea fiber optic cables and temperate mild climates. While Texas is undisputably a great energy market and arguably the easiest market to grow and develop megawatts in the U.S., there are, of course, trade-offs.

The trade-off to short-term development efficiencies is long-term operating inefficiencies. It is no secret that besides power, the primary challenge with data centers is cooling and cooling is becoming an increasingly more difficult problem to solve as energy density continues to increase with every generation of new hardware. Building and operating data centers in a hot arid climate like Texas as opposed to cooler northern climates like Pennsylvania, Washington and Quebec means more CapEx and OpEx for cooling.

This isn't an opinion. It's just math and engineering. If we built our exact same data center for Panther Creek with the same design, equipment and materials in Texas, it would have a PUE of about 1.4 to 1.5, whereas in Pennsylvania, Quebec or Washington, it would be about 1.2 to 1.3. That means for every megawatt we are converting, more of those electrons are going to compute, which is the revenue-generating activity for customers as opposed to supporting revenue generation through cooling.

Simply put, our megawatts are harder to get in higher demand areas, produce more value for customers and are worth more per megawatt. In Pennsylvania, we have the strategic foresight to acquire our 3 campuses and submit our energy applications in 2024 before the HPC and AI demand really came into play in the state earlier this year. This has positioned us with secured power at Panther Creek and Sharon and at the front of the queue with very well-advanced power applications at Scrubgrass.

In Quebec, new power allocations are near impossible to get with numerous data center applications denied by the province in the last year. Bitfarms has 170 megawatts operating with some of the cheapest power rates for data centers in North America, and they are 100% renewable. 100% of these megawatts are currently being utilized for Bitcoin mining. And in the last month, we confirmed that we will be able to convert our Bitcoin mining megawatts to HPC and AI.

This means our Quebec portfolio represents a unique and strategic opportunity to increase total data center megawatts in the province by 25% from about 700 megawatts today. while also fulfilling 2 strategic national and provincial objectives, the scaling back of Bitcoin mining megawatts while increasing HPC and AI infrastructure and data sovereignty. In Washington, we have 18 megawatts of secured power in the largest data center cluster on the West Coast with the cheapest power in the United States for data centers, which also happens to be 100% renewable.

Because of this, the area has a 10-year waitlist for power. Everybody is looking to grow here, and it is nearly impossible to do so outside of secured megawatts like ours. This means that despite the relatively smaller scale of Washington, sites in the area are in high demand by both enterprise and hyperscalers alike. Turning to Slide 6. Now we'll go through our sites one by one and discuss the key developments at each of them.

As we mentioned, Washington has a 10-year wait time for new power and the cheapest power in the United States for data centers. We are actively pursuing colocation for both hyperscalers and enterprise where we can capitalize on the long wait times as previously discussed. While our focus is on developing next-generation Vera Rubin infrastructure across most of our portfolio, we believe there are some compelling reasons to keep our options open with cloud as a potential monetization strategy at Moses Lake specifically.

#1, GPU as a Service would enable us to capture the benefit of the lowest cost power for data centers in the United States for ourselves and generate what we expect to be above-market margins and returns for cloud. #2, the relatively small scale makes cloud at this site easier to execute and finance. We have more than enough liquidity to consider this site and strategy fully funded today and are in active discussions with leading GPU manufacturers on GPU sourcing and financing, which we believe could be done on very attractive terms.

GPU financing could materially reduce CapEx requirements and enhance expected returns. #3, we expect that by demonstrating our ability to execute across the entire stack, we will also be better able to understand customer needs, provide better quality service and negotiate better leases at our other facilities.

Lastly, but most importantly, despite being less than 1% of our total development portfolio, we believe that the conversion of just our Moses Lake site to GPU as a Service could produce more net operating income per year than we have ever generated with Bitcoin mining, providing the company with a strong cash flow foundation that would fund OpEx, G&A, debt service and contribute to CapEx as we wind down our Bitcoin mining business.

I will now walk through the rest of our sites in a little bit more detail, starting with Panther Creek. Panther Creek is our flagship HPC, AI campus in Eastern Pennsylvania. As we have discussed previously, we have 350 megawatts of secured power with PPL. This power is contractually obligated to be delivered with 50 megawatts at the end of 2026 and 300 megawatts at the end of 2027. The site has sufficient acreage for the development of the entire 350 megawatts with capacity to go beyond that.

Additionally, we have $200 million remaining on our project facility with Macquarie that is intended to finance Phase 1 of the project as well as long lead expenses for Phase 2. There is also the potential for expansion. Recently, there have been a number of developments that have given us line of sight to expand beyond the existing 350 megawatts of secured power capacity.

We have received positive indication on converting our existing 60 megawatts -- our existing ISA of 60 megawatts to a firm ESA of 60 megawatts to expand power to 410 megawatts total and on a recent load study to expand power capacity to over 500 megawatts of gross capacity. Turning to Slide 8, please. Moving on to Sharon, where we have 110 megawatts of power secured by an ESA with FirstEnergy in PJM under development.

We are currently operating 30 megawatts of Bitcoin mining on site but have started development on an additional 80-megawatt substation, bringing the total available for HPC and AI use to 110 megawatts. We expect to have the full 110-megawatt substation online by year-end 2026. Similarly to Panther Creek, we'll be working to develop the campus for Vera Rubin GPUs, targeting site completion and revenue in the first half of 2027 for the full 110 megawatts of gross capacity.

Turning to Slide 9. In Quebec, we have 170 megawatts of low-cost hydropower currently operating across multiple Bitcoin mining sites, almost all of which is within a 90-minute drive of Montreal. This is an incredibly attractive opportunity for hyperscalers who are following what's called a regional campus strategy. This is something that was pioneered by Amazon where smaller sites can be directly connected with a direct fiber infrastructure in order to reduce the latency between sites below 2 milliseconds, enabling many small sites to be connected together to function as one larger site.

As I mentioned, it's almost impossible to grow organically in the province. And in October, we confirmed the ability to convert our Bitcoin mining infrastructure to HPC and AI with regulators and utilities in the region. With that pathway clear, we are accelerating our plans in Quebec. We will focus our development efforts on the city of Sherbrooke, where we have 96 megawatts robust fiber connectivity, a strong and developed local labor force and ample support from the local energy utility and municipality.

We will be applying some of the standardized engineering and design plans completed for our Washington site to Sherbrooke in order to convert these facilities from Bitcoin mining into next-generation HPC and AI infrastructure adapted for Vera Rubin GPUs. Similarly to Washington, Quebec has a cool climate and some of the lowest cost energy in North America for data centers with strong unmet demand for GPU cloud in Montreal.

Sherbrooke also represents a potential opportunity to scale up the cloud business in 2027 with VR200s, a strategy that we will evaluate as we work through the engineering and development plans for Sherbrooke. The remaining 74 megawatts of Bitcoin mining in province are earmarked for potential expansion in 2028, and we look forward to providing more detailed plans for Quebec in 2026. Turning to Slide 10. Last but certainly not least, we have our Scrubgrass campus in Pennsylvania.

This is about 30 minutes away from Sharon, Pennsylvania on the western side of the state. With the exception of the new Panther Creek Phase 3 and Phase 4, which I spoke to a minute ago, this is the only power in our portfolio that is not 100% fully secured today, but this is a very, very exciting development opportunity for Bitfarms. We believe that this is the only campus outside of Texas for public miners converting to HPC and AI that has over 1 gigawatt of potential capacity.

And while we have made great progress on developing the power story for this giga campus, there are still quite a few steps to be taken in order to contractually secure the power, which falls into 2 buckets. First, we have completed 3 conceptual load studies with FirstEnergy, starting with 250 megawatts and 500 megawatts and 750 megawatts. That's moving over to what's called a detailed load study with FirstEnergy, which would eventually be converted over to firm service in an ESA.

Second, we have made substantial progress on evaluating the potential to add additional generating capacity on site. This could be accomplished by building a 3- to 4-mile pipeline from our campus to the second largest natural gas pipeline in the United States, the Tennessee Natural Gas Pipeline, which we have confirmed could supply up to 550 megawatts of natural gas, multiplying our generation capacity on site.

While we're still in the early stages of evaluating how we would expand the generating capacity, and we'll provide more details as we progress. Combined, the 2 buckets could potentially provide 1.3 gigawatts of gross capacity. Additionally, there is very good fiber infrastructure in the area with over 8 fiber infrastructure networks nearby. And it is in close proximity to Pittsburgh and Cleveland as well as the other data centers, which are starting to pop up throughout the state.

The earliest time that we anticipate we could have additional power at this kind of scale implemented at Scrubgrass is around 2028. Though this is a longer lead time campus for us, we believe that the forecast on power and demand for HPC and AI infrastructure, the timing for our giga campus will play in well with this cycle and our investment thesis as well as our continued other development plans. Turning to Slide 11 and sort of sum it up.

We believe that we are incredibly well positioned to execute against our investment thesis in 2026 and 2027 and maximize long-term shareholder value. #1, we have a very unique portfolio of energy assets that we aim to fully convert to HPC and AI infrastructure. #2, we are exploring converting our Washington site to HPC and AI workloads and lead the industry in the development of next-generation data centers for NVIDIA's Vera Rubin GPUs.

#3, we are actively evaluating a potential cloud monetization strategy for our Washington site, which we believe will be a meaningful driver of cash flows and could eclipse any BTC mining cash flows we have ever generated. #4, we are well capitalized to make our currently planned investments with financial flexibility that exceeds $1 billion across cash, Bitcoin in our Panther Creek project facility with Macquarie, all of which are going to fund CapEx as we continue to produce strong free cash flows from our Bitcoin mining operations that fund OpEx, G&A, debt service and contribute to CapEx with no planned minor CapEx.

And lastly, we continue to execute on our U.S. pivot with the recent sale of our Paso Pe facility marking our full Latam exit, our transition to U.S. GAAP for 2024, 2025 results and the establishment of our New York City office and working towards a U.S. redomiciliation in 2026. We believe this would give us significantly greater index inclusion and meaningfully improve the institutional composition of our cap table. I now have the pleasure to hand the presentation over to our CFO, Jonathan Mir.

Can you flip forward one page? So I'll stand. I'm all right. So just by necessity, this is essentially our Q3 presentation. I'm going to finish this really fast, so we can do Q&A, which will be more interesting. But Q3, we did our convert that raised $590 million in proceeds. The pricing was really just terrific. We were the beneficiaries of great execution. We've got $200 million remaining on the project development facility at Panther Creek, and we're generating about $8 million a month from our Bitcoin operations.

So the Bitcoin operations, if you think about Bitcoin as a company, let's say, 200 employees pro forma for being solely North America, about 50 of which are what you could call corporate. So that $8 million a month pays for all of those people. And then it's creating the capital to fund needed investment. The point is, right now, we've got $750 million of unencumbered liquidity and $200 million available on the Macquarie facility.

This is important because if we are good custodians of the capital, it enables us to push Washington, Sharon and Panther Creek through to NTP. Certainly, one of -- whichever one gets done first opens up borrowing capacity to us for construction finance that lets us recycle our equity so that we have that available for whichever one is going to come online last.

So we have a balance sheet right now, and we view having a strong balance sheet as a benefit to customers and shareholders. We know we can finance the development of the first 3 projects right off our balance sheet without external capital, which we have the flicker doing for us. So it's a -- you can flip forward. Flip, I don't want to go through all this with everyone.

I think that's it.

That's it. All right. So let's have a real conversation. So I came to Bitfarms to focus on 3 things. It's capital allocation, capital formation, raising the money and then capital structure, right, ensuring that we've got a capital structure that maximizes return on equity without creating risk around overleverage. And again, one of the strengths of the company beyond its sites is we have a balance sheet right now that lets us continue developing through Notice to Proceed, NTP, right, the day you can turn shovels and all of your approvals and permits are available on the 3 sites.

We'll raise capital before we get NTP in all 3 sites, I'm certain. But that's a very comfortable place to be in as a developer. Generally speaking, we expect to be at NTP for Washington, Sharon and Panther Creek sometime in the second half of 2026. So that will be an important catalyst for us economically. Once we're at NTP, you can then -- you're on the best terms possible to negotiate a lease and then finance against that lease. And those projects would produce revenue late 2027.

But once you have a signed lease, it's basically -- it's an NPV into the stock for the value of that asset. And then we'll continue to develop Scrubgrass and opportunistically other sites, if they are at least as good as our existing site in the same market. So we're not going to enter new markets. We're not going to deal with modest quality sites, we would -- but we will be aggressive if we think we have the opportunity to find a good asset for a modest amount of our liquidity.

In terms of how we plan on financing the business, debt and equity, so to start pretty conventional for energy infrastructure finance, you use basically project finance down at the asset level to get the assets built and borrow maybe 60%, 65% LTV. So that's downstairs, each individual silo, you'd start out borrowing some modest amount of development capital. As you get pretty close to being ready to go, that's available in the bank market. That lets us recycle equity for the next project.

That's great. And then once you are at NTP with a signed lease, you enter into construction capital. So you don't have to do that off your own balance sheet. Every project, let's just say -- I mean we can put some debt maybe upstairs at the public company bank loan or something like that and run at 70% debt to cap-ish. We're going to figure out what the right number is as we go along, but that's fairly conventional for an infrastructure company with contracts that are 15 years long as opposed to having an enduring monopoly or 30-year contracts.

So the next question is, well, where do we get the equity, right? So if I spend -- if we spend $1 billion on a project, it is a mathematical certainty that we need $333 million of equity. So that's either coming off our balance sheet. It's coming from the sale of minority interest equity downstairs at a project, sell 30% of a project to an infrastructure fund or it comes upstairs with common equity at the holdco, use some gentle amount of ATM.

That's completely unattractive to us right now, I can assure you. And we'll probably do some converts over there. I happen to think of converts as just being debt. So there's a limit to how far I'm going to push that. But just to be clear, people need to -- I want to always make sure we're transparent with investors, so they understand how much equity needs to accompany every project. And we're going to look to find ways to reduce that.

The more we can lever as long as we feel comfortable with our ability to repay it, the higher the returns to equity, maybe we decide 70%, could be 75%, or a little bit higher. But fundamentally, creating risk from financial leverage is not what our investors will pay us for. Investors are going to pay us from being good owners and operators of infrastructure assets and delivering infrastructure-like returns.

And then if we are able to continue developing beyond this enormous pipeline, perhaps they'll pay for some growth as well, but we have a lot of growth to finance to start. So that's like the basic financing strategy. I mentioned the equity point, just so no one yells at me when we start selling equity because I told everyone that we're going to do that. But that should be obvious to anyone who is an infrastructure investor.

By the way, it's like that's a good sign if you're in an infrastructure company because it means you're growing. And the 3 risks that we really think of what are the 3 ways to break a developer, one, run out of money during the development process, right, before you get to NTP. So you really got to be careful with your capital and recycling it before the time; two, overlever yourself, right, get to a point where you can't manage through variations or just surprises in the rest of the business affects a lot of developers.

And three is built on spec, building on spec being the greatest sin in the developer space. And that's just not part of our business plan. You -- by definition, you're developing on spec, but you don't start spending real money on spec. And that's fine because once you have a lease, all the financing you need becomes available to you. So that's just a quick financial overview and turn it over to Q&A.

Can you just talk about where you are in the process of commercializing your sites, talking to tenants [indiscernible] potential tenants, whether you've got inbound after your pivot, you clearly done a lot of work on kind of deciding to make this pivot. But [indiscernible] can you just talk through interest levels, whether you're talking to neoclouds or hyperscalers.

We've -- so firstly, thanks for your question. I think the inbound that we've received certainly over the last, call it, 3 months is inbound that we did not foresee coming our way, particularly around the Sharon facility and also Moses Lake. Moses Lake is this 18-megawatt facility that kind of people scoffed at and frankly, we did internally as well when we thought about it. But the reality is that, that 18 megawatt sits in the West Coast version of data center alley and a lot of the hyperscalers up there seem to be quite keen on Washington, our facility in Washington has essentially excess power.

And 18 megawatts, they could pick it up, why wouldn't they? So that's -- we're seeing some inbound there. The same I could probably say for Sharon, too. Sharon was 110 megawatts. Initially, we were told that there was no way that any hyperscaler would look at Sharon. And now Sharon seems to be quite attractive in the market. The facilities outside of Sharon and Washington are not at a point yet where I think we could actively market those facilities.

We need to get closer to what Jonathan refers to as the NTP, Notice to Proceed. Once we do get closer to that NTP date, I think the turnaround will be quite quick. But I would say that at the moment, certainly, Sharon, certainly Washington, Quebec is becoming more and more attractive to some of our Canadian counterparts up there that are looking to power.

PC.

I'm sorry.

PC as it gets closer.

And Panther Creek as it gets closer as well. That's starting to heat up at the moment.

Just to amplify Liam's comments. So we are encouraged by the nature and number of inbounds we received. As a practical matter, one would not want to enter into a lease negotiation until you are ready to proceed with the project at NTP because customers are going to heavily discount you over execution risk of actually being able to start turning shovels.

And so then the question becomes how deep into the actual -- the phase between being ready to go and having -- being ready to energize, do you want to go? What's the optimal time to sign a lease. If capital weren't a concern, you get the highest pricing the closer you were to the date of energization. That's just like because whoever is in the market at that time will pick the project that could deliver tomorrow as opposed to the one that could deliver in 18 months.

So what we need to do is balance maximizing lease value, where our thesis is it will increase over time because of demand and increase by site as you get closer to a tangible completion date. That gets balanced against, one, our balance sheet because you can only build so far off your own balance sheet because the financing isn't available for a full build until one has a lease. And then two, our shareholder expectations.

Shareholders are looking to see us get things moving and developed with good customers. So this is what we spend and will spend a lot of our time on is constantly evaluating where are we on lease pricing versus our balance sheet and shareholder expectations and other factors. We're not going to let the perfect get in the way of the good, but we think we can do -- we think patience will let us do well. And if you look at -- we think patience will let us do well and help us maximize the value of the lease.

And this is one of the reasons we put so much value on the balance sheet is because we are not under pressure to market a lease early. And the general expectation is that Washington, Sharon and Panther Creek should all be at NTP, Notice to Proceed by the end of '26, which means you can start marketing certainly proximate to that date. And then it's a question of how do you see -- where do you see the most value.

You mentioned kind of gearing for Vera Rubin. Is there going to be a big CapEx difference to build site specifically for that versus maybe what some peers are doing and they're kind of benchmarking like $9 million to $11 million per megawatt.

$9 million to $11 million sounds optimistic, I would say. I haven't seen $9 million to $11 million. We're not budgeting $9 million to $11 million. We're not far off there. But if your question is, will it cost more than $9 million to $11 million?

[indiscernible] talking for colo too, not for the GPU...

It's up, but only slightly.

Yes. So we wouldn't underwrite $9 million to $11 million, nor would we guide investors to that. If we can, we will. We just wouldn't do it now. So what's interesting, and I think answers your question is to -- is NVIDIA, right? The reason NVIDIA creates a new chip architecture is because the value of the increased compute is more than the incremental cost versus their prior generation chip. So in the HPC market where $1 of compute, you know, compute is compute, its pure commodity, whoever has the lowest marginal cost will sell all their capacity first and then you'll have the next participant and the next participant.

It looks like a generation stack in an ISO. And so productivity is the sort of the -- it's just the inverse of marginal cost. That is to say with every successive generation of NVIDIA chip, you can produce more revenue at a given site. And the chip by definition, will generate more benefit and increased revenue than the increase in cost from buying a new chip and constructing it. Because if it didn't, NVIDIA wouldn't have any customers.

Maybe last one for me. How do you think about the strategy for GPU as a service versus colo [indiscernible] shape up for that?

Yes. If you -- if one is focused on maintaining a strong balance sheet that gives you great line of sight to getting through development on a portfolio like ours, that's pretty valuable. I think that the bar would have to be very, very high to invest a healthy chunk of our liquidity in chips, which even if you can finance have only so much life in them. And I think with a plan, I'd say, under all circumstances, we're going to be an infrastructure company, full stop.

So the question is, we have the option to do something a little bit different in Washington, but that's 1% of our portfolio. So then we start thinking about how much liquidity that would take, financing available. It feels like -- I'd say it's more likely than not that we -- Washington becomes a standard colo HPC data center. There are a lot of other data centers in the region. They grab up the incremental megawatts quickly. But we're keeping the option open. We might find economic circumstances and say, you know what, it actually makes sense to do this.

But for us, this is all measured by like are we creating shareholder value, right? So if you are in the GPU as a Service, the returns expected on that by definition, your cost of capital has got to be higher, right? It's a riskier business. So like are you actually getting the returns commensurate with the higher risk if you enter into that position. So we like -- we're not going to do things unless they are accretive to shareholders, that is to say the use of our equity, the returns on our equity are always going to be designed to better the cost of our equity, right, create value.

Any other questions?

How have you -- it sounds like you're in the process now [indiscernible] your existing portfolio. Have you started to look at additional sites? And how is that process going? How have you stacked up [indiscernible] potentially provide a continual source of additional power [indiscernible]?

We have, and Jonathan has underneath him an incredibly strong corporate development team, the same corp dev team that I think -- I believe has been at Bitfarms for the last 3 or 4 years. They have not slowed down even through the acquisition of Stronghold, they're looking probably at more sites around that period than they have in their entire careers at Bitfarms, and that hasn't slowed down. We just need to find what's exactly right for us as well. We have a very sweet spot.

We love that our facilities are on the Eastern Seaboard of the United States and Canada. We think that that's incredibly advantageous. And these sites over here don't pop up every now and again. We could go down to Texas and go and grab 2 gigawatts of promised capacity. We could do that tomorrow. But for us to get stuff in Pennsylvania, Ohio, PJM, where we like to see our facilities, it's a little bit more complicated, but the team is [indiscernible] opportunities daily.

Yes. Are you seeing others look at this market -- to your point, it's -- I'm sure others are looking, but it seems like there's a lot of activity right now. So [indiscernible] seem to be somewhere else [indiscernible] that point or am I correctly assessing...

I'll let Jonathan -- you get it.

Yes, I think. So we get -- we're constantly getting inquiries around pieces of land. Here, the circumstance, we want to be aggressive, and we want to earn excellent returns for our shareholders. If someone came to us with a site that was in our desired location, Pennsylvania being the simplest, and whose quality was at least as good as our existing sites, that is to say time from ownership to getting it online was at least as good as, we would allocate some amount, 5%, maybe 10% of our liquidity to that site, because why not?

What we won't do is start spending more than that on sort of real speculative land or other enterprises. And what I always find so interesting about this industry is people, okay, you got the 3 sites, it's $10 billion of CapEx, where are you getting to do next? A $10 billion, you can build an entire LNG export terminal. The largest single project in the United States in 2020, which is not the dark ages, was $5 billion. The amounts of capital that need to get spent in the space are just astonishing.

And so the casual nature of a $10 billion pipeline and well, what are you doing for me today, I find interest -- look, that's market expectations, but I think people should -- and I think this is a risk issue that is not talked enough about by participants in the space. If you take on a $10 billion project or $20 billion project, that's the largest thing that's ever been built in the United States, except for the Vogtle nuclear plant down in Georgia.

You build an entire chip fab for $20 billion, and there are people trying to build those. So there are going to be some painful lesson learned about how to deliver projects on time and on budget at the scale of CapEx. We intend to learn as many as we can and think really hard about risk mitigants at every stage.

Makes sense. Thank you.

No worries. Guys, we actually have to run. We've got another meeting. Does anyone have any last questions? No. Okay. Thanks so much for your time.

Thank you. Really appreciate it.

Thank you for standing by, and welcome to Bitfarms' Third Quarter 2025 Earnings Conference Call. [Operator Instructions]

I would now like to hand the call over to Jennifer Drew-Bear from Bitfarms' Investor Relations. Please go ahead.

Thank you, and welcome to Bitfarms' Third Quarter 2025 Conference Call. With me on the call today are Ben Gagnon, Chief Executive Officer and Director; and Jonathan Mir, Chief Financial Officer.

Before we begin, please note, this call is being webcast with an accompanying slide presentation. Today's press release and our presentation can be accessed on our website, bitfarms.com, under the Investors section.

Turning to Slide 2. I'd like to remind everyone that certain forward-looking statements will be made during the call, and that future results could differ from those implied in this statement. The forward-looking information is based on certain assumptions and is subject to risks and uncertainties, and I invite you to consult Bitfarms' MD&A for a complete list.

Please note that references will be made to certain measures not recognized under IFRS and therefore, may not be comparable to similar measures presented by other companies. We invite listeners to refer to today's press release and our MD&A for definition of the aforementioned non-IFRS measures and their reconciliations to IFRS measures.

Please note that all financial references are denominated in U.S. dollars, unless otherwise noted.

And now turning to Slide 3. It is my pleasure to turn the call over to Ben Gagnon, Chief Executive Officer and Director. Ben, please go ahead.

Good morning, everyone, and welcome to Bitfarms' Third Quarter 2025 Earnings Call. We made strong, steady progress in Q3, building on the momentum from the first half of the year as we advance our transformation into a leading North American HPC and AI infrastructure company. Today, I'll walk you through our investment thesis, value proposition and key developments, including updates on our energy portfolio and site-specific advancements, all of which gives Bitfarms a competitive advantage to capitalize on the surge in demand for HPC and AI infrastructure.

Turning to Slide 4. I would like to kick off today's call by outlining our market thesis, one that we believe differentiates us from our peers and best aligns Bitfarms with long-term investors in our transition to HPC and AI. Infrastructure is not a bubble. Since the invention of modern compute, the supply of compute has increased exponentially. As compute grows, so too does the data center industry that powers it. This is a trend that has a trajectory of over 20 years of exponential growth and an annualized growth rate of 8.8% behind it. This isn't a bubble. It's a reflection of a new paradigm that showed no signs of slowing down before AI and now as AI rewrites the rules of how humans interact with computers, the demand for data center capacity is accelerating. But the demand for compute and infrastructure has reached an impasse.

Data centers that used to be measured in kilowatts are now being measured in megawatts and gigawatts. Racks that used to support 10 kilowatts are now being designed to support 370 kilowatts. The exponential increase in demand for power can no longer be met at the pace of the market demands. And as a result, the lease rates for data center infrastructure, which have grown at an average rate of 3% over the last 20 years, are now growing at an average rate of 12% since 2022, and we expect this trend to continue.

Turning to Slide 5. Infrastructure is a bottleneck. As manufacturers continually introduce newer, more efficient chips and increase production every year, this trend continues to accelerate. Next year, NVIDIA alone is expected to be shipping somewhere between 10 and 15 gigawatts of GPUs. And that doesn't include, of course, AMD, Intel, Qualcomm and others who are also producing their own hardware with over 100 gigawatts of chips expected to be produced by 2030.

While the supply of compute chips continues to increase, the growth in data center infrastructure is happening at a much slower pace. It is not silicon nor capital that will be the real bottleneck for continued growth in HPC and AI, but power and infrastructure. Over the next few years, the gap between the amount of chips that are being produced and the megawatts and the racks available to plug them in and operate them will continue to widen significantly.

We strongly believe that as this dynamic continues to play out, the value and the economics will continue to move in favor of those who own the energy and data center infrastructure. We've watched this play out in the market with the contracts that have been announced in the industry to date. When Core Scientific and CoreWeave announced their landmark transaction in April of last year, the rates were contracted around $120 per kilowatt per month. As we've moved further along this curve that's shown on the slide, those rates have continued to trend upward. Most of the contracts over the past few months have been around $150 per kilowatt per month. As time goes on, this trend is expected to continue with analysts predicting a massive shortfall of nearly 45 gigawatts of power for data centers by 2030.

Just within the last 2 weeks, Satya Nadella, the CEO of Microsoft, confirmed the shortfall when he publicly stated on a recent podcast that they have GPUs they cannot deploy. We believe that over time, the companies who've allocated and will continue to allocate billions of dollars into compute will be increasingly economically incentivized to pay rising prices in order to deploy their compute faster and with greater certainty, because every day they do not deploy is a day of revenue they will never recover and because their customers will simply move on to a competitor.

With direct operating margins for new GPUs typically in the 80s or 90% range, this infrastructure expense is a modest cost driver for those who own the compute, equivalent to a low single-digit percentage of OpEx. If this cost were to double, it would not impact direct OpEx for the customer by more than a low single-digit percentage. These rates, which are largely inconsequential for the customer are very significant for Bitfarms as the developer. With OpEx costs that are largely fixed, every additional dollar earned in a lease goes to the bottom line. This is what Bitfarms is aiming to optimize for, not the fastest contract, but the highest value per megawatt and the greatest margins for the longest period of time with great customers. We believe this will be the primary driver of our multiple expansion and what drives shareholder value creation long term.

Our investment thesis is clear and backed by decades of data. Our conviction is high, backed by consistent incoming demand. We don't want to cap our upside by signing leases prematurely. Instead, Bitfarms plans to optimize and achieve higher lease rates and margins through the following 3 strategic actions: one, prioritize infrastructure development first by minimizing the time between signing a lease and generating revenue for a customer, we will minimize the discount that would otherwise be applied to the lease rates and locked into multiyear contracts; two, take advantage of the increasing gap between supply of data center infrastructure and data center demand to lock in higher rates and greater margins under multiyear agreements; and three, while the industry is focused on NVIDIA GB200 and GB300, Bitfarms plans to leapfrog NVIDIA's Blackwell architecture and lead the industry in developing infrastructure for NVIDIA's next-generation Vera Rubin GPUs across 99% of our 2026 and 2027 development portfolio.

With Vera Rubin GPUs expected to begin shipping in Q4 of 2026, and the infrastructure requirements to support them largely incompatible with facilities designed for Blackwell GPUs, we believe Vera Rubin infrastructure will be in the greatest demand and shortest supply in 2027 and will command significantly greater economics.

Turning to Slide 6. We are able to take this approach because we have a robust balance sheet to fund development and know the value of what we own. While we don't have the largest portfolio of power among the public miners who are transitioning to HPC and AI, we do have the largest portfolios of power in each of the regions in which we operate, none of which are in Texas and all of which are either existing or emerging data center hubs. With consistent inbound demand for our sites, we have high conviction in the value of our unique energy portfolio, the demand for our power and our ability to develop next-generation HPC and AI infrastructure.

We believe that not all megawatts are created equal. Our megawatts are strategically located in high-value areas that have multiyear waitlist to secure the power we have today. Our campuses are close to major metros and existing data center clusters, have ample access to major fiber trunk lines and undersea fiber optic cables and benefit from temperate climate compared to places like Texas.

While Texas is undisputably a great energy market and arguably the easiest market to grow and develop megawatts in the U.S., there are, of course, trade-offs. The trade-off to short-term development efficiencies is long-term operating inefficiencies. It is no secret that besides power, the primary challenge with data centers is cooling and cooling is becoming an increasingly more difficult problem to solve as energy density continues to increase with every generation of new hardware. Building and operating data centers in a hot, arid desert climate like Texas as opposed to cooler northern climates like Pennsylvania, Washington and Quebec means more CapEx and OpEx for cooling. This isn't an opinion. It's math and engineering.

If we built our exact same data center for Panther Creek with the same design, equipment and materials in Texas, it would have a PuE of about 1.4 to about 1.5. Whereas in Pennsylvania, Quebec or Washington, it would be about 1.2 to 1.3. That means for every megawatt we are converting, more of those electrons are going to compute, which is the revenue-generating activity for customers as opposed to supporting revenue generation through cooling. Simply put, our megawatts are harder to get in higher demand areas, produce more value for customers and are worth more per megawatt.

In Pennsylvania, we have the strategic foresight to acquire our 3 campuses and submit our energy applications in 2024 before the HPC and AI demand really came into play in the state earlier this year. This has positioned us with secured power at Panther Creek and Sharon and at the front of the queue with very well-advanced power applications at Scrubgrass.

In Quebec, new power allocations are almost impossible to get with numerous data center applications denied by the province in the past year. Bitfarms has 170 megawatts operating with some of the cheapest power rates for data centers in North America and 100% renewable. 100% of these megawatts are currently being utilized for Bitcoin mining. And just in the last month, we confirmed that we will be able to convert our Bitcoin megawatts for HPC and AI. This means our Quebec portfolio represents a unique and strategic opportunity to increase total data center megawatts in the province by 25% from about 700 megawatts today, while fulfilling 2 strategic national and provincial objectives, the scaling back of Bitcoin mining megawatts while increasing HPC and AI infrastructure and data sovereignty.

In Washington, we have 18 megawatts of secured power in the largest data center cluster on the West Coast with the cheapest power in the U.S. for data centers and 100% renewable. Because of this, the area has a 10-year wait list for power. Everybody is looking to grow here, and it is nearly impossible to do so outside of secured megawatts like ours. This means that despite the relatively smaller scale of Washington, sites in the area are in high demand by both enterprise and hyperscalers alike. I'd now like to spend a few minutes discussing Washington and the news we issued this morning in more detail.

Turning to Slide 7. Earlier this morning, we announced plans for the conversion of our 18-megawatt Washington site to HPC and AI workloads. We signed a fully funded binding agreement for $128 million for all the critical IT infrastructure and building materials to develop the full 18 megawatts of gross capacity with anticipated industry-leading energy efficiency between 1.2 and 1.3 PuE.

The state-of-the-art facility will feature: one, validated reference designs, ensuring compatibility and performance with NVIDIA GB300s; two, modular infrastructure, enabling phased deployment and scalability, reducing the downtime of Bitcoin mining revenues and ramping up our time to HPC and AI revenues; and three, proven thermal and power management systems critical for HPC and AI operations. The construction team is in Washington today with the general contractor and are kicking off the conversion of the Washington site, which is targeted for completion in December 2026.

Turning to Slide 8. I would now like to discuss monetization strategy at Washington. With decade-long wait times for new power and the cheapest power in the U.S. for data centers, we are actively pursuing colocation for both hyperscaler and enterprise, where we can capitalize on the long wait times as previously discussed. This morning, for the first time, we announced we are also pursuing GPU as a service or cloud.

While our focus is on developing next-generation Vera Rubin infrastructure across most of our portfolio, we believe there are some compelling reasons to potentially go with cloud as a monetization strategy at Moses Lake specifically. One, GPU as a service would enable us to capture the benefit of the lowest cost power for data centers in the U.S. for ourselves and generate what we expect to be above-market margins and returns for cloud.

Two, the relatively smaller scale makes cloud at this site easier to execute and finance. We have more than enough liquidity to consider the site and strategy fully funded today and are in active discussions with leading GPU manufacturers on GPU sourcing and financing, which we believe could be done on very attractive terms. GPU financing could materially reduce CapEx requirements and enhance expected returns.

Three, we expect that by demonstrating our ability to execute across the entire stack, we will also be able to better understand customer needs, provide better quality service and negotiate better leases at our other facilities.

Lastly, but most importantly, despite being less than 1% of our total development portfolio, we believe that the conversion of just our Moses Lake site to GPU as a service could produce more net operating income per year than we have ever generated with Bitcoin mining, providing the company with a strong cash flow foundation that would fund OpEx, G&A, debt service and contribute to CapEx as we wind down our Bitcoin mining business. I will now walk through the rest of our sites in a bit more detail, starting with Panther Creek.

Turning to Slide 9. Panther Creek is our flagship HPC and AI campus in Eastern Pennsylvania. As we've discussed previously, we have 350 megawatts of secured power with PPL. This power is contractually obligated to be delivered with 50 megawatts at the end of 2026 and 300 megawatts at the end of 2027. The site has sufficient acreage for the development of the entire 350 megawatts with capacity to go beyond that. Additionally, we have $200 million remaining on our project facility with Macquarie that is intended to finance Phase 1 of the project as well as a few long lead time expenses for Phase 2. We also have some exciting news around potential further capacity expansion at Panther Creek.

Lately, there have been a number of developments, including the recent 403 letter from the Department of Energy and commitments to deploy more natural gas energy generation in Pennsylvania that have given us line of sight to expand beyond the existing 350 megawatts of secured power capacity. We have received positive indication on converting our existing interconnection service agreement, or ISA 60 megawatts to a firm energy service agreement, or ESA, of 60 megawatts to expand power to 410 megawatts and on a recent load study to expand power capacity to over 500 megawatts of growth capacity.

With these positive developments that could meaningfully expand capacity at this campus and in line with our investment thesis, we are modifying our original Phase 1 designed for Blackwell GPUs and planning a new Phase 3 and Phase 4. The entire campus will now be developed for NVIDIA's Vera Rubin GPUs and their greater energy density to accommodate our new expectations on future expanded power capacity.

This is expected to delay the energization of Phase 1 marginally from December 2026 into the first half of 2027, with no anticipated impacts to Phase 2 time lines. We believe this will enable the company to achieve significantly higher economics in line with our long-term thesis and strategy.

Turning to Slide 10. Moving on to Sharon, where we have 110 megawatts of power secured by an ESA with FirstEnergy and PJM under development. We are currently operating 30 megawatts of Bitcoin mining on site, but have started development on an additional 80-megawatt substation, bringing the total available for HPC and AI uses to 110 megawatts. We expect to have the full 110-megawatt substation online by year-end 2026.

We recently closed on the purchase of the land for the site, effectively ending our lease and enabling us to move forward with our planned development of HPC and AI infrastructure. Similarly to Panther Creek, we will be working to develop the campus for Vera Rubin GPUs, targeting site completion and revenue in the first half of 2027 for the full 110 megawatts of gross capacity.

Turning to Slide 11. In Quebec, we have 170 megawatts of low-cost hydropower currently operating across multiple Bitcoin mining sites, almost all of which are within a roughly 90-minute drive from Montreal. This is an incredibly attractive opportunity for hyperscalers who are following what's called a regional campus strategy. This is something that was pioneered by Amazon, where smaller sites can be directly connected with direct fiber infrastructure in order to reduce the latency between sites below 2 milliseconds, enabling many sites to be connected together to function as one larger site.

As I mentioned, it's almost impossible to grow organically in the province. And in October, we confirmed the ability to convert over our Bitcoin mining infrastructure to HPC and AI with regulators and utilities in the region. With that pathway clear, we are accelerating our plans in Quebec. We will focus our development efforts on the city of Sherbrooke, where we have 96 megawatts, robust fiber connectivity, a strong and developed local labor force and ample support from the local energy utility and municipality.

We will be applying some of the standardized engineering and design plans completed for our Washington site to Sherbrooke in order to convert these facilities from Bitcoin mining into next-generation HPC and AI infrastructure adapted for Vera Rubin GPUs.

Similar to Washington, Quebec has a cool climate and some of the lowest cost energy in North America for data centers. With strong unmet demand for GPU cloud in Montreal, Sherbrooke also represents a potential opportunity to scale up a cloud business in 2027 with VR200s, a strategy that we will evaluate as we work through the engineering and development plans for Sherbrooke. The remaining 74 megawatts of Bitcoin mining in the province are earmarked for potential expansion in 2028, and we look forward to providing more detailed plans for Quebec in 2026.

Turning to Slide 12. Last, but certainly not least, we have our Scrubgrass campus in Pennsylvania. This is about 30 minutes away from our Sharon, Pennsylvania campus on the western side of the state. With the exception of the new Panther Creek Phase 3 and Phase 4, which I spoke to a minute ago, this is the only power in our portfolio that is not 100% fully secured today. This is a very, very exciting development opportunity for Bitfarms. We believe this is the only campus outside of Texas for public miners converting to HPC and AI that has over 1 gigawatt of potential capacity.

And while we have made great progress on developing the power story for this giga campus, there are still quite a few steps to be taken in order to contractually secure the power, which falls into 2 buckets. First, we have completed 3 conceptual load studies with FirstEnergy, starting with 250 megawatts, 500 and then 750 megawatts, thus moving over to what's called a detailed load study with FirstEnergy, which would eventually be converted over to firm service in an ESA.

Second, we have made substantial progress on evaluating the potential to add additional generating capacity on site. This could be accomplished by building a 3- to 4-mile pipeline from our campus to the second largest natural gas pipeline in the U.S., the Tennessee Natural Gas Pipeline, which we have confirmed could supply up to 550 megawatts of natural gas, multiplying our generation capacity on site.

We're still in the early stages of evaluating how we would expand the generating capacity, and we'll provide more details as we progress. Combined, the 2 buckets could potentially provide 1.3 gigawatts of gross capacity. And additionally, there is very good fiber infrastructure in the area with our 8 fiber infrastructure networks nearby and is in close proximity to Pittsburgh and Cleveland as well as the other data centers, which are starting to pop up throughout the state. The earliest time that we anticipate we could have additional power at this kind of scale implemented at Scrubgrass is around 2028. Though this is a longer lead time campus for us, we believe that with the forecast on power and demand for HPC and AI infrastructure, the timing for our giga campus will play-in well with the cycle, our investment thesis and our other development plans.

Turning to Slide 13. To sum up, we believe that we are incredibly well positioned to execute against our investment thesis in 2026 and 2027 and maximize long-term shareholder value. One, we have a very unique portfolio of energy assets that we aim to fully convert to HPC and AI infrastructure. Two, we have announced our plans to convert our Washington site to HPC and AI workloads and lead the industry in the development of next-generation data centers for NVIDIA's Vera Rubin GPUs.

Three, we are actively evaluating a potential cloud monetization strategy for our Washington site, which we believe would be a meaningful driver of cash flows and could eclipse any Bitcoin mining cash flows we have ever generated. Four, we are well capitalized to make our currently planned investments with a financial flexibility that exceeds $1 billion across cash, Bitcoin and our Panther Creek project facility with Macquarie, all of which are going to fund CapEx.

As we continue to produce strong free cash flows from our Bitcoin mining operations that fund OpEx, G&A, debt service and contribute to CapEx with no further planned minor CapEx.

And lastly, we continue to execute on our U.S. pivot with the anticipated sale of our Paso Pe facility and our full LATAM exit. Our transition to U.S. GAAP for Q4, the establishment of our New York City office and working towards a U.S. redomicile in 2026. We believe this would give us significantly greater index inclusion and meaningfully improve the institutional composition of our cap table.

I now have the pleasure to hand the call over to our new CFO, Jonathan Mir. Turning to Slide 14. Jonathan, over to you.

Thank you, Ben, for the warm introduction. I'm excited to join Bitfarms at this pivotal moment in the company's transformation. My principal objectives as the new CFO are centered around capital allocation, capital sourcing and capital structure. I'm working hand-in-hand with the operations and development teams on the ground to ensure we implement financing plans that are appropriate for the company and its assets, efficient and support long-term shareholder value creation and that we are also allocating capital to its best possible risk-adjusted returns.

With an extensive background in energy infrastructure strategy and financing, I believe there's an extraordinary opportunity to use our strong balance sheet, unique assets and the talents of our people to create value in the high-growth HPC/AI space. I look forward to working closely with the team to deliver on our strategy and capture the exceptional long-term shareholder value that would accompany our successful execution.

Turning to Slide 15. Today, Bitfarms has the strongest balance sheet and most available capital in the company's history. In Q3, we were able to execute across several initiatives. First and foremost, we recently completed a very successful convertible note offering, where we were able to upsize the offering to $588 million while improving on pricing, preserving upside and minimizing potential equity dilution through a 125% capped call. Bitfarms chose to issue convertible notes because they allow us to access capital at a lower coupon than straight debt and with less dilution than straight equity.

The cash settled capped calls we purchased allow us to offset economic dilution up until $11.88 per share, representing a significant premium to the share price today. It is also important to highlight that investor commitment to Bitfarms is strong. 100% of institutional investors that management met with during the marketing process participated in the transaction and invested their capital in Bitfarms. We're thrilled with the outcome of this raise, and it will allow us to advance our pipeline in tangible ways.

Second, we converted our previously announced $300 million debt facility with Macquarie to a project-specific financing facility dedicated to the development of our Panther Creek data center. Moving the debt facility from a corporate level to the asset level materially enhances financial flexibility for the entire company. In October, we drew an additional $50 million from the facility in order to accelerate development of the site for a total of $100 million drawn to date.

Finally, we maintained steady and efficient mining operations throughout the quarter, achieving approximately $8 million in monthly free cash flow after G&A. We expect to use this cash flow to support our HPC/AI development projects.

Looking ahead, we anticipate continuing to use a mix of both corporate level and project level debt and equity financing as we advance our project milestones. On an ongoing basis, we will evaluate a wide range of opportunities and choose those that we believe support both a strong, stable balance sheet and realize the full potential shareholder value creation that would accompany the successful execution of our plans and fund milestone objectives.

Turning to Slide 16. Let's focus now on our third quarter financial performance. In Q3, we achieved a total revenue of $84 million from continuing and discontinued operations. With the intention to sell the Paso Pe site in order to complete our Latin American exit, all revenue from that asset is classified as discontinuing operations.

From continuing operations, we earned 520 Bitcoin and achieved revenue of $69 million, representing a year-over-year increase of 156% in revenue. For our continuing operations, our gross mining profit was $21 million, representing a gross mining margin of 35% and an average direct cost of $48,200 per Bitcoin mined.

During the third quarter, we introduced a new program for digital asset management, Bitcoin 2.1, which is designed to offset Bitcoin production costs and achieve higher value per Bitcoin sold as a low-cost and low-risk funding mechanism for the energy infrastructure investments that define Bitfarms going forward. It is important to highlight that we are not a Bitcoin treasury company. The goal of this program is not to accumulate Bitcoin, but rather to offset the production cost of Bitcoin and by doing so, contribute to cost effectively funding our HPC/AI initiatives. This is a multi-strategy program that primarily sells both short and long-dated out-of-the-money covered calls on the Bitcoin and treasury as well as for Bitcoin production.

During Q3, we incurred an all-in cost per Bitcoin of $82,400 from continuing operations. When considering our net gain of $13.3 million from derivatives against our all-in production costs, it would bring the effective all-in cost down to $55,200.

Cash G&A for Q3 was $14 million compared to $20 million in Q3 2024. The improvement was largely driven by lower professional services costs. Operating loss from continuing operations was $29 million for the quarter, including impairment charge of $9 million of nonfinancial assets. As a result, net loss from continuing operations for Q3 was $46 million or $0.08 per share.

For the third quarter, our adjusted EBITDA from continuing operations was $20 million or 28% of revenue, up from $2 million or 8% of revenue year-over-year in Q3 2024 and up from $9 million or 15% of revenue in Q2 2025.

Turning to Slide 17. Before we begin Q&A, I'd like to reiterate our strong financial position and review our expected capital investment plans for the next 12 months. We are extremely well capitalized to fund our HPC/AI growth initiatives. We have a war chest of over $1 billion, comprised of roughly $820 million in cash and Bitcoin and the remaining $200 million available to draw from our Macquarie facility. With these funds, we expect to be able to fully finance the build-out of our Washington site and the initial phases of construction at our Sharon, Sherbrooke and Panther Creek sites. As we advance our development, the actual investment in our projects will be dependent on a number of factors.

We are currently focused on executing on the initial phases of our projects, beginning construction and securing long lead time items to ensure our project time lines. We will continuously evaluate a wide range of financing alternatives at both the corporate and project level, maximizing shareholder value with accretive financing will determine our choices as well as the need for a healthy balance sheet.

In closing, I'll underscore that Bitfarms is in the strongest financial position in the company's history, and we have a clear vision of how we are going to best utilize this capital to advance our HPC/AI build-outs in North America. The entire Bitfarms team is incredibly enthusiastic and engaged about the opportunities ahead.

With that, I'll now turn the call over to the operator for Q&A.

[Operator Instructions] Our first question comes from the line of Mike Colonnese of H.C. Wainwright.

Appreciate all the color on the HPC strategy this morning. First for me, Ben, you mentioned that infrastructure for the Vera Rubin GPU should command a premium to the Blackwell infrastructure. Can you share more on how you guys are thinking about economics there and the CapEx differences?

Thanks, Mike. Yes, happy to speak to that a little bit. There's kind of 2 driving forces there with our expectations on Vera Rubin economics. The first is that as the dynamic continues to play out where the infrastructure is going to be an increasingly greater and greater shortage, there's going to be a driver there that will drive the economics. And the second part of this is that the economics around supply and demand imbalance are really specific to GPU models. So if you look at H100s, H200s, the GBs, the 200s and 300s and then what's going to be the next series, the VR, there's a lot more infrastructure available to support those older GPUs, which have less specific requirements.

And when you look at what's going to happen with the VR series, the energy density is going up from 190 kilowatts per rack with the GB300s to upwards of 370 kilowatts per rack with the VR200s. And so a lot of the infrastructure that's being built right now is not going to be compatible with the next generation. And as companies allocate all this money into those Vera Rubin GPUs, they're going to be very economically incentivized to deploy them.

And what I spoke to with regards to our investment thesis earlier today, is that as this dynamic continues to play out, would you rather sit on your GPUs and not deploy them? Or would you rather pay a higher infrastructure expense in order to deploy them and start monetizing the asset. And really, the margins are so high on these GPUs, especially when the GPU is the newest, most cutting-edge state-of-the-art GPUs as the Vera Rubins will be in 2027, that the economic incentive to deploy those faster with very few options available should drive higher economics. We don't have a firm price point of exactly where that's going to lie, but we think the trend is abundantly clear that the economics next year and in 2027, they're just going to continue to get better and better, especially as the shortfall continues to get exacerbated.

Really helpful color there, Ben. And how should we think about the wind down of your mining operations in the coming years, specifically as it relates to the pace and timing of hash rate coming offline as you start to convert and make further progress in converting your data centers over to HPC/AI?

Yes, happy to speak to that. I mean the first area is the LATAM export that we've been working on. We obviously shut down our Argentina facility earlier this year. And I think one of the big areas here is the Paso Pe facility, which is an asset that's being held for sale. That represents around a little bit under 20% of our hash rate. And so that will impact the hash rate for the company rolling forward. But when we look at transactions like this, just like how we looked at the economics around shutting down the Argentina facility, we expect to pull forward a significant amount of expected free cash flow from those operations today so that we can reinvest them more immediately in the U.S., in North American HPC and AI infrastructure to greater effect.

So while it should have an impact on the free cash flow from operations, really the impact is very mitigated by the fact that we're taking 1 to 2 years' worth of free cash flow from operations and bringing it forward for reinvestment now. And then we also have the derisking factor with regards to having less and less Bitcoin exposure or Bitcoin mining exposure, I should say.

So as we move forward through 2026, the next sites that would be coming offline, would be coming offline as we develop the HPC and AI infrastructure and they would get replaced. Washington would probably happen sometime in the -- probably middle of the year, and that would be about 1 exahash and everything else will kind of come off slowly as we convert over the facilities to HPC and AI. So it would be a bit of an orderly transformation, and we'll continue to update the market as we announce those plans.

Our next question comes from the line of Brett Knoblauch of Cantor Fitzgerald.

Thanks for a lot of the color on the different sites throughout the call. I guess when it comes to maybe your PA sites and getting additional power, I feel like that's kind of like the biggest catalyst maybe over the near term. I believe Stronghold was kind of in queue before you guys went out and acquired it, which was probably, I don't know, over a year ago now. Do you have any idea on an update of when you expect to maybe expand the power capacity at both Panther Creek and Scrubgrass. Is that a couple of months thing? Within 6 months thing? How should we think about the timing there?

Thanks, Brett. Yes, it's a pretty exciting development there at Panther Creek because just over the last couple of weeks, we've received positive indications on the conversion of the ISA to an ESA as well as the expansion with an additional load study. It's a little too early to say exactly when that would come on to site. What we're planning here is an additional Phase 3 and Phase 4, which would come likely after Phase 2. But it's possible that the conversion of the ISA to an ESA could happen very quickly because all of the infrastructure is in place.

There is no investments that need to be made. It's really just subject to the regulatory approval and signings and paperwork for all of that to be converted over. So I would think within the Phase 3, it's not really clear exactly when that's going to take place, but it could happen quickly. It could take several months. When it comes to a Phase 4, that's likely going to be a 2028 deal.

Awesome. And then on the GPU cloud as a service, the CapEx figure that you've noted on, I guess, maybe converting that Bitcoin mining to host GPUs, that was not including the GPUs, correct?

Correct. That's not including GPUs and some of the construction costs associated with converting over the facility. So there will be additional expenses at the Washington site. We've had several conversations now with some of the leading GPU manufacturers, and we think that there's very attractive financing options on the GPUs as well that would really keep the CapEx requirement down to basically the infrastructure expense, and we'd be able to fund potentially up to 100% of the compute through these GPU manufacturers, which could be done on what we believe to be really attractive terms. And we also think that it would provide a significantly greater return profile on doing GPU as a service or cloud.

And from a capital allocation, I guess, standpoint, what is your guys' preference? Obviously, the PA sites appear to be leaning more towards colocation, Washington site cloud. Do you guys expect to kind of grow both businesses at the same time? Is there a preference for one to kind of get online sooner than the other?

The expectation is that the Washington site will be the first site that's fully online. The Sharon site will probably be the second site that's fully online because Scrubgrass -- sorry, Panther Creek is split out into those 2 phases in 2027 with additional Phases 3 and Phase 4, which still needing to be confirmed. Our priority is managing the critical path and all the project management time lines that we have across our various facilities.

But when we're looking at capital and how we'd allocate it across, it's managing the critical path, and it's also making sure that when it comes to looking at the opportunities around cloud, we're doing so in a way that makes sense and is affordable. And one of the benefits of doing it at Washington is a relatively smaller scale does make it very cost effective to do it. It's something that we could consider fully funded today. It's something that we could get financing for it at scale, whereas when you're looking at the really large campuses that we have in Pennsylvania, a colocation strategy is going to be a lot easier to finance.

Our next question comes from the line of Stephen Glagola of JonesTrading.

On the $128 million critical IT supply agreement for Washington, can you clarify the counterparty to that agreement? Is that T5? Or is that another firm? And then additionally, just a follow-up to the last one on the GPU cloud model potentially at Washington and Sherbrooke. Can you maybe elaborate on what factors make GPU as a service compelling relative to standard colocation in these markets? And sort of how are you evaluating both potential GPU risk and your, let's say, return on invested capital IRR hurdle for the cloud opportunity?

Yes. Thanks, Stephen. When it comes to the supply agreement that we have for the Washington site, it's not with T5., it is with a large publicly traded American national company who serves and supplies data center equipment and data center services. The facility is really an attractive facility for both colocation and both cloud. But when you look at the opportunities that we have here to go fully up the stack and what that might mean for the company, both in terms of a free cash flow perspective as well as our ability to really demonstrate ourselves not only as a developer, but as an operator, I think there's a lot of tangible benefits there that will pay dividends in the long run.

The conversion of the site according to our modeling and similar transactions that have happened in the market over the last couple of months, indicate that this one site could be worth significantly more than the entire Bitcoin mining business that the company has been operating for multiple years. And so that would provide us with a really strong free cash flow foundation as the Bitcoin mining business winds down.

It will also enable us to better understand and better learn these facilities as we're looking to provide service and work with hyperscale and enterprise customers and neocloud customers on really large campuses. And so the benefit of doing it at the smaller facility is that we should be able to extract a lot of knowledge and value that we can apply to a lot of our other facilities as well.

Our next question comes from the line of Mike Grondahl of Northland.

Ben, just curious, what would you describe as the 2 biggest challenges to maybe meeting your time lines for Washington, Sharon and Panther Creek? Like what's going to be the potential bottlenecks and how are you dealing with them?

Mike, I mean the potential bottlenecks in construction are a little hard to forecast. I mean construction is something that is changing every single day on the ground. I think that the key way that you mitigate potential risk in construction is having great partners with your owners rep, your general contractors, having a great team of project managers internally who are making sure they're on track of everything, every step of the way, and they're trying to think forward on all the potential problems in managing that -- those critical paths.

It's not possible, I think, to identify what would be the key bottleneck or the key risk. But I think with the team that we have in place, the strategic partners that we have in place and the kind of groups that we're working with on the contracting side or on the owner's rep side, we're in a really strong position to execute.

Great. And then any rough guidelines or framework you can give us for sort of like 2026 CapEx?

So when we're looking at 2026 CapEx, we've outlined some of the numbers for Washington. We're still working on clear path forward as we're revising for Vera Rubin. The real challenge with providing full CapEx figures for 2026 is that the Vera Rubin infrastructure is so new that even NVIDIA hasn't completed their validated reference designs to support that equipment and that infrastructure. So that's something that's adjusting in real time and still moving forward. We should expect to have a better indication of what CapEx looks like in 2026 in Q1.

From our conversations that we're having with the various different engineering firms and suppliers and partners of NVIDIA, NVIDIA is going to be producing the first Vera Rubin GPUs and taking them for their own purposes in probably Q2 of next year. And so sometime in Q1, the reference design should be relatively final, and we should be clear in terms of what the CapEx implications are for 2027 and 2026.

Our next question comes from the line of Nick Giles of B.Riley.

Appreciate all the detail here. Ben, you mentioned the higher rack density of the Vera Rubin gen and that it could make the rack density suited for Blackwells obsolete. And it wasn't that long ago that 100 kilowatts per rack was the high end of the rack density. So how are you thinking about future proofing as this trend continues? And are there any contract structures that could protect you from the need to upgrade later down the road?

Thanks, Nick. It's a great question. The evolution of hardware is happening at a rapid pace, right? The GB200s were 150, the GB300s were 190 kilowatts per rack. And now the Vera Rubins are going to be over 370. And what that means is that your cooling needs to provide a lot more capacity in a very small footprint. It also means that your electrical distribution is very different. Most of the networking is more or less the same. But on the cooling and the electrical, it's a really big challenge.

And one of the things that NVIDIA is looking at doing is increasing the voltage and even going to direct DC systems for the Vera Rubin technology. So they're looking at switching over to 800-volt DC. That doesn't mean that you necessarily have to go upwards of 800 volts or switch over to DC, but it does mean that as the increasing energy density continues to accelerate, you need to be rethinking your energy infrastructure and how you're actually building out these facilities.

I think one of the ways that you try and do this is you try and build for the hardware at the time and then you try and lock that in with multiyear agreements, which help you to recover your investment and capitalize those investments over a long period of time. When you're signing an agreement for 5, 10, 15 years, most of the time, those agreements don't anticipate material upgrades to the infrastructure or any upgrades to the infrastructure.

And so you're locking yourself in, the customer is locking themselves in with the infrastructure that they have in hand. And so I think the best way to mitigate those risks is to spread out your facilities, make sure you have a pipeline that exists over multiple years and make sure that you're building to the technology that's coming, not to the technology that already exists today because if you're building for today's technology by the time the facility is done, it's obsolete.

I really appreciate that perspective. That takes me to my next question. You mentioned the pipeline. Obviously, you have a lot of growth in front of you, but how much time are you spending on M&A opportunities? And where does that ultimately rank in terms of capital allocation?

Virtually none, Nick. Our focus as a management team is execution, execution, execution. We don't believe that there is a tremendous value that comes for our shareholders for looking at opportunities that are 2029, 2030 and these kind of long lead time items. We believe the value comes from executing against our existing portfolio. And we continue to get inbounds in terms of new opportunities and growth opportunities, but none of them seem to compare at all with what we already have in hand. And so I think the best opportunity for us is to continue to execute against our existing pipeline. There will be a time in the future where we're going to want to continue to expand that pipeline. But that's probably an easy year or 1.5 years out from today.

Got it. That's good to hear. Maybe one more, if I could, just for Jonathan. Sorry if I missed any commentary around this earlier, but how are you ultimately thinking about the Bitcoin treasury? Would you look to liquidate these holdings around the time that mining operations wind down? Or would those be separate time lines?

So to be -- first, it's nice to meet you. So we are definitely not operating as a Bitcoin treasury company, and we don't want to be one. What we're doing right now through programs like Bitcoin 2.1 is offset Bitcoin production costs and achieve higher value per Bitcoin sold in a low-risk, low-cost funding mechanism for the energy infrastructure investments that define Bitcoin going forward. The program primarily sells short and long-dated out-of-the-money calls on the Bitcoin and the treasury as well as for Bitcoin production. So our efforts are focused around maximizing yield and minimizing costs. And we expect the Bitcoin treasury to wind down into strength as we allocate it to CapEx.

Our next question comes from the line of Martin Toner of ATB Capital Markets.

Congrats on all this progress, guys. My question is around the GPUs. What's your confidence in being able to acquire them on a timely basis? And would you go through a distributor that comes with the financing or who might finance them?

Thanks, Martin. Yes, happy to speak to that. We've had quite a few conversations with leading GPU manufacturers. As you probably know, NVIDIA produces GPUs themselves, but they also sell chips to a lot of OEM manufacturers. When you speak with those manufacturers, they often have finance programs in place, and those finance programs are -- can be pretty attractive, especially if you have the right infrastructure to ensure the quality and the lifespan of those GPUs. So going with an OEM manufacturer has a lot of benefits.

They'll provide a full turnkey solution with regards to the servers themselves, and they can often come with financing. With our time line for end of next year on Washington, we're highly confident in sourcing our GPUs, and we believe that there's a lot of financing options out there that we are evaluating and could really juice up those return profiles.

That's great. Is there a good exahash number to use for Q4?

Our exahash should stay relatively consistent in Q4 when you're looking at our continuing operations. It's not possible right now to really forecast the impact or when the impact from the Paso Pe sale is going to happen. But the site continues to run today. It continues to hash. It continues to generate free cash flow. It's just not classified there under normal revenue according to IFRS standards, we have to hold that under discontinuing operations. But I think if you just look at the hash rate associated with our -- the rest of our portfolio, that will stay relatively constant -- it will stay constant throughout Q4, and then we'll make adjustments to it throughout 2026 as we execute on the HPC and AI development.

Fantastic. Can you give us a sense for initial conversations with customers of the GPU as a service product, reaction and confidence in being able to like contract them on a timely basis?

So conversations on the GPU front are really new for us because we've only started evaluating this in the last month or 2 as we've seen the market dynamic really take hold. I think the inbound demands that we've had across Washington and specifically Panther Creek is a lot. And when we're looking at what's the best way to service those customers, what's the best way to lock in long-term value under those agreements, there's a variety of different customers who are coming to us, and some of them want the GPUs included in there, and there's an associated premium that could be potentially extracted from that.

So it's a little too early to indicate exactly what we would expect with economics, but we do believe the economics from our conversations and from the internal modeling that we've done and from the transactions that a lot of the companies in the space have announced in the last couple of months is very compelling, especially when we can execute it at a smaller site like Washington, which we can consider fully funded today.

Our next question comes from the line of Brian Dobson of Clear Street.

I guess more broadly speaking about Bitcoin mining, as more and more miners transition megawatts to HPC? How do you see the global hash rate evolving over the next few years?

No, interesting question, Brian. Personally, I think the hash rate is going to continue to evolve at the same rate that it has been evolving. But if Bitcoin price is not moving up meaningfully, that would be a major headwind to further growth. I think what you'll see more likely is that Bitcoin miners will continue to rotate out to lower and lower cost jurisdictions. And I think one of the big dynamics that is taking place is that the public miners represented almost 1/3 of the entire network, and they all seem very keen on moving over to the higher economics associated with HPC and AI. So that removes a lot of the available and current existing infrastructure for Bitcoin mining.

So there could be some potential headwinds in exahash growth for the network. But I think what you'll see is it's just going to rotate off to different jurisdictions. We've seen huge growth in the Middle East, in Africa. I think Russia is a very large booming market for Bitcoin mining right now. And I think the best opportunity for most miners in the United States really is this transition to HPC and AI. And the economics are really going to drive that forward because the U.S. is the best market to invest in for HPC and AI, whereas Bitcoin mining is largely location agnostic. And it's happy to go to cheaper locations, higher-risk locations, more remote locations than HPC and AI is.

Yes, excellent. And then just a quick follow-up. So as you're reviewing your portfolio, do you see an opportunity to engage in this type of megawatt redeployment in a broader sense?

When we're looking at whether or not we could redeploy our Bitcoin mining assets somewhere else, I think the opportunities are really few. And really, I don't think that's a great use of management's resources or time. I think the best opportunity is to basically bring forward what should be estimated free cash flow for mining operations today into cash and reinvest those into HPC and AI.

Our next question comes from the line of Michael Donovan of Compass Point.

Ben, you mentioned dollar per kilowatt trends. Can you quantify a premium on dollar per kilowatt that you're seeing for power secured in Pennsylvania or Washington versus Texas?

Yes, it's a good question. There's a few variables that go into dollar per kilowatt on these leases. One is obviously time line, one is location. Another one is risk factors that go into the development time line. And so it's not really possible to pinpoint an exact price per location because there's multiple factors which come into play when you're looking at what the total lease rates can accumulate to.

I think if you look around at the transactions that are here and you look around at kind of what Bitfarms could secure today at Pennsylvania before it's even really broken ground at our Panther Creek site, which we plan to do next month, we could probably lock in $140 to $150 per kilowatt per month. But I think when you look at that rate, that rate takes into consideration the location. It also takes into consideration the shovel has not been put in the ground yet.

And what we don't want to do is we don't want to lock in a lot of discounts that would be associated with the build time line and the uncertainties around the build time line into a 10-, 15-year agreement. What we'd rather do is we'd rather execute against our construction milestones utilizing the substantial war chest that we have today. And the closer we can bring that window down from signing a lease to actually generating revenue from a customer, the more that we should expect to get. It's hard to put an exact price, but I would think that if that window was shorter, we could probably get upwards of $180 per kilowatt per month if we didn't have the risk and uncertainty priced into the time line that would bring it down to $140 to $150 per kilowatt today. That's internal estimates and modeling. So there's a lot of factors that go into that.

And we also think that as you execute against 2026 and as the gap between data center supply and data center demand continues to exacerbate, those numbers could get even better. And when we look at how does the margins work out for these contracts, you're largely looking at pretty fixed OpEx. And so the difference for the company between getting $140 per kilowatt hour, $140 per kilowatt per month versus $150 or $180 is not only a huge increase in terms of the top line revenue, but it's an even larger increase in terms of the profit margin, in terms of what your adjusted EBITDA is going to be.

And then not that all translates out into that multiple expansion that we're targeting with this transformation, right? So if you're getting a significantly higher free cash flow out of that operation, that's what the multiple expansion is going to be based on. So we really want to make sure that -- we're not pricing in those discounts. We're trying to maximize the dollar per kilowatt per month in the lease, and that's going to be the way that we achieve the highest multiple expansion for shareholders in the long term.

That's helpful, Ben. And you talked about connecting data centers to be one campus, and I was hoping you can unpack this a bit more. How can we think about distance between hauls or pods versus theoretical loss and performance for compute?

Yes. There's a strategy that Amazon pioneered. It's called the regional campus strategy, and they've effectively determined that somewhere around 300 miles is the cost-effective range to build direct fiber infrastructure. But the real thing is the latency that you could get between your sites. Now obviously, when you're looking at these facilities, you're even concerned about the latency in rack and in between racks or inside the facility to go from one rack to another rack on the other side of the facility. So that latency is becoming an increasingly bigger bottleneck as you're looking at performance on the high, high end of GPUs.

But what we've seen is that most of our facilities in Montreal, where we'd be looking at this regional campus strategy, they're much closer than 300 miles. They're all within 90 minutes of Montreal. Many of them are 15-, 20-minute drive apart from each other. And so it would be possible to reduce the latency below 2 milliseconds with direct fiber. It would be pretty cost effective to do so. And you'd get a lot of benefits from doing that in terms of the scalability, given it's just so difficult to scale up new megawatts in the province.

I would now like to turn the conference back to Ben Gagnon for closing remarks. Sir?

Thank you very much. I would like to thank everyone for attending our earnings call this morning. The management team is very excited. Our long-term investment strategy, we believe, is fully aligned with long-term investors. And we are really, really excited about the future of this company and what we're building at Bitfarms, and we appreciate your continued support. Thank you.

This concludes today's conference call. Thank you for participating. You may now disconnect.