Keel Infrastructure Corp. (KEEL) Q4 2025 Earnings Call Transcript

Good day, and welcome to the BitFarm's Fiscal 2025 Conference Call. At this time, all participants are in listening mode. After the speaker's presentation, there will be a question and answer session. Instructions will be given at that time. Please note this call is being recorded. I would like to turn the call over to Jennifer Drew-Bear from BitFarm's Investor Relations. Please go ahead.

Thank you, and welcome to BitFarm's Fiscal Year 2025 Conference Call. With me on the call today are Ben Gagnon, Chief Executive Officer and Director, and Jonathan Murr, 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 investor Turning to slide two, I 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 the statement. The forward-looking information is based on certain assumptions and is subject to risks and uncertainties, and I invite you to consult Bidfarm's 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 in 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 otherwise noted. And now, turning to slide three, 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, HBC and AI. It was a year of deliberate and consequential transformation with a clear mandate. Secure a 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 bid farms today, tomorrow marks our beginning as keel infrastructure. The name says it all. A keel is the bottom most structural component of a vessel. It's what keeps it stable and moving forward in the right direction regardless of the condition above the waterline. 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 neoclouts. We are here to enable them. Our focus is providing the critical and largely invisible foundation that will allow the world's most advanced aid platforms to deploy on time and scale without interruption. We expect to close the redomiciliation and finalize our rebranding efforts tomorrow, April 1st, and we'll begin trading under the ticker KEELE two 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 two gigawatts in our pipeline, Keele 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 believed 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 discipline action building cost-effective institutional grade infrastructure at the pace our customers require the same capabilities that builds our energy platform speed to market capital discipline operational rigor are precisely what hbc 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 I pivot, the U.S. redomicile and the rebrand, starting tomorrow, we are Keele's infrastructure. Turning to slide four. When we set on our pivot, we developed a three-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. gap 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 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 timelines 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 are 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 pre-construction activities like permitting, progress and 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 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 Keele 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 timelines 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. A robust, secure power for 26, 27, and with expansion of capacity in 2028 is highly coveted in an environment where energy capacity is hard to find and multi-year waitlists are We create value for tenants by enabling them to deploy years earlier by leasing from us rather than to invest in growing organically. in energy-efficient, cool climates. The lower the PUE, the more critical megawatts. Panther Creek is a great example of seeing the hyperscaler and neoclouds appetite at play. While there was 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 a 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 de-risk 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 six, 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, JP Morgans, Wells Fargo, Guggenheim, MOLIS, 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 five 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 to $2.1 million per 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 re-ratings. The first is obviously lease execution. Across our sector, companies that have signed leases trade at $4 to $6 million per 27 megawatts, a two to three times 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, de-risking 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. Two-thirds 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, but 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 delivery in 2027. Once facilities are de-risked through commissioning and begin generating revenue under long-term contracts, the development risk should drop dramatically and the operator evaluation numbers become transformational yet again. We are not taking a leap of faith on technology, our ability to see your power or market demand. The tech is here. The power is secured. The sites are advancing. The inbound demand is real. What What 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 it 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 key 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 and over 50 years of data center construction experience combined in just the past few months. People who have delivered at scale are the most demanding customers in the world. Jonathan Murr joined a 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 a 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, Corrigan, WWT, Vertiv. These firms have built data centers for the world's the 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 27th, 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's Sharon in 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 wait lists. No 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 who 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 Keele infrastructure is real. We now have the assets and the team is ready. I am 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 nine, I joined the team five months ago. My focus has been on sharpening our approach to capital allocation, strengthening our balance sheet and capital structure, and ensuring that 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 BIC bonds. 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 creative growth you'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 order as of q3 2025 the paso pay facility in paraguay has been classified as held for sale as a result all revenues operating costs and asset balances associated with paso pay 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 of 72% year-over-year. Operating loss for fiscal year 2025 was $150 million, including non-cash 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 non-cash 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 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. McQuarrie 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 non-core 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 debt 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 timelines. Stepping back, our roadmap 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 de-risking 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 of productivity capacity is no longer calories or joules, but tokens. This became strikingly clear two weeks ago at NVIDIA GTC, where I witnessed hundreds of companies applying AI to everything from straightforward tasks like cleaning and image generation to extraordinary complex applications, including protein folding, physics 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 Jevon's paradox unfold simultaneously across every industry, thanks to AI, where improved efficiency can paradoxically drive higher, not lower, demand. It has literally never cost less to transform an idea into an action, a product, an image, a refined concept, a service, or countless other outputs. The possibilities are truly limitless. And while no one can predict exactly how AI will reshape our future, one certainty remains. It will require enormous amounts of power. Our 2.2 gigawatts of capacity and strategically positioned 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, and we look forward to the opportunities ahead. With that, I would like to open the call to Q&A. Operator, please go ahead.

Thank you. If you would like to ask a question, please press star 11. If your question has been answered and you'd like to remove yourself from the queue, please press star one one again. One moment for our first question. And our first question comes from Mike Grondel with Northland. Your line is open.

Hey, thanks, guys. First question, Ben, you talked about your decision not to go the GPU rental route at Moses Creek and just the co-location route. Could you talk a little bit about what a couple of the major drivers were that got you to that decision?

Yeah, it's a great question, Mike. You know, when we first started talking about NQ3, we were always evaluating this alongside with co-location. And 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.

And then maybe secondly, you articulated I'll say a philosophy a quarter or two ago about waiting and waiting on signing a lease as terms were continuing to improve you know 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?

Yeah, you know, our strategy on lease execution has been consistent. It remains consistent today. You know, 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, you know, it's really important for us to take the, you know, 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, you know, multiple times over the last couple of months. And the, you know, biggest risk for most of these guys is all over and over again. It's possible to go out there and, you know, 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, you know, the long term value that we're creating for shareholders. So, you know, our strategy has been incredibly consistent. And the benefit for us is that, you know, 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.

Got it. Well, thanks. And hey, good luck in 26.

Thanks, Mike. Thank you. Our next question comes from Brett Noblock with Cantor Fitzgerald. Your line is open.

Hi, guys. Thanks for taking my questions. Maybe to start, could you maybe just go into detail on what permits at what sites you guys are waiting to receive?

So, you know, permits is a complicated process, and we're getting permits across multiple sites in multiple jurisdictions. So they all have different rules, different regulations, different timelines, different reviews different you know authorities so you know 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 kind of you know 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 you know in the coming months, sometime around the mid to late summertime, we should be achieving the full permitted status across at least one, if not all, of the sites.

Perfect. 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, you know, 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 set of list the power pipeline and roadmap. 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?

Yeah, sure. So to answer the second part of your question first, all the power that we're talking about developing for our HPC and IA 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 plants. 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, you know, a clear path forward on the engineering plans. But, you know, Scribgrass is our, more of our pipeline site. And so those, that power generation opportunity is more of a 2028 and 2029 timeline. 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?

Yeah, just on maybe the cadence of which sites are maybe quicker to go. Yeah.

Yeah, so really that's going to be driven by success on permitting timelines 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 MNDA. 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. Awesome. Really appreciate it. Thank you, guys.

Thanks, Brett.

Thank you. Our next question comes from Steven Glagola with KBW. Your line is open.

Hey, thanks for the question. 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, you know, continuing to have. 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, thank you. And then just one more, you know, how are you thinking about like Vera Rubin hardware availability in 26 and like early 27 and to what extent could that variability and supply influence the timing, you know, release discussions at your sites? Thank you, Ben.

Yes, it's a good question, Stephen. You know, we've been talking about Vera Rubin, I think, since Q3 call because all of our sites, you know, 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 bare rubens. 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's 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. Great. Thanks, Ben. Thanks, Brett. Or Steven.

Thank you. Our next question comes from Michael Donovan with Compass Point. Your line is open.

Hi, thanks for taking my question. 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. You know, 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 timeline as to when those stamps are going to be received but there's no you know 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 non-firm 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 timeline on it, given it's a regulatory matter.

Great. Appreciate that, Ben. Thanks, Mike.

Thank you. Our next question comes from Brian Kinslinger with AGP. Your line is open.

Great. Thanks. Last quarter, Ben, you communicated you expected the GPU as a service at Moses Lake site would be targeted for, I believe, the first quarter for GoLive. How does 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?

Yeah, 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 timelines. 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, you know, as a peer 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. Great. Thank you.

Thank you. Our next question comes from Martin Toner with ATB Core Capital Markets. Your line is open.

Good morning.

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 timelines 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 resolve 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 had the utility call us and ask us how much more power we could take on site. You know, 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 the service, our site at greater capacity. So this is probably going to be two to three years timeline 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 neoclouts are searching for.

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

So, you know, I can't get into a specific timeline, 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 cleared, that's basically the last thing standing between us and a signed agreement.

Got it. Great. Thanks. 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 US HPC infrastructure investments. So, you know, 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, you know, 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.

Thank you very much, Ben.

Thanks, Martin.

Thank you. Our next question comes from Mike Colonies with H.C. Wainwright & Company. Your line is open.

Hi. Good morning, Ben and team. Thank you for taking my question this morning. 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 timeline 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 here would be helpful.

Yeah, I mean, really, this is the year of execution, and 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 clearer visibility that we can provide to investors for each specific project and their specific timelines.

Got it. Thanks for that. 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 HPCI data centers online. I guess what's the best way to think about, you know, 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, you know, right now the Bitcoin mining remains profitable, but it's not, you know, 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 construction. We'll evaluate that as we will always do to maximize value for our shareholders. But really, we kind of see this as, you know, 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.

Very helpful. Thank you for taking my question. Thanks, Mike.

Thank you. Our next question comes from Nick Giles with B-Raleigh Securities.

Your line is open. hey good morning uh keel team um you know in the interim period where bitcoin mining operations are wound down um but kind of pre-revenue generation on the hpc side could the generating assets at panther creek and scrub grass 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 for quite some time um and so we do benefit from the capacity uh payments that we receive there got it okay and any uh order of magnitude of what what those could be kind of in the 2026 planning year so uh i mean really it's we've kind of maxed out on the capacity auction payments the they set a ceiling and that's where the capacity auction payments closed understood um maybe one for jonathan you know 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 and you know an initial debt package how you're seeing terms shift and kind of what tools you'll have at your disposal disposal during uh construction and kind of post energization good question thanks nick so 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 at what seemed like quite attractive levels for strong investment grade counterparts parties or credit wraps, and those converging towards the level seen in the bank-originated classic construction and project financing. So 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 for our shareholders in terms of how we decide to finance. But right now what I would say, I'm sorry, Nick, I was just going to say that the markets for our space and for infrastructure generally seem calm right now.

Thank you. Our next question comes from Brian Dobson with ClearStreet. Your line is open.

Hi, it's Greg Pendy in for Brian Dobson.

Just, I guess, one final one.

Just on the redomo following to the U.S., Are there any implications, costs, or structural implications in terms of ownership that we should be aware of as you add to this over the next couple of days?

Good morning, Brian. One of the benefits and reasons for the re-DOM is that we will now be eligible for inclusion in indices that require one 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 cost or flexibility implications in our end. We simply see this as a nice path forward with a lot of benefits for our shareholders. Very helpful. Thanks a lot.

Thank you. Thank you. Our next question comes from Bill Papanastasu with Chart and Capital Markets. Your line is open.

Yeah, good morning. Thanks for taking my questions, gentlemen. I just wanted to touch on the Washington site 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 the 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, Bill, it just helps to reduce the capex because we're no longer paying for the compute. Understood. Thanks.

And then how should we generally be thinking about maintenance capex on existing Bitcoin mining sites as you gradually shift over to AIHPC? 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.

Thank you, Bill.

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 Keele Infrastructure. Have a great day.

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