Keel Infrastructure Corp. (BITF) Earnings Call Transcript & Summary

Welcome to the Special Meeting of Shareholders of Bitfarms. Please note that this meeting is being recorded. [Operator Instructions] I would like to introduce Brian Howlett, Moderator and Chair of today's meeting. Mr. Howlett, please go ahead.

[Foreign Language] Good afternoon, ladies and gentlemen. I'm Brian Howlett, Chairman of the Board of Directors of Bitfarms Limited and I will act as a chair of the meeting. On behalf of the Board, I would like to welcome you to the special meeting of shareholders of Bitfarms. We have 4 items of business to conduct today. Number one, to consider and deemed advisable pass a special resolution to increase the number of directors of the corporation from 5 to 6 directors. Subject to the approval of the first resolution, to consider and if deemed advisable, pass an ordinary resolution to elect Andrew Chang to the Board of Directors of the corporation. Number three, to ratify and approve the corporation's shareholder rights plan amendment agreement entered into a TSX Trust Company as rights agent, dated July 24, 2024; and four, to transact any other business that may be properly brought before the meeting or any adjournment of the postponement thereof. Only registered shareholders and duly appointed proxy holders are permitted to vote at the meeting. TSX Trust will open the polling momentarily, which we will remain open for the meeting. We will go through the items of business one by one, but shareholders may vote on each of the items at any time prior to the polls being closed. Please follow the instructions on screen as provided by the operator. Comments and questions will generally only be addressed during the question-and-answer period at the end of the meeting, provided the comments or questions regarding procedural matters or directly related to the motions before the meeting and may be addressed during the meeting. Questions that are not relevant to the particular matters being considered may not be addressed. Depending on the number of questions received, we may not be able to address them all. Nonetheless, we'll always appreciate comments and feedback from our shareholders. I encourage you to reach out to our Investor Relations department with any questions that may not have been addressed today. The meeting will now come to order. Unless there's any objection, I will ask Patricia Osorio to act as Secretary and TSX Trust through its representative, Steven Nguyen to act as scrutineer. The notice calling this meeting, the accompanying management information circular dated October 17, 2024, and the form of proxy and/or voting instruction form have been mailed or sent to the shareholders of the corporation, securities regulators and stock exchanges and have been filed on the corporation's website, SEDAR+ profile and on the U.S. Securities and Exchange Commission's EDGAR website. TSX Trust and Broadridge Investor Communications Corporation have confirmed the new mailing of all documentation related to this meeting. Accordingly, unless there is objection, I will dispense with the reading of the notice of meeting. Based on the preliminary report on the attendance provided by the scrutineer, there are 231 shareholders represented by proxy holding 230,227,376 shares, representing 50.3% of the total issued and outstanding shares of the corporation. There is a quorum present and proof of notice calling this meeting have been given in accordance with the corporation's bylaw and the Ontario Business Corporations Act. I now declare that the meeting is regularly called and properly constituted for the transaction of business. I will direct that the scrutineer's complete report and attendance be annexed to the minutes of the meeting together with the affidavit of mailing. As indicated, all shareholders and duly appointed proxy holders who have logged into the meeting and are virtually present at the meeting will be able to vote using their control number by following the instructions included in the management information circular. I will now instruct TSX Trust to open the polls which shall remain open for the course of the meeting. Shareholders may vote on any of the items of business while the polls are open. The scrutineer shall close the polls and tally the votes towards the end of the meeting once we have put forward each of the items of business to be voted on. There are several matters that must be dealt with during the formal part of the meeting. In order to expedite these matters, I have requested that certain persons make and second formal motions, and I will call on those persons at the appropriate time. It is now in order to proceed with the special resolution approving an increase to the directors of the corporation from 5 to 6. The articles of the corporation provide that the Board shall consist of a minimum of 1 and a maximum of 10 directors. Currently, the Board is comprised of 5 directors. The corporation wishes to fix that number of directors of the Board at 6. Shareholders are asked to consider and vote to approve a special resolution to increase the number of directors of the corporation from 5 to 6, pursuant to subsection 125, paragraph 3 of the Business Corporations Act of Ontario. The Board recommends that the shareholders vote for the resolution fixing the number of directors at 6. Approval of the resolution requires the affirmative votes of at least 2/3 of the votes cast by shareholders present or represented by proxy at the meeting. Text of the resolution fixing the number of directors at 6 is as follows: Be it resolved, as a special resolution that the number of directors of the Corporation be increased from 5 to 6. Would someone please still move.

I so move.

May I have the motion seconded?

I second the motion.

Thank you. As previously indicated, online participants are able to vote on the resolution at any time prior to the polls being closed. The next item for business is to vote on the ordinary resolution approving the election of Andrew J. Chang to the Board, subject to the approval of the resolution fixing the number of directors at 6. Shareholders are requested to consider and vote upon an ordinary resolution to elect Andrew J. Chang to the Board. The nominee will serve as a director until the close of the next Annual Shareholder Meeting unless the nominee resigns or otherwise vacates the office in accordance with the bylaws and articles of the corporation. More information regarding the nominee may be found under Election of Directors of the Management Information Circular. The Board recommends that the shareholders vote for the resolution electing the nominee. The corporation has not received any advanced notice of other nominations in accordance with the corporation's advanced notice bylaws. Accordingly, I call the nominations closed. I would ask someone to move the following which resolution, which I will now read. We hereby resolve that Andrew J. Chang be elected as a Director of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until a successor is duly elected or appointed in accordance with the articles and bylaws of the corporation. Would someone so move?

I so move.

May I have the motion seconded?

I second the motion.

Thank you. As previously indicated, online participants are able to vote on the resolution at any time prior to the polls being closed. The next item of business to consider and vote upon is the resolution to ratify and approve the shareholder rights plan adopted by the Corporation on July 24, 2024. More information regarding the rights plan, including the summary of the material terms thereof may be found under the Section Shareholder Rights Plan of the Management Information Circular. Shareholders are now requested to consider and vote upon the resolution to ratify and approve the shareholder rights plan. The Board recommends that the shareholders vote for the resolution ratifying and approving the rights plan. I would now ask someone to move the following resolution, which I will now read. Be it hereby resolved that the rights plan adopted by the Corporation on July 24, 2024, be and is hereby ratified and approved. Would someone so move?

I so move.

May I have the motion seconded?

I second the motion.

Thank you. I would now call for a brief adjournment of the meeting in order to allow TSX Trust to tally the votes received online. Any shareholders who have not yet cast their votes are encouraged to do so now as the polls are closing momentarily. I now instruct TSX to close the polls. I will now call the meeting back to order. TSX has reported that the resolution fixing the number of directors at 6 has been carried by at least 2/3 of the votes cast by proxies deposited for the meeting. TSX has reported that the resolution in respect of the election of Andrew J. Chang has been carried by a majority of affirmative votes cast by the shareholders of more than 50% of the corporation's common shares represented at the meeting. TSX Trust has reported that the resolution ratifying and approving the corporation's rights plan adopted on July 24, 2024, has been carried by a majority of affirmative votes by shareholders of more than 50% of the Corporation shares represented at the meeting. If any shareholder is interested in the exact number of votes cast in favor or against the resolution, which have been voted on, particulars may be obtained on inquiry from the Corporation Secretary and will be published by the corporation following the meeting. Is there any other formal business that may be brought before the meeting? Unless there is further business to come before the meeting, I would entertain a motion to terminate this meeting.

I move that this meeting be terminated.

I second the motion.

I hereby declare the meeting terminated. Thank you all for attending this meeting and this meeting -- this concludes the formal business. We will now have a question-and-answer period. Registered shareholders and duly appointed proxy holders who would like to ask a question may do so by typing their questions in the comment box called Ask a Question on the left side of your screen. As a reminder, please limit your questions to topics relating to today's meeting matters. We will now give attendees a moment to type in their questions.

There are no questions, Brian.

Thank you, Tracy. At this time, on behalf of the Board of Directors and management team, I would like to express my sincere gratitude for your participation in the special meeting of shareholders. Your attendance and engagement demonstrates your commitment to our company's success and future growth. Thank you again for taking the time to attend. We look forward to your continued support and to updating you on our progress in the coming months.

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