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

Welcome to the Annual General and Special Meeting of Bitfarms Ltd. Please note that the meeting is being recorded. Please note that only shareholders can address the meeting by typing your questions or comments in the box called ask a question at the left side of your screen. I would like to introduce Brian Howlett, Chairman of the Board of Directors of Bitfarms Ltd., Mr. Howlett, please go ahead.

[Foreign Language] Good morning, ladies and gentlemen. I am Chairman of the Board of Directors of Bitfarms Limited. I will act as Chair of the meeting. I also apologize for the delays we had with technical difficulties. On behalf of the Board, I would like to welcome you to the 2025 Annual General and Special Meeting of the shareholders of Bitfarms. We have six items of business to conduct today. First, to receive the corporation's audited consolidated financial statements for the years ended December 2024 and 2023, together with the auditor's report thereon before the meeting. To elect the directors of the corporation for the ensuing year. To appoint PricewaterhouseCoopers LLP as the auditors of the corporation for the ensuing year and to authorize the directors to fix their remuneration. To consider, and if deemed advisable, pass an ordinary resolution approving the new Omnibus Incentive Plan of the corporation as more particularly described in the information circular. To consider, and if deemed advisable, pass a special resolution approving the future consolidation of the common shares on the basis of one post-consolidation share for up to 10 pre-consolidation common shares. And finally, to transact any other business that may properly brought before the meeting or adjournment or postponement thereof. At the meeting, registered shareholders and duly appointed proxy holders will have an opportunity to vote. TSX shall open the polling momentarily, which remain open for the duration of 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. Once the formal business of the meeting has been completed, there will be an opportunity to ask questions. General shareholder questions that are not relevant to the matters before the meeting may not be addressed. Depending on the number of questions received, we may not be able to address them all. Nonetheless, we always appreciate comments and feedback from our shareholders and 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 is an objection. I will ask Mario Rodriguez to act as Secretary and TSX Trust, who is representative, Julie Kim to act as scrutineer. The notice calling this meeting and accompanying management information ensuring that a form of proxy and the consolidated financial statements of the corporation together with the auditor's report thereon and the new Omnibus Incentive Plan of the corporation, have been made available to each of the shareholders of the corporation. The corporation has utilized notice and access process under National Instrument 54-101, Communication with Beneficial Owners of Securities of the Reporting Issuer, a National Instrument 51-102, Continuous Disclosure Operations for the Distribution of Meeting Materials. Additional copies of the meeting materials are available on the corporation's website on SEDAR+ and on EDGAR. If an affidavit of mailing of the documentation required to be mailed under the notice and access provisions has been provided by TSX Trust cast to the corporation, and I direct this affidavit to be effect annexed to the minutes of the meeting. Accordingly, unless there's an objection, I will dispense with the reading of the notice of meeting. Based on the preliminary report on attendance provided by the scrutineer, there are 551 shareholders represented in person or by proxy holding 244,085,154 shares representing approximately 43.9% of the total issued note standing. There is a quorum present and proof of notice calling this meeting has been given in accordance with the corporation's bylaws and the Ontario Business Corporations Act. I now declare the meeting is regularly called and properly constituted for the transaction of business. I direct that the scrutineer's complete report on attendance be annex at the minutes of the meeting, together with the declaration of mailing. As indicated, all shareholders and/or proxy nominees who have logged into the meeting and are virtually present at the meeting and have not previously submitted a proxy will be able to vote using their control number by following the instructions included in the information circular dated May 23, 2025. I now instruct TSX to open the polls, which will remain open over the course of the meeting. Shareholders may vote on any of the items for business while the polls are open. The scrutineers shall close the polls and tally the votes towards the end of the meeting once we have put forward each of the items for business to be voted on. There are several matters that must be dealt with during the formal part of the meeting. In order to expect these matters, I have requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. Shareholders may make comments specific to those motions prior to the vote but should hold any comments on general management to the question period following the termination of the meeting. I now present to the meeting the financial statements of the corporation for the years ended September 31, 2024, and 2023, together with the report of the auditors thereon. Copies of such documents have been mailed to all shareholders of the corporation and are also available on the corporation's profile on SEDAR+ and EDGAR. It is not proposed to ask the shareholders to approve the financial statements. However, after the formal part of the meeting, we will be pleased to answer any relevant questions concerning the financial statements. It is now in order to proceed with the election of directors for the ensuing year. The number of directors to be elected at the meeting is six. The management nominates the following persons specified by management information are delivered with the notice of meeting, namely Benjamin Gagnon; Brian Howlett; Edith Hoffmeister; Fanny Phillip; Amy Freedman; and Andrew J. Chang, to be elected to serve as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successes are duly elected by the appointed in accordance with the articles or bylaws of the corporation. The company has not received any advanced notice of any other nominations in accordance with the company's advanced notice bylaw. Accordingly, I declare the nominations closed. I have been advised by the scrutineer that proxies deposited for the meeting have been positively voted for the election of all six nominees. The exact voting results of each director shall be disclosed in a news release to be issued by the corporation later today. I would ask someone to move the following resolution, which I will now read. Be it hereby resolved that Benjamin Gagnon; Brian Howlett, Edith Hofmeister; Fanny Phillip; Amy Freedman; and Andrew J. Chang be elected as Directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their taxes are duly elected or appointed in accordance with the articles and bylaws of the corporation. Would someone please move?

I so move.

May I have the motion seconded?

I second the motion.

As previously indicated, online participants are able to vote on the resolution at any time prior to the poll being closed. The next item for business is appointing PricewaterhouseCoopers LLP as the auditors of the corporation for the ensuing year and authorizing the directors to fix their remuneration. Are there any questions from shareholders in regard to this resolution? I have been advised by the scrutineer that the proxies deposited for the meeting have been positively voted for the appointment of the auditor, and I would ask someone to move the following resolution, which I will now read. Be it hereby resolved that PricewaterhouseCoopers LLP be and they are hereby appointed as auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed a touch remuneration that may be fixed by the directors and the directors be and are hereby authorized to fix such remuneration. Would someone so move?

I so move.

Would someone please second? Jeffrey?

I second the motion.

Thank you. Online participants may vote on the motion at any time prior to the poll being closed. The next item for business is to consider and if deemed appropriate, to pass an ordinary resolution approving the new Omnibus Long-term Incentive Plan of the corporation and all unallocated entitlements thereunder. The new plan is commonly referred to as a rolling plan. pursuant to which stock options, restricted share units, deferred share units and preferred share units may be issued to eligible participants. Under the plan, a total of all security-based compensation awards may equal no more than 10% of the total number of common shares issued and outstanding at the time of any grant. A copy of this plan is attached as Schedule B to the information circular. A summary of the plan may be found in the circular under the heading Approval of the long-term equity incentive plan. If the new plan is approved and will replace the old long-term equity incentive plan of the corporation and all future grants or awards will be made pursuant to the new plan. The resolution requires the approval of not less than 50% of the votes cast by the holders of the common shares be represented in person or by proxy at the meeting. Are there any questions with respect to this resolution from shareholders? I have been advised by the scrutineer that the proxies deposited for the meeting have been voted on with the approval of the resolution. I would ask someone will move the following resolution, which I will now read. Be it hereby resolved as an ordinary resolution that the corporation's long-term incentive plan under which 10% of the outstanding common shares of the company may be awarded as share-based compensation to eligible persons in the form attached to Schedule B to the management information circular dated May 23, 2025, is hereby approved and confirmed the unallocated entitlements thereunder approved until June 30, 2028. And any one director or offer the corporation and the same is hereby authorized for on behalf of the corporation to execute or cause to be executed and to deliver or cause to be delivered all such documents and filings and to do so or cause to be done, all such accent things in the opinion of such director officer that may be necessary or desirable in order to carry out the terms of this resolution. Such determination to be conclusively evidenced by the execution and delivery of such documents or doing any such act or thing. Would someone so move?

I so move.

Someone, please second?

I second the motion.

Online participants may vote on the motion at any time until the polls are closed. The next item of business to consider and if deemed appropriate to pass a special resolution approving the future consolidation of the corporation's common shares on the basis of one post-consolidation compensation common share or up to 10 pre-consolidation common shares. At such time, as may be determined by the Board had a sold expression up to June 30, 2027, or as more particularly described in the circular. The Board believes that consolidation may be necessary in the future to maintain compliance with NASDAQ minimum bid requirements and to enhance the corporation to attack new investors. A full discussion regarding the rationale and impact of the consolidation may be found in the information circular under the heading Approval of Consolidation. If the resolution is approved, the Board shall not be obligated to proceed with such consolidation unless it determines to do so at its sole discretion. The resolution requires the approval of not less than 2/3 of the votes cast by holders of the common shares present in person or by proxy at the meeting. Are there any questions with regards to shareholders with respect to this resolution? I have been advised by the scrutineer that proxies deposited for the meeting have been voted for the approval of the resolution. I would ask that someone move the following resolution, which I know will read. Be it hereby resolved as a special resolution net. The articles of the corporation be amended to change a number of common shares issued and outstanding of the corporation by consolidating the issue and outstanding common shares on the basis of one post-consolidated common share for up to 10 pre-consolidated common shares of the corporation or for such lesser or a whole fractional number of existing common shares that the directors in their sole discretion determined to be appropriate. In the event of the consolidation the result of common shares holding a fraction of the common share, such holders shall not receive any whole new common share or any cash consolation for each fraction, such a minute to become effective at the date of the future determined by the Board of Directors of the corporation which dates shall not be later than June 30, 2027. Any director or officer of the corporation be and hereby authorized for and on behalf of the corporation to execute and deliver or cause to be delivered articles of amendment to the Director under the Business Corporation Act of Ontario at such time as the Board determines to implement the consolidation prior to the effect of time. Notwithstanding this special solution has been passed by the holders of the common shares. The directors of the corporation are hereby authorized at their sole discretion to revoke this special resolution in whole or in part at any time prior to being given effect without further notice to or approval of the shareholders of the common shares. Any one Director or Officer of the core vision and the same hereby authorized for and on behalf of the corporation to execute our cost to be executed and to deliver our cost to be delivered all such documents and filings to do what caused to be done all such actual things in the opinion of the director or officer may be necessary or desirable in order to carry out the term to this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or doing any act or such thing. Would someone please move?

I so move.

Seconded by?

I second the motion.

Thank you. I would now call for a brief adjournment of the meeting in order to allow the TSX to tally the votes received online. I can confirm that there were no votes received online, so I'd like to call the meeting back to order. TSX Trust has reported that the resolutions respecting the elections of Benjamin Gagnon; Brian Howlett; Edith Hofmeister; Fanny Philip; Amy Freedman; Brian Howlett; and Andrew J. Chang, and the appointment of auditors have been carried by a majority of votes cast at the meeting. The resolution with respect to the corporation's Omnibus Incentive Plan resolution have been carried by a firm of votes cast by holders of more than 50% of the common shares represented at the meeting. Additionally, resolution with respect to the common share consolidation resolution has been carried by affirmative votes cast by shareholders more than 2/3 of the common shares represented at the meeting. If any shareholder is interested in the exact number of votes cast in favor of our for or against our resolutions, which have been voted on, particularly may be obtained by inquiry from the Corporate Secretary and will be published by the corporation via news release following the meeting. Is there any other formal business that may be properly brought before the meeting? As there is no further business, I would entertain a motion to terminate the meeting.

I move that this meeting be terminated.

Seconded?

I second the motion.

I hereby declare the meeting terminated. We will now enter the question-and-answer portion of the meeting. If anyone has a question, please inform the moderator. There being no further questions, I would like to thank everyone again for participating, and this concludes our call.

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