Bitfarms (BITF) Wins ISS Backing for U.S. Redomiciliation Vote

Bitfarms has secured a crucial endorsement from Institutional Shareholder Services (ISS) for its planned U.S. redomiciliation, removing a significant hurdle ahead of the March 20 shareholder vote. BITF shares jumped 12.6% to $2.23 on the news, pushing market cap to $1.34 billion.

The proxy advisory giant cited "a strong economic rationale" for the corporate move, highlighting better access to U.S. capital markets, potential index inclusion, and reduced regulatory risk. ISS's blessing carries weight—institutional investors managing trillions in assets routinely follow its recommendations on contested corporate actions.

"ISS's report is an endorsement of the compelling strategic rationale for this transition," CEO Ben Gagnon said in the announcement. The company needs two-thirds of votes cast to approve the arrangement resolution.

The Bigger Picture

This vote represents the final piece of Bitfarms' transformation from a Canadian Bitcoin miner into what it's calling Keel Infrastructure—a U.S.-domiciled HPC and AI infrastructure company. The rebrand isn't just cosmetic. Management has systematically repositioned the business over the past year.

The company completed its exit from Latin America in recent months, selling its Paraguay operations for up to $30 million. That moved its 2.1 GW energy portfolio to 100% North American assets. Meanwhile, the Washington State facility is being converted to handle HPC/AI workloads with liquid cooling, targeting December 2026 completion.

Delaware incorporation—the destination for this redomiciliation—offers familiar corporate governance structures that U.S. institutional investors prefer. It also simplifies peer comparisons with other American infrastructure plays.

Timeline and Voting Details

Shareholders of record as of February 13 can vote at the virtual meeting on March 20 at 9:00 a.m. Eastern. The proxy deadline falls two days earlier on March 18. If approved, the new entity expects to trade under ticker KEEL on both Nasdaq and TSX by approximately April 1.

The company announced its redomiciliation plans on February 6, followed by materials filing on February 24. Board chair transitions announced in January signaled management's confidence the vote would proceed.

For traders watching the Bitcoin mining sector's pivot toward AI infrastructure, this vote marks a defining moment. Approval would create one of the first pure-play North American compute infrastructure companies born from crypto mining operations—a template others may follow as the industry searches for new revenue streams beyond block rewards.