Greetings. Welcome to the Bitfarms Acquisition of Stronghold Digital Mining Conference Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this call is being recorded. I will now turn the conference over to your host, Tracy Krumme, Senior Vice President, Head of IR and Corporate Communications. You may begin. Thank you, and good morning, everyone. We appreciate you joining us on short notice to review today's announcement that Bitfarms has entered into a definitive agreement to acquire Stronghold Digital Mining. Before we begin, please note that this call is being webcast with an accompanying presentation. Today's press release and our presentation can be accessed at our website, bitfarms.com, under the investor section. Turning to Slide 2. During the call, we may make forward-looking statements about expected future results. This forward-looking information is based on certain assumptions and is subject to risks and uncertainties, and as such, could differ from actual results. I invite you to refer to today's press release commentary on forward-looking statements or to consult Bitfarms' regulatory filings for a complete list of risks and uncertainties. Please note that all financial references are denominated in U.S. dollars, unless otherwise noted. Moving to Slide 3. On the call today, we have Bitfarms' CEO, Ben Gagnon, CFO, Jeff Lucas, and Stronghold's Chairman and CEO, Greg Beard. Ben and Greg will start by providing a high-level overview of the strategic rationale, describing how the addition of Stronghold positions Bitfarms for sustainable growth while delivering significant environmentally beneficial carbon capture potential. Then, Jeff will cover the transaction details. After concluding remarks from Ben, we will then open the call to questions. Turning to Slide 4, it is now my pleasure to turn the call over to Ben. Ben, please go ahead. Thank you, Tracy, and good morning, everyone. I'm very pleased to be here today discussing this transformative combination with Stronghold. We've known Greg and his team since 2021, and today's announcement is the culmination of three years of ongoing discussions. I'm incredibly proud to announce this acquisition, which builds upon the successful momentum of our transformative fleet upgrade and ensures a multi-year strategic growth path for the company that both companies are incredibly excited about. Turning to Slide 5. As I've said since my appointment as CEO, I'm committed to diversifying the company beyond Bitcoin mining in order to make us better Bitcoin miners and create long-term value for shareholders. I would like to start this call with a summary of how we are executing on that strategy with this transaction. First, we are vertically integrating into energy generation with the acquisition of two strategically located U.S. power plants. Second, we are dramatically expanding and rebalancing our energy portfolio towards the U.S., with potentially over 300 MW of cost-effective power capacity. This could increase our energy portfolio to 950 MW by year-end 2025, with significant expansion potential in 2026 and beyond. Third, the two sites boast significant energy trading, demand response, and other opportunities to give us significantly greater control over our most important cost variable, our price of energy. Fourth, the sites have tremendous flexibility and a unique potential to scale our Bitcoin mining operations and cost-effectively integrate HPC and AI into our portfolio. Fifth, we are extending our long-standing environmental leadership with the acquisition and integration of equipment and processes that go beyond just using sustainable energy and proactively detoxify and clean up centuries-old pollution, cleaning the earth, the water, and the air. Six, this all-stock transaction is highly accretive and preserves our balance sheet for future growth. Turning to Slide 6, I would like to turn the call over to Greg Beard to give a quick overview of the Stronghold assets and their potential. Greg, the call is yours. Thanks, Ben. I'm grateful to be here alongside the Bitfarms team, whom we have gotten to know very well. After three years of merger discussions, it was about time we found a way to make it work, and we're very excited to be joining forces. Scale and balance sheet strengths are critical differentiators in most industries, including our own. When these characteristics are combined with low cost of power and a culture built on technological and operational expertise, we believe it is a winning recipe, and this represents what Bitfarms offers. There is not a stock I would rather take. I believe that Stronghold is getting good, fair value for our assets, and I'm highly confident that with Bitfarms' financial fortitude, demonstrated ability to execute, and vision, they will be able to expand Stronghold sites-... and unlock their value in a way that we would not have been able to do in the near term as a standalone company. For me personally, as a Stronghold shareholder, the accretion, growth profile, and balance sheet of the combined company are highly compelling and differentiated from industry peers. Turning to Slide 7. I want to provide a quick overview of the Stronghold assets and their potential. Our complementary, vertically integrated operations include Bitcoin mining, power generation, and environmental reclamation across two sites in Pennsylvania. Stronghold owns two merchant power generation and reclamation facilities, Scrubgrass and Panther Creek, which are pictured on the slide, and over 750 acres of land, with another 1,100 acres under option. Scrubgrass and Panther Creek are waste-to-energy facilities that boast nameplate net power output capacities of 85 and 80 MW, respectively. They were among about a dozen reclamation facilities purpose-built in Pennsylvania to deal with mining waste that dates as far back as the 1800s. For over 200 years, this toxic waste has been damaging the earth, poisoning the water supply, and often spontaneously combusting and burning uncontrolled. The waste emits CO2, NOx, SOx, and other harmful toxins, and our plants process the waste in a controlled manner, significantly reducing emissions, cleaning the land, and mitigating acid mine drainage while producing both cost-effective electricity and beneficial use ash, which can be used in environmental remediation, as agriculture fertilizer, and to capture CO2. In addition to producing electricity, our sites have the ability to draw power from the grid at attractive prices. This is expected to effectively double the potential electricity available at these locations to over 300 MW in the short term. Furthermore, Stronghold has numerous studies in process at different stages with local utilities to potentially nearly triple the total capacity available at the two sites to over 950 MW over the next few years. This expands Bitfarms' robust portfolio of power assets with strategic access to existing power and provides significant potential for further expansion and development. Turning to Slide 8, I will return the call to Ben. Thanks, Greg, for your great overview of the strength and potential of the Stronghold assets. Turning to Slide 9, I would like to discuss how this expands and rebalances our portfolio of energy assets. Upon closing, the expected 307 MW available at these two locations will drive a 47% increase in our 2025 year-end megawatts from 648 MW - 955 MW. Building off the success of our recently announced Sharon, Pennsylvania, announcement, the combination of these three sites creates a PJM portfolio of approximately 427 MW in 2025, which is nearly the same size as our energy portfolio at the end of 2024. Importantly, these sites rebalance our portfolio back to the U.S. and North America, representing 47% and 65% of our 2025 year-end portfolio, respectively, while our LATAM exposure will scale down to just 35%, significantly improving the size, quality, and distribution of our energy portfolio. Turning to Slide 10. We can see here how our energy portfolio can grow over the next few years. With the additional potential expansion capacity of the Stronghold assets beyond 307 MW, we now expect to expand beyond 950 MW to up to 1.6 GW of power, of which 66% would be located in the U.S. and in the highly desired PJM region. This creates the potential to grow our energy portfolio an additional 62% beyond 2025. Turning to Slide 11. I would like to reiterate why we believe PJM and Pennsylvania specifically are top-tier jurisdictions for Bitcoin mining. First, the PJM grid is the largest wholesale electricity market in the U.S. As a deregulated market, PJM offers significant curtailment and energy trading opportunities, giving us the ability to effectively hedge our energy costs and bring down the total cost of power, ideal for mining Bitcoin. These sites also have the ability to participate in demand response programs in order to earn additional revenue by providing reliability services to the grid. As the grid is rapidly adding renewable capacity and significantly contributing to the decarbonization of the grid, these demand response programs are becoming increasingly more valuable and make these sites both economically and environmentally sustainable. Pennsylvania is a great business jurisdiction, with a notably pro-Bitcoin and pro-energy governor, that just a few months ago recognized the importance of these remediation plans by doubling the tax credits available through 2035. Finally, the proximity of these sites to major metropolitan areas and fiber lines make them ideal for both Bitcoin mining and HPC and AI data centers. Turning to Slide 12. There exists a tremendous potential for improvement and expansion of the Bitcoin mining operations at these two locations that can increase the total hash rate capacity by up to fivefold in 2025, which would effectively double our 2024 year-end target of 21 exahash. This potential upgrade, in addition to the changes in our energy portfolio, is what we have underwritten this acquisition on. The potential upgrade can be broken down in two phases. First, the megawatts available at both sites can be doubled by simply isolating the power plants from the grid, otherwise known as islanding, to provide power to a Bitcoin data center. Doing so frees up the substation, enables these sites to double down, drawing additional power from the grid in a similar capacity as the sites can generate. This grid-connected load can then participate in demand response and other economic programs. Doing so, we can dramatically increase scale by nearly 100%, bring down our expected average price of power through energy trading and other economic programs, and spread our fixed operating expenses over a significantly greater amount of megawatts, further bringing down our all-in cost per megawatt hour on site. Second, while the miners on site are still productive, at 32 watts per terahash, the fleet is significantly below the efficiency and productivity of the industry and new miner models. Refreshing this fleet with new Bitmain S21 XPs would increase the total hash rate of the current footprint to over 10 exahash. Additionally, if the full 307 MW were allocated to new S21 Pros or S21 XPs, the total exahash on site could increase over fivefold in 2025 to over 20 exahash, more or less equivalent to our year-end target of 21 exahash. Improving the energy efficiency of this largely outdated fleet would also dramatically reduce site hash cost by over 50%, from over $0.03 today to an estimated $0.013-$0.014 per terahash per day. This is well below where the market is currently operating at, and well below the levels of hash price the market currently responds to, as well as where we expect hash price to go during the widely anticipated Bitcoin bull market. Turning to Slide 13. These sites have a unique potential to disrupt the HPC business model with a combined AI and Bitcoin mining data center. It is important to emphasize here at the outset that this is highly innovative and disruptive. As far as we can tell, no one has ever contemplated this kind of strategy and data center configuration. It is actually so novel that there is nothing in the PJM and FERC regulations that can be applied towards this structure. In order for this to be successfully implemented, we will need to get approval from both PJM and FERC. Accordingly, this potential was not underwritten as part of the transaction. However, the potential is so great that we think it's important to outline the vision here and state that we will be seeking the necessary approvals, but these approvals will take time, and it is possible that they may never materialize. A traditional data center utilizes a grid connection and diesel generators to provide a redundant source of power. With this strategy, we would be flipping this model on its head and instead utilize the cost-effective and reliable power from the Tier II alternative energy plants for its primary and base load connection. We would then utilize the grid connection to provide redundancy for the HPC and AI data center. This configuration has numerous potential benefits. First, diesel redundancy has a very high OpEx, and other than providing the reliability for the data center required, it has no value or function. By utilizing the grid connection and Bitcoin miners as a load bank, we would be able to monetize this redundancy when the cost of energy is low and significantly enhance site profitability, and in the process, provide a more sustainable and environmentally friendly redundancy over traditional diesel or battery storage. Even more importantly, we could avoid entirely the CapEx associated with building out diesel or battery redundancy, which can easily add up to $3 million per MW. Assuming 180 MW HPC, AI, and Bitcoin data center, that would translate to CapEx savings of up to $240 million, significantly more than the entire cost of the transaction. We could do this twice, once at each location, potentially saving up to $480 million of CapEx on 160 MW of HPC infrastructure, nearly 3x the value of this transaction. If we are successful in securing the necessary regulatory approvals, this could potentially result in a significant competitive advantage over traditional data centers by materially reducing CapEx, increasing revenues, and improving our return on invested capital. Turning to Slide 14. For years, Bitfarms has led the industry in environmentally responsible Bitcoin mining operations. Since our founding in 2017, approximately 96% of all our Bitcoins mined have been mined with sustainable energy, producing over 25,000 Bitcoins with minimal environmental impact. But as we look toward the future, we believe it is not enough to utilize clean energy. We need to be proactive in solving problems and not only minimizing our impact, but going above and beyond to drive positive change. Turning to slide 15. In addition to the tremendous economic value of this transaction, as part of this transaction, we are acquiring technologies, infrastructure, and a team to drive the positive change and extend our environmental leadership beyond just minimizing our impact to making the world better. Starting in the Industrial Revolution in the 1800s, industrial waste began being dumped into large piles all across the state. Over time, they effectively became toxic mountains. There are literally hundreds of these abandoned waste piles across the state of Pennsylvania that make the land unusable. As these waste piles sit untreated, they leak toxic chemicals into the water supply, first contaminating smaller streams that feed into the Allegheny River and then into the Ohio River, which feeds into the Missouri River and eventually ends up in the Gulf of Mexico, polluting a significant amount of the U.S. water supply and negatively impacting tens or hundreds of millions of people. Additionally, these piles will inevitably combust, whether that happens from a lightning strike, dry weather, or some other factors, and when they do, they burn uncontrollably, emitting a massive amount of pollutants into the atmosphere. There are currently over 40 of these piles actively burning throughout the state today. The remediation plants we are acquiring utilize specialized technology that remediates toxic waste into two valuable commodities: electricity and beneficial use ash, which is both a valuable fertilizer and carbon capture agent. This equipment and remediation effort is so important to Pennsylvania that it's classified as a Tier II alternative energy source in the state and is in the same category as large-scale hydropower. This is a well-recognized environmental issue, and these remediation plants enjoy what may seem rare these days, bipartisan support, due to their proven environmental benefits over multiple decades. The tax credits available to those that remediate these legacy waste sites are proof of this positive impact these plants are having on the local communities and stakeholders. On the screen are photos that highlight this centuries-old environmental problem and the positive externalities that these plants have driven over many years as they clean the earth, the water, and the atmosphere. We look forward to continuing to drive these environmental benefits in a way that creates value for shareholders and the local communities. I'll now move to Slide 16 and turn the call over to Jeff to discuss the financials. Jeff? Thank you, Ben. This is indeed an exciting day for us. Turning to Slide 17, I'll now provide a brief overview of the deal economics. Bitfarms is acquiring 100% of Stronghold in an all-stock transaction for a total equity value of $125 million, plus an assumption of debt valued at about $50 million. As Ben discussed, Stronghold is bringing significant value to the table, immediately adding 4 exahash and 165 MW to our operating capacity upon closing. We believe that this exahash number will grow significantly as we initiate a similar fleet upgrade program to the one that we have been successfully conducting across all of our sites in 2024. In addition, Stronghold currently has capacity to import 142 MW of PJM power and has identified a path to potentially import as much as 790 MW of PJM power, which will bring our total megawatts under management to over 1.6 GW. On the operational side, we anticipate annual run rate cost synergies of approximately $10 million based on our current estimates. The Stronghold team complements Bitfarms' existing bench with operational expertise in power generation and a number of other activities that will be additive to our current capabilities. Lastly, we expect this transaction to close in the first quarter of 2025, subject to approval by Stronghold's shareholders and other customary closing conditions. With that, I'll turn to Slide 18 and hand the call back over to Ben to close. Thanks, Jeff. Turning to Slide 19. To summarize, this transaction is highly accretive, expanding our Bitcoin mining operations at an attractive value and securing robust expansion and growth opportunities for years to come. With this one transaction, we are able to, one, significantly scale up our exposure to the highly coveted PJM region. Two, expand and rebalance our energy portfolio towards the U.S., delivering short-term value and significant long-term potential expansion. Three, leverage our operating expertise to perform a transformative data center upgrade. Four, pursue our vision of disrupting the HPC and AI industry with a combination HPC, AI, and Bitcoin data center. Five, acquire new technologies that drive positive environmental change. And we are able to do all of this at an attractive price with compelling transaction economics and an all-stock structure and potential synergies that preserve our balance sheet strength for future growth. I know I speak on behalf of the entire Bitfarms and Stronghold team when I say we are so incredibly excited about this transaction, which would not be possible if it wasn't for the tremendous teams at both Bitfarms and Stronghold that made this possible, and we are both looking forward to building the Bitfarms of the future… With that, we'd be happy to take your questions. Operator? Certainly. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please, while we poll for questions. Your first question for today is from Mike Colonnese with H.C. Wainwright. Hi, good morning, guys, and congrats to both the Bitfarms team and the Stronghold teams on the transaction. Really, really great to see here. First for me, if you could provide more color on the near-term opportunity to expand Stronghold's existing facilities to north of 300 MW next year. Really, what needs to be done, specifically the CapEx requirements and the expected timelines for the expansions, really just on the infrastructure side? Thanks, Mike. Happy to take that question. First, when you look at what's there, they already have about 145 MW of data center infrastructure and all of the electrical equipment necessary in terms of the high voltage transformers and the medium voltage transformers in order to build out the additional power capacity there. What we need to do is really what Bitfarms already does best, is we need to build out additional data center infrastructure for the Bitcoin mining operations. That's something that, you know, is our bread and butter. We don't have a specific CapEx figure for that involved, but it'll, you know, it'll be quite cost effective, we think, because we already have a lot of those longer lead time items and kind of the expensive items with regards to the transformers and high voltage equipment. Got it. Thanks for that, Ben. And Jeff, maybe this one's for you. If you could just unpack that $10 million in annualized run rate cost synergies that you found with the transaction, where they're coming from, and really how we should think about the pro forma cost structure here of the company as it relates to hash costs. I'm glad to do that, Mike. First of all, the $10 million of synergy, this is a pretty conservative estimate at this point in time, and we look forward to working further with the folks at Stronghold as we identify further cost savings. But of that $10 million at this point, and not surprisingly, the largest area of the savings will be the fact that, you know, the public company expense here. We expect to save a fair amount here from the legal registration and certainly even to a degree, the accounting limits come into play. So we estimate around $3.5 million-$4 million of those savings will actually be in the, really in the public company/investor relations side here. The other big opportunity for savings here is actually there's going to be savings on the insurance side as well. That could be we estimate anywhere from about $1 million - $1.5 million. And then thirdly, of course, there will be some administrative savings as well that we'll be putting in place over time, you know, regarding savings both in personnel and the general, you know, infrastructure costs associated with the normal processing activities associated, you know, with paying bills and things of that sort, as well as some, you know, again, personnel costs and savings that will be achieved as you begin to develop a more effective and consolidated administrative function going forward. Great. Thank you for taking my questions. Your next question is from Mike Grondahl with Northland Securities. Hey, thanks, guys. Ben, you know, pretty interesting what you talked about with the data center strategy. When would you think you could seek those approvals from PJM and FERC? And how long would you think it takes to get those approvals, and then you can kind of get started on it? Thanks, Mike. We can get started on seeking the approvals immediately, but, you know, regulatory agencies do take some time in order to move forward with this. From a, you know, an engineering perspective or a technical perspective, there really is not much of a difference between the structure that we've outlined with the Bitcoin mining data center and the HPC AI Bitcoin mining combined data center. The only aspect of that that's different is the ability to provide that redundancy. And while it would still be the same amount of electrons, and for the grid's perspective, it would still look the same in terms of how much energy is being consumed, whether it's going to the Bitcoin mining portion or the HPC portion of the data center, really, this is something that, like I said, is so novel and new, it's never been tried before. And so we're gonna need to, you know, pursue approval and classification on this new kind of type of data center structure. I think, you know, probably looking at a year, maybe more, in order to get that approval in place. Got it. And again, it may not materialize. Mike, I need to. We need to be clear about that because it is. We can't promise that because it is such a new and novel concept. But technically and engineering-wise, there's really not much of a difference. Got it. And just to be clear, you can begin to seek that approval prior to the close. Is that correct? That's correct. Okay, great. And then, is most of the Stronghold team staying in place, kind of post-transaction, or any initial thoughts there? ... Yes, you know, we value the Stronghold team a lot. You know, we are expanding massively in the Pennsylvania area, not just with the Stronghold acquisition, but our recently announced Sharon acquisition, so having, you know, an experienced team in the area is gonna be crucial for part of this, and you know, we're gonna be keeping all of the operational staff, and there's gonna be a transition period for, you know, at least six months for all of the staff to stay on board. Got it. Great. Hey, thanks again. Thanks, Mike. Your next question is from Joe Flynn with Compass Point Research. Hi, guys. So hoping you could provide more color on the first quarter 2025 expected close date, and yeah, if you could just walk us through that process, you know, what needs to get done? Does Bitfarms need shareholder approval, et cetera? That'd be helpful. Sure. So let me speak to that a little bit here. It does not require Bitfarms shareholder approval. It doesn't meet the threshold for that or even come close for that matter. It will require Stronghold shareholder approval, and that will take a little bit of time just to process the normal process there. I think the second point to keep in mind here is that given that we are issuing shares in this transaction here, we will be filing what's referred to as an F-4 statement with the SEC. While we envision that process going smoothly, you know, we want to just sort of build in an efficient buffer in terms of expectations as to how long that'll take. That's why we are comfortably stating between really January first and March 31st, the first quarter of next year, to give us a good range to make sure that we can address those elements that are not in our immediate control, including, you know, the extent of the SEC's comments and responses to our application process. Great. And then, you know, Ben or Greg, can you maybe talk to the strategy and, you know, in regard to generating RECs, waste coal credits that was, you know, recently increased, and then ultimately, if you guys are still gonna be pursuing a longer-term carbon capture opportunity? Thanks. Greg, do you want to speak to the RECs, and then I'll speak to the carbon capture? Yeah, sure. I think, obviously, a big part of the strategy is to run both of the plants, which is gonna allow the combined company to take advantage of the increased pricing for RECs and for the increase in the waste coal tax credit. So it's, I think it's even more valuable. Those credits are even more valuable when the plants are running. And it'll dramatically lower the overall cost of power. So I would say, I think the plan from our perspective, at Stronghold, is to run the plants as much as we can to get the cost of power as low as possible. Thanks, Greg. And on the carbon capture, Joe, you know, there's already pilot programs going on there with the carbon capture projects. These sites have shown... Sorry, these pilots have shown very, very strong potential in the studies that have already been done, and they're incredibly cost-effective. So when we look at what we can do here from the environmental perspective, there is a big opportunity here to continue those and to scale those up further to the point where, you know, these can become one of the largest carbon capture projects on the planet, and they can provide an additional revenue stream that would bring in, you know, effectively the all-in cost of power at those sites. Again, just one more. So from what it sounds like, now we're gonna be running the plant as much as possible, using the existing data centers, but you're also gonna have the opportunity to, you know, put up new infrastructure to use the grid connection. Is that the right way to think about it, I guess, in the, over the next two years or so? Yeah, that's the big opportunity here. Beyond you know, the ability to scale up the grid connection, the big immediate opportunity is to double down on the infrastructure, so you know, given the roughly 80 MW footprint at both sites, you know, we can turn that into 160 MW in very, very short order and with minimal CapEx, and you know, that provides significant opportunities for you know, cost savings and great synergies when we're building out these plants. Great. Thanks. Your next question for today is from Brett Knoblauch with Cantor Fitzgerald. Hi, guys. Thanks for taking my question and congrats on the transaction. On. I guess, as we look at the potential capacity beyond 25, I guess, where'd you come up with, call it, you know, the 955 number? Is that what you think you can pull from the grid, or could you just help kind of break that down of, you know, where that number came from? Yeah, happy to, Brett. So the Stronghold team has been working with PJM to do a lot of grid connection and interconnection studies at these two sites, and so that number comes from the studies that are already in the queue. And it's based on, you know, the conversations and the work that they've already been doing with PJM for many, many months here in order to understand what the total capacity is out of the transmission lines in the areas and the local high voltage electrical infrastructure in the area. And, you know, that number is backed up with those applications. And the other thing, you know, to put-... you know, these studies were mostly put in before the massive deluge of applications for HPC and AI and PJM, and so they do have priority in the queue over anything that is going in right now, whether it be from, you know, a hyperscaler or somebody else. Perfect. Thank you. No, that's helpful. And then on a timing standpoint, I believe you're gonna be breaking ground at your Sharon site in, you know, the first quarter of next year as well. I guess, what would your priority be in terms of getting that site to the 120 megs of capacity versus doubling capacity at the existing Stronghold sites? Yeah, it's a great question. Well, first, we're working on building out the immediate capacity at the Sharon site, and the second phase of the Sharon site is a substation build. So that's something that has a pretty predictable construction schedule, and it doesn't necessarily conflict with building out the data center side of the Stronghold acquisition at the two different sites there, Panther Creek and Scrubgrass. Then, in terms of timeline to energization, it will be faster for us to build out the data center infrastructure at Scrubgrass and Panther Creek and get that energized, and so that will be a priority, but that doesn't mean that, you know, it's going to slow down or delay the Sharon infrastructure. Perfect. Thank you, guys. I I really appreciate it. Congrats again. Thank you. Your next question is from Martin Toner with ATB Capital Markets. Good morning. Congratulations, and thanks for taking my questions. First question is on the current hash cost that you gave for Stronghold. Can you kind of break that down for us a little bit? I mean, how much of the cost is coming from their production at their facility? How much is pulled from the grid, and at what roughly energy costs? And then, like, what's the uptime for facilities like these? Just wondering. Sure, I'll get into that. I mean, for the hash cost, we assumed an average price of power of about four cents, which is based on the expected price of power at Stronghold, or sorry, at Scrubgrass, drawing down from the grid, as well as Panther Creek remaining in operation. The two different sites have slightly different costs to produce power. Panther Creek is a little bit more cost effective than Scrubgrass, and it has a little bit of a higher uptime. But these sites are highly reliable because they can provide that base load power. If you look to the Q2 call that Stronghold just did a few weeks ago, you can see that they detailed a lot of information in terms of the recent capacity auction that Panther Creek just had. There's gonna be an expected about $10 a MWH cost reduction in OpEx, sorry, in cost to produce that power in Panther Creek, based on that recent capacity auction that took place over the last couple of weeks. We expect that the cost of power is going to, you know, be lower than our current average and help us bring down our average price of power, and that's because we're gonna have the cost-effective power from Panther Creek, as well as the energy trading opportunities that are available at the Scrubgrass location. Fantastic. Just wondering, so the uptime for these facilities is high enough that it can be considered base load power? Yes. For the Panther Creek, it's an incredibly reliable facility, and, yeah, it can be considered base load power, and that's why it qualifies for this capacity auction. For the Scrubgrass site, what we've done is in order to qualify for the economic demand response programs, we've actually had to pull the site off the grid temporarily in order to qualify for these programs. So that site no longer qualifies as, you know, as a base load plant. Fantastic. Who are these plants regulated by? These plants are regulated by both PJM and FERC. Managing that sounds like a unique skill set, like, does Stronghold have that? Like, do you foresee adding people in order to bulk up and successfully execute on some of these plans? Yeah. Stronghold team is gonna remain on board. You know, they've been operating these sites for years, and these plants have been in operation since the early 1990s. You know, the good thing about these plants from a regulatory perspective is how well recognized they are for the environmental benefits that they bring. And so there's a lot of, you know, attention and care, I think, you know, from the Pennsylvania state legislator, from the Pennsylvania governor, in order to make sure that these plants remain in operation because of the tremendous benefit that they bring. Fantastic. What kind of safety history do these sites have? And what kind of safety history do sites like them have? Just trying to start to think around some of the risks that might be inherent in these kind of facilities, much different than your existing. Yeah, I will start off with just saying that, you know, health and safety is something that we take very seriously at Bitfarms. We've got a, you know, a department here that's focused on building out health and safety at all of our plants and all of our data centers. And, you know, it's something that we're going to continue here at the Stronghold sites as well. And now, maybe I'll hand off the call to Greg, so he can speak a little bit more specifically on those details. Yeah, so these, the plants are these reclamation facilities are industrial sites, so you have to be very careful when you're, you know, moving a lot of material around, and particularly given the, you know, high voltage, you know, power lines that are nearby. So, we have a very good safety record, and I think that's a result of having the sort of policies, procedures, and training that you'd expect for, you know, any industrial scale, you know, power facility. So it's it. And then the same goes for the contractors. You know, we have a lot of contractors that also work in and around the plants, and they have the same standards. So I think the safety record is, it's public information. You can look up the safety record for any plant, and we're proud of the record that we have at Stronghold. Thank you very much. That's it for me. Your next question for today is from Kevin Dede with H.C. Wainwright. Good morning, Ben, Jeff, Greg. Thanks for having me on. The deal is binding, and I'm wondering if there's an associated breakup fee? There is breakup fees with, you know, customary amounts, and, you know, everything is gonna be filed shortly, Kevin. So you're gonna have the full details in there. Okay. When do you think you'll have your C-suite labeled? I'm not sure I understand the question. I think you mentioned- You're saying when- Yeah About the integration of the executives on both teams? Yeah. I think you alluded to six months. I was wondering if you could be more definitive. We're working through the process here with regards to integration plans for both companies. But, you know, what I will state again is that, you know, the Stronghold team is highly valued, and everybody's gonna stay on for a minimum of six months. So we don't have anything definitive there, with regards to, you know, people's positions in a combined company yet. But we'll be providing details on that as we get closer to the close. What's your perspective on handling the hosting customers that Stronghold has? So there's two customers there for hosting. You know, we haven't spoken with either of those customers yet, but it would be our intention to scale up the plan to be completely self-mining. Last one for me. Have you given an increasing weight in North American, pardon me, US operations with a full exercise of 955 MW? Would you consider re-domiciling Bitfarms? We're so focused on the strength of this transaction and the value of this transaction. We want to bring it to, you know, a close and realize that value as soon as possible. You know, obviously, we're always looking at ways to bring greater value for shareholders, and domiciling is something that, you know, we'll look at, but as part of this transaction, we're really focused on bringing this to a close as quickly as possible in order to realize that value as fast as possible. Thanks, Ben. Appreciate it. Thank you, Kevin. Your next question is from Brian Dobson with Clear Street. Morning. Thanks very much for taking my questions, and congratulations on the acquisition. So the waste mitigation opportunity is pretty impressive. I assume that there are more sites across the country in need of mitigation. Is this a business line that you would seek to expand? And if so, do you think you can kind of quantify what type of opportunity there might be in this segment? Yeah, great question, Brian. We do see tremendous economic opportunity here. You know, Pennsylvania is really the heart of this problem because they were such an industrial powerhouse in the early 1800s. There's about 12 of these sites that were built up across the state, and there's hundreds of these industrial waste piles that need to be dealt with, and have been sitting there for about 200 years in some cases. The uniqueness of this transaction, though, is what's already in place at Stronghold with the combination of the power plant, the data centers, and the approvals, so that, you know, this site is really, really unique. For us to go and take this to another, you know, similar-sized or similar-type facility, there's a lot more that we'd have to do in order to build that out. And so potentially there are really good opportunities there, but really why we're so excited about Stronghold is because a lot of this is already in place, and we have so much expansion capacity beyond what's already there. You know, the other sites also would not have the input applications for expanding the transmission, the grid connection, and that's a huge part of the potential value here. Yeah, great. Thanks very much. Can you also perhaps elaborate a little further on plans to refresh the current Stronghold fleet to a higher efficiency and how you view the current environment in terms of rate pricing and ROI metrics? Yeah. So what we've done is we've outlined what the different opportunities for, you know, kind of like the top three Bitcoin mining models that are out there from Bitmain, the T21, you know, which we're facilitating most of our fleet upgrades with this year, as well as the S21 Pros and the S21 XPs. You know, really any of those three models is going to deliver what we think is gonna be an incredibly cost-effective upgrade, and when we look to, you know, what we think hash price is gonna be doing over the next twelve, fifteen, maybe eighteen months, the ability to implement that refresh now, while prices are still low, presents a really compelling opportunity to drive incredible return on invested capital and create massive mining margins in what, you know, is largely expected to be the Bitcoin bull market. The, you know, opportunity here, I think, really is not fully fleshed out here. We haven't committed to a purchase agreement with Bitmain yet in terms of which miners we're gonna buy, but as of right now, the prices are still highly competitive, and we're still going to be able to, I think, buy those miners and deploy them largely in advance of any sort of Bitcoin bull run. Excellent. Thanks very much. Thanks, Brian. We have reached the end of the question and answer session, and I will now turn the call over to Ben for closing remarks. Great. I'd like to thank everyone for attending our call and for the continued support from our shareholders. It's really been an exciting few months since I stepped into the CEO role, and I couldn't be more excited about the potential of this transformative acquisition for the future of Bitfarms. I look forward to welcoming Stronghold employees to our team and working together to establish a globally integrated Bitcoin mining and HPC and AI leader. Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.