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S-8 EX-FILING FEES 0001812477 Fees to be Paid Fees to be Paid N/A 0001812477 1 2026-04-01 2026-04-01 0001812477 2 2026-04-01 2026-04-01 0001812477 2026-04-01 2026-04-01 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

Keel Infrastructure Corp.

Table 1: Newly Registered Securities

                                       
Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                       
Equity   Common Stock, $0.001 par value   (1)   Other   3,142,125   $ 2.27   $ 7,132,623.75   0.0001381   $ 985.02
Equity   Common Stock, $0.001 par value   (2)   Other   49,713,013   $ 1.90   $ 94,454,724.70   0.0001381   $ 13,044.20
                                       
Total Offering Amounts:   $ 101,587,348.45         14,029.22
Total Fee Offsets:               0.00
Net Fee Due:             $ 14,029.22

 

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Offering Note(s)

(1) 1a. In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement to which this exhibit relates shall also cover any additional shares of Common Stock, $0.001 par value of the Company (the “Common Stock”) of Keel Infrastructure Corp. (the “Registrant”) that become issuable by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or certain other similar transactions effected without the Registrant’s receipt of consideration that result in an increase in the number of outstanding shares of Common Stock.

1b. Represents 3,142,125 shares of Common Stock issuable pursuant to options granted under the Bitfarms Ltd. Long-Term Incentive Plan, which has been amended and restated in connection with Bitfarms Ltd.’s U.S. redomiciliation and is now the Keel Infrastructure Corp. Amended and Restated Long-Term Performance Incentive Plan (the “Keel Plan”) that have not yet been exercised.

1c. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act on the basis of $2.27 (converted from C$3.16 at an exchange rate of C$1.00 = $0.7174 which was the daily average exchange rate reported by the Bank of Canada on March 31, 2026, a date within 5 business days of filing the registration statement to which this exhibit relates), which is the weighted average exercise price of option awards outstanding under the Keel Plan as of the date of the registration statement to which this exhibit relates.
(2) 2a. Represents 49,713,013 shares of Common Stock for future issuance under the Keel Plan.

2b. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Common Shares on the Nasdaq Stock Market on March 29, 2026, which was $1.90.