Bitfarms Recordsdata Second Amended and Restated Prospectus Complement for its Current At-the-Market Fairness Providing Program

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-US$87 million stays on the ATM-

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This information launch constitutes a “designated information launch” for the needs of the Firm’s second amended and restated prospectus complement dated December 17, 2024, to its brief type base shelf prospectus dated November 10, 2023.

TORONTO, Ontario and BROSSARD, Québec, Dec. 17, 2024 (GLOBE NEWSWIRE) — Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms”, or the “Firm”) a world Bitcoin vertically built-in firm, pronounces that it has filed a second amended and restated prospectus complement dated December 17, 2024 (the “Second A&R Prospectus Complement”), amending and restating the prospectus complement dated March 8, 2024 (the “March Complement”), as first amended and restated by the prospectus complement dated October 4, 2024 (the “October Complement”) to the Firm’s present US$375 million base shelf prospectus dated November 10, 2023 (the “Base Shelf Prospectus” and, along with the Second A&R Prospectus Complement, the “A&R Prospectus”). The Firm is submitting this Second A&R Prospectus Complement to include up to date professional forma monetary statements in respect of the proposed merger between the Firm and Stronghold Digital Mining, Inc. (“Stronghold”), as first introduced on August 21, 2024, and Stronghold’s monetary statements for the three and 9 months ended September 30, 2024.

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As described within the Firm’s press launch dated March 8, 2024, the Firm beforehand entered into an at-the-market providing settlement (the “ATM Settlement”) dated March 8, 2024 with H.C. Wainwright & Co., LLC (the “Agent”) as agent, pursuant to which the Firm has established an at-the-market fairness program (the “ATM Program”). Pursuant to the ATM Program, the Firm might, at its discretion and from time-to-time in the course of the time period of the ATM Settlement, promote, via the Agent, such variety of widespread shares of the Firm (“Widespread Shares”) as would lead to mixture gross proceeds to the Firm of as much as US$375 million. There’s US$87 million remaining on the ATM. Gross sales of Widespread Shares, if any, via the Agent will likely be made via “at -the -market” issuances, together with with out limitation, gross sales made immediately on the Nasdaq Inventory Market or one other buying and selling marketplace for the shares in the US on the market worth prevailing on the time of every sale. No Widespread Shares will likely be provided or bought underneath the ATM Program on the TSX or every other buying and selling market in Canada. The ATM Program could also be terminated by both get together at any time.

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The Firm intends to make use of the web proceeds of the ATM Program, if any, totally on capital expenditures to help the expansion and improvement of the Firm’s present mining operations in addition to for working capital and common company functions.

Because the Widespread Shares will likely be distributed at buying and selling costs prevailing on the time of the sale, costs might differ between purchasers and in the course of the interval of distribution. The quantity and timing of gross sales, if any, will likely be decided on the sole discretion of the Firm’s administration and in accordance with the phrases of the ATM Settlement. Up to now, 128,888,346 Widespread Shares have been distributed by the Firm for gross proceeds of roughly US$288 million pursuant to the ATM Settlement by way of the March Complement and October Complement, within the mixture.

The provide and sale of the Widespread Shares underneath the ATM Program will likely be made solely by way of the Second A&R Prospectus included throughout the Firm’s U.S. registration assertion on Type F-10 (File No. 333-272989) filed with the U.S. Securities and Alternate Fee on March 8, 2024 (the “Registration Assertion”). The A&R Prospectus is on the market on the Firm’s SEDAR+ profile at http://www.sedarplus.ca/www.sedarplus.ca and the A&R Prospectus and Registration Assertion can be found on the SEC’s EDGAR web site at www.sec.gov.

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This information launch doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase, nor shall there be any sale of those Widespread Shares in any jurisdiction wherein such provide, solicitation or sale can be illegal previous to the registration or qualification underneath the securities legal guidelines of any such jurisdiction.

About Bitfarms Ltd.

Based in 2017, Bitfarms is a world vertically built-in Bitcoin knowledge heart firm that contributes its computational energy to a number of mining swimming pools from which it receives cost in Bitcoin. Bitfarms develops, owns, and operates vertically built-in mining amenities with in-house administration and company-owned electrical engineering, set up service, and a number of onsite technical restore facilities. The Firm’s proprietary knowledge analytics system delivers best-in-class operational efficiency and uptime.

Bitfarms at present has 12 working Bitcoin knowledge facilities and two underneath improvement located in 4 nations: Canada, the US, Paraguay, and Argentina. Powered predominantly by environmentally pleasant hydro-electric and long-term energy contracts, Bitfarms is dedicated to utilizing sustainable and sometimes underutilized power infrastructure.

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To study extra about Bitfarms’ occasions, developments, and on-line communities:

www.bitfarms.com
https://www.fb.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/firm/bitfarms/

Cautionary Assertion

Buying and selling within the securities of the Firm ought to be thought of extremely speculative. No inventory alternate, securities fee or different regulatory authority has authorized or disapproved the data contained herein. Neither the Toronto Inventory Alternate, Nasdaq, or every other securities alternate or regulatory authority accepts accountability for the adequacy or accuracy of this launch.

Ahead-Wanting Statements

This information launch accommodates sure “forward-looking data” and “forward-looking statements” (collectively, “forward-looking data”) which can be based mostly on expectations, estimates and projections as on the date of this information launch and are coated by protected harbors underneath Canadian and United States securities legal guidelines. The statements and knowledge on this launch relating to the ATM Program and any gross sales of the Widespread Shares thereunder and proceeds to the Firm therefrom, in addition to the potential use of such proceeds, are forward-looking data. Any statements that contain discussions with respect to predictions, expectations, beliefs, plans, projections, targets, assumptions, future occasions or efficiency (typically however not at all times utilizing phrases resembling “expects”, or “doesn’t count on”, “is anticipated”, “anticipates” or “doesn’t anticipate”, “plans”, “funds”, “scheduled”, “forecasts”, “estimates”, “prospects”, “believes” or “intends” or variations of such phrases and phrases or stating that sure actions, occasions or outcomes “might” or “may”, “would”, “would possibly” or “will” be taken to happen or be achieved) aren’t statements of historic reality and could also be forward-looking data and are meant to determine forward-looking data.

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This forward-looking data is predicated on assumptions and estimates of administration of the Firm on the time they have been made, and includes recognized and unknown dangers, uncertainties and different elements which can trigger the precise outcomes, efficiency, or achievements of the Firm to be materially totally different from any future outcomes, efficiency or achievements expressed or implied by such forward-looking data. Such elements embody, amongst others, dangers referring to: the development and operation of the Firm’s amenities might not happen as at present deliberate, or in any respect; there isn’t a assure that the Firm will be capable of full the acquisition of Stronghold Digital Mining, Inc. on the phrases as introduced, or in any respect; growth might not materialize as at present anticipated, or in any respect; the digital foreign money market; the flexibility to efficiently mine digital foreign money; income might not improve as at present anticipated, or in any respect; it might not be attainable to profitably liquidate the present digital foreign money stock, or in any respect; a decline in digital foreign money costs might have a major unfavorable influence on operations; a rise in community problem might have a major unfavorable influence on operations; the volatility of digital foreign money costs; the anticipated development and sustainability of hydroelectricity for the needs of cryptocurrency mining within the relevant jurisdictions; the lack to keep up dependable and economical sources of energy for the Firm to function cryptocurrency mining property; the dangers of a rise within the Firm’s electrical energy prices, price of pure gasoline, modifications in foreign money alternate charges, power curtailment or regulatory modifications within the power regimes within the jurisdictions wherein the Firm operates and the hostile influence on the Firm’s profitability; the flexibility to finish present and future financings; the danger {that a} materials weak spot in inner management over monetary reporting may lead to a misstatement of the Firm’s monetary place that will result in a cloth misstatement of the annual or interim consolidated monetary statements if not prevented or detected on a well timed foundation; any laws or legal guidelines that may stop Bitfarms from working its enterprise; historic costs of digital currencies and the flexibility to mine digital currencies that will likely be in line with historic costs; and the adoption or growth of any regulation or legislation that may stop Bitfarms from working its enterprise, or make it extra expensive to take action. For additional data regarding these and different dangers and uncertainties, seek advice from the Firm’s filings on www.sedarplus.ca (that are additionally out there on the web site of the U.S. Securities and Alternate Fee at www.sec.gov), together with the restated MD&A for the year-ended December 31, 2023, filed on December 9, 2024. Though the Firm has tried to determine vital elements that would trigger precise outcomes to vary materially from these expressed in forward-looking statements, there could also be different elements that trigger outcomes to not be as anticipated, estimated or meant, together with elements which can be at present unknown to or deemed immaterial by the Firm. There may be no assurance that such statements will show to be correct as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on any forward-looking data. The Firm undertakes no obligation to revise or replace any forward-looking data aside from as required by legislation

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Investor Relations Contacts:

Tracy Krumme
SVP, Head of IR & Corp. Comms.
+1 786-671-5638
tkrumme@bitfarms.com

Media Contacts:

U.S.: Joele Frank, Wilkinson Brimmer Katcher
Dan Katcher or Joseph Sala
+1 212-355-4449

Québec: Tact
Louis-Martin Leclerc
+1 418-693-2425
lmleclerc@tactconseil.ca

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