Bitfarms Information 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 kind 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, declares 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 could, at its discretion and from time-to-time throughout the time period of the ATM Settlement, promote, by means of the Agent, such variety of frequent shares of the Firm (“Widespread Shares”) as would end in 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, by means of the Agent might be made by means of “at -the -market” issuances, together with with out limitation, gross sales made straight on the Nasdaq Inventory Market or one other buying and selling marketplace for the shares in america on the market value prevailing on the time of every sale. No Widespread Shares might be supplied or bought below the ATM Program on the TSX or another buying and selling market in Canada. The ATM Program could also be terminated by both occasion 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 assist the expansion and growth of the Firm’s present mining operations in addition to for working capital and normal company functions.

For the reason that Widespread Shares might be distributed at buying and selling costs prevailing on the time of the sale, costs could differ between purchasers and throughout the interval of distribution. The quantity and timing of gross sales, if any, might 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 via the March Complement and October Complement, within the mixture.

The supply and sale of the Widespread Shares below the ATM Program might be made solely via the Second A&R Prospectus included inside the Firm’s U.S. registration assertion on Type F-10 (File No. 333-272989) filed with the U.S. Securities and Trade Fee on March 8, 2024 (the “Registration Assertion”). The A&R Prospectus is obtainable 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 proposal to promote or the solicitation of a proposal to purchase, nor shall there be any sale of those Widespread Shares in any jurisdiction by which such supply, solicitation or sale can be illegal previous to the registration or qualification below the securities legal guidelines of any such jurisdiction.

About Bitfarms Ltd.

Based in 2017, Bitfarms is a world vertically built-in Bitcoin knowledge middle 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 below growth located in 4 nations: Canada, america, 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 be taught 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-about extremely speculative. No inventory alternate, securities fee or different regulatory authority has authorised or disapproved the knowledge contained herein. Neither the Toronto Inventory Trade, Nasdaq, or another securities alternate or regulatory authority accepts duty for the adequacy or accuracy of this launch.

Ahead-Wanting Statements

This information launch accommodates sure “forward-looking info” and “forward-looking statements” (collectively, “forward-looking info”) which are based mostly on expectations, estimates and projections as on the date of this information launch and are lined by secure harbors below 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 info. Any statements that contain discussions with respect to predictions, expectations, beliefs, plans, projections, aims, assumptions, future occasions or efficiency (usually however not at all times utilizing phrases reminiscent of “expects”, or “doesn’t count on”, “is anticipated”, “anticipates” or “doesn’t anticipate”, “plans”, “price range”, “scheduled”, “forecasts”, “estimates”, “prospects”, “believes” or “intends” or variations of such phrases and phrases or stating that sure actions, occasions or outcomes “could” or “may”, “would”, “may” or “will” be taken to happen or be achieved) usually are not statements of historic reality and could also be forward-looking info and are supposed to determine forward-looking info.

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This forward-looking info 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 components 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 info. Such components embrace, amongst others, dangers referring to: the development and operation of the Firm’s amenities could not happen as at present deliberate, or in any respect; there is no such thing as a assure that the Firm will be capable to full the acquisition of Stronghold Digital Mining, Inc. on the phrases as introduced, or in any respect; enlargement could not materialize as at present anticipated, or in any respect; the digital foreign money market; the flexibility to efficiently mine digital foreign money; income could not enhance as at present anticipated, or in any respect; it might not be potential to profitably liquidate the present digital foreign money stock, or in any respect; a decline in digital foreign money costs could have a major unfavorable affect on operations; a rise in community issue could have a major unfavorable affect on operations; the volatility of digital foreign money costs; the anticipated progress 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 belongings; 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 by which the Firm operates and the antagonistic affect 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 end in a misstatement of the Firm’s monetary place which 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 forestall Bitfarms from working its enterprise; historic costs of digital currencies and the flexibility to mine digital currencies that might be according to historic costs; and the adoption or enlargement of any regulation or regulation that may forestall Bitfarms from working its enterprise, or make it extra pricey to take action. For additional info regarding these and different dangers and uncertainties, confer with the Firm’s filings on www.sedarplus.ca (that are additionally obtainable on the web site of the U.S. Securities and Trade 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 necessary components that would trigger precise outcomes to vary materially from these expressed in forward-looking statements, there could also be different components that trigger outcomes to not be as anticipated, estimated or supposed, together with components which are at present unknown to or deemed immaterial by the Firm. There might 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 mustn’t place undue reliance on any forward-looking info. The Firm undertakes no obligation to revise or replace any forward-looking info apart from as required by regulation

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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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