GlobeNewswire·Oct 15, 2025, 4:05 PM ET

Bitfarms Announces Proposed Offering of US$300 Million of Convertible Senior Notes

Bitfarms Ltd. intends to offer US$300 million in aggregate principal amount of convertible senior notes due 2031.
Initial purchasers have an option to buy up to an additional US$60 million of convertible notes over a 13-day period.
The offering is subject to market conditions and requires approval from the Toronto Stock Exchange.
The notes will be senior unsecured obligations accruing interest semi-annually in arrears starting July 15, 2026.
Maturity is scheduled for January 15, 2031, with conversion terms varying before October 15, 2030, vs. thereafter.
Conversion into cash, common shares, or a combination will be at the Company's election with terms determined at pricing.
Net proceeds will be used for general corporate purposes.
Proceeds or cash on hand will fund cash-settled capped call transactions to offset economic dilution up to a 125% premium cap.
Capped call counterparties may trade shares or derivatives, potentially impacting market prices of shares or notes.
Securities are offered only to qualified institutional buyers in the U.S. under Rule 144A exemptions.
Offers in Canada are made pursuant to exemptions from prospectus requirements under applicable provincial laws.
The offering relies on TSX manual Section 602.1 exemptions for Eligible Interlisted Issuers.
Forward-looking statements regarding the offering, use of proceeds, & capped call transactions are included with associated risk factors.