Bitfarms Ltd. (Nasdaq/TSX: BITF) (“
Bitfarms”, or
the “
Company”) a global Bitcoin vertically
integrated company, announces that it has filed an amended and
restated prospectus supplement dated October 4, 2024 (the
“
A&R Prospectus Supplement”), amending and
restating the prospectus supplement dated March 8, 2024 (the
“
March Supplement”), to the Company’s existing
US$375 million base shelf prospectus dated November 10, 2023 (the
“
Base Shelf Prospectus” and, together with the
A&R Prospectus Supplement, the “
A&R
Prospectus”).
As described in the Company’s press release
dated March 8, 2024, the Company previously entered into an
at-the-market offering agreement (the “ATM
Agreement”) dated March 8, 2024 with H.C. Wainwright &
Co., LLC (the “Agent”) as agent, pursuant to which
the Company has established an at-the-market equity program (the
“ATM Program”). Pursuant to the ATM Program, the
Company may, at its discretion and from time-to-time during the
term of the ATM Agreement, sell, through the Agent, such number of
common shares of the Company (“Common Shares”) as
would result in aggregate gross proceeds to the Company of up to
US$375 million. Sales of Common Shares, if any, through the Agent
will be made through “at-the-market” issuances, including without
limitation, sales made directly on the Nasdaq Stock Market or
another trading market for the shares in the United States at the
market price prevailing at the time of each sale. No Common Shares
will be offered or sold under the ATM Program on the TSX or any
other trading market in Canada. The ATM Program may be terminated
by either party at any time.
The Company intends to use the net proceeds of
the ATM Program, if any, primarily on capital expenditures to
support the growth and development of the Company’s existing mining
operations as well as for working capital and general corporate
purposes.
Since the Common Shares will be distributed at
trading prices prevailing at the time of the sale, prices may vary
between purchasers and during the period of distribution. The
volume and timing of sales, if any, will be determined at the sole
discretion of the Company's management and in accordance with the
terms of the ATM Agreement. To date, 109,323,321 Common Shares have
been distributed by the Company for gross proceeds of approximately
US$248 million pursuant to the ATM Agreement by means of the March
Supplement.
The offer and sale of the Common Shares under
the ATM Program will be made only by means of the A&R
Prospectus included within the Company’s U.S. registration
statement on Form F-10 (File No. 333-272989) filed with the U.S.
Securities and Exchange Commission on March 8, 2024 (the
“Registration Statement”). The A&R Prospectus is available on
the Company’s SEDAR+ profile at www.sedarplus.ca and the A&R
Prospectus and Registration Statement are available on the SEC’s
EDGAR website at www.sec.gov.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these Common Shares in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Bitfarms Ltd.
Founded in 2017, Bitfarms is a global vertically
integrated Bitcoin data center company that contributes its
computational power to one or more mining pools from which it
receives payment in Bitcoin. Bitfarms develops, owns, and operates
vertically integrated data centers with in-house management and
company-owned electrical engineering, installation service, and
multiple onsite technical repair centers. The Company’s proprietary
data analytics system delivers best-in-class operational
performance and uptime.
Bitfarms currently has 12 operating Bitcoin data
centers and two under development situated in four countries:
Canada, the United States, Paraguay, and Argentina. Powered
predominantly by environmentally friendly hydro-electric and
long-term power contracts, Bitfarms is committed to using
sustainable and often underutilized energy infrastructure.
To learn more about Bitfarms’ events, developments, and online
communities:
www.bitfarms.comhttps://www.facebook.com/bitfarms/https://twitter.com/Bitfarms_iohttps://www.instagram.com/bitfarms/https://www.linkedin.com/company/bitfarms/
Cautionary Statement
Trading in the securities of the Company should
be considered highly speculative. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein. Neither the Toronto
Stock Exchange, Nasdaq, or any other securities exchange or
regulatory authority accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements
This news release contains certain
“forward-looking information” and “forward-looking statements”
(collectively, “forward-looking information”) that are based on
expectations, estimates and projections as at the date of this news
release and are covered by safe harbors under Canadian and United
States securities laws. The statements and information in this
release regarding the ATM Program and any sales of the Common
Shares thereunder and proceeds to the Company therefrom, as well as
the potential use of such proceeds, are forward-looking
information. Any statements that involve discussions with respect
to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as “expects”, or “does not expect”,
“is expected”, “anticipates” or “does not anticipate”, “plans”,
“budget”, “scheduled”, “forecasts”, “estimates”, “prospects”,
“believes” or “intends” or variations of such words and phrases or
stating that certain actions, events or results “may” or “could”,
“would”, “might” or “will” be taken to occur or be achieved) are
not statements of historical fact and may be forward-looking
information and are intended to identify forward-looking
information.
This forward-looking information is based on
assumptions and estimates of management of the Company at the time
they were made, and involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance,
or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking information. Such factors include, among
others, risks relating to: the construction and operation of the
Company’s facilities may not occur as currently planned, or at all;
there is no guarantee that the Company will be able to complete the
acquisition of Stronghold Digital Mining, Inc. on the terms as
announced, or at all; expansion may not materialize as currently
anticipated, or at all; the digital currency market; the ability to
successfully mine digital currency; revenue may not increase as
currently anticipated, or at all; it may not be possible to
profitably liquidate the current digital currency inventory, or at
all; a decline in digital currency prices may have a significant
negative impact on operations; an increase in network difficulty
may have a significant negative impact on operations; the
volatility of digital currency prices; the anticipated growth and
sustainability of hydroelectricity for the purposes of
cryptocurrency mining in the applicable jurisdictions; the
inability to maintain reliable and economical sources of power for
the Company to operate cryptocurrency mining assets; the risks of
an increase in the Company’s electricity costs, cost of natural
gas, changes in currency exchange rates, energy curtailment or
regulatory changes in the energy regimes in the jurisdictions in
which the Company operates and the adverse impact on the Company’s
profitability; the ability to complete current and future
financings; the risk that a material weakness in internal control
over financial reporting could result in a misstatement of the
Company’s financial position that may lead to a material
misstatement of the annual or interim consolidated financial
statements if not prevented or detected on a timely basis; any
regulations or laws that will prevent Bitfarms from operating its
business; historical prices of digital currencies and the ability
to mine digital currencies that will be consistent with historical
prices; and the adoption or expansion of any regulation or law that
will prevent Bitfarms from operating its business, or make it more
costly to do so. For further information concerning these and other
risks and uncertainties, refer to the Company’s filings on
www.sedarplus.ca (which are also available on the website of the
U.S. Securities and Exchange Commission at www.sec.gov), including
the MD&A for the year-ended December 31, 2023, filed on March
7, 2024. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those expressed in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended, including factors that are currently unknown to or deemed
immaterial by the Company. There can be no assurance that such
statements will prove to be accurate as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
any forward-looking information. The Company undertakes no
obligation to revise or update any forward-looking information
other than as required by law.
Investor Relations Contacts:
Tracy KrummeSVP, Head of IR & Corp. Comms.+1
786-671-5638tkrumme@bitfarms.com
Media Contacts:
Québec: TactLouis-Martin Leclerc+1
418-693-2425lmleclerc@tactconseil.ca
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