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

Core Viewpoint - Bitfarms Ltd. plans to offer US$300 million in convertible senior notes due 2031, with an option for initial purchasers to buy an additional US$60 million, subject to market conditions and Toronto Stock Exchange approval [1][10]. Summary by Sections Description of Notes - The convertible notes will be senior unsecured obligations, accruing interest semi-annually starting July 15, 2026, and maturing on January 15, 2031. They will be convertible under specific conditions before October 15, 2030, and at the holder's option thereafter [2][3]. Use of Proceeds - Net proceeds from the offering will be used for general corporate purposes and to cover costs associated with capped call transactions [4]. Capped Call Transactions - Bitfarms plans to enter into cash-settled capped call transactions to mitigate potential economic dilution from the convertible notes. These transactions will cover the number of common shares underlying the notes, with a cap targeted at a 125% premium to the last reported sale price of Bitfarms' common shares [5][6]. Market Impact - The capped call counterparties may engage in purchasing common shares or entering derivative transactions, which could influence the market price of the common shares and convertible notes [8]. Regulatory Compliance - The convertible notes and the common shares will not be registered under the U.S. Securities Act and will be offered only to qualified institutional buyers. Offers in Canada will be made under exemptions from prospectus requirements [9][10]. Company Overview - Bitfarms is a North American energy and digital infrastructure company focused on building and operating data centers for high-performance computing and Bitcoin mining, with a significant portion of its energy pipeline based in the U.S. [12][13].