Bitfarms Announces Pricing of Upsized US$500 Million of Convertible Senior Notes

Core Viewpoint - Bitfarms Ltd. has announced the pricing of a US$500 million offering of 1.375% convertible senior notes due 2031, with an option for initial purchasers to buy an additional US$88 million [1][2] Summary by Sections Convertible Notes Offering - The offering size was increased from the previously announced US$300 million to US$500 million, with a potential total of US$588 million if the option is fully exercised [1] - The offering is expected to close around October 21, 2025, subject to customary closing conditions [1] Terms of the Notes - The Convertible Notes will accrue interest at a rate of 1.375% per annum, payable semi-annually starting July 15, 2026, and will mature on January 15, 2031 [2] - The Company has the right to redeem the notes under certain conditions and must offer to repurchase them upon specific events [2] Conversion Features - The initial conversion rate is set at 145.6876 common shares per US$1,000 principal amount, equating to an initial conversion price of approximately US$6.86 per share, representing a 30% premium to the last reported price of US$5.28 [4] - The conversion rate may be adjusted under certain circumstances, and the Company can settle conversions in cash, shares, or a combination [4] Use of Proceeds - Net proceeds from the offering will be used for general corporate purposes and to cover costs associated with capped call transactions [5][7] Capped Call Transactions - The Company has entered into cash-settled capped call transactions to cover the number of common shares underlying the Convertible Notes, with a cap price of US$11.88 per share, a 125% premium to the last reported price [6][9] - These transactions aim to reduce potential economic dilution upon conversion of the notes [9] 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. [14][15]