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

Executive Summary

• Bitfarms Ltd. priced a $500 million aggregate principal amount of 1.375% convertible senior notes due 2031, with an additional optional up‑front purchase right for up to $88 million.
• The notes carry an initial conversion rate of 145.6876 shares per US$1,000 (≈ US$6.86 per share), representing a ~30% premium to the last reported market price and include cash‑settled capped call hedges at a 125% premium cap.
• Net proceeds will be used for general corporate purposes and to fund the cost of the capped‑call transactions that mitigate dilution on conversion.

Key Details

• Offering Size: $500 million principal amount; optional up‑front purchase right for an additional $88 million (total potential $588 million).
• Interest Rate: 1.375% per annum, payable semi‑annually (January 15 and July 15).
• Maturity / Redemption: Matures January 15, 2031; redeemable under specified events; convertible after October 15, 2030 subject to conditions, thereafter at holder’s option until the business day before maturity.
• Initial Conversion Rate: 145.6876 common shares per US$1,000 principal (≈ US$6.86 per share), ~30% premium to last reported price of US$5.28 on Oct 16, 2025.
• Conversion Price Adjustment: Subject to anti‑dilution adjustments; may increase if corporate events or redemption notices occur.
• Settlement Options: Cash, common shares, or a combination at Bitfarms’ election.
• Use of Proceeds: General corporate purposes and payment of cash‑settled capped call transactions.
• Capped Call Hedging:
• Cap price = US$11.88 per share (~125% premium to last reported price).
• Transactions designed to offset economic dilution on conversion or excess cash payments upon conversion.
• Additional capped calls may be entered into if the optional $88 million is exercised, funded by proceeds or existing cash.
• Closing: Expected on or about October 21, 2025, subject to customary conditions including TSX approval.
• Offering Restrictions: Notes offered only to “qualified institutional buyers” under Rule 144A (U.S.) and Canadian prospectus exemptions; not registered in the U.S. or Canada.

Notable Quotes

(No direct quotes were provided in the release.)