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

Executive Summary

• Bitfarms Ltd. announced a proposed private placement of up to US$300 million of senior unsecured convertible notes due 2031, with an optional additional US$60 million for a total potential aggregate principal of US$360 million.
• The net proceeds are intended for general corporate purposes and to fund cash‑settled capped‑call transactions designed to limit economic dilution on conversion, targeting a cap of 125 % of the last reported Nasdaq price of Bitfarms’ common shares at pricing.
• The offering is subject to market conditions, TSX and Nasdaq approvals, and will be made only to qualified institutional buyers under Rule 144A (U.S.) and applicable Canadian exemptions.

Key Details

• Offering Size: Up to US$300 million aggregate principal amount of convertible senior notes; optional up‑to‑US$60 million additional tranche.
• Interest & Maturity: Semi‑annual interest payable on Jan 15 and Jul 15 each year, beginning 15 Jul 2026; maturity on 15 Jan 2031 (unless earlier repurchased, redeemed or converted).
• Conversion Mechanics:
• Prior to 15 Oct 2030 – conversion only upon satisfaction of certain conditions and during specified periods.
• After 15 Oct 2030 – convertible at holder’s option at any time up to the second scheduled trading day before maturity.
• Convertible into cash, common shares, or a combination thereof at Bitfarms’ election; initial conversion rate, interest rate and other terms to be set at pricing.
• Use of Proceeds:
• General corporate purposes.
• Funding cash‑settled capped‑call transactions that hedge dilution on conversion, with a cap targeted at 125 % premium to the last reported Nasdaq price on the pricing date.
• Capped Call Transactions:
• Private, cash‑settled agreements with initial note purchasers or affiliates.
• Designed to reduce economic dilution and offset any excess cash payments upon conversion.
• Counterparties may purchase common shares or enter into derivative transactions concurrent with or shortly after pricing; subsequent hedging activity could affect market prices of the notes and underlying shares.
• Offering Conditions:
• Subject to receipt of all necessary approvals (TSX, Nasdaq, etc.).
• Offered only to “qualified institutional buyers” under Rule 144A (U.S.) and pursuant to Canadian prospectus exemptions.
• The notes and any resulting common shares will not be registered in the U.S.; sales in the U.S. require registration or an applicable exemption.
• Legal & Regulatory:
• Statutory hold period applies to the notes and underlying shares.
• Offering relies on TSX manual Section 602.1 exemption for eligible interlisted issuers.

Notable Quotes

(No direct executive quotes were included in the release.)