Bitfarms Ltd.(“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, Bitfarms 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, Bitfarms 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.
Bitfarms intends to use the net proceeds of the ATM Program, if any, primarily on capital expenditures to support the growth and development of Bitfarms’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.
