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

• Opportunistic capital raise for general corporate purposes 
• Either net proceeds from this offering or cash on hand to be used to purchase cash-settled capped calls to offset economic dilution up to a targeted cap of 125% premium to the last reported sale price of Bitfarms’ common shares on Nasdaq on the date of pricing

TORONTO, Ontario and NEW YORK, Oct. 15, 2025 (GLOBE NEWSWIRE) -- Bitfarms Ltd. (NASDAQ/TSX: BITF), a North American energy and digital infrastructure company (“Bitfarms” or the “Company”), today announced that it intends to offer US$300 million aggregate principal amount of convertible senior notes due 2031 (the “Convertible Notes”). Bitfarms also expects to grant the initial purchasers of the Convertible Notes an option to purchase, for a 13-day period beginning on and including the date on which the Convertible Notes are first issued, up to an additional US$60 million aggregate principal amount of the Convertible Notes. The offering is subject to market and other conditions (including receipt of Toronto Stock Exchange approval), and there can be no assurance as to whether, when or on what terms the offering may be completed.

Description of Notes

The Convertible Notes will be senior unsecured obligations of the Company and will accrue interest at a rate payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. The Convertible Notes will mature on January 15, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to October 15, 2030, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at the option of holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The Convertible Notes will be convertible into cash, common shares of the Company (“common shares”) or a combination of cash and common shares, at the Company's election. The initial conversion rate, interest rate and other terms of the Convertible Notes will be determined at the time of pricing in negotiations with the initial purchasers of the Convertible Notes.

Use of Proceeds

The Company intends to use the net proceeds from the offering for general corporate purposes. Additionally, the Company intends to use either net proceeds from this offering or cash on hand to pay the cost of the capped call transactions described below.