Bitfarms Announces Pricing of Upsized US$500 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 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. 16, 2025 (GLOBE NEWSWIRE) -- Bitfarms Ltd. (NASDAQ/TSX: BITF), a North American energy and digital infrastructure company (“Bitfarms” or the “Company”), today announced that it has priced its offering of US$500 million aggregate principal amount of 1.375% convertible senior notes due 2031 (the “Convertible Notes”). Bitfarms has also granted 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$88 million aggregate principal amount of the Convertible Notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $300 million (or $360 million if the initial purchasers exercise their option to purchase the option in full). The offering is expected to close, subject to customary closing conditions (including receipt of Toronto Stock Exchange (“TSX”) approval), on or about October 21, 2025.

Description of Notes

The Convertible Notes will be senior unsecured obligations of the Company and will accrue interest at a rate of 1.375% per annum, 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. The Company will have the right to redeem the Convertible Notes in certain circumstances and will be required to offer to repurchase the Convertible Notes upon the occurrence of certain events.

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 business day immediately preceding the maturity date.

The Convertible Notes will have an initial conversion rate of 145.6876 common shares per US$1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of approximately US$6.86 per common share. The initial conversion rate represents a premium of approximately 30% to the last reported sale price of US$5.28 per common share on the Nasdaq on October 16, 2025. The conversion rate and conversion price will be subject to adjustment in certain circumstances. In addition, if certain corporate events occur or the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for any Convertible Notes converted in connection with such corporate event or notice or redemption. The Company may settle conversions of the Convertible Notes in cash, common shares or a combination of cash and common shares, at the Company's election.