Bitfarms Announces Closing of US$500 Million of Convertible Senior Notes

• Opportunistic capital raise for general corporate purposes
• Bitfarms used cash on hand to purchase 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. 21, 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 closed its offering of US$588 million aggregate principal amount of 1.375% convertible senior notes due 2031 (the “Convertible Notes”), which includes the exercise in full of the $88 million option granted to the initial purchasers of the Convertible Notes.

“I am happy to announce our tremendous success as a first-time issuer in the convertible bond market,” said Ben Gagnon, CEO. “We were able to upsize the deal while improving on pricing, preserving upside and minimizing potential economic dilution through a 125% capped call, and introduce many high-quality institutional partners into our cap table. The funds raised through these Convertible Notes have strengthened our balance sheet with cash, Bitcoin, and remaining funds available to draw under the Macquarie project facility to over US$1 billion. We now have the financial firepower and flexibility to move forward at full speed with our HPC/AI infrastructure developments in North America. I would like to thank everyone who participated in the deal – we look forward to working together as we execute on our exciting infrastructure pipeline.”

Summary of the Offering

• Approximately US$568 million in net proceeds to Bitfarms, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses, but before deducting the cost of the capped call transactions.
• Interest coupon 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 initial conversion rate for the Notes is 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 (approximately 30% premium to the last reported sale price of US$5.28 per common share on the Nasdaq on October 16, 2025).
• Bitfarms may settle conversions of the Convertible Notes in cash, common shares or a combination of cash and common shares, at its election. Bitfarms 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 scheduled trading day immediately preceding the maturity date.
• The Convertible Notes will mature on January 15, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms.
• Bitfarms intends to use the net proceeds from the offering for general corporate purposes. Additionally, the Company used cash on hand to pay the cost of the capped call transactions.
• The cap price of the capped call transactions is initially US$11.88 per common share, which represents a premium of 125% to the last reported sale price of US$5.28 per common share on the Nasdaq on October 16, 2025, and will be subject to customary anti-dilution adjustments under the terms of the capped call transactions.

Additional Information