6-K
Keel Infrastructure Corp. (KEEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-40370
BITFARMS LTD.
(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto,Ontario, Canada M5C 1T4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
DOCUMENTS INCLUDED AS PART OFTHIS FORM 6-K
On March 3, 2025, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + (SEDAR +) a material change report that includes a copy of a press release, a copy of which is attached hereto as Exhibit 99.1, which is incorporated by reference into the Registration Statements of Bitfarms Ltd. on Form F-10 (File No. 333-272989), Form S-8 (File No. 333-278868) and Form F-4 (File No. 333-282657), each as amended or supplemented.
See the Exhibits listed below.
| Exhibits | |
|---|---|
| Exhibit No. | Description |
| 99.1 | Material Change Report dated March 3, 2025 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BITFARMS LTD. | |||
|---|---|---|---|
| By: | /s/ Ben Gagnon | ||
| Name: | Ben Gagnon | ||
| Title: | Chief Executive Officer | ||
| Date: March 4, 2025 |
Exhibit 99.1
FORM 51-102F3MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
|---|
Bitfarms Ltd. (“Bitfarms” or the “Company”)
110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4
| Item 2 | Date of Material Change |
|---|
March 3, 2025
| Item 3 | News Release |
|---|
The press release attached as Schedule “A” was released on March 3, 2025 by a newswire company in Canada.
| Item 4 | Summary of Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 5 | Full Description of Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| Item 7 | Omitted Information |
|---|
Not applicable.
| Item 8 | Executive Officer |
|---|
Ben Gagnon
Chief Executive Officer
Bitfarms Ltd.
Bgagnon@bitfarms.com
| Item 9 | Date of Report |
|---|
March 3, 2025.
Schedule “A”
Bitfarms Provides February 2025 Productionand Operations Update
Operational hashrate of 16.1 EH/s –
Acquisition of Stronghold Digital Mining & sale of Yguazu site on track for Q1 2025 close –
-Appoints Craig Hibbard to SVP of Infrastructure-
This news release constitutes a “designated news release”for the purposes of the Company’s second amended and restated prospectus supplement dated December 17, 2024, to its short form baseshelf prospectus dated November 10, 2023.
Toronto, Ontario (March3, 2025) - Bitfarms Ltd. (NASDAQ/TSX: BITF), a global Bitcoin and vertically integrated data center company, today issued its latest monthly production report. All financial references are in U.S. dollars.
CEO Ben Gagnon stated, “We are on track to close our acquisition of Stronghold Digital Mining (“Stronghold”) following the recent successful shareholder vote which Stronghold shareholders voted overwhelmingly in support. Combined with the strategic sale of our 200 MW Yguazu, Paraguay data center, also on track for a Q1 2025 close, these accretive transactions will improve our energy portfolio and transform Bitfarms into a North American energy and compute infrastructure company with lower-cost energy and high-quality assets, suitable for both HPC/AI and Bitcoin mining.
“In addition, I am thrilled to welcome our new SVP of Infrastructure, Craig Hibbard. Craig joins us from Mawson Infrastructure Group where he was Chief Development Officer. He has over 25 years of experience leading large-scale real estate development projects, including the recent rapid design and construction of over 200 MW of digital infrastructure for a U.S. firm specializing in digital assets and HPC/AI. Based in Pennsylvania, Craig will play a critical role in managing infrastructure development for our rapidly expanding PJM portfolio and advancing our HPC/AI business.”
SVP of Global Mining Operations Alex Brammer said, “During February we grew our operational hashrate 6% to 16.1 EH/s and grew our average operational hashrate 20% to 13.4 EH/s, achieving new all-time highs in three out of four countries. This growth will continue as we deploy miners in the U.S. and Argentina and optimize performance across all of our data centers.”
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February 2025 Select Operating Highlights
| Key Performance Indicators | February<br><br> 2025 | January<br><br> 2025 | ||
|---|---|---|---|---|
| Total BTC earned | 213 | 201 | ||
| Month End Operating EH/s | 16.1 | 15.2 | ||
| BTC/Avg. EH/s | 16 | 18 | ||
| Average Operating EH/s | 13.4 | 11.2 | ||
| Energized Capacity (MW) | 437 | 437 | ||
| Hydropower (MW) | 256 | 256 | ||
| Watts/Terahash Efficiency (w/TH) | 20 | 20 | ||
| BTC Sold | 75 | 42 | ||
| ● | 16.1<br> EH/s operational at February 28, 2025, up 6% M/M. | |||
| --- | --- | |||
| ● | 13.4 EH/s<br> average operational, up 20% M/M. | |||
| ● | 16 BTC/average<br> EH/s, 11% lower M/M. | |||
| ● | 213 BTC<br> earned, 6% higher M/M. | |||
| ● | 7.6 BTC<br> earned daily on average, equal to ~$638,400 per day based on a BTC price of $84,000 at February<br> 28, 2025. |
February2025 Financial Update
| ● | Sold<br> 75 of the 213 BTC earned as part of the Company’s regular treasury management practice<br> for total proceeds of $6.5 million. |
|---|---|
| ● | Added<br> 108 BTC, bringing Treasury to 1,260 BTC, up from 1,152 BTC last month and representing $105.8<br> million based on the Bitcoin price of $84,000 at February 28, 2025. This includes the transfer<br> of 30 BTC to a third party as collateral for active option contracts during the month. |
UpcomingConferences and Events
| ● | March<br> 12, 2025: Cantor Fitzgerald Global Technology Conference (NYC) |
|---|---|
| ● | March<br> 17-18, 2025: 37^th^ Annual ROTH Conference (Dana Point, CA) |
| --- | --- |
AboutBitfarms Ltd.
Founded in 2017, Bitfarms is a global vertically integrated Bitcoin data center company that sells its computational power to one or more mining pools from which it receives payment in Bitcoin. Bitfarms develops, owns, and operates vertically integrated mining facilities with in-house management and company-owned electrical engineering, installation service, and multiple onsite technical repair centers.
Bitfarms currently has 13 operating Bitcoin data centers, as well as hosting agreements with two data centers, in four countries: Canada, the United States, Paraguay, and Argentina. Powered predominantly by environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed to using sustainable and often underutilized energy infrastructure.
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To learn more about Bitfarms’ events, developments, and online communities:
www.bitfarms.com
https://www.facebook.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/
Glossary of Terms
| ● | Y/Y or M/M= year over year or month over month |
|---|---|
| ● | BTC or BTC/day = Bitcoin or Bitcoin per day |
| ● | EH or EH/s = Exahash or exahash per second |
| --- | --- |
| ● | MW or MWh = Megawatts or megawatt hour |
| --- | --- |
| ● | GW or GWh= Gigawatts or gigawatt hour |
| --- | --- |
| ● | w/TH = Watts/Terahash efficiency (includes cost of powering supplementary equipment) |
| --- | --- |
| ● | HPC/AI = High Performance Computing / Artificial Intelligence |
| --- | --- |
| ● | Energized capacity= Power available |
| --- | --- |
| ● | Operational capacity= Power and infrastructure being used for current operations |
| --- | --- |
| ● | PJM= Pennsylvania- New Jersey- Maryland Interconnection LLC |
| --- | --- |
Forward-LookingStatements
Thisnews release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-lookinginformation”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safeharbors under Canadian and United States securities laws. The statements and information in this release regarding projected growth, targethashrate, opportunities relating to the Company’s geographical diversification and expansion, the merits of the rebalancing operationsto North America and projected growth, the North American energy and compute infrastructure strategy, deployment of miners as well asthe timing therefor, closing of the Stronghold acquisition on a timely basis and on the terms as announced, the positive impact of theStronghold acquisition and the ability to gain access to additional electrical power and grow hashrate of the Stronghold business, thesale of the Yguazu, Paraguay Site and the reinvestment of the proceeds of the sale for growth, opportunities relating to the potentialof the Company’s data centers for HPC/AI, performance of the plants and equipment upgrades and the impact on operating capacityincluding the target hashrate and multi-year expansion capacity, the opportunities to leverage Bitfarms’ proven expertise to successfullyenhance energy efficiency and hashrate, the benefits of diversification and other statements regarding future growth, plans and objectivesof the Company are forward-looking information. Any statements that involve discussions with respect to predictions, expectations, beliefs,plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”,or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”,“budget”, “scheduled”, “forecasts”, “estimates”, “prospects”, “believes”or “intends” or variations of such words and phrases or stating that certain actions, events or results “may”or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statementsof historical fact and may be forward-looking information and are intended to identify forward-looking information.
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Thisforward-looking information is based on assumptions and estimates of management of the Company at the time they were made, and involvesknown and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Companyto be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.Such factors include, among others, risks relating to: the construction and operation of the Company’s facilities may not occuras currently planned, or at all; there is no guarantee that the Company will be able to complete the acquisition of Stronghold DigitalMining, Inc. or the sale of the Yguazu, Paraguay Site on the terms as announced, or at all; expansion may not materialize as currentlyanticipated, or at all; the anticipated merits of the HPC/AI strategy, the benefits and programs of the PJM deregulated market and theobjectives of diversification in general may not be realized as planned; efforts to improve and optimize the performance of equipmentmay not be successful; the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currentlyanticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline indigital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significantnegative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricityfor the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources ofpower for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company’s electricity costs, costof natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictionsin which the Company operates and the adverse impact on the Company’s profitability; futurecapital needs and the ability to complete current and future financings, including Bitfarms’ ability to utilize an at-the-marketoffering program ( “ATM Program”) and the prices at which securities may be sold in such ATM Program, as well as capital marketconditions in general; share dilution resulting from an ATM Program and from other equity issuances; therisk that a material weakness in internal control over financial reporting could result in a misstatement of the Company’s financialposition that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detectedon a timely basis; any regulations or laws that will prevent Bitfarms from operating itsbusiness; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices;and the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costlyto do so. For further information concerning these and other risks and uncertainties, refer to the Company’s filings on www.sedarplus.ca(which are also available on the website of the U.S. Securities and Exchange Commission at www.sec.gov), including the restated MD&Afor the year-ended December 31, 2023, filed on December 9, 2024. Although the Company has attempted to identify important factors thatcould cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that causeresults not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by the Company.There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially fromthose anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. The Companyundertakes no obligation to revise or update any forward-looking information other than as required by law . Tradingin the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatoryauthority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securitiesexchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Additional Informationabout the Stronghold Acquisition and Where to Find It
This communicationrelates to a proposed merger between Stronghold and Bitfarms. In connection with the proposed merger, Bitfarms has filed the registrationstatement with the SEC. After the registration statement is declared effective, Stronghold will mail the proxy statement/prospectus toits shareholders. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other relevantdocuments Bitfarms and Stronghold has filed or will file with the SEC. Investors are urged to read the proxy statement/prospectus(including all amendments and supplements thereto) and other relevant documents filed with the SEC carefully and in their entirety ifand when they become available because they will contain important information about the proposed merger and related matters.
Investors may obtainfree copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by Bitfarms and Strongholdwith the SEC, when they become available, through the website maintained by the SEC at www sec.gov. Copies of the documents may also beobtained for free from Bitfarms by contacting Bitfarms’ Investor Relations Department at investors@bitfarms.com and from Stronghold bycontacting Stronghold’s Investor Relations Department at SDIG@gateway-grp.com.
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No Offer or Solicitation
This communicationis not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities orany proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale wouldbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall bedeemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participantsin Solicitation Relating to the Stronghold Acquisition
Bitfarms, Stronghold,their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation ofproxies from Stronghold’s shareholders in respect of the proposed merger. In connection with the proposed merger, Bitfarms has filed withthe SEC a registration statement on Form F-4 on December 19, 2024, which includes a proxy statement of Stronghold that also constitutesa prospectus of Bitfarms. This communication may be deemed to be solicitation material in respect of the proposed merger. Additional informationregarding the interests of such potential participants, including their respective interests by security holdings or otherwise, will beset forth in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger ifand when they become available. These documents are available free of charge on the SEC’s website and from Bitfarms using the sourcesindicated above.
Investor RelationsContact:
Bitfarms
Tracy Krumme
SVP, Head of IR & Corp. Comms.
+1 786-671-5638
tkrumme@bitfarms.com
Media Contact:
Bitfarms
Caroline Brady Baker
Director, Communications
cbaker@bitfarms.com
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