Keel Infrastructure Corp 6-K, filed Nov 7, 2023

Keel Infrastructure Corp. (KEEL)

6-K 2023-11-07 For: 2023-11-07

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Added on April 06, 2026

About this 6-K

Keel Infrastructure Corp filed this 6-K on November 7, 2023.

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Exhibit No.		Description
99.1		Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023.
99.2		Management’s Discussion & Analysis for the three and nine months ended September 30, 2023.
99.3		CEO Certification of Interim Filings - Interim Certificate dated November 7, 2023.
99.4		CFO Certification of Interim Filings - Interim Certificate dated November 7, 2023.
99.5		Material Change Report dated November 7, 2023.

BITFARMS LTD.

By:	/s/ L. Geoffrey Morphy
	Name:	L. Geoffrey Morphy
	Title:	President and Chief Executive Officer

		Page
	Financial Statements
	Interim Consolidated Statements of Financial Position	3
	Interim Consolidated Statements of Profit or Loss and Comprehensive Profit or Loss	4
	Interim Consolidated Statements of Changes in Equity	5
	Interim Consolidated Statements of Cash Flows	6

	Notes to the Interim Condensed Consolidated Financial Statements
1.	Nature of Operations	7
2.	Liquidity	8
3.	Basis of Presentation and Significant Accounting Policies	9
4.	Significant Accounting Judgments and Estimates	10
5.	Acquisitions of Assets	11
6.	Other Assets	12
7.	Digital Assets	13
8.	Impairment	14
9.	Property, Plant and Equipment	15
10.	Intangible Assets	17
11.	Long-term Deposits, Equipment Prepayments, Commitments and Other	18
12.	Trade Payables and Accrued Liabilities	18
13.	Long-term Debt	19
14.	Leases	21
15.	Income Taxes	22
16.	Asset Retirement Provision	23
17.	Share Capital	23
18.	Financial Instruments	25
19.	Transactions and Balances with Related Parties	26
20.	Net Earnings (Loss) Per Share	27
21.	Share-based Payment	27
22.	Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss	29
23.	Geographical Information	31
24.	Additional Details to the Statements of Cash Flows	32

		As of September 30,			As of December 31,
	Notes	2023			2022
Assets
Current
Cash			46,775			30,887
Trade receivables			1,157			701
Other assets	6		7,102			4,512
Short-term prepaid deposits	8		4,180			12,921
Taxes receivable			4,324			12,142
Digital assets	7		16,809			4,635
Digital assets - pledged as collateral	7, 13		2,166			2,070
Assets held for sale			1,220			1,220
			83,733			69,088
Non-current
Property, plant and equipment	9, 23		203,452			219,428
Right-of-use assets	14		15,108			16,364
Long-term deposits, equipment prepayments and other	11		26,683			38,185
Intangible assets	10		3,821			33
Total assets			332,797			343,098
Liabilities
Current
Trade payables and accrued liabilities	12		16,659			20,541
Current portion of long-term debt	13		9,913			43,054
Current portion of lease liabilities	14		3,114			3,649
			29,686			67,244
Non-current
Long-term debt	13		108			4,093
Lease liabilities	14		13,168			14,215
Asset retirement provision	16		2,335			1,979
Total liabilities			45,297			87,531
Shareholders’ equity
Share capital			499,678			429,120
Contributed surplus			71,983			65,512
Accumulated deficit			(284,161	)		(239,065	)
Total equity			287,500			255,567
Total liabilities and equity			332,797			343,098

November 6, 2023		*/s/ Nicolas Bonta*		*/s/ Geoffrey Morphy*		*/s/ Jeffrey Lucas*
Date of approval of the financial statements		Chairman of the Board of Directors		President & Chief Executive Officer		Chief Financial Officer

		Three months ended September 30,						Nine months ended September 30,
	Notes	2023			2022			2023			2022
Revenues	7, 23		34,596			33,247			100,125			115,391
Cost of revenues	22		43,462			37,186			123,384			92,789
Gross (loss) profit			(8,866	)		(3,939	)		(23,259	)		22,602

Operating expenses
General and administrative expenses	22		8,372			10,299			25,887			39,534
Realized loss on disposition of digital assets	7		—			44,329			—			122,243
(Reversal of) revaluation loss on digital assets	7		1,183			(45,655	)		(1,512	)		21,118
Loss on disposition of property, plant and equipment			217			756			1,776			1,692
Impairment on short-term prepaid deposits, equipment and construction prepayments, property, plant and equipment and right-of-use assets	8		—			84,116			9,982			84,116
Impairment on goodwill	8		—			—			—			17,900
Operating loss			(18,638	)		(97,784	)		(59,392	)		(264,001	)
Net financial income	22		(336	)		(8,251	)		(12,706	)		(24,191	)
Net loss before income taxes			(18,302	)		(89,533	)		(46,686	)		(239,810	)
Income tax expense (recovery)	15		401			(4,725	)		(23	)		(17,603	)
Net loss			(18,703	)		(84,808	)		(46,663	)		(222,207	)

Other comprehensive income (loss)
Item that will not be reclassified to profit or loss:
Change in revaluation surplus - digital assets, net of tax	7		(824	)		—			1,567			—
Total comprehensive loss, net of tax			(19,527	)		(84,808	)		(45,096	)		(222,207	)

Loss per share	20
Basic and diluted			(0.07	)		(0.40	)		(0.19	)		(1.09	)
Weighted average number of common shares outstanding	20
Basic and diluted			273,907,000			210,378,000			251,010,000			203,839,000

	Notes	Number of shares		Share capital			Contributed surplus			Retained earnings (accumulated deficit)			Revaluation surplus			Total equity
Balance as of January 1, 2023			224,200,000		429,120			65,512			(239,065	)		—			255,567
Net loss			—		—			—			(46,663	)		—			(46,663	)
Change in revaluation surplus - digital assets, net of tax			—		—			—			—			1,567			1,567
Total comprehensive loss, net of tax			—		—			—			(46,663	)		1,567			(45,096	)

Transfer of revaluation surplus on disposal of digital assets to retained earnings, net of tax			—		—			—			1,567			(1,567	)		—
Share-based payment	21		—		—			7,009			—			—			7,009
Issuance of common shares	17		52,942,000		69,858			—			—			—			69,858
Settlement of restricted share units	21		142,000		405			(405	)		—			—			—
Exercise of stock options	21		400,000		295			(133	)		—			—			162
Balance as of September 30, 2023			277,684,000		499,678			71,983			(284,161	)		—			287,500

Balance as of January 1, 2022			194,806,000		378,893			43,704			(15	)		—			422,582
Net loss			—		—			—			(222,207	)		—			(222,207	)
Share-based payment	21		—		—			17,993			—			—			17,993
Issuance of common shares and warrants	17		20,835,000		48,506			35			—			—			48,541
Deferred tax expense related to equity issuance costs	15		—		(3,895	)		—			—			—			(3,895	)
Exercise of stock options	21		70,000		42			(15	)		—			—			27
Balance as of September 30, 2022			215,711,000		423,546			61,717			(222,222	)		—			263,041

		Nine months ended September 30,
	Notes	2023			2022
Cash flows from operating activities
Net loss			(46,663	)		(222,207	)
Adjustments for:
Depreciation and amortization	22		62,995			51,643
Impairment on short-term prepaid deposits, equipment and construction prepayments, property, plant and equipment and right-of-use assets	8		9,982			84,116
Impairment on goodwill	8		—			17,900
Net financial income	22		(12,706	)		(24,191	)
Digital assets earned	7		(96,350	)		(113,049	)
Proceeds from sale of digital assets earned	7		87,724			104,988
Realized loss on disposition of digital assets	7		—			122,243
(Reversal of) revaluation loss on digital assets	7		(1,512	)		21,118
Share-based payment	21		7,009			17,993
Income tax expense (recovery)	15		(23	)		(17,603	)
Loss on disposition of property, plant and equipment			1,776			1,692
Interest and financial expenses paid			(7,922	)		(14,139	)
Income taxes refunded (paid)			7,275			(14,931	)
Changes in non-cash working capital components	24		(1,557	)		(12,404	)
Net change in cash related to operating activities			10,028			3,169

Cash flows used in investing activities
Purchase of property, plant and equipment			(43,576	)		(116,217	)
Proceeds from sale of property, plant and equipment			2,884			4,790
Purchase of marketable securities	22		(33,759	)		(127,916	)
Proceeds from disposition of marketable securities	22		45,005			172,248
Acquisitions of assets	5		(2,394	)		—
Purchase of digital assets	7		—			(43,237	)
Proceeds from sale of digital assets purchased	7		—			20,682
Equipment and construction prepayments and other			(3,533	)		(54,891	)
Net change in cash related to investing activities			(35,373	)		(144,541	)

Cash flows from financing activities
Issuance of common shares	17		68,504			48,506
Repayment of long-term debt	13		(24,601	)		(23,174	)
Proceeds from long-term debt	13		—			67,168
Repayment of lease liabilities	14		(2,852	)		(4,122	)
Exercise of stock options	17, 21		162			27
Proceeds from credit facility			55			40,000
Repayment of credit facility			—			(76,863	)
Net change in cash related to financing activities			41,268			51,542

Net increase (decrease) in cash			15,923			(89,830	)
Cash, beginning of the period			30,887			125,595
Exchange rate differences on currency translation			(35	)		49
Cash, end of the period			46,775			35,814

	Term	Definition
1	Backbone	Backbone Hosting Solutions Inc.
2	Volta	9159-9290 Quebec Inc.
3	Backbone Argentina	Backbone Hosting Solutions SAU
4	Backbone Paraguay	Backbone Hosting Solutions Paraguay SA
5	Backbone Mining	Backbone Mining Solutions LLC
6	BTC	Bitcoin
7	BVVE	Blockchain Verification and Validation Equipment (primarily Miners)
8	CAD	Canadian Dollars
9	USD	U.S. Dollars
10	ARS	Argentine Pesos

		As of July 5,
	Notes	2023

Purchase price
Cash consideration			610
Value of 821,000 common shares transferred at closing			1,354
Transaction costs			218
			2,182

Net assets acquired
Security deposits			241
Leasehold improvements			7
Trade payables and accrued liabilities			(174	)
Customer deposit			(207	)
Intangible - access rights to electricity	10		2,315
			2,182

	Notes	Villarrica		Yguazu

Purchase price
Cash consideration paid at closing			95		250
Cash consideration payable			1,000		200
Transaction costs			17		4
			1,112		454

Net assets acquired
Cash, cash equivalent and other current assets			17		27
Property, plant and equipment			30		6
Intangible - access rights to electricity	10		1,065		421
			1,112		454

	Three months ended September 30,
	2023						2022
	Quantity			Value			Quantity			Value
Balance of digital assets including digital assets pledged as collateral as of July 1,		549			16,734			3,144			62,204
BTC earned*		1,172			32,899			1,515			32,276
BTC exchanged for cash and services		(1,018	)		(28,354	)		(2,595	)		(55,695	)
Realized loss on disposition of digital assets**		—			(425	)		—			(44,329	)
Change in unrealized gain (loss) on revaluation of digital assets**		—			(1,879	)		—			45,655
Balance of digital assets including digital assets pledged as collateral as of September 30,		703			18,975			2,064			40,111
Less digital assets pledged as collateral as of September 30,***		(80	)		(2,166	)		(1,724	)		(33,496	)
Balance of digital assets excluding digital assets pledged as collateral as of September 30,		623			16,809			340			6,615

	Nine months ended September 30,
	2023						2022
	Quantity			Value			Quantity			Value
Balance of digital assets including digital assets pledged as collateral as of January 1,		405			6,705			3,301			152,856
BTC earned*		3,692			96,350			3,733			113,049
BTC purchased		—			—			1,000			43,237
BTC exchanged for cash and services		(3,394	)		(87,724	)		(5,970	)		(125,670	)
Realized gain (loss) on disposition of digital assets**		—			1,272			—			(122,243	)
Change in unrealized gain (loss) on revaluation of digital assets**		—			2,372			—			(21,118	)
Balance of digital assets including digital assets pledged as collateral as of September 30,		703			18,975			2,064			40,111
Less digital assets pledged as collateral as of September 30,***		(80	)		(2,166	)		(1,724	)		(33,496	)
Balance of digital assets excluding digital assets pledged as collateral as of September 30,		623			16,809			340			6,615

	Notes	BVVE and electrical components			Mineral assets			Land and buildings			Leasehold improvements			Vehicles			Total
Cost
Balance as of January 1, 2023			308,205			9,000			4,392			45,278			1,082			367,957
Additions			57,614			—			456			5,112			200			63,382
Additions related to asset acquisitions	5		13			—			—			30			—			43
Dispositions			(6,410	)		(9,000	)		—			(5	)		(74	)		(15,489	)
Transfer to assets held for sale			(5,695	)		—			—			—			—			(5,695	)
Balance as of September 30, 2023			353,727			—			4,848			50,415			1,208			410,198

Accumulated Depreciation
Balance as of January 1, 2023			120,097			6,000			270			21,636			526			148,529
Depreciation			57,778			—			114			2,498			132			60,522
Dispositions			(5,094	)		(9,000	)		—			(5	)		(56	)		(14,155	)
Transfer to assets held for sale			(4,938	)		—			—			—			—			(4,938	)
Impairment	8		—			3,000			—			—			—			3,000
Impairment on deposits transferred to PPE			13,319			—			—			469			—			13,788
Balance as of September 30, 2023			181,162			—			384			24,598			602			206,746

Net book value as of September 30, 2023			172,565			—			4,464			25,817			606			203,452

			BVVE and electrical components			Mineral assets			Land and buildings			Leasehold improvements			Vehicles			Total
Cost
Balance as of January 1, 2022			156,647			9,000			4,549			5,783			547			176,526
Measurement period adjustment to business combination			(1,127	)		—			(18	)		—			—			(1,145	)
Additions			164,437			—			3,239			39,495			552			207,723
Dispositions			(3,609	)		—			(3,378	)		—			(17	)		(7,004	)
Transfer to assets held for sale			(8,143	)		—			—			—			—			(8,143	)
Balance as of December 31, 2022			308,205			9,000			4,392			45,278			1,082			367,957

Accumulated Depreciation
Balance as of January 1, 2022			35,766			1,800			286			1,560			264			39,676
Depreciation			66,319			—			193			1,703			124			68,339
Dispositions			(2,562	)		—			(366	)		—			(13	)		(2,941	)
Transfer to assets held for sale			(6,040	)		—			—			—			—			(6,040	)
Impairment			24,820			4,200			157			13,107			151			42,435
Impairment on deposits transferred to PPE			1,794			—			—			5,266			—			7,060
Balance as of December 31, 2022			120,097			6,000			270			21,636			526			148,529

Net book value as of December 31, 2022			188,108			3,000			4,122			23,642			556			219,428

	MicroBT Whatsminer*			Bitmain S19j Pro		Innosilicon T3 & T2T**			Bitmain S19XP			Total
Quantity as of January 1, 2023		45,375			7,172		5,711			—			58,258
Additions		7,735			9,289		—			409			17,433
Dispositions		(1,380	)		—		(2,591	)		(409	)		(4,380	)
Quantity as of September 30, 2023		51,730			16,461		3,120			—			71,311
Classified as assets held for sale		(1,132	)		—		(3,120	)		—			(4,252	)
Presented as property, plant and equipment		50,598			16,461		—			—			67,059

	MicroBT Whatsminer*			Bitmain S19j Pro		Innosilicon T3 & T2T**			Canaan Avalon A10			Bitmain S19XP			Other Bitmain Antminers***			Total
Quantity as of January 1, 2022		18,675			7,172		6,446			1,024			—			8,073			41,390
Additions		28,499			—		—			—			801			—			29,300
Dispositions		(1,799	)		—		(735	)		(1,024	)		(801	)		(8,073	)		(12,432	)
Quantity as of December 31, 2022		45,375			7,172		5,711			—			—			—			58,258
Classified as assets held for sale		(2,512	)		—		(1,272	)		—			—			—			(3,784	)
Presented as ROU asset****		(3,000	)		—		—			—			—			—			(3,000	)
Presented as property, plant and equipment		39,863			7,172		4,439			—			—			—			51,474

	Notes	Systems software		Access rights to electricity		Favorable lease		Total
Cost
Balance as of January 1, 2023			5,150		—		2,000		7,150
Additions related to asset acquisitions	5		—		3,801		—		3,801
Additions			20		—		—		20
Balance as of September 30, 2023			5,170		3,801		2,000		10,971

Accumulated amortization
Balance as of January 1, 2023			5,117		—		2,000		7,117
Amortization			17		16		—		33
Balance as of September 30, 2023			5,134		16		2,000		7,150

Net book value as of September 30, 2023			36		3,785		—		3,821

Acquisitions	Additions to intangibles		Additional capacity	Term of contractual access rights	Amortization method and period
Baie-Comeau, Quebec		2,315	22 MW	No termination date	Straight-line over the lease term of the facility
Villarrica, Paraguay		1,065	50 MW	Ending in December 31, 2027	Straight-line over the access rights period
Yguazu, Paraguay		421	100 MW	Ending in December 31, 2027	Straight-line over the access rights period
		3,801	172 MW

	As of September 30,			As of December 31
	2023			2022
	nine-month period			twelve-month period
Balance as of January 1,		47,147			11,167
Issuance of long-term debt		55			67,201
Payments		(27,006	)		(38,532	)
Gain on extinguishment of long-term debt		(12,580	)		—
Interest on long-term debt		2,405			7,311
Balance as of period end		10,021			47,147

		Maturity date		Stated rate				Effective rate*				Monthly repayment ($)				Long-term debt balance ($)				NBV of Collateral ($)				Collateral**
NYDIG Loan		February 2024			12.0	%			14.4	%			2,043				9,875				24,921				10,395

	Leased premises			Vehicles			Other equipment			Total ROU assets			Lease liabilities
As of January 1, 2023		15,694			265			405			16,364			17,864
Additions and extensions to ROU assets		1,019			509			—			1,528			1,527
Reclass to property, plant and equipment		—			—			(364	)		(364	)		—
Depreciation		(2,198	)		(155	)		(26	)		(2,379	)		—
Lease termination		—			(41	)		—			(41	)		(23	)
Payments		—			—			—			—			(3,905	)
Gain on extinguishment of lease liabilities		—			—			—			—			(255	)
Interest		—			—			—			—			1,053
Foreign exchange		—			—			—			—			21
As of September 30, 2023		14,515			578			15			15,108			16,282
Less current portion of lease liabilities														(3,114	)
Non-current portion of lease liabilities														13,168

Grant date	June 30, 2023
Dividend yield (%)	—
Expected share price volatility (%)		104	%
Risk-free interest rate (%)		4.49	%
Expected life of stock options (years)		3
Share price (CAD)		1.89
Exercise price (CAD)		1.89
Fair value of options (USD)		0.89
Vesting period (years)		1.5
Number of options granted		8,471,000

1.	Introduction	3
2.	Company Overview	4
3.	Financial Highlights	5
4.	Third Quarter 2023 Financial Results and Operational Highlights	6
5.	Production and Mining Operations	7
6.	Expansion Projects	9
7.	Financial Performance	13
8.	Selected Quarterly Information	23
9.	Non-IFRS and Other Financial Measures and Ratios	24
10.	Liquidity and Capital Resources	31
11.	Financial Position	40
12.	Financial Instruments	41
13.	Related Party Transactions	42
14.	Internal Controls Over Financial Reporting	42
15.	Share Capital	42
16.	Risk Factors	43
17.	Significant Accounting Estimates	49
18.	Significant Accounting Policies and New Accounting Policies	49
19.	Cautionary Note Regarding Forward-Looking Statements	49
20.	Cautionary Note Regarding Non-IFRS and Other Financial Measures and Ratios	51
21.	Additional Information	51
22.	Glossary of Terms	52

Term		Definition
Q3 2023		Three months ended September 30, 2023
Q3 2022		Three months ended September 30, 2022
YTD Q3 2023		Nine months ended September 30, 2023
YTD Q3 2022		Nine months ended September 30, 2022

Country	Operating power as of November 6, 2023	Contracted power as of November 6, 2023
Canada	158 MW	179 MW	^1, 2
United States	18 MW	24 MW	²
Paraguay	10 MW	160 MW	²
Argentina	54 MW	210 MW	²
	240 MW	573 MW

¹	The Company has secured the rights for 10 MW of hydro-electricity in the province of Quebec, but does not currently have an expansion plan for these 10 MW of power. Bitfarms is continuing its efforts to search for economically viable properties for these 10 MW of hydro-electricity.
²	Refer to section 6 - Expansion Projects for details on the timing of the remaining MW not yet operational.

	Three months ended September 30,						Nine months ended September 30,
(U.S.$ in thousands except where indicated)	2023			2022			2023			2022
Revenues		34,596			33,247			100,125			115,391
Gross (loss) profit		(8,866	)		(3,939	)		(23,259	)		22,602
Gross margin ⁽¹⁾		(26	)%		(12	)%		(23	)%		20	%
Operating loss		(18,638	)		(97,784	)		(59,392	)		(264,001	)
Operating margin ⁽¹⁾		(54	)%		(294	)%		(59	)%		(229	)%
Net loss		(18,703	)		(84,808	)		(46,663	)		(222,207	)
Basic and diluted loss per share		(0.07	)		(0.40	)		(0.19	)		(1.09	)
Gross Mining profit ⁽²⁾		12,505			16,789			39,017			74,089
Gross Mining margin ⁽²⁾		38	%		52	%		40	%		66	%
Adjusted EBITDA ⁽²⁾		6,866			10,325			21,107			52,326
Adjusted EBITDA margin ⁽²⁾		20	%		31	%		21	%		45	%

	As of September 30,		As of December 31,
	2023		2022
Total assets		332,797		343,098
Current financial liabilities		17,534		55,951
Non-current financial liabilities		108		4,093
Long-term debt included in financial liabilities		10,021		47,147

¹	Gross margin and Operating margin are supplemental financial ratios; refer to section 9 - Non-IFRS and Other Financial Measures and Ratios.
²	Gross Mining profit, Gross Mining margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures or ratios; refer to section 9 - Non-IFRS and Other Financial Measures and Ratios.

(U.S. $ in thousands except where indicated)	Note		BTC			$			% Change
BTC and revenues, including Volta, for the three months ended September 30, 2022				1,515			33,247			—
Impact of increase in network difficulty during Q3 2023 as compared to Q3 2022		1		(953	)		(26,568	)		(80	)%
Impact of increase in average Bitfarms’ BTC hashrate during Q3 2023 as compared to Q3 2022		2		610			16,964			51	%
Impact of difference in average BTC price in Q3 2023 as compared to Q3 2022		3					10,227			31	%
Other Mining variance and change in Volta							726			2	%
BTC and revenues for the three months ended September 30, 2023				1,172			34,596			4	%

Notes
1	Calculated as the difference in BTC earned in Q3 2023 compared to Q3 2022, based on the change in network difficulty, multiplied by Q3 2023 average BTC price
2	Calculated as the difference in BTC earned in Q3 2023 compared to Q3 2022, based on the change in Bitfarms' average BTC hashrate, multiplied by Q3 2023 average BTC price
3	Calculated as the difference in average BTC price in Q3 2023 compared to Q3 2022 multiplied by BTC earned in Q3 2022

	Three months ended September 30,
(Hashrate in EH/s except where indicated)	2023		2022		Change		% Change
Canada		3.6		3.1		0.5		16	%
USA		0.6		0.6		—		—	%
Argentina		0.8		—		0.8		100	%
Paraguay		0.3		0.1		0.2		200	%
		5.3		3.8		1.5		39	%

(U.S. $ in thousands except earnings per share)	Q3 2023			Q2 2023			Q1 2023			Q4 2022			Q3 2022			Q2 2022			Q1 2022			Q4 2021
Revenues		34,596			35,479			30,050			27,037			33,247			41,815			40,329			59,598
Net (loss) income		(18,703	)		(24,894	)		(2,479	)		(16,843	)		(84,808	)		(141,918	)		4,519			9,677
Basic net (loss) earnings per share		(0.07	)		(0.10	)		(0.01	)		(0.08	)		(0.40	)		(0.70	)		0.02			0.05

Net (loss) income before income taxes		(18,302	)		(24,988	)		(2,809	)		(16,652	)		(89,533	)		(161,234	)		10,957			17,937
Interest expense		815			1,023			1,620			3,271			3,394			4,546			3,010			837
Depreciation and amortization		21,767			20,528			20,700			20,777			20,720			17,857			13,066			10,287
EBITDA⁽¹⁾		4,280			(3,437	)		19,511			7,396			(65,419	)		(138,831	)		27,033			29,061
EBITDA margin⁽¹⁾		12	%		(10	)%		65	%		27	%		(197	)%		(332	)%		67	%		49	%
Share-based payment		2,011			2,462			2,536			3,795			3,961			7,927			6,105			10,036
Realized (gain) loss on disposition of digital assets		—			—			(587	)		28,567			44,329			77,880			34			137
(Reversal of) revaluation loss on digital assets		1,183			—			(2,695	)		(23,284	)		(45,655	)		70,475			(3,702	)		3,869
Gain on extinguishment of long-term debt and lease liabilities		—			—			(12,835	)		—			—			—			—			—
Impairment (reversal) on short-term prepaid deposits, equipment and construction prepayments, property, plant and equipment and right-of-use assets		—			9,982			—			(8,903	)		84,116			—			—			1,800
Impairment on goodwill		—			—			—			—			—			17,900			—			—
Gain on disposition of marketable securities		(4,120	)		(4,955	)		(2,171	)		(7,317	)		(13,690	)		(19,705	)		(10,937	)		(3,875	)
Net financial expenses (income) and other		3,512			3,620			2,810			1,933			2,683			4,057			3,765			(552	)
Adjusted EBITDA⁽¹⁾		6,866			7,672			6,569			2,187			10,325			19,703			22,298			40,476
Adjusted EBITDA margin⁽¹⁾		20	%		22	%		22	%		8	%		31	%		47	%		55	%		68	%

Measures	Definition	Purpose
Gross Mining profit	Gross Profit before: (i) non-Mining revenues; (ii) depreciation and amortization; (iii) purchase of electrical components and other expenses; and (iv) electrician salaries and payroll taxes.	●	To assess profitability after power costs in cryptocurrency production and other infrastructure costs. Power costs are the largest variable expense in Mining.
		●	To provide the users of the MD&A the ability to assess the gross profitability of the Company’s core digital asset Mining operations.
EBITDA	Net income (loss) before: (i) interest expense; (ii) income tax expense; and (iii) depreciation and amortization.	●	To assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets.
		●	To provide the users of the MD&A with additional information to assist them in understanding components of its financial results, including a more complete understanding of factors and trends affecting the Company’s performance.
		●	Used by management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.
Adjusted EBITDA	EBITDA adjusted to exclude: (i) share-based payment; (ii) non-cash finance expenses; (iii) asset impairment charges; (iv) realized gains or losses on disposition of digital assets and (reversal of) revaluation loss on digital assets; (v) gain on disposition of marketable securities, gains or losses on derivative assets and liabilities and discount expense on VAT receivable; (vi) loss on currency exchange; and (vii) other non-recurring items that do not reflect the core performance of the Company.	●	To assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses.
		●	To provide the users of the MD&A a consistent comparable metric for profitability of the Company’s core performance across time periods.
		●	Used by management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.

Ratios	Definition	Purpose
Gross Mining margin	The percentage obtained when dividing Gross Mining profit by Mining related revenues.	●	To assess profitability after power costs in cryptocurrency production, the largest variable expense in Mining.
		●	To provide the users of the MD&A the ability to assess the profitability of the Company’s core digital asset Mining operations, exclusive of certain general and administrative expenses.
EBITDA margin	The percentage obtained when dividing EBITDA by Revenues.	●	To assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets.
		●	Used by management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.
		●	Useful for providing users of the MD&A with additional information to assist them in understanding components of its financial results, including a more complete understanding of factors and trends affecting the Company’s performance.
Adjusted EBITDA margin	The percentage obtained when dividing Adjusted EBITDA by Revenues.	●	To assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses.
		●	To provide a consistent comparable metric for profitability of the Company’s core performance across time periods.
		●	Used by management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.