Keel Infrastructure Corp (KEEL) 6-K, filed Nov 15, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2021

Commission File Number: 001-40370

BITFARMS LTD.

(Exact Name of Registrant as Specified in Its Charter)

18 King Street East, Suite 902, Toronto,Ontario, Canada M5C 1C4

(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 ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INCORPORATION BY REFERENCE

On November 15, 2021, 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, and which is incorporated by reference to the Company’s Registration Statement on Form F-10 (File No. 333-258788).

Exhibits
Exhibit No.	Description
99.1	Material Change Report dated November 15, 2021

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/ L. Geoffrey Morphy
	Name:	L. Geoffrey Morphy
	Title:	President

Date: November 15, 2021

Exhibit99.1

FORM51-102F3

MATERIALCHANGE REPORT

Item 1	Name and Address of Company

Bitfarms Ltd. (“Bitfarms” or the “Company”)

18 King Street East, Suite 902

Toronto, Ontario M5C 1C4

Item 2	Date of Material Change

November 15, 2021.

Item 3	News Release

The press release attached as Schedule “A” was released on November 15, 2021 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

Nicolas Bonta

Executive Chairman & Director

Bitfarms Ltd.

nbonta@bitfarms.com

Item 9	Dateof Report

November 15, 2021.

Schedule "A"

BitfarmsExceeds 2 Exahash/Second,

Doublingits Hashrate in Eight Months

-Receives and Installs 1,500 Bitmain S19j Pro Miners -

Thisnews release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement datedAugust 16, 2021 to its short form base shelf prospectus dated August 12, 2021.

Toronto,Ontario and Brossard, Québec (November 15, 2021) - Bitfarms Ltd. (NASDAQ: BITF // TSXV: BITF), a global Bitcoin self-mining company, received and installed 1,500 Bitmain S19j Pro miners in November, increasing its hashrate to exceed 2 Exahash per second (EH/s).

“Bitfarms reached the important milestone of 2 EH/s in a mere eight months compared to the 3 years and 10 months that it took us to attain 1 EH/s,” said Emiliano Grodzki, Bitfarms Founder and Chief Executive Officer. “Doubling our corporate hashrate in a matter of months is a tremendous accomplishment. This is a testament to the incredible operations teams Bitfarms and our wholly owned electrical engineering subsidiary, Volta Électrique, have developed over the last four years of continuous operation. Doing so in the same time that the Bitcoin network has only grown approximately 12% means that Bitfarms has accumulated a larger share of the network hashrate and Bitcoin mining rewards.”

“In 2022, we expect to ramp our hashrate even faster. Bitfarms is already one of the largest Bitcoin miners, not just in North America, but globally. As we continue to execute on our expansion plans, we expect to continue to outpace Bitcoin network growth to drive even higher Bitcoin production numbers throughout 2022,” concluded Grodzki.

MinerUpdate

●	1,879<br> Bitmain S19J Pro miners received and installed in October.
●	300<br> MicroBT M30S miners received and installed in October.
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●	1,500<br> Bitmain S19j Pro miners received and installed to date in November.
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●	2,701<br> Bitmain S19j Pro miners en route and scheduled to be received and installed throughout<br> the remainder of November.
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●	400<br> MicroBT M30S miners en route and scheduled to be received and installed throughout<br> the remainder of November.
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●	48,000<br> MicroBT miners purchased and scheduled for delivery in 2022.
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AboutBitfarms Ltd.

Founded in 2017, Bitfarms is a global Bitcoin mining company, running vertically integrated mining operations with onsite technical repair, proprietary data analytics and Company-owned electrical engineering and installation services to deliver high operational performance and uptime.

Having demonstrated rapid growth and stellar operations, Bitfarms became the first Bitcoin mining company to complete its long form prospectus with the Ontario Securities Commission and started trading on the TSX-V in July 2019. On February 24, 2021, Bitfarms was honoured to be announced as a Rising Star by the TSX-V. In June, 2021, Bitfarms common shares started trading on the Nasdaq Global Market.

Bitfarms has a diversified production platform with five industrial scale facilities located in Québec. Each Canadian facility is over 99% powered with environmentally friendly hydro power and secured with long-term power contracts. Bitfarms is currently the only publicly traded pure-play mining company audited by a Big Four audit firm.

To learn more about Bitfarms’ events, developments, and online communities:

Website: www.bitfarms.com

https://www.facebook.com/bitfarms/

https://twitter.com/Bitfarms_io

https://www.instagram.com/bitfarms/

https://www.linkedin.com/company/bitfarms/

CautionaryStatement

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 TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the TSX Venture Exchange), Nasdaq, or any other securities exchange or regulatoryauthority accepts responsibility for the adequacy or accuracy of this release.

Forward-LookingStatements

Thisnews release contains certain “forward-looking information” and “forward-looking statements” (collectively,“forward-looking information”) that are based on expectations, estimates and projections as at the date of this newsrelease. The information in this release regarding expectations in respect to its expansion plans, 2022 Bitcoin production,anticipated mining capacity and receipt of new miners, and about other future plans and objectives of the Company areforward-looking information. Other forward-looking information includes, but is not limited to, information concerning: theintentions, plans and future actions of the Company, as well as Bitfarms’ ability to successfully mine digital currency,revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory,volatility of network difficulty and digital currency prices and the potential resulting significant negative impact on theCompany’s operations, the construction and operation of expanded blockchain infrastructure as currently planned, and theregulatory environment for cryptocurrency in the applicable jurisdictions.

Anystatements 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”, “isexpected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”,“forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrasesor stating that certain actions, events or results “may” or “could”, “would”, “might”or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking informationand are intended to identify forward-looking information.

Thisforward-looking information is based on assumptions and estimates of management of the Company at the time they were made, andinvolves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements ofthe Company to be materially different from any future results, performance or achievements expressed or implied by suchforward-looking information. Such factors include, among others, risks relating to: the global economic climate; dilution; theCompany’s limited operating history; future capital needs and uncertainty of additional financing including theCompany’s ability to utilize the Company’s at-the-market offering (the “ATM Program”) and the prices atwhich the Company may sell Common Shares in the ATM Program, as well as capital market conditions in general; the competitive natureof the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects ofproduct development and need for continued technology change; protection of proprietary rights; the effect of government regulationand compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly workingsystems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing thecost of capital; dilution in relation to the ATM Program and from other equity issuances; and volatile securities markets impactingsecurity pricing unrelated to operating performance. In addition, particular factors that could impact future results of thebusiness of Bitfarms include, but are not limited to: the construction and operation of blockchain infrastructure may not occur ascurrently planned, or at all; expansion may not materialize as currently anticipated, or at all; the digital currency market; theability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possibleto profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have asignificant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations;the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes ofcryptocurrency mining in the applicable jurisdictions, the ability to complete current and future financings, any regulations orlaws that will prevent Bitfarms from operating its business; historical prices of digital currencies and the ability to mine digitalcurrencies that will be consistent with historical prices; an inability to predict and counteract the effects of COVID-19 on thebusiness of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital marketconditions, restriction on labour and international travel and supply chains; and, the adoption or expansion of any regulation orlaw that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerningthese and other risks and uncertainties, refer to the Company’s filings on www.SEDAR.com including the annual information formfor the year ended December 31, 2020, filed on April 7, 2021. The Company has also assumed that no significant events occur outsideof Bitfarms’ normal course of business. Although the Company has attempted to identify important factors that could causeactual 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. There can be no assurance that such statements will prove to be accurate asactual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should notplace undue reliance on any forward-looking information. The Company undertakes no obligation to revise or update anyforward-looking information other than as required by law.

InvestorRelations: LHA

InvestorRelations

David Barnard

+1 415 433 3777

Investors@bitfarms.com

USMedia:

YAPGlobal

Mia Grodsky, Account Manager

mia@yapglobal.com

QuebecMedia:

RyanAffaires publiques

Valérie Pomerleau, Public Affairs and Communications

valerie@ryanap.com

Keel Infrastructure Corp 6-K, filed Nov 15, 2021

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