Keel Infrastructure Corp 6-K, filed Apr 11, 2023
Keel Infrastructure Corp. (KEEL)
About this 6-K
Keel Infrastructure Corp filed this 6-K on April 11, 2023.
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 April 2023
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 April 11, 2023 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 April 11, 2023 |
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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 and Chief Executive Officer | ||
Date: April 11, 2023
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Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE 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 |
April 11, 2023.
| Item 3 | News Release |
The press release attached as Schedule “A” was released on April 11, 2023, 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
Chairman & Director
Bitfarms Ltd.
nbonta@bitfarms.com
| Item 9 | Date of Report |
April 11, 2023.
SCHEDULE “A”
Bitfarms Enters
Agreements to Acquire 22 Megawatts of
Hydro Power Capacity in Baie-Comeau, Quebec
This news release constitutes a “designated news release” for purposes of the Company’s prospectus supplement dated August 16, 2021, to its short form base shelf prospectus dated August 12, 2021.
Toronto, Ontario and Brossard, Québec (April 11, 2023) – Bitfarms Ltd. (NASDAQ: BITF // TSX: BITF), a global Bitcoin vertically integrated company, has entered into agreements to acquire 22 MW of hydro power capacity and to lease a site in Baie-Comeau, Quebec. The Baie-Comeau area is home to five hydro-electricity generation facilities with over 5.4 gigawatts nameplate capacity.
“Executing our strategy to cost-effectively expand our operating footprint, we have entered agreements to add reliable hydro power in Quebec,” said Geoff Morphy, CEO of Bitfarms. “Following the closing of the acquisition, we plan to keep the development and build-out costs low by leveraging our experienced Canadian-based team, utilizing a portion of our hardware credits for miner procurement, and applying infrastructure equipment repurposed from the December 2022 sale of our De La Pointe facility. Our in-house design team and electricians will retrofit the existing structure and expect to bring 11 MW online by the third quarter of 2023. We expect to commission the remaining 11 MW during the second half of 2024, providing strategic flexibility around the next BTC halving.”
Bitfarms’ Vice President Corporate Development Phillippe Fortier stated, “Our financial strength and flexibility enabled us to act quickly and secure this accretive opportunity during this period of industry transition. We anticipate this 22 MW increase in capacity will add over 600 PH/s when in full production. With the next BTC halving expected a little over one year from now, this expansion should improve our industry position as we continue to pursue other strategic transactions intended to deliver significant value to our shareholders.”
The Baie-Comeau Agreement Summary
| ● | Procuring an evergreen contract with the local utility for 22 MW of hydro power for US$1.8 million, 40% cash and 60% in Bitfarms common shares. |
| ● | Securing a 10-year lease in an industrialized area with the option to purchase at a fixed price throughout the lease term. |
| ● | Permitting and zoning for 22 MW deployment with potential for future expansion on the site. |
| ● | Common stock portion of purchase price subject to regulatory approval and customary and contractual resale restrictions for up to 6 months, with the final agreement being subject to customary closing conditions. |
About Bitfarms Ltd.
Founded in 2017, Bitfarms is a global, publicly traded (NASDAQ/TSX: BITF) Bitcoin mining company. Bitfarms runs vertically integrated mining operations with in-house management and company-owned electrical engineering, installation service, and onsite technical repair. The Company’s proprietary data analytics system delivers best-in-class operational performance and uptime.
Bitfarms has 10 mining facilities around the world, which are housed in four countries: Canada, the United States, Paraguay, and Argentina. Powered by predominantly environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed to using renewable, locally based, and often underutilized energy infrastructure.
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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/
Glossary of Terms
| ● | BTC BTC/day = Bitcoin or Bitcoin per day |
| ● | EH or EH/s = Exahash or exahash per second |
| ● | MW or MWh = Megawatts or megawatt hour |
| ● | PH or PH/s = Petahash or petahash per second |
| ● | TH or TH/s = Terahash or terahash per second |
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news 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 news release and are covered by safe harbors under Canadian and United States securities laws. The statements and information in this release regarding the expected benefits of the Baie Comeau power contract and lease and other future plans and objectives of the Company are forward-looking information. Other forward-looking information includes, but is not limited to, information concerning: the intentions, 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 the Company’s operations, the construction and operation of expanded blockchain infrastructure as currently planned, and the regulatory environment for cryptocurrency in the applicable jurisdictions.
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”, “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 statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
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This forward-looking information is based on assumptions and estimates of management of the Company at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to 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 ability to close the acquisition of the Baie Comeau power contract and lease on the terms as proposed which may or may not be economic or at all; the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing, including the Company’s ability to utilize the Company’s at-the-market offering (the “ATM Program”) and the prices at which the Company may sell Common Shares in the ATM Program, as well as capital market conditions in general; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the impact of energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; share dilution resulting from the ATM Program and from other equity issuances; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors that could impact future results of the business of Bitfarms include, but are not limited to: the construction and operation of facilities may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant 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 of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company’s electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates and the adverse impact on the Company’s profitability; the ability to complete current and future financings, any regulations or laws that will prevent Bitfarms from operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; and, the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to the Company’s filings on www.SEDAR.com (which are also available on the website of the U.S. Securities and Exchange Commission at www.sec.gov/EDGAR), including the annual information form for the year-ended December 31, 2022, filed on March 21, 2023. The Company has also assumed that no significant events occur outside of Bitfarms’ normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Contacts:
LHA Investor Relations
David Barnard
+1 415-433-3777
Investors@bitfarms.com
Actual Agency
Lisa Helfer
+1 646-373-9946
lisa.helfer@actual.agency or mediarelations@bitfarms.com
Québec Media: Tact
Louis-Martin Leclerc
+1 418-693-2425
lmleclerc@tactconseil.ca
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