Keel Infrastructure Corp 6-K, filed Nov 19, 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  x

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 19, 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 19, 2021

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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

Date: November 19, 2021

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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

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November 19, 2021.

Item 3	News Release

The press release attached as Schedule “A” was released on November 19, 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 Date of Report

November 19, 2021.

Schedule "A"

BitfarmsAppoints Vice President of Corporate and Grants of Options

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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 19, 2021) - Bitfarms Ltd. (NASDAQ: BITF // TSXV: BITF), a global Bitcoin self-mining company, appointed Patricia Osorio as Vice President of Corporate, reporting to President Geoff Morphy.

Morphy said, “Patricia will work closely with the executive team and board in managing our global activities. In addition to supporting our corporate governance initiatives, she will assist with global business development and integration. I had the pleasure of working with Patricia while she was corporate secretary at a global, publicly traded, clean tech company based in Montreal. She will be a great asset as we continue to expand our operational footprint in Canada, the United States, Latin America, and other jurisdictions. I am excited about her future contribution to Bitfarms.”

AboutPatricia Osorio

Osorio brings 18 years of corporate experience in Canada, including corporate governance roles with Canadian companies with activities overseas (Africa and Latin America). Most recently, she served as Corporate Secretary for Dundee Sustainable Technologies, a publicly traded, Montreal-based company focused on environmentally friendly technologies for the treatment of material from the mining industry.

Osorio, an accredited Colombian lawyer, earned her Bachelor of Laws (LL.B.) in October 1997 at Universidad Pontificia Bolivariana, Medellín, Antioquia and was called to the Colombian Barreau in February 1998. She is fluent in English, French and Spanish.

OptionsGrant

The Company further announces the granting of stock options (“Options”) to certain officers and employees of the Company. Options to purchase an aggregate of 120,000 common shares were granted pursuant to the Company’s Stock Option Plan. The Options are exercisable into one common share of the Company at a price of CAD$9.81 for a period of five years from the date of grant and are subject to vesting conditions.

AboutBitfarms Ltd.

Founded in 2017, Bitfarms is a global Bitcoin self-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. On June 21, 2021, Bitfarms started trading on the Nasdaq Stock 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 hydropower and secured with long-term power contracts. Bitfarms is currently the only publicly traded pure-play Bitcoin 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/

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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-lookinginformation”) that are based on expectations, estimates and projections as at the date of this news release and are covered bysafe harbors under Canadian and U.S. securities laws. The information in this release regarding expectations in respect to its expansionplans (including computational goals), anticipated mining capacity and receipt of new miners, and about other future plans and objectivesof the Company are forward-looking information. Other forward-looking information includes, but is not limited to, information concerning:the intentions, plans

andfuture actions of the Company, as well as Bitfarms’ ability to successfully mine digital currency, revenue increasing as currentlyanticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty anddigital currency prices and the potential resulting significant negative impact on the Company’s operations, the construction andoperation of expanded blockchain infrastructure as currently planned, and the regulatory environment for cryptocurrency in the applicablejurisdictions.

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, 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 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-marketoffering (the “ATM Program”) and the prices at which the Company may sell Common Shares in the ATM Program as well as capitalmarket conditions in general; the competitive nature of the industry; currency exchange risks; the need for the Company to manage itsplanned growth and expansion; the effects of product development and need for continued technology change; protection of proprietaryrights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of theCompany to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impedingaccess to capital or increasing the cost of capital; dilution in relation to the ATM Program and from other equity issuances; and volatilesecurities markets impacting security pricing unrelated to operating performance. In addition, particular factors that could impact futureresults of the business of Bitfarms include, but are not limited to: the construction and operation of blockchain infrastructure maynot 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 possibleto profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significantnegative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatilityof digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining inthe applicable jurisdictions, the ability to complete current and future financings, any regulations or laws that will prevent Bitfarmsfrom operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistentwith historical prices; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including butnot limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and internationaltravel 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’sfilings on www.SEDAR.com including the annual information form for the year ended December 31, 2020, filed on April 7, 2021. The Companyhas also assumed that no significant events occur outside

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ofBitfarms’ normal course of business. Although the Company has attempted to identify important factors that could cause actual resultsto 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 coulddiffer materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-lookinginformation. The Company undertakes no obligation to revise or update any forward- looking information other than as required by law.

Contacts

InvestorRelations:

LHA Investor Relations

David Barnard

+1 415-433-3777

Investors@bitfarms.com

USMedia:

YAPGlobal

Mia Grodsky, Account Executive

mia@yapglobal.com

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QuébecMedia:

RyanAffaires publiques

Valérie Pomerleau,

Public Affairs and Communications

valerie@ryanap.com

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