Keel Infrastructure Corp 6-K, filed Jun 30, 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 June, 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):  ¨

On June 30, 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 herein by reference.

Exhibits
Exhibit No.	Description
99.1	Material Change Report dated June 30, 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: June 30, 2021

Exhibit 99.1

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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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June 30, 2021.

Item 3	News Release

The press release attached as Schedule “A” was released on June 30, 2021.

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

June 30, 2021.

Schedule “A”

Bitfarms Announces Grantof Options and RSUs

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Toronto,Ontario and Brossard, Québec (June 30, 2021) - Bitfarms Ltd. (“Bitfarms”, or the “Company”) (TSXV:BITF // NASDAQ:BITF), a publicly traded Bitcoin mining company, currently powering approximately 1% of the Bitcoin network with greater than 99% green hydroelectricity, today announced the granting of stock options (“Options”) and restricted share units (“RSUs”) to officers, directors and employees of the Company.

Options to purchase an aggregate of 7,315,950 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$5.01, for a period of five years from the date of grant and are subject to vesting conditions. The Company also granted 150,000 RSUs pursuant to the Company’s Restricted Share Unit Plan. Each RSU entitles the holder to receive one common share of the Company and is subject to vesting conditions.

These grants have been made pursuant to the Long Term Equity Incentive Plan (“LTIP”) approved by shareholders of the Company at the annual meeting held on June 25, 2021. Under the former stock option plan, there were a fixed number of options that limited grants. The grants of equity incentives announced today are intended to balance entitlements that were not available under the former stock option plan. These current grants are not necessarily indicative of annual grants which may be made by the Company in the future.

About Bitfarms Ltd.

Founded in 2017, Bitfarms is a 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.

Bitfarms has a diversified production platform with five industrial scale facilities located in Québec. Each 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/

DefinedTerms

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) accepts responsibility for the adequacy or accuracy ofthis 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. The information inthis release regarding future plans and objectives of the Company are forward-looking information. Other forward-looking informationincludes, 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 currentand future digital currency inventory, volatility of network difficulty and digital currency prices and the potential resulting significantnegative impact on the Company’s operations, the construction and operation of expanded blockchain infrastructure as currentlyplanned, and the regulatory 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, 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; the competitive nature of the industry; currency exchange risks; the needfor the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change;protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network securityrisks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial marketdeterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricingunrelated 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 blockchain infrastructure may not occur as currently planned, or at all; expansionmay 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 currencyinventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in networkdifficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth andsustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions, the ability to completecurrent and future financings, any regulations or laws that will prevent Bitfarms from operating its business; historical prices of digitalcurrencies and the ability to mine digital currencies that will be consistent with historical prices; an inability to predict and counteractthe effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digitalcurrencies, capital market conditions, restriction on labour and international travel and supply chains; and, the adoption or expansionof any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further informationconcerning these and other risks and uncertainties, refer to the Company’s filings on www.SEDAR.com including the annual informationform for 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 cause actualresults to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not tobe as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual resultsand future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue relianceon any forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other thanas required by law.

Contacts

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InvestorRelations:

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CORE IR+1 516 222 2560

Investors@bitfarms.com

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US Media:

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CORE IR

Jules Abraham, Director of Public Relations

julesa@coreir.com

YAP Global

Mia Grodsky, Account Executive

mia@yapglobal.com

QuébecMedia:

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Ryan Affairespubliques

Valerie Pomerleau, Vice President and Associate

valerie@ryanap.com

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