6-K
Keel Infrastructure Corp. (KEEL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of May 2024
CommissionFile Number: 001-40370
BITFARMS LTD.
(Exact Name of Registrant as Specified in Its Charter)
110Yonge Street, Suite 1601, Toronto, Ontario, Canada M5C 1T4
(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 ☒
DOCUMENTSINCLUDED AS PART OF THIS FORM 6-K
On May 1, 2024, 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. 333-272989).
See the Exhibits listed below.
| Exhibits | |
|---|---|
| Exhibit No. | Description |
| 99.1 | Material Change Report dated May 1, 2024 |
1
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/<br> L. Geoffrey Morphy | |
| Name: | L.<br> Geoffrey Morphy | |
| Title: | President<br> and Chief Executive Officer |
Date: May 1, 2024
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Bitfarms Ltd. (“Bitfarms” or the “Company”)
110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4
Item 2 Date of Material Change
May 1, 2024.
Item 3 News Release
The press release attached as Schedule “A” was released on May 1, 2024, 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 Instrument51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Geoffrey Morphy
President & Chief Executive Officer
Bitfarms Ltd.
gmorphy@bitfarms.com
Item 9 Date of Report
May 1, 2024.
Schedule “A”
BitfarmsProvides April 2024 Productionand Operations Update
Earns 269 BTC in April 2024 -
Improves corporate energy efficiency 9% to 31 w/TH -
Expects VAT refund from Canada of US $23.7M -
Tracking to 21 EH/s and 21 w/TH in 2024 with transformative fleet upgrade -
This news release constitutes a “designatednews release” for the purposes of the Company’s prospectus supplement dated March 8, 2024, to its short form base shelf prospectusdated November 10, 2023.
Toronto, Ontario and Brossard,Québec (May 1, 2024) - Bitfarms Ltd. (NASDAQ/ TSX: BITF), a global vertically integrated Bitcoin mining company, provides its monthly production report and update on its fleet upgrade and expansion.
Fleet Upgrade Review
“With miner installations underway at Paso Pe and full site energization scheduled in May, our transformative fleet upgrade and expansion plan is on schedule to deliver 21 EH/s and 21 w/TH in 2024,” said Geoff Morphy, President and Chief Executive Officer. “In addition, in April, we succeeded in our position against the VAT restrictions in Québec, securing a $23.7 million refund and enabling us to straightforwardly recover future VAT paid in the normal course of business. This decision provides both a near-term source of cash and a long-term reduction in operating costs.”
Ben Gagnon, Chief Mining Officer said, “In April, we fully upgraded two farms in Québec with Bitmain T21 miners, improving energy efficiency by 51% at those farms and 9% on a company-wide basis. Our miner upgrades are progressing at a rapid pace, with Bunker and Cowansville scheduled to be completed in May and Leger following in June. The Paso Pe energization is expected to contribute approximately 2 EH/s at 23 w/TH. With these deployments, we expect to reach approximately 10 EH/s and 28 w/TH in May and remain on schedule to reach our mid-year target of 12 EH/s and 25 w/TH in Q2 2024.”
Mining Review
April mining operations generated 269 BTC compared to 286 BTC in March. This reflects the effect of the BTC Halving that occurred on April 19, 2024, a 5.9% increase in network difficulty compared to March, and turbine maintenance in Argentina, which temporarily lowered available capacity at Rio Cuarto from 54 MW to 21 MW.
| Key Performance Indicators | April 2024 | March 2024 | April 2023 | |||
|---|---|---|---|---|---|---|
| Total BTC earned | 269 | 286 | 379 | |||
| Month End Operating EH/s | 7.0 | 6.5 | 5.0 | |||
| BTC/Avg. EH/s | 44 | 50 | 81 | |||
| Average Operating EH/s | 6.1 | 5.7 | 4.7 | |||
| Operating Capacity (MW) | 240 | 240 | 196 | |||
| Hydropower (MW) | 186 | 186 | 178 | |||
| Watts/Terahash Efficiency (w/TH) | 31 | 34 | 39 | |||
| BTC Sold | 245 | 284 | 349 |
2
April 2024 SelectOperating Highlights
| ● | 7.0<br> EH/s online at April 30, 2024, up 40% Year-over-year (Y/Y) and 8% from March 31, 2024. |
|---|---|
| ● | 6.1<br> EH/s average online, up 7% from the previous month. |
| --- | --- |
| ● | 44<br> BTC/average EH/s, down 12% from the previous month. |
| --- | --- |
| ● | 269<br> BTC earned, 6% lower than the previous month and 29% lower Y/Y. |
| --- | --- |
| ● | 9.0<br> BTC earned daily on average, equal to ~$551,700 per day based on a BTC price of $61,300 at<br> April 30, 2024. |
| --- | --- |
| ● | In<br> Québec, |
| --- | --- |
| o | At The Bunker, installed 2,200 T21s. |
| --- | --- |
| o | At Garlock, installed 3,168 T21s. |
| --- | --- |
| o | At Farnham, installed 1,710 T21s and 100 M53S+ hydro miners. |
| --- | --- |
| ● | In<br>Paraguay, |
| --- | --- |
| o | At Paso Pe: |
| --- | --- |
| § | Installed<br>2,880 Bitmain T21 miners. |
| --- | --- |
| § | Installed<br>560 M53S+ Hydro Miners. |
| --- | --- |
| o | At Yguazu, started construction of the facility. |
| --- | --- |
| ● | At<br>Rio Cuarto, Argentina, one of the turbines was down for corrective maintenance for approximately 20 days resulting in reduced power availability<br>from 54MW to 21 MW during this period. |
| --- | --- |
| ● | In<br>Washington state, installed approximately 300 T21s. |
| --- | --- |
Bitfarms’ BTC Monthly Production
| Month | BTC Earned 2024 | BTC Earned 2023 | ||
|---|---|---|---|---|
| January | 357 | 486 | ||
| February | 300 | 387 | ||
| March | 286 | 424 | ||
| April | 269 | 379 | ||
| YTD Totals | 1,212 | 1,676 |
3
April 2024 FinancialUpdate
| ● | Sold<br> 245 of the 269 BTC earned as part of the Company’s regular treasury management process<br> for total proceeds of $16.1 million. |
|---|---|
| ● | BTC<br> held in treasury increased to 830 BTC, representing $50.9 million based on a BTC price of<br> $61,300 at April 30, 2024. |
| --- | --- |
| ● | Increased<br> Synthetic HODL™ by 85 long-dated BTC call options to 170 long-dated BTC call options<br> at April 30, 2024. |
| --- | --- |
| ● | Received<br> confirmation from the Canadian tax authorities that US$23.7 million VAT, plus interest, will<br> be refunded and the company will not be restricted from recovering VAT refunds going forward. |
| --- | --- |
UpcomingConferences and Events
| ● | May<br> 9-10: Bitcoin Asia, Hong Kong |
|---|---|
| ● | May<br> 14-15: 19^th^ Annual Needham Technology, Media & Consumer Conference, New York<br> City |
| --- | --- |
| ● | May<br> 15: Digital Blockchain Summit, Washington DC |
| --- | --- |
| ● | May<br> 22-23: B. Riley Securities 24^th^ Annual Institutional Investor Conference, Beverly<br> Hills, CA |
| --- | --- |
AboutBitfarms Ltd
Founded in 2017, Bitfarms is a global Bitcoin mining company that contributes its computational power to one or more mining pools from which it receives payment in Bitcoin. Bitfarms develops, owns, and operates vertically integrated mining farms with in-house management and company-owned electrical engineering, installation service, and multiple onsite technical repair centers. The Company’s proprietary data analytics system delivers best-in-class operational performance and uptime.
Bitfarms currently has 11 operating Bitcoin mining facilities and two under development situated in four countries: Canada, the United States, Paraguay, and Argentina. Powered predominantly by environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed to using sustainable and often underutilized energy infrastructure.
To learn more about Bitfarms’ events, developments, and online communities:
www.bitfarms.com
https://www.facebook.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/
4
Glossaryof Terms
| ● | BTC or 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 |
| --- | --- |
| ● | w/TH = Watts/Terahash efficiency (includes cost of powering supplementary equipment) |
| --- | --- |
| ● | Synthetic HODL™ = the use of instruments that create BTC equivalent exposure |
| --- | --- |
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 Toronto Stock Exchange, Nasdaq, or any other securitiesexchange or regulatory authority 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 United States securities laws. The statements and information in this release regarding projected growth,target hashrate, opportunities relating to the Company’s geographical diversification and expansion, upgrading and deployment ofminers as well as the timing therefor, improved financial performance and balance sheet liquidity, other growth opportunities and prospects,and other statements regarding future growth, plans and objectives of the Company are forward-looking information. Any statements thatinvolve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events orperformance (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”, “prospects”, “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-look**ing information.
5
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 achievementsof the 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 construction and operation of new facilitiesmay not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or atall; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoingability to successfully mine digital currency is not assured; it may not be possible to profitably liquidate the current digitalcurrency inventory, or at all; the digital currency market may not continue to be accepted by users; digital currency prices arevolatile and 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 anticipated growth and sustainability of hydroelectricity forthe purposes of cryptocurrency mining in the applicable jurisdictions may not be achieved; the Company may not be able to maintainreliable and economical sources of power for the Company to operate its cryptocurrency mining assets; \here may be increases in theCompany’s electricity costs and costs of natural gas, the Company may be impacted by changes in currency exchange rates,energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates, which couldadversely impact the Company’s profitability; the Company ability to expand will depend upon the completion of futurefinancings,; and the adoption of new, or changes in existing, regulations or laws could prevent the Company from operating itsbusiness, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to theCompany’s filings on www.SEDAR.com (which are also available on the website of the U.S. Securities and Exchange Commission atwww.sec.gov), including the Company’s annual information form for the year-ended December 31, 2022, filed on March 21, 2023.Although the Company has attempted to identify important factors that could cause actual results to differ materially from thoseexpressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated orintended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differmaterially 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 anyforward-looking information other than as required by law.
Investor RelationsContacts:
Tracy Krumme (Bitfarms)
+1 786-671-5638
tkrumme@bitfarms.com
David Barnard (LHA)
+1 415-433-3777
Investors@bitfarms.com
Media Contacts:
Actual Agency
Khushboo Chaudhary
+1 646-373-9946
mediarelations@bitfarms.com
Québec Media: Tact
Louis-Martin Leclerc
+1 418-693-2425
lmleclerc@tactconseil.ca
6