Bitfarms Ltd. (“
Bitfarms”, or the
“
Company”) (TSXV:BITF) (U.S.:OTC:BFARF), one of
the largest and most productive publicly listed bitcoin mining
operations in the world, is pleased to announce that it has closed
its previously announced private placement of equity securities
(the “
Offering”). The Offering was for gross
proceeds of approximately CAD$40 million and consisted of the sale
of 11,560,695 common shares, along with warrants to purchase an
aggregate of up to 11,560,695 common shares, at a purchase price of
CAD$3.46 per common share and associated warrant. The warrants have
an exercise price of USD$3.01 per common share and exercise period
of three and one-half years (through August 12, 2024). The funds
were raised via a fully subscribed private placement of units among
U.S. institutional investors.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the Offering.
The net proceeds of the Offering will be used by
the Company principally to acquire additional miners, expand
infrastructure, and improve its working capital position.
H.C. Wainwright & Co. received (i) a cash
commission equal to 8.0% of the gross proceeds of the Offering and
(ii) 924,856 non-transferable broker warrants (the “Broker
Warrants”). Each Broker Warrant will entitle the holder to
purchase one common share at an exercise price of USD$3.39 at any
time on or before August 12, 2024.
The securities issued under the Offering are
subject to customary resale restrictions in the United States with
no resale restrictions in Canada.
NotesThe securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States
except pursuant to an exemption from the registration requirements
of the U.S. Securities Act of 1933 and applicable state securities
laws. This press release does not constitute an offer to sell or
the solicitation of an offer to buy securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About Bitfarms Ltd.
Bitfarms is one of the largest public bitcoin
mining operations in the world and is listed on the TSX-V. Founded
in 2017 it has five industrial scale facilities across Quebec,
Canada and is responsible for infrastructure activities of
approximately 1% of the entire Bitcoin mining industry and daily
Bitcoin mined. Bitfarms run vertically integrated mining operations
with onsite technical repair, data analytics and engineers to
deliver the computing power needed to drive the rapid growth of the
global decentralized financial economy.
For corporate inquiries, please
contact: Geoff Morphygmorphy@bitfarms.com647-500-7440
For media inquiries, please
contact: Ellis Ballardellis@yapglobal.com
011-07725951640
Website: www.bitfarms.com
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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 TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain
“forward-looking information” within the meaning of applicable
Canadian securities laws that are based on expectations, estimates
and projections as at the date of this news release. The
information in this release about future plans and objectives of
the Company and the expected expenditure of the proceeds of the
Offering, 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 resulting
significant negative impact on the Company’s operations, the
construction and operation of expanded blockchain infrastructure as
currently planned, and the regulatory environment of cryptocurrency
in the Provinces of Canada.
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.
This forward-looking information is based on
reasonable assumptions and estimates of management of the Company
at the time it was 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 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 need for 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 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; and
volatile securities markets impacting security pricing unrelated to
operating performance. In addition, particular factors which 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;
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 Province of Québec and elsewhere including decisions of power
regulators on rates and power access; the ability to complete
future financings; any regulations or laws that will prevent
Bitfarms from operating its business including local laws relating
to noise levels and other operational matters; 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 there will be no regulation or law that will prevent Bitfarms
from operating its business. The Company has also assumed that no
significant events occur outside of the Bitfarms’ normal course of
business. Although the Company has attempted to identify important
factors that could cause actual results to differ materially, 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
forward-looking information. The Company undertakes no obligation
to revise or update any forward-looking information other than as
required by law.
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