Bitfarms Proposes $300 Million Convertible Note Offering

Bitfarms Ltd. (NASDAQ/TSX: BITF), a prominent North American energy and digital infrastructure company, has announced its intention to issue $300 million in convertible senior notes due 2031. This strategic move is designed to bolster the company’s financial flexibility, as per the company’s recent announcement.

Description of Notes

The convertible notes will be senior unsecured obligations and will accrue interest payable semi-annually, starting July 15, 2026. The notes are set to mature on January 15, 2031, unless repurchased, redeemed, or converted prior to that date. Before October 15, 2030, conversion is conditional, but afterwards, holders may convert at their discretion until two days before maturity. The conversion can result in cash, common shares, or a combination of both, determined by the company at the time of conversion. The specific conversion rate and interest rate will be finalized during pricing negotiations.

Use of Proceeds

Bitfarms plans to utilize the net proceeds for general corporate purposes. Additionally, the company intends to engage in cash-settled capped call transactions, aimed at mitigating potential economic dilution. These transactions are expected to cover the number of common shares initially underlying the convertible notes. Should the option to purchase additional notes be exercised, Bitfarms will use proceeds to fund these transactions further.

Capped Call Transactions

These capped call transactions are structured to reduce economic dilution risks associated with note conversion. They are expected to cover a 125% premium to Bitfarms’ last reported share price on Nasdaq at the time of pricing. The transactions involve derivative activities that may influence the market price of Bitfarms’ shares and the notes themselves.

It is important to note that these convertible notes and the shares issuable upon conversion are not registered under the U.S. Securities Act of 1933, nor under any Canadian securities laws. They are offered only to qualified institutional buyers and in Canada, via prospectus exemptions.

The offering’s completion is contingent upon market conditions and regulatory approvals, including those from the Toronto Stock Exchange and Nasdaq. Bitfarms has clarified that this announcement does not constitute an offer to sell or solicitation to buy the notes in any jurisdiction where such activity would be unlawful.

For more detailed information, visit the official source on GlobeNewswire.

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