EX-99.8 9 ea139842ex99-8_bitfarms.htm EARLY WARNING REPORT DATED FEBRUARY 28, 2020

Exhibit 99.8

 

Form 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

 

Item 1– Security and Reporting Issuer

 

1.1State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

 

Common shares (“Common Shares”) of Bitfarms Ltd. (the “Issuer”), head office located at 1376 Bayview Avenue, Unit 1, Toronto, Ontario, M4G 3A1.

 

1.2State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

 

See item 2.2 below.

 

Item 2 – Identity of the Acquiror

 

2.1State the name and address of the acquiror.

 

Pierre-Luc Quimper (the “Acquiror”)

630 Sherbrooke Street West, Suite 301

Montreal, Quebec H3A 1E4.

 

2.2State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

 

When the Issuer became a reporting issuer on June 13, 2019 (upon being issued a receipt for its final prospectus dated June 12, 2019), the Acquiror had control and direction (by way of Prosum Management Inc., a corporation of which he owns 100% of the outstanding securities) over 8,967,845 Common Shares, representing approximately 15.71% of the then-outstanding Common Shares.

 

Between June 12, 2019 and the time at which he seized to have control and direction over 10% of the of the outstanding Common Shares (which occurred on October 21, 2019), Mr. Quimper has sold an aggregate of 642,208 Common Shares and purchased an aggregate of 8,000 Common Shares (for a net decrease of 634,208 Common Shares), as set forth in the table below. As a result, Mr. Quimper holds fewer than 10% of the outstanding Common Shares.

 

 

 

Date   Number of Common Shares Sold   Number of Common
Shares Purchased		   Market   Price per Common Share   Total Consideration
July 15, 2019   130,208   -   Private sale   $0.0008   $104.1664
July 15, 2019   100,000   -   Private sale   $0.99   $99,000
September 23, 2019   111,000   -   TSX
Venture
Exchange
 (“TSXV”)		   $0.9372   $104,029.20
September 24, 2019   20,000   -   TSXV   $0.95   $19,000
September 25, 2019   14,500   -   TSXV   $0.8586   $12,449.70
September 26, 2019   20,000   -   TSXV   $0.8445   $16,890
September 27, 2019   2,500   -   TSXV   $0.79   $1,975
September 27, 2019   2,500   -   TSXV   $0.81   $2,025
September 27, 2019   35,000   -   TSXV   $0.86   $30,100
September 27, 2019   10,000   -   TSXV   $0.87   $8,700
September 30, 2019   2,500   -   TSXV   $0.77   $1,925
September 30, 2019   2,500   -   TSXV   $0.78   $1,950
September 30, 2019   5,000   -   TSXV   $0.83   $4,150
October 11, 2019   1,000   -   TSXV   $0.55   $550
October 11, 2019   -   5,000   TSXV   $0.54   $2,700
October 11, 2019   3,000   -   TSXV   $0.56   $1,680
October 11, 2019   3,500   -   TSXV   $0.57   $1,995
October 11, 2019   22,500   -   TSXV   $0.58   $13,050
October 11, 2019   44,500   -   TSXV   $0.60   $26,700
October 11, 2019   10,000   -   TSXV   $0.61   $6,100
October 11, 2019   3,500   -   TSXV   $0.62   $2,170
October 11, 2019   1,000   -   TSXV   $0.625   $625
October 11, 2019   2,000   -   TSXV   $0.64   $1,280
October 15, 2019   -   1,000   TSXV   $0.53   $530
October 15, 2019   -   1,000   TSXV   $0.54   $540
October 15, 2019   3,000   -   TSXV   $0.54   $1,620
October 15, 2019   -   1,000   TSXV   $0.55   $550
October 15, 2019   1,000   -   TSXV   $0.56   $560
October 15, 2019   1,000   -   TSXV   $0.60   $600
October 16, 2019   500   -   TSXV   $0.51   $255
October 16, 2019   14,500   -   TSXV   $0.52   $7,540
October 16, 2019   5,000   -   TSXV   $0.53   $2,650
October 17, 2019   4,000   -   TSXV   $0.51   $2,040
October 17, 2019   10,000   -   TSXV   $0.52   $5,200
October 17, 2019   10,000   -   TSXV   $0.53   $5,300
October 17, 2019   5,000   -   TSXV   $0.54   $2,700
October 17, 2019   5,000   -   TSXV   $0.55   $2,750
October 18, 2019   4,000   -   TSXV   $0.51   $2,040
October 18, 2019   24,000   -   TSXV   $0.52   $12,480
October 18, 2019   2,000   -   TSXV   $0.53   $1,060
October 21, 2019   6,500   -   TSXV   $0.51   $3,315

 

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2.3State the names of any joint actors.

 

Not applicable.

 

Item 3– Interest in Securities of the Reporting Issuer

 

3.1State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s securityholding percentage in the class of securities.

 

See item 2.2 above.

 

3.2State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

 

See item 2.2 above.

 

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3.3If the transaction involved a securities lending arrangement, state that fact.

 

Not applicable.

 

3.4State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

 

See item 2.2 above.

 

3.5State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which (a) the acquiror, either alone or together with any joint actors, has ownership and control, (b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and (c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

 

See item 2.2 above.

 

3.6If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

 

See item 2.2 above.

 

3.7If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

 

Not applicable.

 

3.8If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

 

Not applicable.

 

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Item 4– Consideration Paid

 

4.1State the value, in Canadian dollars, of any consideration paid or received per security and in total.

 

See item 2.2 above.

 

4.2In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

 

See item 2.2 above.

 

4.3If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

Not applicable.

 

Item 5 – Purpose of the Transaction

 

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

 

(a)the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

 

(b)a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

 

(c)a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

 

(d)a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

 

(e)a material change in the present capitalization or dividend policy of the reporting issuer;

 

(f)a material change in the reporting issuer’s business or corporate structure;

 

(g)a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

 

(h)a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

 

(i)the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

 

(j)a solicitation of proxies from securityholders;

 

(k)an action similar to any of those enumerated above.

 

5

 

The Acquiror holds his securities of the Issuer for investment purposes. Depending upon the circumstances, the Acquiror may, from time to time, acquire additional securities of the Issuer or sell all or a portion of the securities of the Issuer previously acquired.

 

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

 

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

 

The Acquiror is party to an escrow agreement dated June 12, 2019 (the “Escrow Agreement”), under which his Common Shares are held in escrow by TSX Trust Company and will be released as per the following schedule:

 

Date   Number of Common Shares to be Released
July 16, 2020   896,784
January 16, 2021   896,784
July 16, 2021   1,345,177
January 16, 2022   1,345,177
July 16, 2022   3,587,139

 

The Escrow Agreement does not limit the Acquiror’s ability to exercise the voting rights attached to his Common Shares held in escrow.

 

A copy of the Escrow Agreement is available on SEDAR.

 

Item 7 – Change in material fact

 

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

 

Not applicable.

 

Item 8 – Exemption

 

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

 

Not applicable.

 

6

 

Certificate

 

I, as the Acquiror, certify, or I, as the agent filing the report on behalf of an Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

Dated this 28th day of February, 2020

 

(signed) “Pierre-Luc Quimper”  
PIERRE-LUC QUIMPER  

 

 

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