EX-99.1 2 ea176357ex99-1_bitfarms.htm MATERIAL CHANGE REPORT DATED APRIL 3, 2023

Exhibit 99.1

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1Name and Address of Company

 

Bitfarms Ltd. (“Bitfarms” or the “Company”)

18 King Street East, Suite 902

Toronto, Ontario M5C 1C4

 

Item 2Date of Material Change

 

April 3, 2023.

 

Item 3News Release

 

The press release attached as Schedule “A” was released on April 3, 2023, by a newswire company in Canada.

 

Item 4Summary of Material Change

 

The material change is described in the press release attached as Schedule “A”.

 

Item 5Full Description of Material Change

 

The material change is described in the press release attached as Schedule “A”.

 

Item 6Reliance of subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7Omitted Information

 

Not applicable.

 

Item 8Executive Officer

 

Nicolas Bonta

Chairman & Director

Bitfarms Ltd.

nbonta@bitfarms.com

 

Item 9 Date of Report

 

April 3, 2023.

 

 

 

 

SCHEDULE “A”

 

 

Bitfarms Mines 424 BTC in March

This news release constitutes a “designated news release” for purposes of the Company’s prospectus supplement dated August 16, 2021, to its short form base shelf prospectus dated August 12, 2021.

 

Toronto, Ontario and Brossard, Québec (April 3, 2023) - Bitfarms Ltd. (NASDAQ: BITF//TSX: BITF), a global Bitcoin self-mining company, provided a Bitcoin (BTC) production and mining operations update for March 2023.

 

“We improved our financial position in March 2023, reflecting stable production and an increasing BTC price,” said Geoff Morphy, CEO of Bitfarms. “During the month, we mined 424 BTC, added 30 BTC to treasury, and sold 394 BTC at an average selling price of $24,700 per BTC, in line with improving mining economics and lower debt obligations. Strengthening the Company’s balance sheet and reducing debt further, we ended March with $29 million in cash and equivalents, 435 BTC in custody, $22 million in vendor credits, and just $21 million in total indebtedness.”

 

Ben Gagnon, Chief Mining Officer of Bitfarms, said, “In March, we increased BTC production 17% year-over-year, even with energy curtailment in Quebec and Paraguay as well as continued network growth. In Q1 2023, BTC price increased by 72%, outpacing network difficultly growth of 32.5%. As a result, industry mining revenue is up 31% dollars per TH in the quarter. Continued rising difficulty levels reflect increasing investment and bullish sentiment in the mining industry overall.”

 

Mining Review

 

Energy curtailment in Quebec moderated in March, as warmer weather reduced the load provided back to the local power grids. However, extreme heat in Paraguay resulted in some energy curtailment during mid-March. Cooler temperatures arrived toward month end in the Southern Hemisphere. The table below presents an overview of March 2023 performance metrics as compared to both February 2023 and March 2022.

 

Key Performance Indicators  Mar. 2023  Feb. 2023  Mar. 2022
Total BTC Mined   424    387    363 
Month End Operating EH/s   4.8    4.7    2.7 
BTC/ Avg. EH/s   91    91    143 
Operating Capacity (MW)   188    188    121 
Hydropower MW   178    178    121 
Watts/Terahash Efficiency (w/TH)   39    39    42 
BTC Sold   394    387    2 

 

March 2023 Select Operating Highlights

 

4.8 EH/s online as of March 31, 2023, up 78% from March 31, 2022 and up 2% compared to February 28, 2023.
4.6 EH/s average online, compared to 4.3 EH/s in February 2023.
91.4 BTC/average EH/s, up marginally from 91 in February 2023.
424 new BTC mined, up 9.6% from March 2022 and up 16.8% from February 2023.
13.7 BTC mined daily on average, equivalent to about $390,000 per day and approximately $12.1 million for the month, based on a BTC price of $28,500 on March 31, 2023.

 

2

 

 

Gagnon added, “With an eye on continually improving cost controls, during March we successfully piloted a new feature in our proprietary management system to track real time energy consumption on an individual miner basis. Real time tracking allows for machine optimization and is scheduled to be deployed company-wide in April.”

 

Bitfarms’ BTC Monthly Production

 

The table below presents an overview of BTC mined per month in each of the first three months of 2023 and 2022, respectively.

 

Month  BTC Mined 2023  BTC Mined 2022
January   486    301 
February   387    298 
March   424    363 
Total YTD   1,297    962 

 

March 2023 Financial Update

 

Sold 394 BTC of the 424 BTC mined, generating total proceeds of $9.7 million.
Reduced total outstanding indebtedness by $2 million, leaving a balance of
$21 million at March 31, 2023.
Held 435 BTC in custody, representing a total value of approximately $12.4 million based on a BTC price of $28,500, at March 31, 2023.
Held $29 million in cash and cash equivalents at March 31, 2023.
Held a $22 million credit for pre-paid deposits to be applied against future miner purchase agreements at March 31, 2023.

 

Conferences and Events

 

Bitfarms plans to attend the following upcoming events:

 

April 27: Ladenburg Thalmann Technology Expo, New York City
May 18-20: BTC 2023, Miami FL
May 18: 18th Annual Needham Technology & Media Conference, Virtual

 

About Bitfarms Ltd.

 

Founded in 2017, Bitfarms is a global, publicly traded (NASDAQ/TSX: BITF) Bitcoin self-mining company. Bitfarms runs vertically integrated mining operations with in-house management and company-owned electrical engineering, installation service, and onsite technical repair. The Company’s proprietary data analytics system delivers best-in-class operational performance and uptime.

 

Bitfarms has 10 mining facilities around the world, which are located in four countries: Canada, the United States, Paraguay, and Argentina. Powered by predominantly environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed to using renewable, locally based, and often underutilized energy infrastructure.

 

3

 

 

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/

 

Glossary of Terms

 

BTC 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

 

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 Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

 

Forward-Looking Statements

 

This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. The statements and information in this release regarding ongoing operational and financial performance, debt reduction and liquidity, management of Bitcoin holding, and other future plans and objectives of the Company 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 potential resulting significant negative impact on the Company’s operations, the construction and operation of expanded blockchain infrastructure as currently planned, and the regulatory environment for cryptocurrency in the applicable jurisdictions.

 

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.

 

4

 

 

This forward-looking information is based on assumptions and estimates of management of the Company at the time they were 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 availability of financing opportunities, risks associated with economic conditions, dependence on management and conflicts of interest, the ability to service debt obligations and maintain flexibility in respect of debt covenants; economic dependence on regulated terms of service and electricity rates; the speculative and competitive nature of the technology sector; dependency on continued growth in blockchain and cryptocurrency usage; lawsuits and other legal proceedings and challenges; conflict of interests with directors and management; government regulations; the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing, including the Company’s ability to utilize the Company’s at-the-market equity offering program (the “ATM Program”) and the prices at which the Company may sell Common Shares in the ATM Program, as well as capital market conditions in general; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; 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; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the impact of energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates; 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; share dilution resulting from the ATM Program and from other equity issuances; and volatile securities markets impacting security pricing unrelated 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 facilities 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 applicable jurisdictions; the inability to maintain reliable and economical sources of power for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company’s electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates and the adverse impact on the Company’s profitability; the ability to complete current and future financings, any regulations or laws that will prevent Bitfarms from operating its business; 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, the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to the Company’s filings on www.SEDAR.com (which are also available on the website of the U.S. Securities and Exchange Commission at www.sec.gov), including the annual information form for the year-ended December 31, 2022, filed on March 21, 2023. The Company has also assumed that no significant events occur outside of Bitfarms’ normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, 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 any forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.

 

Contacts:

 

LHA Investor Relations
David Barnard

+1 415-433-3777

Investors@bitfarms.com

 

Actual Agency

Lisa Helfer

+1 646-373-9946

mediarelations@bitfarms.com

 

Québec Media: Tact

Louis-Martin Leclerc

+1 418-693-2425

lmleclerc@tactconseil.ca

 

 

5