Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
Bitfarms Ltd. (“Bitfarms” or the “Company”)
18 King Street East, Suite 902
Toronto, Ontario M5C 1C4
| Item 2 | Date of Material Change |
July 6, 2023.
| Item 3 | News Release |
The press release attached as Schedule “A” was released on July 6, 2023 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 Instrument 51-102 |
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 |
July 6, 2023.
Schedule “A”
Bitfarms Starts Production at Baie-Comeau and Increases Hashrate Target to 6.3 EH/s in Q3 2023
- New facility increases farms in production to 11 -
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 (July 6, 2023) - Bitfarms Ltd. (NASDAQ: BITF//TSX: BITF), a global vertically integrated Bitcoin mining company, closed the acquisition announced on April 11, 2023, of its newest farm in Baie-Comeau, Québec and immediately started production at the site. As a result, Bitfarms increased its target hashrate to 6.3 EH/s by the end of Q3 2023.
“Expanding operations to 11 farms marks another major milestone for Bitfarms,” said Geoff Morphy, CEO of Bitfarms. “Leveraging our development expertise, we have built out Baie-Comeau infrastructure with equipment repurposed from the sale of our De La Pointe location and the cost-effective redeployment of miners from within our fleet. Baie-Comeau is positioned to deliver 22 MW of hydro power capacity when complete. The hashing began with an initial 3 MW, and we expect to reach 11 MW at the site in Q3 2023. The remaining 11 MW is planned to come online in 2H 2024.”
Bitfarms’ SVP Corporate Development, Philippe Fortier, stated, “This accretive transaction was completed on-time and with minimal capital outlay. Consistent with our disciplined approach and with the upcoming halving in mind, we continue to pursue and evaluate similar bolt-on and larger transactions to drive growth.”
Bitfarms acquired an evergreen contract with the local utility in Baie-Comeau for 22 MW of hydro power, which included a 10-year lease in an industrialized area with the option to purchase at a fixed price throughout the lease term. Total consideration was CAD$2.5 million (US$1.9 million), with CAD$1.0 million (US$750,000), or 40% paid in cash, and 820,837 Bitfarms’ common shares, or 60%, issued at a price of CAD$1.83/share (US$1.38/share).
About Bitfarms Ltd.
Founded in 2017, Bitfarms is a global, publicly traded (NASDAQ/TSX: BITF) Bitcoin mining company. 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 farms, 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 sustainable, locally based, and often underutilized energy infrastructure.
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 | |
| · | W/TH = Watts per Terahash |
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 expectations for the new farm in Baie-Comeau and other statements regarding growth opportunities and prospects, and other statements regarding future plans and objectives of the Company, miner expansion, hashrate and energy costs 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”, “prospects”, “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 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