Either net proceeds from this offering or cash on hand to be used to purchase cash-settled capped calls to offset economic dilution up to a cap of 125% premium to the last reported sale price of Bitfarms' common shares on Nasdaq on the date of pricing
TORONTO, Ontario and NEW YORK, Oct. 16, 2025 (GLOBE NEWSWIRE) -- Bitfarms Ltd. (NASDAQ/TSX:BITF), a North American energy and digital infrastructure company ("Bitfarms" or the "Company"), today announced that it has priced its offering of US$500 million aggregate principal amount of 1.375% convertible senior notes due 2031 (the "Convertible Notes"). Bitfarms has also granted the initial purchasers of the Convertible Notes an option to purchase, for a 13-day period beginning on and including the date on which the Convertible Notes are first issued, up to an additional US$88 million aggregate principal amount of the Convertible Notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $300 million (or $360 million if the initial purchasers exercise their option to purchase the option in full). The offering is expected to close, subject to customary closing conditions (including receipt of Toronto Stock Exchange ("TSX") approval), on or about October 21, 2025.
Description of Notes
The Convertible Notes will be senior unsecured obligations of the Company and will accrue interest at a rate of 1.375% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. The Convertible Notes will mature on January 15, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms. The Company will have the right to redeem the Convertible Notes in certain circumstances and will be required to offer to repurchase the Convertible Notes upon the occurrence of certain events.
Prior to October 15, 2030, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at the option of holders at any time until the close of business on the business day immediately preceding the maturity date.
The Convertible Notes will have an initial conversion rate of 145.6876 common shares per US$1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of approximately US$6.86 per common share. The initial conversion rate represents a premium of approximately 30% to the last reported sale price of US$5.28 per common share on the Nasdaq on October 16, 2025. The conversion rate and conversion price will be subject to adjustment in certain circumstances. In addition, if certain corporate events occur or the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for any Convertible Notes converted in connection with such corporate event or notice or redemption. The Company may settle conversions of the Convertible Notes in cash, common shares or a combination of cash and common shares, at the Company's election.
Use of Proceeds
The Company intends to use the net proceeds from the offering for general corporate purposes. Additionally, the Company intends to use either net proceeds from this offering or cash on hand to pay the cost of the capped call transactions described below.
Capped Call Transactions
In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated cash-settled capped call transactions with one or more of the initial purchasers of the Convertible Notes, their respective affiliates, and/or other financial institutions (the "capped call counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares initially underlying the Convertible Notes, assuming the initial purchasers do not exercise their option to purchase additional notes. The cap price of the capped call transactions is initially US$11.88 per common share, which represents a premium of approximately 125% to the last reported sale price of US$5.28 per common share on the Nasdaq on October 16, 2025, and will be subject to customary anti-dilution adjustments under the terms of the capped call transactions. If the initial purchasers of the Convertible Notes exercise their option to purchase additional Convertible Notes, the Company expects to use the net proceeds from the sale of additional Convertible Notes for general corporate purposes and additionally, the Company intends to use the net proceeds from the sale of the additional Convertible Notes or existing cash on hand to fund the cost of entering into additional capped call transactions with the capped call counterparties.
The capped call transactions are expected generally to reduce potential economic dilution upon conversion of any Convertible Notes and/or offset any cash payments the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, as the case may be, with such reduction and/or offset subject to a cap equal to approximately a 125% premium to the last reported sale price of Bitfarms' common shares on Nasdaq on the date of pricing.
In connection with establishing their initial hedges of ...
