Corporate Governance

Director Since: 2020

Committees:

• Audit
• Compensation
• Governance and Nominating
• Environmental and Social Responsibility

Professional Highlights:

• Hemlo Explorers Inc. (TSXV: HMLO), a natural resource exploration company – President, CEO and Director (since 2020)
• Voyageur Mineral Explorers Inc., a Canadian-based mineral exploration company – President, CEO and Director (2020-2021)
• Dundee Sustainable Technologies Inc., a metallurgical processing company – President, CEO and Director (2015-2021)
• Copper Road Resources Inc., a metals mining company – President, CEO and Director (2014-2021)
• Superior Copper Corporation (TSXV: SPC), a mineral exploration company – President, CFO and Director (2012-2016)

Current Public Company Boards:

• Hemlo Explorers Inc.

Other Notable Board Memberships and Affiliations:

• Nighthawk Gold Inc. (TSX: NHK) (2016-2024), Director

Education:

• B. Comm., Concordia University
• Certified Public Accountant Designation (CPA, CMA)

Key Skills and Qualifications:

Mr. Howlett is a seasoned public company senior executive with more than 35 years of experience in operational and financial leadership. His extensive service as senior officer and director of public companies equips him with valuable insights to oversee Bitfarms’ operations. As a Certified Public Accountant (CPA, CMA) he also contributes to the Board oversight of financial reporting, internal controls and risk management.

• Finance – Attained significant financial expertise through his experience as Chief Financial Officer, with oversight responsibilities for financial planning, reporting, capital allocation strategies and regulatory compliance. His successful track record in managing balance sheets and raising public equity for small cap companies contributes valuable perspective to the Board’s oversight of Bitfarms’ financial planning and growth strategy.
• Operations and Strategic Planning – Obtained through numerous executive leadership roles, including as CEO or a director of companies in cyclical and commodity-based industries with a heavy reliance on the exploration business enabling him to contribute to Bitfarms’ novel mining growth strategy.

Director Since: 2024

Professional Highlights:

• Lynx Collective
  A community of NYC startup founders and investors – Co-Founder (since 2023)
• Startup Advisor & Investor
  Coaching founders and investing in early stage startups – (since 2021)
• Paxos
  A financial technology company specializing in enterprise blockchain solutions– Chief Operating Officer (2014-2021)

Education:

• MBA, NYU Stern School of Business
• BS, Boston College

Key Skills and Qualifications:

Andrew J. Chang is a seasoned executive and entrepreneur with extensive experience in the cryptocurrency and blockchain industry. He served as Chief Operating Officer at Paxos for over 7 years, where he played a pivotal role in growing the company from a small startup to a $2.4 billion valuation. During his tenure, Mr. Chang oversaw the launch of the first regulated blockchain-focused trust company. His expertise lies in navigating complex regulatory environments, scaling operations, and creating effective communication frameworks. Prior to Paxos, Mr. Chang held operational and growth positions at Google, Techstars, WPP and several innovative startups.

• Industry Experience Seasoned executive and entrepreneur with extensive experience in the cryptocurrency and blockchain industry. He oversaw the launch of the first regulated blockchain-focused trust company, Paxos. Paxos is a fintech startup focused on building a blockchain infrastructure platform powering crypto and stablecoin solutions for companies like PayPal and Stripe.
• Growth Expertise Serving as the Chief Operating Officer at Paxos for a 7-year period, he played a pivotal role in growing the company from a small startup to a $2.4 billion valuation. . He has a successful track record in taking small start-up companies in their early stages and taking them to scale. Combined with his prior operational and growth positions at Google, Techstars and WPP, he has incredible experience and perspectives to contribute to Bitfarms’ growth strategy and evolution.
• Operations and Strategic Planning His expertise lies in navigating complex regulatory environments, scaling operations and creating an effective communication framework. He most recently has been helping startups in New York City learn, grow and connect. He helps operationalize and scale products, business units and companies to achieve industry wide leadership.

Director Since: 2024

Professional Highlights:

• Bitfarms A global vertically integrated Bitcoin data center company – Chief Executive Officer (since July 2024), Chief Mining Officer (2021-2024), Director of Mining Operations (2020), Director of Business Development (2019)
• Island Computer Ltd A global Bitcoin mining company – Founder and Chief Executive Officer (2015 – 2019)
• LuTech Mining Ltd Building industrial scale Bitcoin facilities – Chief Technology Officer (2018-2020)

Other Notable Board Memberships and Affiliations:

• Co-Chair, Canadian Blockchain Consortium Mining Committee
• Lead Analyst, Bitcoin Mining Council

Education:

• M.Sc. in Internet Computing, Hong Kong University
• B.Sc. in Economic Consulting and International Business, Kelley School of Business at Indiana University

Key Skills and Qualifications:

Mr. Gagnon is a proven strategist and people-focused executive in the Bitcoin mining space. He contributes extensive experience successfully guiding companies through the evolving cryptocurrency landscape. His ability to efficiently implement aggressive growth plans provides a critical bridge between the Board and management team, maximizing effective oversight and shareholder value creation opportunities.

• Industry Experience– Obtained from his roles as a founder and executive leader, including as CEO of multiple cryptocurrency mining companies. As CEO of Bitfarms, he brings deep familiarity with all aspects of the Company's operations, having collaborated closely with every team within Bitfarms. He contributes to the Board his broader industry insights developed through his leadership roles on several prominent industry associations focused on crypto-related mining.
• Operations– Demonstrated by his proven track record of overseeing the expansion of Bitfarms' mining operations and the effective integration of new technologies, which has driven the successful implementation of an aggressive growth strategy. This plan included diversification into synergistic new areas such as energy generation, heat recycling, energy trading and HPC (high performance computing) for AI, and the implementation of strategies related to the 2028 halving event.
• Strategic Planning / Finance– Gained from his leadership overseeing the development and execution of the Company's operational crypto mining strategy, including oversight of the associated capital allocation strategies, effective budgeting and cost management, as well as compliance and risk management, which have driven organic growth, captured market share in Bitcoin mining and diversified and strengthened the Company's vertically integrated operations.

Director Since: 2022

Committees:

• Governance and Nominating (Chair)
• Environmental and Social Responsibility (Chair)
• Compensation

Professional Highlights:

• Tahoe Resources (acquired by Pan American Silver in 2019), an international precious metals mining company – Executive Vice President Corporate Affairs and General Counsel (2010-2019)
• Western Asbestos Settlement Trust, an asbestos bankruptcy trust – General Counsel (2004-2006)
• Represent large multi-national corporations (Exxon, Shell Fibreboard, Mentor) in complex commercial litigation.

Current Public Company Boards:

• Osisko Gold Royalties (NYSE: OR) (since 2022)
• Nighthawk Gold (TSX: NHK) (since 2022)
• Prime Mining (TSX: PRYM) (since 2021)

Other Notable Board Memberships and Affiliations:

• STLLR Gold (TSX: STLR) – Independent Director, (2022-2024)
• International Bar Association – Co-Chair and Officer, Business Human Rights Committee (since 2012)
• Finalist, Canadiani General Counsel Award for ESG
• Best Mid-Cap Company, Sustainability, Ethics and Governance, Society of Corporate Secretaries (2015)

Education:

• B.A. in International Relations and Affairs, University of California, Los Angeles
• M.A. in International Peace Studies, University of Notre Dame
• J.D., University of San Francisco

Key Skills and Qualifications:

Ms. Hofmeister brings over 20 years of legal, corporate governance and sustainability expertise, with a strong track record of overseeing transformative growth at multinational companies. She contributes to the Board her extensive business strategy, due diligence and legal compliance expertise.

• Legal – Obtained extensive experience through a career in senior legal positions at public, private and non-profit organizations. Was the first employee at Tahoe Resources. In her General Counsel role at the start-up mining company, she led the IPO process, NYSE listing and the company’s growth into a successful multinational mid-cap precious metals producer.  During her tenure, she led debt financings, joint ventures, secondary share offerings, and several significant public-company acquisitions, Rio Alto (US$1 B.), Tahoe- Lakeshore Gold (US$1 B.), and Pan American Silver-Tahoe (US $1.1 B.).
• Corporate Governance – Gained deep corporate governance experience advising large and small multi-national companies on legal and compliance matters. Ms. Hofmeister began her career as counsel at a law firm, successfully managing complex litigation matters.
• Sustainability – Since 2006, Ms. Hofmeister has collaborated with rural and indigenous communities worldwide to promote human rights and sustainable development. Acquired substantial expertise leading the sustainability and governance affairs departments and as Co-Chair of the International Bar Association’s Business Human Rights Committee, which focuses on advancing sustainability principles and rule of law within the legal community.

Director Since: 2024

Committees:

• Audit (Chair)
• Compensation

Professional Highlights:

• SOVIAGO, a European food production company – CFO (since 2021), Director of Administration and Finance (2020-2021)
• MTI Conseils Inc., an accounting and outsourced CFO services consulting firm – Founder (since 2021)
• SATO Technologies TSXV: SATO, formerly known as Canada Computational Unlimited, a digital infrastructure and bitcoin mining company – COO (2022-2024), VP Finance (2021), CFO (2020-2021)
• Bois Montpetit S.E.N.C.R.L., a public accounting firm – Associate Partner (2018-2020)
• Raymond Chabot Grant Thornton, a financial services and tax advisory firm – roles in auditing (2010-2018)

Other Notable Board Memberships and Affiliations:

• Canadian Blockchain Consortium – Member of Mining Committee and President of Quebec Chapter (Since 2022)

Education:

• B.A., Institution des Chartreux, Lyon
• M.A., H.E.C Montreal
• B.B.A., H.E.C. Montreal

Key Skills and Qualifications:

Ms. Philip is a Certified Public Accountant (CPA) and recognized leader in digital assets and blockchain technology, and contributes to the Board her deep expertise in finance, public accounting, audit, and strategic mergers and acquisitions. Her extensive knowledge of the North American and European energy sectors, mining and AI provide valuable perspectives to the Board’s oversight of the Company’s expansion strategies.

• Industry Experience – Gained expertise across digital assets, cryptocurrency mining and AI technology through her experience serving in C-suite roles for a public digital asset mining company and her leadership position with Canada’s blockchain industry consortium. Ms. Philip has worked extensively to educate a diverse range of stakeholders about the blockchain industry, advocating for policy adaptations to keep pace with evolving technology and enhancing awareness of the sector’s complexities, especially in reporting and financial matters.
• Finance and Capital Markets – Acquired deep expertise in capital markets, strategic capital allocation and financial reporting through her senior executive roles in finance, including her tenure as CFO of a digital asset mining company. In her current CFO role, Ms. Philip oversees financial strategy and reporting, playing an instrumental role in several significant acquisitions, providing valuable insights into growth strategies and capital markets.
• Operational Experience – Gained valuable experience through her direct oversight of all operations as COO of a cryptocurrency mining company, managing North American energy contracts, supply chain, production and sales, which enables her to provide critical expertise to the Board in overseeing Bitfarms’ operational strategy.

Director Since: 2024

Committees:

• Compensation
• Governance and Nominating

Professional Highlights:

• Ewing Morris & Co. Investment Partners Ltd., Canadian, an investment management firm, Advisor, Engagement Investing (since 2022)
• Kingsdale Advisors,, strategic advisor on global shareholder, governance and transaction-related matters, CEO (2017-2021), Executive Vice President (2014-2016)
• Stifel Financial Corp.,, a diversified global wealth management firm and investment bank, Managing Director, Equity Capital Markets (2010-2013)
• Thomas Weisel Partners,, an investment bank acquired by Stifel, COO and Managing Director, Global Investment Banking (2008-2010)
• Westwind Partners, an investment bank acquired by Thomas Weisel, Director, Corporate Finance (2005-2008)

Current Public Company Boards:

• Irish Residential Properties REIT plc (ISE: IRES) (since 2024)
• American Hotel Income Properties REIT (TSX: HOT.UN, HOT.U) (since 2023)
• Mandalay Resources Corporation (TSX: MND, OTCQB: MNDJF) (since 2016)

Other Notable Board Memberships and Affiliations:

• None

Education:

• B.A., Western University
• M.B.A. and J.D., University of Toronto

Key Skills and Qualifications:

Ms. Freedman is a well-respected corporate governance and capital markets expert, with over 25 years of professional experience spanning the senior executive leadership level and service on multiple public company boards. Her insights into effective growth strategies leading corporate governance practices and her financial transaction experience are valuable additions to the Board's oversight of Bitfarms' growth strategy and shareholder value creation initiatives.

• Corporate Governance and Risk Management – As a former CEO of a strategic advisory firm and a seasoned investment management executive, Ms. Freedman contributes to the Board her deep understanding of investor perspectives, governance priorities and leading corporate governance practices. Her extensive experience advising public companies with a global footprint and natural resources operations equips her with a deep understanding of effective risk management strategies, which enhances the Board's oversight of Bitfarms' international operations.
• Finance and Capital Markets – In her current role as an advisor to an alternative asset manager focused on equity and credit strategies, Ms. Freedman oversees the fund's engagement investment opportunities strategy, contributing critical financial insights to the Board. She began her career in capital markets, spending 15 years as an investment banker with global firms such as Stifel Financial Corp. (NYSE: SF) and Morgan Stanley (NYSE: MS). This experience has provided her with valuable expertise in financial transactions, M&A and capital markets, which enables her to provide critical contributions to the Board's discussions on capital allocation and shareholder value creation strategies.