Whistleblower Policy

1. General

Bitfarms Ltd., its subsidiaries, and affiliated companies (hereinafter jointly referred as “Bitfarms” or the “Corporation”) is committed to maintaining the highest standards of integrity and accountability in its business affairs while at the same time seeking to grow its business and enhance shareholder value. The guidelines and principles that should govern Bitfarms’ business conduct are set out in Bitfarms’ Code of Business Conduct and Ethics (the “Code”) which can be accessed on Bitfarms’ website at Bitfarms.com.

As part of Bitfarms’ commitment to ethical and responsible business conduct, Bitfarms is committed to maintaining accountability of accounting, internal controls, recordkeeping and auditing processes (“Financial Matters”) as well as creating a respectful and honest environment which does not tolerate discrimination, harassment, sexual harassment, fraudulent or unethical practices (“Other Matters”). It is Bitfarms’ policy to seek to ensure compliance with all applicable legal and regulatory requirements relating to Bitfarms’ business in all material respects. Bitfarms expects all directors, officers, employees, consultants and contractors to participate actively in maintaining this standard.

The purpose of this whistleblower policy (this “Policy”) is to provide directors, officers employees, consultants, and contractors with a confidential and anonymous process for disclosing complaints or concerns regarding Financial Matters and Other Matters. This Policy describes how and where to submit a complaint or concern, who deals with complaints and how complaints are expected to be handled, processed and documented. This Policy also describes the standards and principles that are expected to govern the processing of all complaints and concerns, whether they are received from people within the Corporation or third parties. This Policy is in no way intended to limit any person’s rights under applicable laws (the “Applicable Laws”) to report alleged violations of the Applicable Laws, the Corporation’s corporate policies (including this Policy) or otherwise to the appropriate governmental and regulatory authorities.

2. Communication of this Policy

Copies of this Policy are available to directors, officers, employees, consultants and contractors of the Corporation, either directly or by posting of this Policy on the Bitfarms website at www.bitfarms.com. All directors, officers and employees will be informed whenever significant changes to this Policy are made. New directors, officers, employees, consultants and contractors will be provided with a copy of this Policy.

3. Reporting Alleged Violations or Complaints

3.1 Reporting Complaints or Concerns

The Corporation has an open-door policy and invites all directors, officers, employees, consultants and contractors to share their questions, concerns, suggestions or complaints so they can be properly addressed. Any person with a complaint or concern regarding a Financial Matter or Other Matter relating to Bitfarms may submit their anonymous complaint or concern via an independent third-party platform available at http://bitfarms.ethicspoint.com/ or http://bitfarmsmobile.ethicspoint.com/ or by telephone at 1-844-992-4862 toll-free, within the United States, Guam, Puerto Rico and Canada, at 008-11-800 next dial 844-486-1618 from Paraguay, or at 0-800-222-1288 next dial 1-844-486-1618 from Argentina, which are accessible 24 hours a day, 7 days a week.

3.2 Anonymity and Confidentiality

The Corporation, including all persons designated to handle complaints or concerns under this Policy, will seek to treat all communications as confidential to the fullest extent permitted under applicable law and to the extent possible, consistent with the need to conduct an adequate investigation. To learn more about EthicsPoint, the third party platform put in place to file complaints or concerns and the anonymity and confidentiality of such reports, visit EthicsPoint: Frequently Asked Questions.

4. No Retaliation

It is the Corporation’s policy to ensure that applicable individuals can communicate freely in respect of matters covered by this Policy and be protected from any form of penalty or adverse employment consequence, including discharge, suspension, demotion or transfer, harassment, or discrimination (“retaliation”). Every director, officer, employee, consultant or contractor who makes a complaint in good faith regarding a perceived violation under this Policy will be protected against any retaliation. Any director, officer or employee who retaliates against someone who has reported a violation in good faith under this Policy may be subject to discipline up to and including termination of employment. This Policy is intended to encourage and enable officers, directors, employees, consultants, contractors, and others to raise complaints or serious concerns within the Corporation for proper resolution.

5. Acting in Good Faith

Anyone filing a complaint under this Policy must be acting in good faith and have an honest belief that the complaint is well-founded, including a reasonable factual or other basis for such complaint. Any complaints based on allegations that are without basis, cannot be substantiated, or that are proven to be intentionally misleading or malicious will be viewed as a serious offense and will be handled in accordance with this Policy.

6. Role of the Audit Committee and the Board of Directors

While maintaining the anonymity and confidentiality of the report, to the fullest extent permitted under the law, the Audit Committee and the Board of Directors will be informed of the filed complaints or concerns at regularly scheduled meetings (unless they are unfounded or unless the materiality of the complaint requires earlier action).

The Board of Directors may, from time to time, permit departures from the terms of this Policy, either prospectively or retrospectively. This Policy is not intended to establish, expand or otherwise modify civil liability on the part of the Corporation or its directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

7. Complaints from Third Parties

Complaints regarding Financial Matters or Other Matters may include complaints that are received from third parties. The procedure to handle complaints from third parties is the same as the complaints of concerns filed by from directors, officers, employees and/or contractors and shall be addressed online at the third party platform http://bitfarms.ethicspoint.com/ or http://bitfarmsmobile.ethicspoint.com/ or by telephone at 1-844-992-4862 toll-free, within the United States, Guam, Puerto Rico and Canada, at 008-11-800 next dial 1-844-486-1618 from Paraguay, or at 0-1-800-222-1288 next dial 1-844-486-1618 from Argentina, which are accessible 24 hours a day, 7 days a week. Any representative who receives a formal complaint from a third party (including the Corporation’s independent auditor) should forward such complaint to the third-party platform.

8. Review of Policy

The Audit Committee will review and evaluate this Policy on an annual basis to determine whether this Policy is effective in providing a confidential and anonymous procedure to report violations or complaints regarding Financial Matters of Other Matters.

9. Queries

If you have any questions about this Policy, please visit EthicsPoint: Frequently Asked Questions or contact the third party provider of the platform at Contact NAVEX Global.