UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2025

 

 

Commission File Number: 001-40370

 

 

BITFARMS LTD.

(Translation of registrant’s name into English)

 

 

110 Yonge Street, Suite 1601, Toronto, Ontario, Canada M5C 1T4

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐               Form 40-F ☒

 

 

 

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

 

This report on Form 6-K, including the interim condensed consolidated financial statements for the three months ended March 31, 2025 and management’s discussion and analysis for the three months ended March 31, 2025, shall be deemed to be incorporated by reference as exhibits to the Registration Statements of Bitfarms Ltd. on Form F-10 (File No. 333-272989) and Form S-8 (File No. 333-278868 and File No. 333-285894) and to be a part thereof from the date on which this report was furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

See the Exhibits listed below.

 

Exhibits
Exhibit No.		Description
99.1		Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2025
99.2		Management’s Discussion & Analysis for the three months ended March 31, 2025
99.3		CEO Certification of Interim Filings - Interim Certificate dated May 14, 2025
99.4		CFO Certification of Interim Filings - Interim Certificate dated May 14, 2025

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	BITFARMS LTD.
	By:	/s/ Ben Gagnon
		Name:	Ben Gagnon
		Title:	Chief Executive Officer

 

Date: May 14, 2025

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

 

(Expressed in thousands of U.S. dollars - unaudited)

 

 

 

 

 

 

 

BITFARMS LTD.

TABLE OF CONTENTS

 

	Financial Statements (unaudited)
	Interim Consolidated Statements of Financial Position	3
	Interim Consolidated Statements of Profit or Loss and Comprehensive Profit or Loss	4
	Interim Consolidated Statements of Changes in Equity	5
	Interim Consolidated Statements of Cash Flows	6
	Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
1.	Nature of Operations	7
2.	Liquidity	8
3.	Basis of Presentation and Material Accounting Policy Information	9
4.	Significant Accounting Judgments and Estimates	14
5.	Business Combination	14
6.	Sale of the Yguazu Mining Site	16
7.	Digital Assets	17
8.	Inventories	18
9.	Derivative Assets and Liabilities	18
10.	Assets Held for Sale	20
11.	Impairment	21
12.	Property, Plant and Equipment	23
13.	Long-term Deposits and Equipment Prepayments	24
14.	Refundable Deposits	25
15.	Trade Payables and Accrued Liabilities	25
16.	Warrant Liabilities	26
17.	Income Taxes	27
18.	Share Capital	27
19.	Financial Instruments	29
20.	Net Loss Per Share	32
21.	Share-based Payments	32
22.	Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss	34
23.	Geographical Information	36
24.	Additional Details to the Statements of Cash Flows	37
25.	Commitments, Contingent Liability and Lawsuits	37
26.	Subsequent Events	40

  

 

BITFARMS LTD.

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands of U.S. dollars - unaudited)

 

						As of March 31,				As of December 31,
		Notes				2025				2024
Assets
Current
Cash							38,546				59,542
Trade receivables							2,680				1,259
Receivable from disposal of business			6				30,178				—
Other assets							6,855				7,285
Short-term prepaid deposits							9,954				14,554
Income taxes receivable							—				424
Digital assets			7				94,112				87,298
Digital assets - restricted			7				29,120				32,826
Inventories			8				4,886				1,180
Derivative assets			9, 19				2,325				3,418
Assets held for sale			10				5,608				5,923
							224,264				213,709
Non-current
Property, plant and equipment			12, 23				507,190				348,525
Right-of-use assets							23,700				23,020
Long-term deposits and equipment prepayments			13				12,912				56,367
Refundable deposits			14				5,355				21,956
Intangible assets							3,582				4,039
Total assets							777,003				667,616
Liabilities
Current
Trade payables and accrued liabilities			15				57,880				25,894
Derivative liabilities			9, 19				773				128
Current portion of long-term debt							520				146
Current portion of lease liabilities							3,316				2,089
Redemption obligation			7				20,073				—
Taxes payable							73				—
Warrant liabilities			16				2,396				8,013
							85,031				36,270
Non-current
Long-term debt							1,915				1,430
Lease liabilities							19,937				19,750
Asset retirement provision							3,323				2,106
Deferred tax liability							65				65
Other non-current liability							2,023				—
Total liabilities							112,294				59,621
Shareholders’ equity
Share capital			18				942,150				852,286
Equity warrants			18				11,477				—
Contributed surplus							72,190				67,521
Accumulated deficit							(366,892	)			(334,507	)
Revaluation surplus							5,784				22,695
Total equity							664,709				607,995
Total liabilities and equity							777,003				667,616

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

May 13, 2025		/s/ Brian Howlett		/s/ Ben Gagnon		/s/ Jeffrey Lucas
Date of approval of the financial statements		Chairman of the Board of Directors		Chief Executive Officer & Director		Chief Financial Officer

 

 

BITFARMS LTD.

INTERIM CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS

(Expressed in thousands of U.S. dollars, except per share amounts - unaudited)

 

						Three months ended March 31,
		Notes				2025				2024
Revenues			7, 22, 23				66,848				50,317
Cost of revenues			22				(67,390	)			(60,999	)
Gross loss							(542	)			(10,682	)
Operating expenses
General and administrative expenses			22				(20,173	)			(13,196	)
Gain on disposition of property, plant and equipment and deposits			6, 12				5,586				170
Impairment of non-financial assets			11				(17,230	)			—
Operating loss							(32,359	)			(23,708	)
Net financial income			22				2,110				11,443
Net loss before income taxes							(30,249	)			(12,265	)
Income tax recovery (expense)			17				(5,626	)			6,285
Net loss							(35,875	)			(5,980	)
Other comprehensive income (loss)
Item that will not be reclassified to profit or loss:
Change in revaluation surplus - digital assets, net of tax			7				(13,421	)			17,433
Total comprehensive (loss) income, net of tax							(49,296	)			11,453
Loss per share			20
Basic and diluted							(0.07	)			(0.02	)
Weighted average number of common shares outstanding			20
Basic and diluted							500,163,441				338,745,134

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

 

BITFARMS LTD.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of U.S. dollars, except number of shares - unaudited)

 

		Notes				Number of shares				Share capital				Equity warrants				Contributed surplus				Accumulated deficit				Revaluation surplus				Total equity
Balance as of January 1, 2025							479,332,885				852,286				—				67,521				(334,507	)			22,695				607,995
Net loss							—				—				—				—				(35,875	)			—				(35,875	)
Change in revaluation surplus - digital assets, net of tax							—				—				—				—				—				(13,421	)			(13,421	)
Total comprehensive loss, net of tax							—				—				—				—				(35,875	)			(13,421	)			(49,296	)
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax							—				—				—				—				3,490				(3,490	)			—
Share-based payment			21				—				—				—				4,437				—				—				4,437
Issuance of replacement share-based payment			5				—				—				—				232				—				—				232
Issuance of common shares			18				74,311,495				89,864				—				—				—				—				89,864
Issuance of equity warrants			18				—				—				11,477				—				—				—				11,477
Balance as of March 31, 2025							553,644,380				942,150				11,477				72,190				(366,892	)			5,784				664,709
Balance as of January 1, 2024							334,153,330				535,009				—				56,622				(299,810	)			2,941				294,762
Net loss							—				—				—				—				(5,980	)			—				(5,980	)
Change in revaluation surplus - digital assets, net of tax							—				—				—				—				—				17,433				17,433
Total comprehensive income, net of tax							—				—				—				—				(5,980	)			17,433				11,453
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax							—				—				—				—				7,498				(7,498	)			—
Share-based payment			21				—				—				—				3,094				—				—				3,094
Issuance of common shares			18				16,997,285				37,268				—				—				—				—				37,268
Exercise of stock options and warrant liabilities			18, 21				5,141,111				18,864				—				(27	)			—				—				18,837
Balance as of March 31, 2024							356,291,726				591,141				—				59,689				(298,292	)			12,876				365,414

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

 

BITFARMS LTD.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. dollars - unaudited)

 

						Three months ended March 31,
		Notes				2025				2024 (restated - Note 3e)
Cash flows used in operating activities
Net loss							(35,875	)			(5,980	)
Adjustment for non-cash items:
Depreciation and amortization			22, 24				29,693				38,977
Impairment of non-financial assets			11				17,230				—
Net financial income			22				(2,110	)			(11,443	)
Digital assets earned			7				(64,646	)			(49,423	)
Share-based payment			21, 22				4,437				3,094
Income tax expense (recovery)			17				5,626				(6,285	)
Gain on disposition of property, plant and equipment and deposits							(5,586	)			(170	)
Digital assets exchanged for services			7				5,178				—
Interest income received							411				902
Interest expenses paid			22				(646	)			(378	)
Income taxes paid							(78	)			(260	)
Changes in non-cash working capital components			24				27,785				(323	)
Net change in cash related to operating activities							(18,581	)			(31,289	)
Cash flows used in investing activities
Proceeds from sale of digital assets			7				37,263				49,570
Purchase of property, plant and equipment							(43,337	)			(3,920	)
Proceeds from sale of property, plant and equipment and assets held for sale							2,139				1,043
Purchase of marketable securities			22				(6,540	)			(2,284	)
Proceeds from disposition of marketable securities			22				6,931				2,622
Purchase of derivative assets and liabilities			9				(30,055	)			—
Proceeds from disposition of derivative assets and liabilities			9				28,472				—
Equipment and construction prepayments							(4,481	)			(74,015	)
Proceeds from sale of the Yguazu Mining site			6				32,038				—
Acquisition of business			5				(48,084	)			—
Net change in cash related to investing activities							(25,654	)			(26,984	)
Cash flows from financing activities
Issuance of common shares			18				23,608				37,268
Repayment of long-term debt							(15	)			(4,075	)
Proceeds from long-term debt							—				1,695
Repayment of lease liabilities							(288	)			(779	)
Exercise of stock options and warrants			18, 21				—				6,027
Net change in cash related to financing activities							23,305				40,136
Net decrease in cash							(20,930	)			(18,137	)
Cash, beginning of the period							59,542				84,038
Exchange rate differences on currency translation							(66	)			60
Cash, end of the period							38,546				65,961

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 1:

NATURE OF OPERATIONS

 

Bitfarms Ltd. was incorporated under the Canada Business Corporations Act on October 11, 2018 and continued under the Business Corporations Act (Ontario) on August 27, 2021. The consolidated financial statements of the corporation comprise the accounts of Bitfarms Ltd. and its wholly-owned subsidiaries (together referred to as the “Company” or “Bitfarms”). The common shares of the Company are listed on the Nasdaq Stock Market and the Toronto Stock Exchange (Nasdaq/TSX: BITF). Its registered office is located at 110 Yonge Street, Suite 1601, Toronto, Ontario, Canada, M5C 1T4.

 

The activities of the Company are mainly comprised of selling its computational power used for hashing calculations for the purpose of cryptocurrency mining in multiple jurisdictions as described in Note 23 “Geographical Information”. The Company’s operations are currently located in Canada, the United States, Paraguay, and Argentina. Volta, a wholly-owned subsidiary of the Company, assists the Company in building and maintaining its data centers and provides electrician services to both commercial and residential customers in Quebec, Canada.

 

Bitfarms primarily owns and operates data centers housing computers (referred to as “Miners”) designed for the purpose of validating transactions on the Bitcoin Blockchain (referred to as “Mining”). Bitfarms generally operates its Miners 24 hours per day to produce computational power used for hashing calculations (measured by hashrate) that Bitfarms sells to Mining pool operators under a formula-driven rate commonly known in the industry as Full Pay Per Share (“FPPS”). Under FPPS, Mining pool operators compensate Mining companies for their computational power used for hashing calculations, measured by hashrate, based on what the Mining pool operator would expect to generate in revenue for a given time period if there was no randomness involved. The fee paid by a Mining pool operator to Bitfarms for its computational power used for hashing calculations may be in cryptocurrency, U.S. dollars, or another currency. However, the fees are paid to the Company on a daily basis in BTC (as defined below). Bitfarms accumulates the cryptocurrency fees it receives or exchanges them for U.S. dollars through reputable and established cryptocurrency trading platforms.

 

As described in Note 5, the Company acquired Stronghold Digital Mining, Inc. (“Stronghold”) on March 14, 2025 (the “Stronghold Transaction”). Through the acquisition of Stronghold, the Company now owns and operates two refuse power generation facilities. The Company’s primary fuel source at these facilities is waste which is provided by various third parties. Waste tax credits are earned by the Company by utilizing refuse to generate electricity. The Company either consumes the energy internally to support computational activities related to hashing calculations or sells the energy it produces to the open market (the “Grid”).

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 1:

NATURE OF OPERATIONS (Continued)

 

Terms and definitions

In these financial statements, the terms below have the following definitions:

 

	Term	Definition
1	Backbone	Backbone Hosting Solutions Inc.
2	Volta	9159-9290 Quebec Inc.
3	Backbone Argentina	Backbone Hosting Solutions SAU
4	Backbone Paraguay	Backbone Hosting Solutions Paraguay SA
5	Backbone Mining	Backbone Mining Solutions LLC
6	Backbone Yguazu	Zunz SA
7	BTC	Bitcoin
8	BVVE	Blockchain Verification and Validation Equipment (primarily Miners and mining-related equipment)
9	MW	Megawatt
10	CAD	Canadian dollars
11	USD	U.S. dollars
12	ARS	Argentine pesos

 

NOTE 2:

LIQUIDITY

 

Bitfarms is primarily engaged in the Bitcoin Mining industry, a highly volatile industry subject to significant inherent risk. Declines in the market prices of cryptocurrencies, an increase in the difficulty of BTC mining, delays in the delivery of Mining equipment, changes in the regulatory environment and adverse changes in other inherent risks can significantly and negatively impact the Company’s operations and cash flows and its ability to maintain sufficient liquidity to meet its financial obligations. Adverse changes to the factors mentioned above can impact the recoverability of the Company’s digital assets and property, plant and equipment (“PPE”), resulting in impairment losses being recorded.

 

The Company’s operating cash flows are expected to remain negative until the Company has another significant revenue stream as the proceeds from the BTC sold from its mining operations are classified within investing activities. The Company’s current operating budget and future estimated cash flows indicate that the Company will generate positive cash flow in excess of the Company’s cash commitments, which includes proceeds from the sale of digital assets, within the twelve-month period following the date these interim condensed consolidated financial statements were authorized for issuance (the “twelve-month period”). These analyses are based on BTC market factors including price, difficulty and network hashrate for the twelve-month period.

 

At current BTC prices, the Company’s existing cash resources and the proceeds from sales of its BTC treasury and BTC earned may not be sufficient to fund capital investments to fully support its growth objectives. If the proceeds from the sale of BTC are not sufficient, the Company would be required to raise additional funds from external sources to meet these requirements. There is no assurance that the Company will be able to raise such additional funds on acceptable terms, if at all.

 

If the Company raises additional funds by issuing securities, existing shareholders’ ownership in the Company may be diluted. If the Company is unable to obtain financing, including by issuing securities, or if funds from operations and proceeds from sales of the Company’s BTC holdings are negatively impacted by the BTC price, or if the Company is in breach of its covenants, the Company may have difficulty meeting its payment obligations. On April 1, 2025, the Company secured a credit facility for up to $300,000 with Macquarie Equipment Capital, Inc. Refer to Note 26 for more details.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:

BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION

 

a.

Basis of preparation and measurement

 

The interim condensed consolidated financial statements (“Financial Statements”) of the Company comprise the accounts of Bitfarms Ltd. and its wholly-owned subsidiaries. These Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements, including International Accounting Standard 34, Interim Financial Reporting. These Financial Statements were approved by the Board of Directors (the “Board”) on May 13, 2025.

 

These Financial Statements do not include all the information required for full annual financial statements and should be read in conjunction with the audited annual consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2024.

 

The Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments and digital assets recorded at fair value, and assets held for sale measured at the lower of their carrying amount and fair value less costs to sell.

 

These Financial Statements have been prepared under the same accounting policies used in the audited annual consolidated financial statements for the year ended December 31, 2024, except for the material new accounting policies added during the three months ended March 31, 2025 and the new accounting standards issued and adopted by the Company which are described below. The accounting policies have been applied consistently by the Company’s entities and to all periods presented in these Financial Statements, unless otherwise indicated.

 

b.

Material new accounting policy information

 

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date at fair value, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred and included in general and administrative expenses.

 

The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:

BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

b.

Material new accounting policy information (Continued)

 

Warrants

The Company issues warrants which entitle the holder to buy the Company’s common shares at a predetermined exercise price within a certain time frame. The warrants may include a cashless exercise clause which would result in a variable number of shares being issued for a fixed price due to the unknown future price of the shares. The Company does not expect the warrants to be exercised on a cashless basis. Referred to as warrant liability, the Company records these warrants as a financial liability. Upon exercise, the Company records the exercised warrants at fair value immediately before settlement and records the gain or loss through the consolidated statements of profit or loss and comprehensive profit or loss. The Company subsequently measures the outstanding warrants at fair value at each reporting date and records the gain or loss through the consolidated statements of profit or loss and comprehensive profit or loss. Warrants issued which do not include a cashless exercise feature, referred to as equity warrants, are classified as equity instruments. Consideration received on the sale of a share and share purchase warrant is allocated using the fair value method.

 

Revenue recognition

Cryptocurrency Hosting Revenue

The Company has entered hosting contracts where it operates mining equipment on behalf of third parties within its facilities. Revenue from hosting contracts is measured as the Company meets its obligation of operating the hosted equipment over time. The Company receives proceeds net of commissions. Revenues are recorded at the gross amount and the commission expense is included in infrastructure costs.

 

Energy Revenue

The Company operates as a market participant through the Pennsylvania, New Jersey, Maryland (“PJM”) Interconnection, a Regional Transmission Organization (“RTO”) that coordinates the movement of wholesale electricity. The Company sells energy from its Panther Creek and Scrubgrass generating plants in the open market in the PJM RTO in the real-time, location marginal pricing market. Revenues from the sale of energy are earned as the energy is delivered as a series of distinct units that are substantially the same and have the same pattern of transfer to the customer over time and are, therefore, accounted for as a distinct performance obligation. Revenue from the sale of energy is recognized over time as energy volumes are generated and delivered to the RTO (which is contemporaneous with generation), using the output method based on megawatt hours for measuring progress. The Company applies the “right to invoice” practical expedient in recognizing revenue from the sale of energy. Under this practical expedient, revenue from the sale of energy is recognized based on the invoiced amount which corresponds directly with the value provided to the customer for the Company’s performance obligation completed to date.

 

Reactive energy power is provided to maintain a continuous voltage level. Revenue from reactive power is recognized ratably over time as the Company stands ready to provide it if called upon by the PJM RTO.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:

BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

b.

Material new accounting policy information (Continued)

 

Property, Plant and Equipment

 

Property, plant and equipment are depreciated as follows:

Asset Class	Depreciation Method	Depreciation period
BVVE
Miners	Straight-line	3 years
Mining-related equipment	Straight-line	5 years
Leasehold improvements	Straight-line	Shorter of the lease term and the expected life of the improvement
Machinery and equipment	Straight-line	5 to 20 years
Asset retirement cost	Straight-line	Over the lease term or 10 to 30 years
Buildings	Declining balance	4%
Power Plants	Declining balance	4%
Vehicles	Declining balance	30%

 

Leases

 

Right-of-use (“ROU”) assets are depreciated over the shorter of the lease term and the estimated useful lives of the assets, as follows:

Asset Class	Depreciation Method	Depreciation period
Leased premises	Straight-line	4-10 years
Machinery and equipment	Straight-line	3-4 years
Vehicles and other	Straight-line	3-5 years
BVVE	Straight-line	3 years

 

BTC Redemption Options and redemption obligation

A redemption obligation is recorded for the remaining BTC Redemption Options for which Miners have been shipped, reflecting the Company’s obligation to either redeem the BTC Pledged for cash or use the BTC Pledged for the purchase of the Miners. The redemption obligation amount represents the value of Miners shipped, for which BTC payments were made, and reduced by the value of the BTC redeemed. Refer to Note 7, 9, Note 13, Note 19 and Note 25 for more details.

 

c.

New accounting amendments issued and adopted by the Company

 

The following amendments to existing standards were adopted with no impact to the Company for its annual period beginning on January 1, 2025:

 

Amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”)

Amendments to IAS 21 require an entity to apply a consistent approach in assessing whether a currency can be exchanged into another currency and, when it cannot, in determining the exchange rate to use and the disclosures to provide.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:

BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

d.

New accounting amendments and standards issued to be adopted at a later date

 

The following amendments to existing standards have been issued and are applicable to the Company for its annual period beginning on January 1, 2026, with an earlier application permitted:

 

Amendments to IFRS 9, Financial Instruments (“IFRS 9”) and IFRS 7

Amendments to IFRS 9 and IFRS 7 clarify that financial assets and financial liabilities are recognized and derecognized at settlement date except for regular way purchases or sales of financial assets and financial liabilities meeting conditions for the new exception. The new exception permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date.

 

These amendments also provide guidelines to assess contractual cash flow characteristics of financial assets, which apply to all contingent cash flows, including those arising from environmental, social, and governance (ESG)-linked features.

 

In addition, the amendments for investments in equity instruments reported at fair value through other comprehensive income require separately disclosing the fair value gain or loss for investments derecognized in the period and investments held. The amendments added disclosure requirements for financial instruments with contingent features that could change the timing or amount of contractual cash flows that do not relate directly to basic lending risks and costs.

 

Furthermore, the amendments to IFRS 9 clarify: i) the requirements to account for an extinguishment of a lessee’s lease liability that results in a gain or loss recognized in net income; and ii) the definition of the term “transaction price”.

 

The Company is currently evaluating the impact of adopting the new standards on the Company’s Financial Statements.

 

The following new standard has been issued and is applicable to the Company for its annual period beginning on January 1, 2027, with an earlier application permitted:

 

IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”)

On April 9, 2024, the International Accounting Standards Board issued IFRS 18, the new standard on presentation and disclosure in financial statements, which will replace IAS 1, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

●

The structure of the statement of profit or loss, including specified totals and subtotals;

●

Required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (i.e., Management-defined performance measures); and

●

Enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

 

The Company is currently evaluating the impact of adopting the new standards on the Company’s Financial Statements.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:

BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

e.

Restatement of comparative figures

 

Restatement of comparative figures of the statement of cash flows

During the fourth quarter of 2024, the Company changed the presentation of the statements of cash flows and determined that the proceeds from sale of digital assets, which is accounted for as an intangible asset under IAS 38, should be classified as investing activities rather than operating activities. Accordingly, the Company has restated the statement of cash flows for three months ended March 31, 2024.

 

Adjustments to interim consolidated statement of cash flows for the three months ended March 31, 2024

 

		Three months ended March 31,
		2024 (as reported)				Cash flow reclassification				2024 (as restated)
Cash flows from (used in) operating activities
Net loss			(5,980	)			—				(5,980	)
Adjustments for:
Proceeds from sale of digital assets earned			49,570				(49,570	)			—
Net change in cash related to operating activities			18,281				(49,570	)			(31,289	)
Cash flows from (used in) investing activities
Proceeds from sale of digital assets earned			—				49,570				49,570
Net change in cash related to investing activities			(76,554	)			49,570				(26,984	)

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 4:

SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

 

The preparation of the Financial Statements requires Bitfarms’ management team (“Management”) to undertake judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. These estimates and judgments are based on Management’s best knowledge of the relevant events and circumstances and actions the Company may take in the future. The actual results may differ from these assumptions and estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to assumptions and estimates are recognized in the period in which the assumption or estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

The significant judgements made by Management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those described in the audited annual consolidated financial statements for year ended December 31, 2024, except for the following:

 

Business Combinations

Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date requires Management to make certain judgements and estimates about future events, including but not limited to forecasted revenues, operating costs and capital expenditures, future digital currency prices and income tax rates.

 

NOTE 5:

BUSINESS COMBINATION

 

On March 14, 2025 (the “Acquisition Date”), the Company acquired 100% of the issued share capital of Stronghold in a stock-for-stock merger transaction. Under the terms of the merger agreement, each Stronghold shareholder received 2.52 shares of Bitfarms for each Stronghold share they owned. A total of 59,866,852 common shares and 12,893,650 warrants were issued. In addition, the Company paid $51,060 on closing to retire Stronghold’s outstanding loans and other closing costs.

 

As a result of the business combination, the pre-existing hosting agreements between the Company and Stronghold are effectively settled. A gain of $945 was recognized on the settlement of the Refundable Hosting Deposits. Refer to Note 14 and Note 19 for more details.

 

Stronghold is a vertically integrated power generation and data center company focused on environmental remediation and reclamation services in Pennsylvania, United States. The Stronghold Transaction is aligned with the Company’s strategic objectives to diversify its operations and expand its presence in the United States through vertical integration of power generation and energy arbitrage capabilities.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 5:

BUSINESS COMBINATION (Continued)

 

Details of the purchase price allocation* and the fair value of the net assets acquired are as follows:

						As of March 14,
		Notes				2025
Purchase consideration
Cash paid through repayment of debts							44,982
Reimbursement of Stronghold’s acquisition-related costs							6,078
Fair value of shares issued**			18				66,452
Fair value of warrants issued			18				11,477
Fair value of replacement share-based payment			21				232
Settlement of Refundable Hosting Deposits			14, 19				15,474
Fair value of consideration transferred							144,695
Net identifiable assets acquired
Cash and cash equivalents							2,976
Accounts receivable							1,305
Short-term prepaid deposits							1,835
Other assets (current)							118
Inventories			8				3,269
Property, plant and equipment			12				158,289
Intangible assets							18
Right-of-use assets							1,594
Other non-current assets							1,550
Accounts payable and accrued liabilities			15				(20,804	)
Current portion of long-term debt							(420	)
Current portion of lease liabilities							(800	)
Long-term debt							(460	)
Non-current lease liabilities							(756	)
Asset retirement provision							(1,135	)
Other non-current liabilities							(1,884	)
Total net identifiable assets acquired							144,695

 

* The purchase price allocation for the acquisition reflects fair value estimates which are subject to change within the measurement period. The primary areas of purchase price allocation that are subject to change relate to the fair values of certain tangible assets, based on their condition. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company’s consolidated financial statements and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected.

 

** The fair value of the 59,866,852 shares issued as part of the consideration paid for Stronghold was based on the published share price on March 14, 2025 of $1.11 per share. Issuance costs of $196, which were directly attributable to the issuance of the shares, were netted against the deemed proceeds.

 

Total acquisition-related costs that were not directly attributable to the issue of shares amounted to $7,081, of which $1,571 were incurred in the three months ended March 31, 2025 and $5,510 were incurred during the year end December 31, 2024. These amounts were included in general and administrative expenses in the consolidated statements of profit or loss and comprehensive profit or loss.

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 5:

BUSINESS COMBINATION (Continued)

 

Revenue and profit and loss contribution

The following financial information presents the contributed revenue and profit and loss of the Company as if the closing of the Transaction occurred as of January 1, 2025 (“Proforma”). In addition, the contributed revenue and profit and loss of Stronghold since the Acquisition Date (“Actual Contribution”) are presented as follows:

 

		Proforma				Actual Contribution
		From January 1 to March 31, 2025				From March 15 to March 31, 2025
Revenue			76,448				1,083
Net loss			(31,980	)			(3,829	)

 

Purchase consideration - cash outflow

		Three months ended March 31,
		2025
Cash outflow, net of cash acquired
Cash consideration			51,060
Less: cash balances acquired			(2,976	)
Net cash outflow related to investing activities			48,084

 

NOTE 6:

SALE OF THE YGUAZU MINING SITE

 

On March 14, 2025, the Company completed the sale of its 200 MW site in Yguazu, Paraguay to HIVE Digital Technologies Ltd. (“HIVE”) pursuant to a binding letter of Intent (“LOI”) originally signed on January 24, 2025. The transaction involved the sale of the Company’s 100% ownership stake in the Yguazu, Paraguay Bitcoin data center. The total consideration of $63,260 and the transaction details are as follows:

						As of March 14
		Notes				2025
Consideration
Advance received in January 2025 upon signing the LOI							20,000
Cash received upon closing							12,038
Receivable over 6 equal monthly payments following the closing date*							31,000
Other costs assumed by HIVE							222
Total consideration							63,260
Net assets transferred**
Current assets							2,590
Property, plant and equipment			12				34,006
Intangible asset							309
Long-term deposits and equipment prepayments			13				18,321
Security deposit for energy			14				2,809
Total net assets transferred							58,035
Gain on disposal of subsidiary							5,225

 

* During the three months ended March 31, 2025, the Company recorded an allowance of $822 in Net financial income in the consolidated statements of profit or loss and comprehensive profit or loss, for a net receivable from the disposal of Yguazu Mining site of $30,178. The receivable is interest-free.

 

** Following the receipt of the closing calculation, the purchaser has a 45-day period to object which has not yet elapsed.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 7:

DIGITAL ASSETS

 

BTC transactions and the corresponding values for the three months ended March 31, 2025 and 2024 were as follows:

 

		Three months ended March 31,
		2025								2024
		Quantity				Value				Quantity				Value
Balance of digital assets including restricted digital assets and digital assets collateralized as of January 1,			1,285				120,124				804				33,971
BTC earned*			693				64,075				943				49,423
Hosting revenue received in BTC			6				571				—				—
BTC earned, not received			(9	)			(812	)			—				—
BTC exchanged for cash			(428	)			(37,263	)			(941	)			(49,570	)
BTC exchanged for services			(55	)			(5,178	)			—				—
Realized gain on disposition of digital assets**			—				4,748				—				11,063
Change in unrealized gain (loss) on revaluation of digital assets**			—				(23,033	)			—				12,655
Balance of digital assets including restricted digital assets as of March 31,			1,492				123,232				806				57,542
Less restricted digital assets as of March 31,***			(353	)			(29,120	)			—				—
Balance of digital assets excluding restricted digital assets as of March 31,			1,139				94,112				806				57,542

 

* Management estimates the fair value of BTC earned on a daily basis as the quantity of cryptocurrency received multiplied by the price quoted on Coinbase Prime on the day it was received. Management considers the prices quoted on Coinbase Prime to be a level 1 input under IFRS 13, Fair Value Measurement.

 

** A portion of the realized gain on disposition of digital assets and the change in unrealized gain (loss) on revaluation of digital assets is presented in other comprehensive income after reversing previously recorded revaluation loss on digital assets in the statement of profit or loss. For the three months ended March 31, 2025, a loss of $13,421, net of $4,864 of deferred income tax recovery, was presented in other comprehensive income (three months ended March 31, 2024: a gain of $17,433, net of $6,285 of deferred income tax expense).

 

*** Restricted digital assets comprises of i) 293 BTC for the BTC payment (“BTC Pledged”) to a third party as a deposit of Miners presented as restricted digital assets. As the Company has the right to redeem the BTC Pledged, the ability of the third party to control the asset is limited, and the BTC Pledged does not meet the definition of a sale. Refer to Note 9, 13 and 19 for more details; and ii) 60 BTC held by a financial institution in connection with BTC selling contracts. Refer to Note 9 for more details.

 

BTC Redemption Options and redemption obligation

A redemption obligation was recorded for the remaining BTC Redemption Options for which Miners have been shipped, reflecting the Company’s obligation to either redeem the BTC Pledged for cash or use the BTC Pledged for the purchase of the Miners. As of March 31, 2025, the redemption obligation amounted to $20,073, which represented the value of Miners delivered, for which BTC payments were made, and reduced by the value of the BTC redeemed.

 

No redemption obligation was recorded as of December 31, 2024, as the Miners ordered, for which the deposit payment in BTC was made, had not yet been shipped.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 8:

INVENTORIES

 

		As of March 31,				As of December 31,
		2025				2024
Waste, limestone and fuel oil*			2,617				—
Electronic and networking components			2,269				1,180
			4,886				1,180

 

* On the Acquisition Date, additions from the business combination amounted to $3,269 for inventories. Refer to Note 5 for more details.

 

NOTE 9:

DERIVATIVE ASSETS AND LIABILITIES

 

BTC option and selling contracts

Starting in the first quarter of 2023, the Company purchased BTC option contracts that gave it the right, but not the obligation, to sell digital assets at a fixed price. Option contracts are used to reduce the risk of BTC price volatility and reduce the variability of cash flows resulting from future sales of digital assets. The Company also entered into contracts and earned premiums by agreeing to sell BTC if the price reached specific targets. The Company did not apply hedge accounting to these contracts.

 

BTC Redemption Option

Starting November 2024, the Company entered into purchase orders of Miners with a supplier which allows the Company to pay for the Miners in cash, BTC or a combination of both. In the event that the Company elects to pay using BTC (BTC Pledged, as defined in Note 7) either full or partial, the Company has the option to redeem the BTC Pledged at the price originally pledged in four quarterly installments (“BTC Installments”) within 12 months after the redemption period starts. The redemption period starts when the Miners are shipped. If the Company elects not to redeem one of the BTC Installments, the Company forfeits the right to redeem the remaining BTC Installments. The right to redeem the BTC (“BTC Redemption Option”) meets the definition of an embedded derivative.

 

In November 2024, the Company paid for the Miners ordered using 351 BTC valued at $33,200, i.e. 351 BTC Pledged. On initial recognition, the Company recorded derivative assets of $1,349 with a corresponding reduction in long-term deposit and equipment prepayments as the Miners were not yet shipped. On January 30, 2025, the Company exercised its option to redeem the first installment of the BTC Pledged and redeemed 87 BTC for $8,308.

 

On March 12, 2025, an exchange agreement (“2025 Miners Swap Order”) was entered into to return 4,160 Bitmain T21 Miners. In consideration for the returned products, Bitmain provided the Company with a $9,484 credit. Simultaneously, the Company placed another purchase order for 3,660 Bitmain S21+ Miners at a purchase price of $11,858. The Company has the option to pay the net amount of $2,374 in cash or in BTC. On March 13, 2025, the Company paid the net $2,374 in BTC which can be redeemed on a quarterly basis, i.e. 29 BTC Pledged. On initial recognition, the Company recorded derivative assets of $393 with a corresponding reduction in long-term deposit and equipment prepayments as the Miners had not yet been shipped.

 

Refer to Note 7, Note 13, Note 19 and Note 25 for more details.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 9:

DERIVATIVE ASSETS AND LIABILITIES (Continued)

 

The following table summarizes the derivatives and reconciles the fair value measurement (Level 2):

 

		March 31,												December 31,
		2025												2024
		BTC Redemption Option				BTC option and selling contracts								BTC Redemption Option				BTC option and selling contracts
		Derivative Assets				Derivative Assets				Derivative Liabilities				Derivative Assets				Derivative Assets				Derivative Liabilities
Balance as of January 1,			3,418				—				(128	)			—				1,281				—
Remeasurement recognized in statement of profit or loss			(2,165	)			(3,291	)			1,742				2,069				15,871				(121	)
Purchases			—				27,265				2,790				—				13,610				351
Initial recognition			393				—				—				1,349				—				—
Sales			—				(23,295	)			(5,177	)			—				(30,762	)			(358	)
Balance as of period end			1,646				679				(773	)			3,418				—				(128	)
Total derivative assets			2,325												3,418
Total derivative liabilities			(773	)											(128	)

 

The following gain or loss on derivatives are recognized in Net financial income in the consolidated statements of profit or loss and comprehensive profit or loss:

		Three Months Ended March 31,
		2025				2024
Gain (loss) on BTC options and selling contracts derivatives
Unrealized change in fair value of outstanding contracts			(6,338	)			2,128
Realized gain on settled contracts			4,789				362
			(1,549	)			2,490
Gain (loss) on BTC Redemption Option
Unrealized change in fair value			(3,180	)			—
Realized gain on settled options			1,015				—
			(2,165	)			—
Total gain (loss) (Note 22)			(3,714	)			2,490

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 10:

ASSETS HELD FOR SALE

 

As of March 31, 2025 and December 31, 2024, assets held for sale* consisted of the following:

 

						As of March 31,				As of December 31,
		Note				2025				2024
Miners			i.				4,942				4,806
Mining electrical components							666				1,117
							5,608				5,923

 

* Assets held for sale were measured at the lower of their carrying amount and fair value less costs to sell at the time of the reclassification. The fair value of the asset was determined using the latest sale approach, which is based on recent sales price concluded by the Company. It is a level 3 measurement under the fair value hierarchy and is a non-recurring measurement. The key assumption used by Management to determine the fair value is the most recent amount invoiced to a third party for a Miner sold.

 

i.

Miners held for sale

 

The following table summarizes the movement of Miners held for sale:

 

		MicroBT WhatsMiner M30, M31 & M50 Miners								MicroBT WhatsMiner M20S Miners								Bitmain S19j Pro Miners								Total								Proceeds of sale				Gain/(loss) on sale
		Qty				Value				Qty				Value				Qty				Value				Qty				Value				Value				Value
Balance as of January 1, 2024			—				—				731				316				300				205				1,031				521				—				—
Additions			7,696				1,363				—				—				—				—				7,696				1,363				—				—
Dispositions			—				—				(258	)			(108	)			(300	)			(205	)			(558	)			(313	)			239				(74	)
Balance as of March 31, 2024			7,696				1,363				473				208				—				—				8,169				1,571				239				(74	)
Additions			30,606				6,565				—				—				2,609				822				33,215				7,387				—				—
Dispositions			(1,140	)			(251	)			—				—				—				—				(1,140	)			(251	)			289				38
Balance as of June 30, 2024			37,162				7,677				473				208				2,609				822				40,244				8,707				528				(36	)
Additions			277				62				—				—				5,786				1,587				6,063				1,649				—				—
Dispositions			(4,620	)			(1,022	)			—				—				—				—				(4,620	)			(1,022	)			1,049				27
Impairment			—				(3,120	)			(473	)			(208	)			—				(300	)			(473	)			(3,628	)			—				—
Balance as of September 30, 2024			32,819				3,597				—				—				8,395				2,109				41,214				5,706				1,577				(9	)
Additions			1,447				181				—				—				—				—				1,447				181				—				—
Dispositions			(9,339	)			(1,026	)			—				—				(399	)			(55	)			(9,738	)			(1,081	)			970				(111	)
Balance as of December 31, 2024			24,927				2,752				—				—				7,996				2,054				32,923				4,806				2,547				(120	)
Additions			7,673				2,739				—				—				—				—				7,673				2,739				—				—
Dispositions			(11,177	)			(1,283	)			—				—				—				—				(11,177	)			(1,283	)			1,578				295
Impairment (Note 11)			—				(1,320	)			—				—				—				—				—				(1,320	)			—				—
Balance as of March 31, 2025			21,423				2,888				—				—				7,996				2,054				29,419				4,942				1,578				295

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 11:

IMPAIRMENT

 

The following table summarizes the impairment loss in the consolidated statements of profit or loss and comprehensive profit or loss:

 

														Three months ended March 31,
																		2025
		Equipment and construction prepayments				Assets held for sale				ROU assets				Property, plant and equipment				Total
Argentina CGU			231				—				103				15,576				15,910
Miners held for sale			—				1,320				—				—				1,320
			231				1,320				103				15,576				17,230

 

During the three months ended March 31, 2025, as a result of the decline of the Company’s market capitalization and BTC prices, the Company performed evaluations of the recoverable amount of the assets for operating cryptocurrency mining facilities in Canada, United States, Argentina and Paraguay separately. The Company also observed an increase in gas prices which affects the Company’s cost of energy in Argentina. The recoverable amount for the Argentina cash generating unit (“CGU”) was calculated using the value in use model, which was determined to be lower than its carrying amount. Based on its calculation, the Company determined that an impairment loss should be recorded on its Argentina CGU in the amount of $15,910 during the first quarter of 2025.

 

Changes in the following assumptions would result in further impairment on the Argentina CGU as follows:

 

		Increase in impairment loss
A decrease of 5% of revenue			2,922
An increase of 5% in the discount rate			1,955
An increase of 5% in energy prices			1,351

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 11:

IMPAIRMENT (Continued)

 

The key assumptions used in the value in use calculation for the Argentina CGU were as follows:

 

Revenues*	Two optimistic and two pessimistic scenarios and one status quo scenario, each with an estimated future revenue per Terahash, were used to project revenues and associated cash flows from cryptocurrency mining. Management assigned probabilities to each scenario to calculate weighted average expected outcomes.	The weighted average daily revenue per Terahash used in the value in use calculation was $0.05/Terahash
Discount rate and period	The discount rate reflects Management’s assumptions regarding the unit’s specific risk. The pre-tax discount rate used was estimated with some of the risk already being implicitly reflected through management’s allocation of probabilities to the various scenarios included in the revenue calculation.	The value in use of the CGU was determined based on the present value of the expected cash flows over a four-year period discounted at an annual pre-tax rate of 30% in varying scenarios
Energy prices	Management estimated that energy prices for the duration of the forecasted years will be approximately:	$0.05 per kilowatt hour
Terminal values	Management estimated the terminal value of the Miners included in the CGU for the purposes of the impairment testing to be derived from the Miners direct margin applied to the ending hashrate for a period of:	Approximately 1 year

 

* Changes in BTC price and BTC network difficulty that can lead to changes in expected revenues were considered in the various scenarios listed above.

 

Refer to the discussion in Note 26 - Subsequent events (Argentina Operations), the outcome of which may result in further impairment in subsequent periods.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 12:

PROPERTY, PLANT AND EQUIPMENT

 

		Notes				BVVE				Land and buildings				Power plants				Machinery and Equipment				Leasehold improvements				Vehicles				Total
Cost
Balance as of January 1, 2025							425,447				34,426				—				—				59,827				1,748				521,448
Additions							77,783				438				—				—				2,980				108				81,309
Additions through business combination			5				39,490				5,937				92,228				18,376				580				1,678				158,289
Dispositions			6				(18,395	)			(15,611	)			—				—				—				—				(34,006	)
Transfer to assets held for sale			10				(31,974	)			—				—				—				—				—				(31,974	)
Balance as of March 31, 2025							492,351				25,190				92,228				18,376				63,387				3,534				695,066
Accumulated Depreciation
Balance as of January 1, 2025							141,878				819				—				—				29,377				849				172,923
Depreciation			22, 24				26,722				173				28				255				1,406				7				28,591
Transfer to assets held for sale			10				(29,214	)			—				—				—				—				—				(29,214	)
Impairment			11				8,380				—				—				—				7,162				34				15,576
Balance as of March 31, 2025							147,766				992				28				255				37,945				890				187,876
Net book value as of March 31, 2025							344,585				24,198				92,200				18,121				25,442				2,644				507,190
Cost
Balance as of January 1, 2024							354,803				5,740				—				—				50,728				1,262				412,533
Additions							294,311				29,114				—				—				10,228				529				334,182
Dispositions							(433	)			—				—				—				(560	)			(25	)			(1,018	)
Transfer to assets held for sale			10				(208,471	)			—				—				—				—				—				(208,471	)
Change in discount rate in asset retirement obligations							—				—				—				—				88				—				88
Sales tax recovery			22				(14,763	)			(428	)			—				—				(657	)			(18	)			(15,866	)
Balance as of December 31, 2024							425,447				34,426				—				—				59,827				1,748				521,448
Accumulated Depreciation
Balance as of January 1, 2024							199,794				424				—				—				25,656				647				226,521
Depreciation			22, 24				141,219				423				—				—				4,166				222				146,030
Sales tax recovery - depreciation			22, 24				(8,624	)			(28	)			—				—				(104	)			(4	)			(8,760	)
Dispositions							(62	)			—				—				—				(423	)			(16	)			(501	)
Transfer to assets held for sale			10				(197,199	)			—				—				—				—				—				(197,199	)
Impairment on deposits transferred to PPE							6,750				—				—				—				82				—				6,832
Balance as of December 31, 2024							141,878				819				—				—				29,377				849				172,923
Net book value as of December 31, 2024							283,569				33,607				—				—				30,450				899				348,525

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 12:

PROPERTY, PLANT AND EQUIPMENT (Continued)

 

Assets not subject to depreciation

As of March 31, 2025, property, plant and equipment that are not yet placed into service amounted to $12,928 and are not yet subject to depreciation.

 

Dispositions

Through the sale of the Yguazu Mining Site, the Company sold $34,006 of property, plant and equipment to HIVE. Refer to Note 6 for more details.

 

NOTE 13:

LONG-TERM DEPOSITS AND EQUIPMENT PREPAYMENTS

 

		As of March 31,				As of December 31,
		2025				2024
Security deposits for energy, insurance and rent*			8,376				4,513
Equipment and construction prepayments*			4,536				51,854
			12,912				56,367

*Following the sale of the Yguazu Mining Site, the Company sold $18,321 of long-term deposits and equipment prepayments to HIVE. Refer to Note 6 for more details.

 

Equipment and construction prepayments

The following table details the equipment and construction prepayments:

						As of March 31,				As of December 31,
		Note				2025				2024
March 2024 Purchase Order			i.				—				34,791
Other BVVE and electrical components							3,042				3,499
Construction work and materials*							1,494				13,564
							4,536				51,854

* Deposits for construction work and materials mainly related to the Argentina, Paraguay and United States expansions.

 

i.

March 2024 Purchase Order

 

As of March 31, 2025, the deposit balance for the March 2024 Purchase Order is detailed as follows:

		As of March 31,
		2025
		Value ($)				Quantity of Miners ordered (received or in transit)*
Non-refundable deposit on the March 2024 Purchase Order			69,234				25,583
Bitmain T21 Miners received or in transit			(17,108	)			(6,664	)
Bitmain S21 Miners received			(13,608	)			(3,975	)
Bitmain S21 Hydro Miners received or in transit			(4,338	)			(762	)
Bitmain S21 Pro Miners received			(34,180	)			(6,723	)
S21 received unrelated to deposits (unpaid Miners)			—				(6,384	)
Balance**			—				1,075

* The total hashrate from the Miners received corresponds to the total hashrate specified in the initial agreements. The quantity of Miners received may vary based on the individual specifications of each Miner.

** Remaining miners to be received that were paid with BTC Pledged and were not included in deposits.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 13:

LONG-TERM DEPOSITS AND EQUIPMENT PREPAYMENTS (Continued)

 

During the first quarter of 2024, the Company ordered 19,369 Bitmain T21 Miners, 3,975 Bitmain S21 Miners and 762 Bitmain S21 Hydro Miners (collectively defined as the “March 2024 Purchase Order”) for $51,285, $13,608 and $4,338, respectively, with deliveries scheduled from April 2024 to November 2024. In November 2024, the Company amended the March 2024 Purchase Order and upgraded 12,853 Bitmain T21 Miners to 12,853 S21 Pro Miners for $22,654. The amendment had an embedded derivative for the BTC Redemption Option, as described in Note 9, which was initially recognized at a fair value of $1,349, reducing the Company’s Long-term deposits and equipment prepayments. As of March 31, 2025, the remaining deposit amount related to the BTC Redemption Option is not significant.

 

NOTE 14:

REFUNDABLE DEPOSITS

 

		Notes				As of March 31,				As of December 31,
						2025				2024
Security deposits for energy			i.				5,005				7,740
Refundable Hosting Deposits			ii.				—				14,216
Other							350				—
							5,355				21,956

 

i.

Security deposits for energy

The security deposits for energy consumption related to the operational Paso Pe and in-construction Yguazu data centers in Paraguay, for which the undiscounted amounts represented $5,931 and nil, respectively, as of March 31, 2025 (December 31, 2024: $5,931 and $3,379, respectively), as the latter was disposed on March 14, 2025. Refer to Note 6.

 

ii.

Refundable Hosting Deposits

In September 2024 and in October 2024, the Company entered into two Miner hosting agreements (the “Panther Creek Hosting Agreement” and the “Scrubgrass Hosting Agreement”) with Stronghold which commenced on October 1, 2024 and November 1, 2024, respectively. In connection with the execution of these two Miner Hosting Agreements, the Company made two deposits of $7,800 with Stronghold (the “Panther Creek Refundable Deposit” and “Scrubgrass Refundable Deposit”, collectively, the “Refundable Hosting Deposits”). The Refundable Hosting Deposits bear an annual interest rate at Secured Overnight Financing Rate (“SOFR”) + 1% (the “Annual Interest Rate”). The Refundable Hosting Deposits were initially planned to be repaid in full to the Company within one business day from the end of the initial term expiring on December 31, 2025. Following the acquisition of Stronghold on March 14, 2025, the Panther Creek Hosting Agreement and Scrubgrass Hosting Agreement were terminated, settling the Refundable Hosting Deposits. Refer to Note 19 for more details on the financial instruments details.

 

NOTE 15:

TRADE PAYABLES AND ACCRUED LIABILITIES

 

		As of March 31,				As of December 31,
		2025				2024
Trade accounts payable and accrued liabilities*			44,087				21,915
Government remittances			8,153				3,736
BTC option and selling contracts payable			5,640				243
			57,880				25,894

 

* On the Acquisition Date, additions from the business combination amounted to $20,804 for trade accounts payable and accrued liabilities. Refer to Note 5 for more details.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 16:

WARRANT LIABILITIES

 

The fair value of warrant liabilities relating to the 2023 private placements described below was $2,396 as of March 31, 2025 (as of December 31, 2024: $8,013).

 

In November 2023, the Company completed a private placement that included 22,222,223 warrants and 3,000,000 broker warrants to purchase common shares (the “2023 private placement”). The warrants and broker warrants are convertible for a fixed number of common shares of the Company but have a contingent cashless exercise clause which results in a classification of the warrants and broker warrants as a financial liability and measurement of such warrants at fair value through profit or loss recognized in Net financial income.

 

Details of the outstanding warrant liabilities are as follows:

		As of March 31,								As of December 31,
		2025								2024
		three-month period								twelve-month period
		Number of warrants				Weighted average exercise price (USD)				Number of warrants				Weighted average exercise price (USD)
Outstanding, January 1,			10,841,482				1.17				35,105,390				2.83
Exercised			—				—				(5,111,111	)			1.17
Expired			—				—				(19,152,797	)			4.21
Outstanding balance as of period end			10,841,482				1.17				10,841,482				1.17

 

The weighted average contractual life of the warrants as of March 31, 2025, was 1.7 years (December 31, 2024: 1.9 years).

 

The Black-Scholes model and inputs below were used in determining the weighted average values of the warrants and broker warrants.

 

2023 warrants and broker warrants

		Remeasurement at period end
Measurement date		March 31, 2025				December 31, 2024
Dividend yield (%)			—				—
Expected share price volatility (%)			78	%			77	%
Risk-free interest rate (%)			3.94	%			4.27	%
Expected life of warrants (years)			1.65				1.89
Share price (CAD)		$	1.13			$	2.13
Exercise price (USD)		$	1.17			$	1.17
Fair value of warrants (USD)		$	0.22			$	0.74
Number of warrants (exercised) outstanding			10,841,482				10,841,482

 

Refer to Note 18 for equity warrant details.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 17:

INCOME TAXES

 

Current and deferred income tax (expense) recovery

		Three months ended March 31,
		2025				2024
Current tax (expense) recovery:
Current year			(763	)			—
Prior year			—				—
			(763	)			—
Deferred tax recovery (expense):
Current year			(4,863	)			6,285
Prior year			—				—
			(4,863	)			6,285
			(5,626	)			6,285

 

NOTE 18:

SHARE CAPITAL

 

Common shares

The Company’s authorized share capital consists of an unlimited number of common shares without par value and are fully paid which are as follows:

 

						Three Months Ended March 31,
		Note				2025				2024
Outstanding, January 1,							479,332,885				334,153,330
Issuance through at-the market equity offering program			i.				14,444,643				16,997,285
Issuance through business combination			5				59,866,852				—
Exercise of stock options			21				—				30,000
Exercise of warrant liabilities			16				—				5,111,111
Outstanding, March 31,							553,644,380				356,291,726

 

i.

At-The-Market Equity Offering Program (“ATM Program”)

Bitfarms commenced an ATM Program on March 11, 2024 (the “2024 ATM Program”), pursuant to which the Company may, at its discretion and from time-to-time, sell common shares of the Company, resulting in the Company receiving aggregate gross proceeds of up to $375,000. During the three months ended March 31, 2025, the Company issued 14,444,643 common shares in exchange for gross proceeds of $24,386 at an average share price of approximately $1.69. The Company received net proceeds of $23,608 after paying commissions of $732 to the sales agent and $47 in other transaction costs.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 18:

SHARE CAPITAL (Continued)

 

Equity warrants

On March 14, 2025, the Company issued 12,893,650 warrants at an average exercise price of $1.30 as part of the consideration paid to acquire Stronghold. The total value was $11,477 using the Black-Scholes valuation model. Refer to Note 5. The warrants are convertible for a fixed number of common shares of the Company, which are classified as equity instruments.

 

The Black-Scholes model and weighted average inputs below were used in determining the values of the warrants at initial recognition:

 

Measurement date		March 14, 2025
Dividend yield (%)			—	%
Expected share price volatility (%)			101	%
Risk-free interest rate (%)			4.15	%
Expected life of warrants (years)			5.96
Share price (CAD)		$	1.11
Exercise price (USD)		$	1.30
Fair value of warrants (USD)		$	0.89
Number of warrants issued			12,893,650

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 19:

FINANCIAL INSTRUMENTS

 

a.

Measurement categories and fair value

 

Financial assets and financial liabilities have been classified into categories that determine their basis of measurement. The following tables show the carrying values and the fair value of assets and liabilities for each of the applicable categories:

 

						As of March 31,				As of December 31,
Measurement						2025				2024
Financial assets at amortized cost
Cash			Level 1				38,546				59,542
Trade receivables			Level 3				2,680				1,259
Other receivables			Level 3				1,638				1,387
Security deposits for energy			Level 2				5,005				7,740
Refundable Hosting Deposits			Level 2				—				14,216
Other refundable deposits			Level 3				350				—
Receivable from disposal of business			Level 3				30,178				—
Financial assets at fair value through profit and loss
Derivative assets			Level 2				2,325				3,418
Total carrying amount and fair value							80,722				87,562
Financial liabilities at amortized cost
Trade accounts payable and accrued liabilities			Level 3				49,727				22,158
Redemption obligation			Level 3				20,073				—
Long-term debt			Level 2				2,435				1,576
Financial liabilities at fair value through profit and loss
Derivative liabilities			Level 2				773				128
Warrant liabilities			Level 2				2,396				8,013
Total carrying amount and fair value							75,404				31,875
Net carrying amount and fair value							5,318				55,687

 

The carrying amounts of cash, trade receivables, other receivables, security deposits for energy, Refundable Hosting Deposits, other refundable deposits, receivable from disposal of business, trade payables and accrued liabilities, redemption obligations and long-term debt presented in the table above are a reasonable approximation of their fair value due to their short-term maturity or they are valued using the income approach valuation technique.

 

Warrant liabilities

Warrant liabilities related to the 2023 private placements are classified as financial liabilities at fair value through profit or loss with the change in fair value recorded to Net financial income. The fair value measurement is categorized as Level 2 in the fair value hierarchy, is a recurring measurement and is calculated using a Black-Scholes pricing model at each reporting date. Refer to Note 16 for more details.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 19:

FINANCIAL INSTRUMENTS (Continued)

 

a.

Measurement categories and fair value (Continued)

 

Derivatives

The fair value of derivatives is categorized as Level 2 in the fair value hierarchy and is presented under derivative assets and liabilities in the consolidated statements of financial position. Their fair values are a recurring measurement. Refer to Note 9 for more details.

 

i.

BTC option and selling contracts (derivatives)

Fair value of derivative financial instruments generally reflects the estimated amounts that the Company would receive or pay, taking into consideration the counterparty credit risk or the Company’s credit risk at each reporting date. The Company uses market data such as BTC option futures to estimate the fair value of option contracts at each reporting date.

 

ii.

BTC Redemption Option (embedded derivative)

The purchase order agreements explained in Note 9 provide the Company with the option to redeem the BTC Pledged at a market price determined when the BTC was first pledged (“Agreed BTC Price”). The right to redeem the BTC Pledged meets the definition of an embedded derivative as the derivative that is embedded in the non-financial contract is not closely related to the host contract. Its fair value is determined using a combination of the Monte Carlo simulation model to simulate the future price of BTC using probability factors and the Black-Scholes Model to estimate the value of each BTC Redemption Option. At each reporting date, the fair value is determined by multiplying the number of redeemable BTC pledged by the present value of the difference between the Agreed BTC Price and the simulated spot price of BTC while considering the likelihood of exercising the quarterly installments, with the change in fair value recorded to Net financial income.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 19:

FINANCIAL INSTRUMENTS (Continued)

 

a.

Measurement categories and fair value (Continued)

 

Refundable deposits

The refundable deposits are measured at amortized cost using the effective interest rate (“EIR”) method and are classified as Level 2 according to the Company’s fair value hierarchy. Their fair values are a recurring measurement. The valuation technique used is the income approach (discounted future cash flows). Refer to Note 14 for more details.

 

i.

Refundable Hosting Deposits

The Refundable Hosting Deposits are accounted for as financial assets and recorded at fair value on initial recognition based on the contractual right to receive only each refundable hosting deposit plus interest at the end of the term. Following the acquisition of Stronghold on March 14, 2025, the Panther Creek and the Scrubgrass Hosting Agreements were terminated, settling the Refundable Hosting Deposits.

 

ii.

Security deposits for energy

Its EIR is 6% over an approximately three-year period. Following the disposal of the Yguazu Mining site, the deposits related to this project were derecognized.

 

The following table details the movement in the refundable deposits:

 

		Panther Creek				Scrubgrass				Refundable Hosting Deposits				Security deposits for energy				Other				TOTAL
Balance as of January 1, 2024			—				—				—				277				—				277
Additions			7,800				7,800				15,600				9,034				—				24,634
Initial loss on recognition			(675	)			(258	)			(933	)			(1,571	)			—				(2,504	)
Fair value at initial recognition			7,125				7,542				14,667				7,740				—				22,407
Interest income			261				103				364				—				—				364
ECLs			(409	)			(406	)			(815	)			—				—				(815	)
Balance as of December 31, 2024			6,977				7,239				14,216				7,740				—				21,956
Addition from business combination			—				—				—				—				350				350
Interest Income			187				126				313				74				—				387
Gain on settlement			603				342				945				—				—				945
Derecognition			(7,767	)			(7,707	)			(15,474	)			(2,809	)			—				(18,283	)
Balance as of March 31, 2025			—				—				—				5,005				350				5,355

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 20:

NET LOSS PER SHARE

 

For the three months ended March 31, 2025 and 2024, potentially dilutive securities have not been included in the calculation of diluted loss per share because their effect is anti-dilutive. The additional potentially dilutive securities that would have been included in the calculation of diluted earnings per share, had their effect not been anti-dilutive for the three months ended March 31, 2025, would have totaled 4,858,178 (three months ended March 31, 2024: 16,034,675).

 

NOTE 21:

SHARE-BASED PAYMENTS

 

The share-based payment expense related to stock options (“Options”) and restricted stock units (“RSU”) for employees, directors, consultants and former employees received was as follows:

		Three months ended March 31,
		2025				2024
Equity-settled share-based payment plans			4,437				3,094

 

Options

During the three months ended March 31, 2025, the Board approved Options grants to purchase 540,000 common shares in accordance with the Long-Term Incentive Plan (the “LTIP Plan”) adopted on May 18, 2021 (three months ended March 31, 2024: nil common shares). All Options issued according to the LTIP Plan become exercisable when they vest and can be exercised for a maximum period of 5 years from the date of the grant. In addition, the Company granted 302 Options to certain employees of Stronghold as part of the business combination described in Note 5.

 

Details of the outstanding stock options are as follows:

		Three months ended March 31,
		2025								2024
		Number of Options				Weighted Average Exercise Price ($CAD)				Number of Options				Weighted Average Exercise Price ($CAD)
Outstanding, January 1,			26,865,764				2.64				20,939,387				2.41
Granted			540,302				2.27				—				—
Exercised			—				—				(30,000	)			1.85
Forfeited			(57,500	)			3.10				(105,000	)			2.95
Expired			(12,500	)			3.03				—				—
Outstanding, March 31,			27,336,066				2.63				20,804,387				2.41
Exercisable, March 31,			2,113,900				0.54				9,911,000				1.79

 

The weighted average contractual life of the outstanding Options as of March 31, 2025 was 3.5 years (March 31, 2024: 3.8 years).

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 21:

SHARE-BASED PAYMENTS (Continued)

 

Options (Continued)

The inputs used to value the stock option grants using the Black-Scholes model are as follows:

Grant date		January 10, 2025
Dividend yield (%)			—
Expected share price volatility (%)			80	%
Risk-free interest rate (%)			4.46	%
Expected life of stock options (years)			3
Share price (CAD)		$	2.27
Exercise price (CAD)		$	2.27
Fair value of options (USD)		$	0.79
Vesting period (years)			1.5
Number of options granted			540,000

 

RSU

Details of the RSUs are as follows:

		Three months ended March 31,
		2025								2024
		Number of RSUs				Weighted Average Grant Price ($CAD)				Number of RSUs				Weighted Average Grant Price ($CAD)
Outstanding, January 1,			897,666				3.61				624,998				4.05
Granted			1,890,000				1.59				175,000				2.95
Outstanding, March 31,			2,787,666				2.24				799,998				3.81

 

During the three months ended March 31, 2025, the Company granted 1,890,000 RSUs to certain employees and executive Management of Stronghold as part of the business combination described in Note 5. 1,631,700 RSUs were fully vested upon grant and 258,300 RSUs vest approximately 17% every 3 months. The fair value of the RSUs is based on the Company’s share price at the date of grant.

 

During the three months ended March 31, 2024, the Board approved the grant of 175,000 RSUs to certain members of senior Management which vest 50% approximately one month from the grant date and an additional 25% every 6 months.

 

Share awards

During the three months ended March 31, 2025, following the Stronghold transaction, the Company entered into a stock award agreement as well as a consulting agreement with a former executive management of Stronghold and granted 1,542,320 share awards. The share awards shall fully vest in September 2025, subject to continued provision of services through this date. Notwithstanding the forgoing, the share awards can be accelerated and fully vested if certain conditions are met.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 22:

ADDITIONAL DETAILS TO THE STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS

 

Revenues

						Three months ended March 31,
			Notes			2025				2024
Cryptocurrency Mining							64,863				49,423
Cryptocurrency Hosting							571				—
Electrical services							1,094				894
Energy sales							320				—
							66,848				50,317

 

Cost of revenues

						Three months ended March 31,
		Notes				2025				2024
Energy			a				(25,408	)			(19,347	)
Depreciation and amortization			24				(29,693	)			(38,977	)
Hosting expenses							(7,735	)			—
Infrastructure expenses							(3,677	)			(1,967	)
Electrical components and salaries			a				(877	)			(708	)
							(67,390	)			(60,999	)

 

a.

Inventories

During the three months ended March 31, 2025, the cost of electrical component inventory and waste, limestone and fuel oil recognized as an expense and included in cost of revenues was $678 (three months ended March 31, 2024: $526).

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 22:

ADDITIONAL DETAILS TO THE STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS (Continued)

 

General and administrative expenses

 

						Three months ended March 31,
		Notes				2025				2024
Salaries and wages							(6,170	)			(6,047	)
Share-based payments			21				(4,437	)			(3,094	)
Professional services							(5,687	)			(1,658	)
Insurance, duties and other							(3,104	)			(1,957	)
Travel, motor vehicle and meals							(470	)			(246	)
Telecom hosting and telecommunications							(187	)			(78	)
Advertising and promotion							(118	)			(116	)
							(20,173	)			(13,196	)

 

Net financial income

 

						Three months ended March 31,
		Notes				2025				2024
Gain on revaluation of warrants							5,618				9,040
(Loss) gain on derivative assets and liabilities			9				(3,714	)			2,490
Gain on settlement of Refundable Hosting Deposits			14, 19				945				—
Gain on disposition of marketable securities			b				391				338
Interest income							950				680
Interest on long-term debt and lease liabilities							(645	)			(378	)
Loss on foreign exchange							(163	)			(61	)
Other financial expenses							(1,272	)			(666	)
							2,110				11,443

 

b.

Gain on disposition of marketable securities

 

During the three months ended March 31, 2025 and 2024, the Company funded its expansion in Argentina through the acquisition of marketable securities and the in-kind contribution of those securities to the Company’s subsidiary in Argentina. The subsequent disposition of those marketable securities in exchange for ARS gave rise to a gain as the amount received in ARS exceeded the amount of ARS the Company would have received from a direct foreign currency exchange.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 23:

GEOGRAPHICAL INFORMATION

 

Reportable segment

The reporting segments are identified on the basis of information that is reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated and to assess performance. Accordingly, for Management purposes, the Company is organized into one operating segment which meets the definition of a reportable segment, cryptocurrency Mining, which is the operation of data centers that support the validation and verification of transactions on the BTC blockchain, earning cryptocurrency for providing these services, as described in Note 1.

 

Revenues

Revenues* by country are as follows:

		Three months ended March 31,
		2025				2024
North America
Canada			29,778				32,138
United States			18,101				4,887
			47,879				37,025
South America
Paraguay			12,014				1,716
Argentina			6,955				11,576
			18,969				13,292
Global total			66,848				50,317

 

*

Revenues are presented based on the geographical contribution of computational power used for hashing calculations (measured by hashrate) or sales to external customers. During the years ended March 31, 2025 and 2024, the Company earned 97% and 98% of its revenues, respectively, from one Mining pool operator. The Company has the ability to switch Mining Pools or to mine independently at any time.

 

Property, Plant and Equipment and other non-current assets

The net book value of property, plant and equipment and other non-current assets (excluding financial assets and deferred tax assets) by country is as follows:

		As of March 31,												As of December 31,
		2025												2024
		PPE				Other				Total non-current assets				PPE				Other				Total non-current assets
North America
Canada			104,909				17,286				122,195				117,615				54,291				171,906
United States			291,591				20,744				312,335				62,854				15,491				78,345
			396,500				38,030				434,530				180,469				69,782				250,251
South America
Paraguay			73,286				1,417				74,703				112,452				12,594				125,046
Argentina			37,404				747				38,151				55,604				1,050				56,654
			110,690				2,164				112,854				168,056				13,644				181,700
Global Total			507,190				40,194				547,384				348,525				83,426				431,951

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 24:

ADDITIONAL DETAILS TO THE STATEMENTS OF CASH FLOWS

 

		Three months ended March 31,
		2025				2024
Changes in working capital components:
Decrease (increase) in trade receivables, net			702				(15	)
Decrease in other current assets			3,608				885
Increase in inventories			(429	)			—
Decrease (increase) in deposits			11,234				(1,670	)
Increase in trade payables and accrued liabilities			12,719				550
Decrease in taxes payable			(188	)			(73	)
Increase in other non-current liabilities			139				—
			27,785				(323	)
Significant non-cash transactions:
Issuance of common shares, warrants and RSUs in connection with the acquisition of Stronghold			78,161				—
Addition of ROU assets and related lease liabilities			134				91
Purchase of PPE financed by short-term credit			2,416				3,142
Equipment prepayments realized as additions to PPE			40,357				26,717
Computational power revenue and its related service expense			788				—
Depreciation and Amortization
Property, plant and equipment			28,591				38,103
ROU assets			936				808
Intangible assets			166				66
			29,693				38,977

 

NOTE 25:

COMMITMENTS, CONTINGENT LIABILITY AND LAWSUITS

 

Contingent liability

In 2021, the Company imported Miners into Washington State, United States, that the vendor located in China claimed originated in Malaysia. In early 2022, U.S. Customs and Border Protection challenged the origination of the Miners, asserting that the Miners were manufactured in China, and notified the Company of a potential assessment of a U.S. importation duty of 25%.

 

During the third quarter of 2023 and the first quarter of 2025, the Company submitted supporting documentation to U.S. Customs and Border Protection in defense of its position that the Miners were manufactured outside China and the associated custom duties in the amount of $9,424 do not apply. While the final outcome of this matter is uncertain at this time, Management has determined it is not probable that it will result in a future cash outflow for the Company and, as such, no provision was recorded as of March 31, 2025.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 25:

COMMITMENTS, CONTINGENT LIABILITY AND LAWSUITS (Continued)

 

Commitments

As of March 31, 2025, in relation to the March 2024 Purchase Order, the Company is committed to purchase 1,075 S21 Pro Miners yet to be delivered, for which BTC was pledged.

 

In addition, in relation to the 2025 Miners Swap Order, the Company is committed to return 4,160 Bitmain T21 Miners and to purchase 3,660 Bitmain S21+ Miners. In consideration for the returned products, the Company will receive a $9,484 credit refund that will be applied against the purchase price of $11,858. On March 13, 2025, the Company paid the net $2,374 in BTC.

 

As of March 31, 2025, the Company’s total remaining payment exposure obligations in connection with the Miner purchase orders were $27,296 for 293 BTC Pledged that can be redeemed in installments. Of the potential obligation of $27,296, $20,073 was recorded as redemption obligation in the consolidated statements of financial position as the Miners were shipped.

 

The Company is not obligated to redeem all or any of the BTC installments. If the Company elects not to redeem one of the BTC Installments, the Company forfeits the right to redeem the remaining BTC Installments. In January 2025 and April 2025, the Company exercised the first and second BTC Installment relating to the March 2024 Purchase Order, respectively. Refer to Note 7 and Note 9 for more details.

 

						As of March 31,
						2025
			Quantity of Restricted BTC				Potential Obligation
2023 Purchase Order and March 2024 Purchase Order			351				33,230
Redemption of BTC*			(87	)			(8,308	)
2025 Swap Order			29				2,374
			293				27,296

* The redemption of BTC in April 2025 for the second BTC installment is not included.

 

Lawsuits

						As of March 31,				As of December 31,
						2025				2024
FERC Matters			i.				1,065				—
Shareholder Securities Lawsuit			ii.				1,816				—
Total settlement accruals							2,881				—
Less current portion							(991	)			—
Effect of discounting							(117	)			—
Non-current portion							1,773				—

 

The undiscounted legal settlement accruals amounted to $2,881 as of March 31, 2025. The current portion and the non-current portion were recorded in accounts payable and accrued liabilities and in other non-current liabilities, respectively, in the consolidated statements of financial position (December 31, 2024: nil).

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 25:

COMMITMENTS, CONTINGENT LIABILITY AND LAWSUITS (Continued)

 

Lawsuits (Continued)

 

i. Federal Energy Regulatory Commission (“FERC”) Matters

On November 19, 2021, Scrubgrass received a notice of breach from PJM Interconnection, LLC alleging that Scrubgrass breached Interconnection Service Agreement – No. 1795 (the “ISA”) by failing to provide advance notice to PJM Interconnection, LLC and Mid-Atlantic Interstate Transmission, LLC pursuant to ISA, Appendix 2, section 3, of modifications made to the Scrubgrass Plant. On May 11, 2022, the Division of Investigations of the FERC Office of Enforcement (“OE”) informed the Company that the OE was conducting a non-public preliminary investigation concerning Scrubgrass’ compliance with various aspects of the PJM tariff.

 

On January 30, 2025, the Federal Energy Regulatory Commission (the “Commission”) approved a Stipulation and Settlement Agreement between the OE and Scrubgrass (the “Settlement Agreement”). Pursuant to the Settlement Agreement, Scrubgrass agreed to: (a) disgorge to PJM $679 in capacity revenues received during the relevant period; (b) pay a civil penalty of $741 for a total, including (a), of $1,420 to the United States Treasury; and (c) provide compliance training to relevant personnel and compliance monitoring reports. Scrubgrass is to pay the settlement amount over a period of three years. In the first year, Scrubgrass is to pay a lump sum of $355, which Scrubgrass paid in February of 2025. In the second and third years, Scrubgrass shall make 8 payments of $133 on a calendar quarter basis. For a period of five years following the effective date of the Settlement Agreement, Scrubgrass is to provide annual compliance training focused primarily on the applicable tariff and related rules, regulations, and requirements applicable to operating generators, to all personnel whose job responsibilities relate to the generators’ participation in Commission jurisdictional markets. As of March 31, 2025, the settlement accrual was $1,065 and represents the 8 installment payments.

 

ii. Shareholder Securities Lawsuit

On April 14, 2022, Stronghold, and certain of its former directors, officers and underwriters were named in a putative class action complaint filed in the United States District Court for the Southern District of New York (Winter v. Stronghold Digital Mining, Case No. 1:22-cv-3088). On October 18, 2022, the plaintiffs filed an amended complaint, alleging that the Company made misleading statements and/or failed to disclose material facts in violation of Section 11 of the Securities Act, 15 U.S.C. §77k and Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), about the Company’s business, operations, and prospects in the Company’s registration statement on Form S-1 related to its initial public offering, and when subsequent disclosures were made regarding these operational issues when the Company announced its fourth quarter and full year 2021 financial results, the Company’s stock price fell, causing significant losses and damages.

 

On December 16, 2024, the District Court issued an Order granting Preliminary Approval of the Class Action Settlement, Approving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of Settlement. The Company agreed to pay $4,750 in cash and 25 BTC. On January 15, 2025, $2,500 was covered by the Company’s insurance providers and Stronghold paid the remaining $2,250 into escrow. One BTC will be paid monthly for two years. The cash value of each Bitcoin is expected to be calculated monthly according to a price set by the Nasdaq Bitcoin reference price index. As of March 31, 2025, the settlement accrual was $1,816 and represents the value of the remaining 22 BTC to paid.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 26:

SUBSEQUENT EVENTS

 

Credit Facility

On April 1, 2025, the Company signed a credit facility for up to $300,000 (the “Credit Facility”) with Macquarie Equipment Capital, Inc. (“Macquarie”). The initial draw for $50,000 (“Initial Tranche”) will be used for project development soft costs of the Panther Creek data center and other general corporate purposes. The remaining $250,000 (“Second Tranche”) will be drawable as the Company achieves specific development milestones at the Panther Creek location and secured at the project level at which time the Initial Tranche will be rolled into the project facility. The facility expires two years from the closing date and incurs an annual interest rate of 8%.

 

In connection with the Initial Tranche, Macquarie received warrants for the purchase of $5,000 in shares of the Company. Under the loan agreement, up to $125,000 having been drawn under the Second Tranche for the Panther Creek development, Macquarie will receive additional warrants equal to 10% of the amount drawn under the Credit Facility.

 

The Credit Facility for the Initial Tranche includes various covenants for the Company and its subsidiaries including restrictions on dispositions, dividends, the incurrence of debt and liens, material changes in the nature of its business, related party transactions and investments.

 

The Company is subject to financial and non-financial covenants. As of May 13, 2025, the Company was not in breach of any of its Credit Facility covenants.

 

Redemption options of BTC

On April 30, 2025, the Company exercised its option to redeem the second installment of the BTC Pledged in relation to the purchase of Miners under the March 2024 purchase order. The Company redeemed 87 BTC for $8,308. See Note 7 for more details.

 

 

BITFARMS LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 26:

SUBSEQUENT EVENTS (Continued)

 

Argentina Operations

On April 30 2025, the Company was informed that its electricity supplier at Rio Cuarto, Argentina, Generación Mediterránea S.A. (“GMSA”), appointed local and international financial advisors to conduct a process with their creditors regarding the restructuring of all its financial debt, but confirmed that the Company would be able to continue consuming power at the Rio Cuarto site. GMSA is currently negotiating with its commercial suppliers. On May 12, 2025, the Company was informed by GMSA that, effective immediately, they were halting the supply of electricity to the Company’s Rio Cuarto, Argentina facility until further notice. At this stage, there is uncertainty around the potential resumption of the supply of electricity and the timing thereof. This event has necessitated a pause in the Company’s cryptocurrency Mining activities in Argentina and, unless resolved, may significantly impact the operations in that country. The Company is evaluating all of its options for its Argentina operations. The impact of this subsequent event is considered a non-adjusting subsequent event and not factored into the Company’s impairment analysis discussed in Note 11.

 

Class Action Lawsuit

On May 9, 2025, a purported shareholder filed a putative class action complaint in the United States District Court for the Eastern District of New York, in a case titled Olympio v. Bitfarms Ltd., Benjamin Gagnon, Jeffrey Lucas, and Geoff Morphy, case no 1:25-cv-02630, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, promulgated thereunder. The lawsuit alleges that the Company, its current CEO, its CFO and its former CEO made materially false and/or misleading statements regarding the Company’s business, operations and internal controls over financial reporting. The Plaintiff seeks class certification, unspecified damages plus interest and attorney and expert witness fees and other costs on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired Company common stock from March 21, 2023 and December 9, 2024. The Company cannot predict the duration or outcome of this lawsuit at this time. As a result, the Company is unable to estimate the reasonably possible loss or range of reasonably possible loss arising from this lawsuit. The Company intends to vigorously defend itself in this matter.

 

Exhibit 99.2

 

 

 

TABLE OF CONTENTS

 

1.	Introduction	3
2.	Company Overview	4
3.	Financial Highlights	6
4.	First Quarter 2025 Financial Results and Operational Highlights	7
5.	Production and Mining Operations	8
6.	Expansion Projects	9
7.	Financial Performance	13
8.	Selected Quarterly Information	20
9.	Non-IFRS and Other Financial Measures and Ratios	22
10.	Liquidity and Capital Resources	29
11.	Financial Position	40
12.	Financial Instruments	41
13.	Related Party Transactions	42
14.	Restatement	42
15.	Internal Controls Over Financial Reporting	43
16.	Recent and Subsequent Events	45
17.	Share Capital	46
18.	Regulatory Compliance	46
19.	Risk Factors	47
20.	Significant Accounting Estimates	47
21.	Material Accounting Policy Information and New Accounting Policies	47
22.	Cautionary Note Regarding Forward-Looking Statements	48
23.	Cautionary Note Regarding Non-IFRS and Other Financial Measures and Ratios	50
24.	Additional Information	50
25.	Glossary of Terms	51

 

 

1. INTRODUCTION

 

The following Management’s Discussion and Analysis (the “MD&A”) for Bitfarms Ltd. (together with its subsidiaries, the “Company” or “Bitfarms”) has been prepared as of May 13, 2025. This MD&A should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2025 and its accompanying notes (the “Financial Statements”), the Company’s 2024 audited annual consolidated financial statements and its accompanying notes (the “2024 Annual Financial Statements”) and the Company’s Annual Information Form dated March 26, 2025 (the “2024 AIF”), which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

 

The Company’s Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The Company’s Financial Statements and this MD&A are reported in thousands of U.S. dollars and U.S. dollars, respectively, except where otherwise noted.

 

Bitfarms’ management team (“Management”) is responsible for the preparation and integrity of the Financial Statements including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the Financial Statements and MD&A, is complete and reliable.

 

The Company utilizes non-IFRS financial measures and ratios in assessing operating performance. Non-IFRS financial measures and ratios may exclude the impact of certain items and are used internally when analyzing operating performance. Refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios and Section 23 - Cautionary Note Regarding Non-IFRS and Other Financial Measures and Ratios of this MD&A for more information.

 

This MD&A contains forward-looking statements. Refer to the risk factors described in Section 19 - Risk Factors of this MD&A and in Section 19 - Risk Factors of the Company’s MD&A for the year ended December 31, 2024, dated March 26, 2025 and to Section 22 - Cautionary Note Regarding Forward-Looking Statements of this MD&A for more information. This MD&A contains various terms related to the Company’s business and industry which are defined in Section 25 - Glossary of Terms of this MD&A.

 

In this MD&A, the following terms shall have the following definitions:

 

Term		Definition
Q1 2025		Three months ended March 31, 2025
Q1 2024		Three months ended March 31, 2024

 

 

2. COMPANY OVERVIEW

 

Founded in 2017, Bitfarms (Nasdaq/TSX: BITF) is a global, publicly traded energy and compute infrastructure company. Bitfarms primarily operates vertically integrated Bitcoin data centers with primarily in-house management and company-owned electrical engineering, installation service, and multiple onsite technical repair centers.

 

Bitfarms primarily owns and operates data centers housing computers (referred to as “Miners”) designed for the purpose of validating transactions on the Bitcoin Blockchain (referred to as “Mining”). Bitfarms generally operates its Miners 24 hours per day to produce computational power used for hashing calculations (measured by hashrate) that Bitfarms sells to Mining pool operators under a formula-driven rate commonly known in the industry as Full Pay Per Share (“FPPS”). Under FPPS, Mining pool operators compensate Mining companies for their computational power used for hashing calculations, measured by hashrate, based on what the Mining pool operator would expect to generate in revenue for a given time period if there was no randomness involved. The fee paid by a Mining pool operator to Bitfarms for its computational power used for hashing calculations may be in cryptocurrency, U.S. dollars, or another currency. However, the fees are paid to the Company on a daily basis in Bitcoin (“BTC”). Bitfarms accumulates the cryptocurrency fees it receives or exchanges them for U.S. dollars through reputable and established cryptocurrency trading platforms.

 

As described in Note 5 to the Financial Statements, the Company acquired Stronghold Digital Mining, Inc. (“Stronghold”) on March 14, 2025 (the “Stronghold Transaction”). Through the acquisition of Stronghold, the Company now owns and operates two refuse power generation facilities. Both facilities qualify as an “Alternative Energy System” under Pennsylvania, United States law because refuse is classified as a Tier II Alternative Energy Source (large-scale hydropower is also classified in this tier). The Company sells its electricity into the Pennsylvania, New Jersey, Maryland (“PJM”) Interconnection Merchant Market under a professional services agreement with Customized Energy Solutions, Ltd. The Company’s primary fuel source at these facilities is waste which is provided by various third parties. Waste tax credits are earned by the Company by utilizing refuse to generate electricity. The Company either consumes the energy internally to support computational activities related to hashing calculations or sells the energy it produces to the open market (the “Grid”).

 

 

2. COMPANY OVERVIEW (Continued)

 

Bitfarms currently has 15 operating Bitcoin data centers situated in four countries: Canada, the United States, Paraguay and Argentina, powered by long-term competitively priced power contracts.

 

The Company’s ability to operate and secure power through its production sites are summarized as follows:

 

Region			Energized capacity as of May 13, 2025				Contracted capacity as of May 13, 2025
North America
Canada			170 MW				180 MW	1
United States			153 MW				438 MW	2, 3
			323 MW				618 MW
South America
Paraguay			80 MW				80 MW
Argentina			58 MW				210 MW	4
			138 MW				290 MW
Total			461 MW				908 MW

 

1	The Company has secured the rights for 10 MW of hydro-electricity in the province of Quebec, Canada, but does not currently have a development plan for those 10 MW of power. Bitfarms is continuing its efforts to search for economically viable properties for the available 10 MW of hydro-electricity.
2	Refer to Section 6 - Expansion Projects for details on the timing of the remaining MW not yet operational.
3	The Company has a hosting contract to operate 21 MW of Miners on behalf of a third party at the Panther Creek Bitcoin data center.
4	The Company retains the option, subject to the receipt of additional government approvals, to expand the Rio Cuarto operation to the full contracted amount of 210 MW. However, on May 12, 2025, the Company was informed by GMSA that it will be halting until further notice the supply of electricity to the Company’s Rio Cuarto, Argentina facility. At this stage, the Company does not have certainty of the timing for when normal supply of electricity will resume, or whether it will resume at all, and the Company is evaluating all of its options for the Argentina operations including, but not limited to, discontinuing operations at Rio Cuarto, Argentina if normal operations cannot resume in the near term. Refer to Section 19 - Risk Factors (The Company’s operations in Rio Cuarto have been suspended due to a halt in its supply of electrical power).

 

 

3. FINANCIAL HIGHLIGHTS

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024
Revenues			66,848				50,317
Gross loss			(542	)			(10,682	)
Gross margin (1)			(1	)%			(21	)%
Operating loss			(32,359	)			(23,708	)
Operating margin (1)			(48	)%			(47	)%
Net loss			(35,875	)			(5,980	)
Basic and diluted loss per share			(0.07	)			(0.02	)
Gross Mining profit (2)			28,043				31,340
Gross Mining margin (2)			43	%			63	%
Adjusted EBITDA (2)			15,086				23,324
Adjusted EBITDA margin (2)			23	%			46	%

 

			As of March 31,				As of December 31,
			2025				2024
Total assets			777,003				667,616
Current financial liabilities			73,489				30,445
Non-current financial liabilities			1,915				1,430

 

There have not been any distributions or cash dividends declared per share for the periods disclosed above.

1	Gross margin and Operating margin are supplemental financial ratios; refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios.
2	Gross Mining profit, Gross Mining margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures or ratios; refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios.

 

 

4. FIRST QUARTER 2025 FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

 

Financial

●

Revenues of $66.8 million;

●

Gross Mining profit2 of $28.0 million (43% Gross Mining margin2);

●

Adjusted EBITDA2 of $15.1 million (23% Adjusted EBITDA margin2);

●

Gross loss of $0.5 million (Gross margin1 of negative 1%) including non-cash depreciation and amortization expense of $29.7 million, operating loss of $32.4 million (Operating margin1 of negative 48%) including an impairment loss of $17.2 million, and net loss of $35.9 million; and

●

Non-cash impairment loss of $15.9 million on Argentina CGU, as a result of macroeconomic and mining economic events.

 

Operations

●

Increased Hashrate under Management from 12.8 EH/s at December 31, 2024 to 19.5 EH/s at March 31, 2025, an increase of 52%, through the acquisition of Stronghold, which contributed 2.9 EH/s, and the installation of approximately 21,000 more efficient Miners;

●

Earned 693 BTC at an average direct cost of $47,800 per BTC2 or an average total cash cost of $72,300 per BTC2, and received 6 BTC through hosting revenue;

●

Held 1,492 BTC valued at approximately $123.2 million as of March 31, 2025;

●

Sold 428 BTC at an average price of $87,100 per BTC for total proceeds of $37.3 million, a portion of which was used to pay capital expenditures to support the Company’s growth and efficiency improvement objectives; and

●

Bitcoin One realized and unrealized loss of $1.5 million on BTC option and selling contracts.

 

Business Acquisition

●

Completed the acquisition of Stronghold for total consideration of $144.7 million, which provides up to 307 MW of additional power capacity to the Company’s operations and 648 MW of long-term power applications that the Company believes are well suited for HPC/AI, Bitcoin Mining and energy trading.

 

Expansions

●

Engaged strategic partners to accelerate HPC/AI development (refer to Section 6b - Expansion Projects (Development of HPC/AI Business)); and

●

Signed exchange agreements to return 4,160 Bitmain T21 Miners and purchase 3,660 Bitmain S21+ Miners (“2025 Miners Swap”) for a net payment of $2.4 million.

 

Paraguay

●

Completed the strategic sale of the Yguazu Mining Site for total consideration of $63.3 million.

 

Financing

●

Raised $23.6 million in net proceeds through the Company’s 2024 at-the-market equity offering program (“2024 ATM Program”).

 

Other

●

Appointed Craig Hibbard to Senior Vice-President of Infrastructure; and

●

Appointed James Bond to Senior Vice-President of HPC/AI.

 

1	Gross margin and Operating margin are supplemental financial ratios; refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios.
2	Gross Mining profit, Gross Mining margin, Adjusted EBITDA, Adjusted EBITDA margin, Direct Cost per BTC and Total Cash Cost per BTC are non-IFRS measures or ratios; refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios.

 

 

5. PRODUCTION AND MINING OPERATIONS

 

Key Performance Indicators

 

		Three months ended March 31,
		2025				2024				% Change
Total BTC earned			693				943				(27	)%
BTC received through hosting revenue			6				—				100	%
Average Watts/Average TH efficiency*			20				35				(43	)%

 

*	Average Watts represents the average energy consumption of deployed Miners

 

Q1 2025 v. Q1 2024

●

693 BTC earned in Q1 2025, compared to 943 BTC earned in Q1 2024, representing a decrease of 27% as a result of reduced Block Rewards following the April 2024 halving event and a 44% increase in average Network Difficulty, partially offset by an increase in Hashrate from the Company’s expansions and upgrades to its Miner fleet with additional and higher efficiency Miners; and

●

Improved ending energy efficiency to 19 Watts/TH on March 31, 2025 compared to 34 Watts/TH on March 31, 2024, as a result of the Company upgrading its fleet with more efficient Miners. This improvement resulted in a 20 average Watts/Average TH efficiency during Q1 2025, compared to 35 average Watts/Average TH efficiency during Q1 2024, representing an improvement of 43%.

 

		As of March 31,				As of December 31,
		2025				2024				% Change
Period-end operating EH/s			19.5				12.8				52	%
Watts/TH efficiency*			19				21				(10	)%
Period-end energized capacity (MW) **			461				394				17	%

 

* Watts represents the energy consumption of deployed Miners

** Includes 21 MW operated on behalf of a third party through a hosting contract at the Panther Creek Bitcoin data center (as of March 31, 2024: nil)

 

As of March 31, 2025 v. as of December 31, 2024

●

19.5 EH/s online as of March 31, 2025, compared to 12.8 EH/s online as of December 31, 2024, an increase of 52%, as a result of the Company’s expansion in United States, including the acquisition of Stronghold, as well as the upgrade of its Miner fleet with higher efficiency Miners;

●

Ending energy efficiency of 19 Watts/TH on March 31, 2025 compared to 21 Watts/TH on December 31, 2024, an improvement of 10% as a result of the Company upgrading its fleet with more efficient Miners; and

●

461 MW energized capacity as of March 31, 2025, compared to 394 MW energized capacity as of December 31, 2024, an increase of 17%, mainly due to the acquisition of Stronghold (resulting in an additional 44 MW, including 21 MW used for a hosting contract with a third party), and the installation of miners in Sharon, United States and Baie-Comeau, Canada.

 

 

6. EXPANSION PROJECTS

 

The Company describes its expansion plans below under the sections entitled “United States Expansion”, “Paraguay Expansion”, and “Canada Expansion”. These expansion projects do not include updates from 2024 or earlier.

 

As of March 31, 2025, the Company operated 19.5 EH/s under Management across its facilities, an increase of 6.7 EH/s, or 52%, compared to December 31, 2024. The increase is attributed to the installation of additional Miners mainly in the United States, the acquisition of the operations of Stronghold in Pennsylvania, United States (which included assumption of Stronghold’s existing hosting agreement with a third party); and the Company upgrading its overall fleet with more efficient Miners.

 

Through its expansion projects and the investment in its fleet upgrade, the Company achieved its first 2025 targets of 18 EH/s operational and 19 w/TH installed and is executing towards its target of 21 EH/s by June 30, 2025.

 

The Company continues to prudently explore further opportunities to expand its infrastructure and improve its Mining hardware to increase the Company’s Hashrate and Miner efficiency and to monetize the Company’s infrastructure to create long-term value for shareholders.

 

Cautionary statements

The estimated costs and timelines to achieve these expansion plans may change based on, among other factors, the cost and supply of Bitcoin Mining equipment, the ability to import equipment into countries where it operates in a cost-effective and timely manner, the supply of electrical and other supporting infrastructure equipment, the availability of construction materials, currency exchange rates and the impact of geopolitical events on the supply chains described above. The Company’s expansion plans rely on a consistent supply of electricity at cost-effective rates; refer to Section 19 - Risk Factors (Section Economic Dependence on Regulated Terms of Service and Electricity Rates Risks) of the MD&A for the year ended December 31, 2024, dated March 26, 2025 for further details, including a description of these and other factors.

 

Fleet Upgrade

The fleet upgrade plan described below underpinned the Company’s 2024 expansion strategy. Securing additional Miners was anticipated to benefit the Company by capitalizing on elevated Bitcoin prices and drive rapid and meaningful improvements across three key operating metrics: Hashrate, energy efficiency and operating costs per TH.

 

 

6. EXPANSION PROJECTS (Continued)

 

Fleet Upgrade (Continued)

 

The following table details the status of the latest Miner orders as of May 13, 2025:

 

Date		Order		Quantity1				Miner Model		Miners Energized				Hashrate (EH/s)2				Remaining Miners
Q4 2023		Purchase Order			35,898			Bitmain T21			35,898				6.8				—
Q1 2024 (amended Q4 2024)		Purchase Option			22,234			Bitmain T21			22,234				4.2				—
		(amended Q4 2024)			6,000			Bitmain S21 Pro			6,000				1.4				—
					28,234						28,234				5.6				—
Q1 2024 (amended Q4 2024)		March 2024			6,475			Bitmain T21			3,736				0.7				2,739
		Purchase Order			12,700			Bitmain S21 Pro			9,820				2.3				2,880
		(amended Q4 2024)			3,975			Bitmain S21			3,975				0.9				—
					762			Bitmain S21 hydro			762				0.3				—
					23,912						18,293				4.2				5,619
Q1 2025		2025 Miners Swap			(4,160	)		Bitmain T21			—				—				(4,160	)
					3,440			Bitmain S21 Plus			3,058				—				382
					(720	)					3,058				—				(3,778	)
					87,324						85,483				16.6				1,841

 

1	The total Hashrate from the Miners received corresponds to the total Hashrate specified in the initial agreements. The quantity of Miners received may vary based on the individual Hashrate specifications of each Miner.
2	The Hashrate is based on the average Miner specifications stated in the purchase agreements and the Company’s actual realized Hashrate may differ.

 

On March 12, 2025, in connection with the Purchase Order, an exchange agreement was signed to return 4,160 Bitmain T21 Miners. In consideration for the returned Miners, Bitmain will refund the Company with a $9.5 million credit. Simultaneously, the Company placed another purchase order (’’2025 Miners Swap’’) for 3,660 Bitmain S21+ Miners at a purchase price of $11.9 million. On March 13, 2025, the net $2.4 million obligation was paid in BTC that can be repurchased in four quarterly installments at a predetermined price.

 

The March 2024 Purchase Order, combined with the Purchase Order and Purchase Option, enabled the Company to reach 19.5 EH/s operating capacity and 19 w/TH efficiency in Q1 2025. The Company intends to continue liquidating older Miners to offset the cost of the capital expenditure. During Q1 2025, the Company sold 11,177 older generation Miners to third parties for approximately $1.6 million. Refer to Note 10 to the Financial Statements.

 

Stronghold and Yguazu data centers

The Stronghold Transaction and the Yguazu Sale (as defined below) enabled the Company to rebalance its portfolio of MW to approximately 70% in North America and 30% outside of North America and is expected to reduce the Company’s average energy costs per kWh by up to 10%. Proceeds from the transaction will be reinvested towards its 1.1 GW growth pipeline as part of the Company’s planned United States expansion for BTC and HPC/AI infrastructure, which marks a significant milestone in the Company’s transition from an international Bitcoin miner to a North American energy and compute infrastructure company.

 

 

6. EXPANSION PROJECTS (Continued)

 

Development of HPC/AI Business

In January 2025, the Company engaged two separate consultants in HPC/AI, Appleby Strategy Group (“ASG”) and World Wide Technology (“WWT”), to conduct formal evaluations of the Company’s data centers and energy assets for potential partial or total conversion to HPC/AI. In parallel, ASG and WWT will conduct feasibility assessments, data center engineering, site map planning, construction budgeting, and help build accelerated sales and development strategies. Combined, they will support the building of the Company’s operational capabilities and market the Company’s sites to potential HPC/AI customers.

 

In April 2025, phase 1 feasibility assessments from WWT were provided to the Company and confirmed the suitability of all US sites and most Canadian sites for potential conversion to HPC/AI.

 

United States Expansion

 

Acquisition of Stronghold

On March 14, 2025, the Company acquired Stronghold in a stock-for-stock merger transaction (the “Transaction”). The Transaction was unanimously approved by the Board of Directors of both companies and was approved by shareholders representing a majority of the outstanding shares of Stronghold on February 27, 2025.

 

Stronghold shareholders received 2.52 shares of Bitfarms for each share of Stronghold they own. The Company issued 59,866,852 common shares and 12,893,650 warrants in connection with the consummation of the Merger. In addition, the Company paid $51.1 million on closing to retire Stronghold’s outstanding loans and other closing costs.

 

The Stronghold Transaction added up to 307 MW of power capacity, with an additional 648 MW of incremental potential power capacity, for a total of 955 MW of potential power capacity, to the Company’s operations and is aligned with the Company’s strategic objectives to diversify its operations and expand its presence in the United States through vertical integration of power generation and energy arbitrage capabilities. This transaction solidifies Bitfarms’ standing in the Bitcoin Mining sector and positions it well for expansion into the HPC/AI sector with two strategically located facilities with energy infrastructure and expansion capacity.

 

During the first quarter of 2025, approximately 14,500 S21 Pro Bitmain Miners were installed at the Scrubgrass and Panther Creek facilities. Following the closing of the Stronghold Transaction on March 14, 2025, the Panther Creek Hosting Agreement and Scrubgrass Hosting Agreement were terminated, settling the $15.6 million Refundable Hosting Deposits to the Company.

 

Sharon 2025 update

In January 2025, the Company energized 12 MW at the Sharon data center located in Sharon, Pennsylvania, United States, after installing 3,300 Miners. The Company is in the registration process for participation in Economic Demand Response and other grid support programs offered in the deregulated PJM market. Participation in these programs includes both demand response and energy arbitrage strategies that the Company plans to develop in the coming months across its PJM portfolio under Bitfarms’ energy program. This program will be critical to maximizing the value of its PJM assets through more effective control of energy prices.

 

 

6. EXPANSION PROJECTS (Continued)

 

United States Expansion (Continued)

 

Sharon 2025 update (Continued)

Through profit sharing plans from future hosting agreements and/or through proprietary compute power dedicated to BTC, the Mining operations are expected to increase the online Hashrate under management up to 1.6 EH/s. Fully energized for computing power dedicated to Bitcoin Mining, the site could support over 7.0 EH/s with current generation Miners. The cost of developing the 110 MW Bitcoin data center for computational power and the installation of the high voltage lines is estimated to range from $50.0 million to $60.0 million. A concurrent evaluation of developing all or a portion of the site for HPC/AI is in exploratory stages and may impact estimated capital expenditures and the increase in online Hashrate.

 

Sharon Position as of March 31, 2025

As of March 31, 2025, the Company had placed deposits of $2.2 million with suppliers for construction costs and for electrical components. As of March 31, 2025, property, plant and equipment (“PPE”) included $12.8 million related to the Sharon data center for facility construction and infrastructure equipment costs.

 

Washington State 2025 update

The Company completed the upgrade of a portion of its current fleet of Miners in Washington during February 2025 with new T21 Miners. The Washington location is also being evaluated for potential conversion to HPC/AI due to its strategic location near a data center cluster.

 

B.

Paraguay Expansion

 

Paso Pe position as of March 31, 2025

As of March 31, 2025, the Company had placed deposits of $0.1 million with suppliers for construction costs and for electrical components. As of March 31, 2025, PPE included $28.2 million related to the Paso Pe data center for warehouse construction and infrastructure equipment costs.

 

Sale of Yguazu data center 2025 update

On January 24, 2025, the Company announced that it had entered into a binding letter of intent to sell its 200 MW site in Yguazu, Paraguay to HIVE Digital Technologies Ltd. (“HIVE”) (the “Yguazu Sale”).

 

On March 14, 2025, the Yguazu Sale closed. HIVE purchased from Bitfarms its 100% ownership stake of its Yguazu, Paraguay BTC data center and the Company’s loan receivable from its Yguazu, Paraguay subsidiary, Zunz SA (“Backbone Yguazu”), for $63.3 million, with Bitfarms receiving:

●

$20.0 million of advance payment made in January 2025 upon signing the letter of intent;

●

$12.0 million upon the closing of the transaction;

●

$31.0 million in equal installments over 6 months following the closing; and

●

$0.2 million of other costs assumed by HIVE.

 

Refer to Note 6 to the Financial Statements.

 

 

6. EXPANSION PROJECTS (Continued)

 

C.

Canada Expansion

 

Baie-Comeau 2025 update

In January 2025, the energy provider energized the additional 11 MW, increasing the Baie-Comeau data center total to 22 MW.

 

Baie-Comeau position as of March 31, 2025

The Company has $11.6 million of PPE at the Baie-Comeau data center, including infrastructure equipment that was repurposed from other data centers.

 

7. FINANCIAL PERFORMANCE

 

Consolidated Financial & Operational Results

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Revenues			66,848				50,317				16,531				33	%
Cost of revenues			(67,390	)			(60,999	)			(6,391	)			10	%
Gross loss			(542	)			(10,682	)			10,140				(95	)%
Gross margin (1)			(1	)%			(21	)%			—				—
Operating expenses
General and administrative expenses			(20,173	)			(13,196	)			(6,977	)			53	%
Gain on disposition of property, plant and equipment and deposits			5,586				170				5,416				nm
Impairment of non-financial assets			(17,230	)			—				(17,230	)			(100	)%
Operating loss			(32,359	)			(23,708	)			(8,651	)			36	%
Operating margin (1)			(48	)%			(47	)%			—				—
Net financial income			2,110				11,443				(9,333	)			(82	)%
Net loss before income taxes			(30,249	)			(12,265	)			(17,984	)			147	%
Income tax recovery (expense)			(5,626	)			6,285				(11,911	)			(190	)%
Net loss			(35,875	)			(5,980	)			(29,895	)			500	%
Basic and diluted net loss per share  (in U.S. dollars)			(0.07	)			(0.02	)			—				—
Change in revaluation surplus - digital assets, net of tax			(13,421	)			17,433				(30,854	)			(177	%)
Total comprehensive income (loss), net of tax			(49,296	)			11,453				(60,749	)			(530	%)
Gross Mining profit (2)			28,043				31,340				(3,297	)			(11	)%
Gross Mining margin (2)			43	%			63	%			—				—
Adjusted EBITDA (2)			15,086				23,324				(8,238	)			(35	)%
Adjusted EBITDA margin (2)			23	%			46	%			—				—

 

nm:	not meaningful

 

1	Gross margin and Operating margin are supplemental financial ratios; refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios.
2	Gross Mining profit, Gross Mining margin, EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures or ratios; refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

A.

Revenues

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Cryptocurrency Mining			64,863				49,423				15,440				31	%
Cryptocurrency Hosting			571				—				571				100	%
Electrical services			1,094				894				200				22	%
Energy sales			320				—				320				100	%
			66,848				50,317				16,531				33	%

 

Q1 2025 v. Q1 2024

 

Revenues were $66.8 million in Q1 2025 compared to $50.3 million in Q1 2024, an increase of $16.5 million, or 33%.

 

The most significant factors impacting the increase in Bitfarms’ revenues in Q1 2025 compared to Q1 2024 are presented in the table below. Revenues increased mostly due to an increase in the Company’s average BTC Hashrate and average BTC price, partially offset by the increase in Network Difficulty and lower BTC earned resulting from lower Block Rewards following the BTC halving event that occurred on April 19, 2024.

 

(U.S. $ in thousands except where indicated)		Note				BTC				$				% Change
BTC and revenues, including Volta*, for the three months ended March 31, 2024							943				50,317				—
Impact of BTC halving event on April 19, 2024 on Bitfarms’ quantity of BTC earned during Q1 2025			1				(679	)			(63,552	)			(126	)%
Impact of increase in Network Difficulty during Q1 2025 as compared to Q1 2024			2				(640	)			(59,951	)			(119	)%
Impact of increase in average Bitfarms’ BTC Hashrate during Q1 2025 as compared to Q1 2024			3				1,075				100,661				200	%
Impact of difference in average BTC price in Q1 2025 as compared to Q1 2024			4								38,854				77	%
Other Mining variance, Computational power sold in exchange for services variance and change in Volta*											519				1	%
BTC and revenues, including Volta*, for the three months ended March 31, 2025							699				66,848				33	%

 

* 9159-9290 Quebec Inc. (“Volta”) is a wholly-owned subsidiary of the Company, assists the Company in building and maintaining its data centers and provides electrician services to both commercial and residential customers in Quebec, Canada

 

Notes
1	Calculated as the theoretical BTC earned based on Bitfarms’ actual Hashrate during Q1 2025 assuming the BTC halving event did not occur, compared to actual BTC earned during the same period multiplied by average BTC price earned.
2	Calculated as the difference in BTC earned in Q1 2025 compared to Q1 2024, based on the change in Network Difficulty, multiplied by Q1 2025 average BTC price earned.
3	Calculated as the difference in BTC earned in Q1 2025 compared to Q1 2024, based on the change in Bitfarms’ average Hashrate, multiplied by Q1 2025 average BTC price earned.
4	Calculated as the difference in average BTC price in Q1 2025 compared to Q1 2024 multiplied by BTC earned in Q1 2024.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

A.

Revenues (Continued)

 

Q1 2025 v. Q1 2024 (Continued)

 

The following tables summarize the Company’s revenues and average Hashrate for Q1 2025 and Q1 2024 by country:

 

Revenues		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
North America
Canada			29,778				32,138				(2,360	)			(7	)%
United States			18,101				4,887				13,214				270	%
			47,879				37,025				10,854				29	%
South America
Paraguay			12,014				1,716				10,298				600	%
Argentina			6,955				11,576				(4,621	)			(40	)%
			18,969				13,292				5,677				43	%
			66,848				50,317				16,531				33	%

 

Average Operational Hashrate under Management*		Three months ended March 31,
(Average Hashrate in EH/s except where indicated)		2025				2024				Change				% Change
North America
Canada			5.7				3.7				2.0				54	%
United States			4.0				0.6				3.4				567	%
			9.7				4.3				5.4				126	%
South America
Paraguay			2.4				0.2				2.2				nm
Argentina			1.4				1.4				—				—	%
			3.8				1.6				2.2				138	%
			13.5				5.9				7.6				129	%

nm: not meaningful

*Average operational hashrate reflects the hashrate of the Miners that the Company owns and operates.

Bitfarms earned most of its revenues during Q1 2025 from its Canadian operations, which accounted for 45% of total revenues, compared to 64% in Q1 2024. The Company’s operations in United States, Paraguay, and Argentina accounted for 27%, 18%, and 10% of total revenues in Q1 2025, respectively, compared to 10%, 3%, and 23% in Q1 2024, respectively.

 

In Q1 2025, revenues from the Company’s operations in United States and Paraguay increased by $13.2 million and $10.3 million, respectively, compared to Q1 2024. The increases are mainly due to the average Hashrate increase of the United States and Paraguay operations of 3.4 EH/s and 2.2 EH/s, respectively, and the increase in average BTC price, partially offset by the decrease in BTC Block Rewards following the BTC halving event that occurred on April 19, 2024 and the increase in Network Difficulty. The Company’s acquisition of Stronghold’s facilities as part of the Stronghold Transaction contributed to 1.4 EH/s, or 18% of the Hashrate increase. Revenues from the Company’s operations in Argentina and Canada decreased by $4.6 million and $2.4 million, respectively, in Q1 2025, as compared to Q1 2024 due to the factors mentioned above, partially offset by the average Hashrate increase in Canada.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

B.

Cost of Revenues

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Energy			(25,408	)			(19,347	)			(6,061	)			31	%
Depreciation and amortization			(29,693	)			(38,977	)			9,284				(24	)%
Hosting expenses			(7,735	)			—				(7,735	)			(100	)%
Infrastructure expenses			(3,677	)			(1,967	)			(1,710	)			87	%
Electrical components and salaries			(877	)			(708	)			(169	)			24	%
			(67,390	)			(60,999	)			(6,391	)			10	%

 

Q1 2025 v. Q1 2024

Bitfarms’ cost of revenues for Q1 2025 was $67.4 million, compared to $61.0 million for Q1 2024. The increase in cost of revenues was mainly attributable to:

●

A $6.1 million, or 31%, increase in energy expenses, mainly due to:

◦

The Company adding new and more efficient Miners, which increased energy utilization to an average of 279 MW during Q1 2025 versus 214 MW for the same period in 2024, partially offset by Canadian sales taxes on its energy and infrastructure expenses that were refundable in Q1 2025 compared to being expensed in Q1 2024, resulting in a net increase in total electricity costs of $3.9 million. Refer to Note 29b - Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund) to the 2024 Annual Financial Statements; and

◦

A $2.2 million increase due to fuel expenses from its power plants to generate revenues following the acquisition of Stronghold in Q1 2025.

●

A $7.7 million, or 100%, increase in hosting expenses, mainly due to:

◦

A non-recurring increase of $3.3 million in hosting expenses as the Company had its Miners hosted at Stronghold’s Panther Creek and Scrubgrass facilities in the United States in Q1 2025, prior to the acquisition of Stronghold; and

◦

A $4.4 million increase in electricity costs incurred for hosting at the Panther Creek and Scrubgrass facilities in the United States.

●

A $1.7 million, or 87%, increase in infrastructure expenses, mainly due to:

◦

The ongoing work at the Panther Creek, Scrubgrass and Sharon facilities in the United States to increase operational capacity; and

◦

The site preparation cost for hydro Miners in Baie-Comeau, Canada and the higher repairs and maintenance costs related to the Miner installation.

 

The increase was partially offset by:

●

A $9.3 million decrease in non-cash depreciation and amortization expense due to the accelerated depreciation recorded in Q1 2024 related to the upgrade program, which decreased the anticipated useful life of older miners. Refer to Note 12 - Property, Plant and Equipment to the 2024 Annual Financial Statements.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

C.

General & Administrative Expenses

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Salaries and wages			(6,170	)			(6,047	)			(123	)			2	%
Share-based payments			(4,437	)			(3,094	)			(1,343	)			43	%
Professional services			(5,687	)			(1,658	)			(4,029	)			243	%
Insurance, duties and other			(3,104	)			(1,957	)			(1,147	)			59	%
Travel, motor vehicle and meals			(470	)			(246	)			(224	)			91	%
Telecom hosting and telecommunications			(187	)			(78	)			(109	)			140	%
Advertising and promotion			(118	)			(116	)			(2	)			2	%
			(20,173	)			(13,196	)			(6,977	)			53	%

 

Q1 2025 v. Q1 2024

Bitfarms’ general and administrative (“G&A”) expenses were $20.2 million in Q1 2025, compared to $13.2 million for Q1 2024. The increase of $7.0 million, or 53%, was largely due to:

●

A $4.0 million increase in professional services related to legal and accounting fees associated with non-recurring activities including the Stronghold Transaction and related filing fees.

●

A $1.3 million increase in share-based payment due to higher outstanding stock options and restricted stock units (“RSU”) during Q1 2025 compared to Q1 2024.

●

A $1.1 million increase in insurance, duties and other due to increases in property and liability insurance expense as a result of expanded infrastructure and a larger number of Miners deployed as well as increases in property taxes, other taxes, permits and software licenses to support the global expansion.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

D.

Net financial income

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Gain on revaluation of warrants			5,618				9,040				(3,422	)			(38	)%
(Loss) gain on derivative assets and liabilities			(3,714	)			2,490				(6,204	)			(249	)%
Gain on settlement of Refundable Hosting Deposits			945				—				945				100	%
Gain on disposition of marketable securities			391				338				53				16	%
Interest income			950				680				270				40	%
Interest on long-term debt and lease liabilities			(645	)			(378	)			(267	)			71	%
Loss on foreign exchange			(163	)			(61	)			(102	)			167	%
Other financial expenses			(1,272	)			(666	)			(606	)			91	%
			2,110				11,443				(9,333	)			(82	)%

 

Q1 2025 v. Q1 2024

 

Bitfarms’ net financial income was $2.1 million for Q1 2025, compared to $11.4 million for Q1 2024. The $9.3 million decrease was primarily related to:

●

A $3.4 million decrease in gain on revaluation of warrants due to the fair value of the warrant liabilities for the 2023 private placement in Q1 2025 decreasing less than the fair value decrease of the warrant liabilities for the 2021 and 2023 private placements in Q1 2024.

●

A $6.2 million unfavorable change in (loss) gain on derivative assets and liabilities mainly due to:

◦

Net loss of $2.2 million in Q1 2025 from the BTC Redemption Option. Refer to Note 9 to the Financial Statements.

◦

Net loss of $1.5 million in Q1 2025 from the Bitcoin One Program, which includes an unrealized loss of $6.3 million on open positions, partially offset by realized gain of $4.8 million on closed positions. Refer to Section 10b - Capital Resources (Bitcoin One program for digital assets management).

◦

Net gain of $2.5 million in Q1 2024, mainly from the unrealized gain on the change in fair value of open Synthetic HODLTM positions. Refer to Note 9 to the Financial Statements for more details.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

E.

Impairment

 

During the three months ended March 31, 2025, as a result of the decline of the Company’s market capitalization and BTC prices, the Company performed evaluations of the recoverable amount of the assets for operating cryptocurrency mining facilities in Canada, United States, Argentina and Paraguay separately. The Company also observed an increase in gas prices which affects the Company’s cost of energy in Argentina. The recoverable amount for the Argentina cash generating unit (“CGU”) was calculated using the value in use model, which was determined to be lower than its carrying amount. Based on its calculation, the Company determined that an impairment loss should be recorded on its Argentina CGU.

 

The impairment loss on the Company’s Argentina CGU recorded in Q1 2025 amounted to $15.9 million, of which $15.6 million was allocated to PPE, $0.2 million to equipment and construction prepayments and $0.1 million to ROU. The impairment loss was recognized in profit or loss under Impairment on non-financial assets, compared to an impairment loss of nil in Q1 2024.

 

The majority of assets included in the Argentina CGU are funded through a funding mechanism facilitating the favorable conversion of U.S. dollars to Argentine Pesos, which generated a gain on disposition of marketable securities. The gain on disposition of marketable securities is reflected in the value of the assets before any impairment charge is incurred. The combined impact of the cumulative impairment charges on the operating Argentina CGU and the cumulative gain on disposition of marketable securities from Argentina is reflected as an expense of $35.9 million in profit or loss.

 

In addition, the Company recorded an impairment loss of $1.3 million on its Miners held for sale in Q1 2025, compared to nil in Q1 2024.

 

For more details of the key assumptions used in the calculations, refer to Note 11 - Impairment to the Financial Statements.

 

 

8. SELECTED QUARTERLY INFORMATION

 

(U.S. $ in thousands except earnings per share)		Q1 2025				Q4 2024				Q3 2024				Q2 2024				Q1 2024				Q4 2023				Q3 2023				Q2 2023
Revenues			66,848				56,163				44,853				41,548				50,317				46,241				34,596				35,479
Net loss			(35,875	)			15,165				(36,649	)			(26,599	)			(5,980	)			(62,045	)			(16,507	)			(26,083	)
Basic earnings (loss) per share			(0.07	)			0.03				(0.08	)			(0.07	)			(0.02	)			(0.21	)			(0.06	)			(0.11	)
Diluted earnings (loss) per share			(0.07	)			0.03				(0.08	)			(0.07	)			(0.02	)			(0.21	)			(0.06	)			(0.11	)
Net (loss) income before income taxes			(30,249	)			5,458				(36,651	)			(24,895	)			(12,265	)			(62,423	)			(16,106	)			(26,177	)
Interest (income) and expense			(305	)			(290	)			(2,014	)			(1,693	)			(302	)			91				368				846
Depreciation and amortization			29,693				24,584				28,829				57,337				38,977				21,790				21,767				20,528
Sales tax recovery - depreciation and amortization			—				—				—				(8,760	)			—				—				—				—
EBITDA (1)			(861	)			29,752				(9,836	)			21,989				26,410				(40,542	)			6,029				(4,803	)
EBITDA margin (1)			(1	)%			53	%			(22	)%			53	%			52	%			(88	)%			17	%			(14	)%
Share-based payment			4,437				4,021				5,159				1,675				3,094				3,906				2,011				2,462
(Reversal of) revaluation loss on digital assets			—				—				—				—				—				(1,183	)			1,183				—
Impairment of non-financial assets			17,230				—				3,628				—				—				2,270				—				9,982
Loss (gain) on revaluation of warrants			(5,618	)			(6,314	)			(5,704	)			1,455				(9,040	)			42,760				(2,196	)			1,189
Gain on disposition of marketable securities			(391	)			(782	)			(780	)			(413	)			(338	)			(999	)			(4,120	)			(4,955	)
Gain on settlement of Refundable Hosting Deposits			(945	)			—				—				—				—				—				—				—
Professional services not associated with ongoing operations			1,671				1,287				9,383				3,096				—				—				—				—
Sales tax recovery - prior years - energy and infrastructure and G&A expenses (2)			—				—				—				(18,468	)			2,387				2,485				2,366				2,333
Net financial expenses and other			(437	)			(13,649	)			3,706				2,132				811				7,635				3,610				3,760
Adjusted EBITDA (1)			15,086				14,315				5,556				11,466				23,324				16,332				8,883				9,968
Adjusted EBITDA margin (1)			23	%			25	%			12	%			28	%			46	%			35	%			26	%			28	%

 

1	EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures or ratios; refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios.
2	Sales tax recovery relating to energy and infrastructure and general and administrative expenses have been allocated to their respective periods; refer to Note 29b - Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund) to the 2024 Annual Financial Statements.

 

 

8. SELECTED QUARTERLY INFORMATION (Continued)

 

Although the BTC Mining industry experiences volatility, it is not generally subject to seasonality or seasonal effects. Seasonal fluctuations in energy supply, however, may impact the Company’s operations. The majority of the Company’s operations during the above periods were in Quebec, Canada, where power was sourced directly from Hydro-Québec, Hydro-Magog, Hydro-Sherbrooke and the City of Baie-Comeau. The Company also had operations in Washington State, United States, that were powered by the Grant County Power Utility District; operations in Pennsylvania, United States, that were powered by Stronghold and the PJM Interconnection Merchant Market; as well as operations in Paraguay that were powered by ANDE and Compañía de Luz y Fuerza S.A (“CLYFSA”). Energy rates in Argentina increase during the winter months of May through September. Among other phenomena, changing weather in Quebec (Canada), Washington State (United States), Paraguay and Argentina may impact seasonal electricity needs and costs. Periods of extreme cold or extreme hot weather may contribute to service interruptions in cryptocurrency Mining operations. Changes to supply and/or demand of electricity may result in curtailment of electricity to the Company’s cryptocurrency Mining operations. The Company’s geographical diversification may reduce the risk and extent of extreme weather and other external factors unduly affecting the Company’s overall performance.

 

For Q1 2025 details, refer to Section 7A - Financial Performance (Revenues); Section 10A - Liquidity and Capital Resources (Cash Flows); and Section 6 - Expansion Projects (United States Expansion, Paraguay Expansion, and Canada Expansion) of this MD&A.

 

 

9. NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS

 

Non-IFRS financial measures

 

The Company utilizes a number of non-IFRS financial measures and ratios in assessing operating performance. Non-IFRS financial measures and ratios may exclude the impact of certain items and are used internally when analyzing operating performance. Refer to Section 23 - Cautionary Note Regarding Non-IFRS and Other Financial Measures and Ratios of this MD&A.

 

Measures	Definition		Purpose
Gross Mining profit	Gross Profit adjusted to exclude: (i) non-Mining revenues; (ii) depreciation and amortization; (iii) purchase of electrical components and other expenses; (iv) electrician salaries and payroll taxes; and (v) sales tax recovery.		●	To assess profitability after power costs in cryptocurrency production and other infrastructure costs. Power costs are the largest variable expense in Mining.
			●	To provide the users of the MD&A the ability to assess the gross profitability of the Company’s digital asset Mining operations.
EBITDA	Net income (loss) adjusted to exclude: (i) interest expense; (ii) income tax expense; and (iii) depreciation and amortization.		●	To assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets.
			●	To provide the users of the MD&A with additional information to assist them in understanding components of the Company’s financial results, including a more complete understanding of factors and trends affecting its performance.
			●	Used by Management to facilitate comparisons of cash operating performance excluding the impact of charges and credits associated with financing the operations and growth of the Company from period to period and to prepare annual operating budgets and forecasts.
Adjusted EBITDA	EBITDA adjusted to exclude: (i) share-based payment; (ii) non-cash finance expenses; (iii) asset impairment charges; (iv) (reversal of) revaluation loss on digital assets; (v) gain on disposition of marketable securities, gains or losses on derivative assets and liabilities and discount expense on VAT receivable; (vi) loss (gain) on revaluation of warrants and warrant issuance costs; (vii) loss on currency exchange; (viii) sales tax recovery; and (iv) other non-recurring items that do not reflect the core performance of the Company.		●	To assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses.
			●	To provide the users of the MD&A a consistent comparable metric for profitability of the Company’s core operations across time periods.
			●	Used by Management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.

 

 

9. NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS (Continued)

 

Non-IFRS financial measures (Continued)

 

Measures	Definition		Purpose
Direct Cost	Cost of revenues adjusted to exclude: (i) depreciation and amortization; (ii) purchases of electrical components; (iii) electrician salaries and payroll taxes; (iv) infrastructure; (v) sales tax recovery; and (vi) other direct expenses.		●	To assess the Company’s power and hosting costs, the largest variable expense in Mining.
			●	To provide the users of the MD&A a metric to evaluate the Company’s direct variable cost and marginal cost for its core digital asset Mining operations across time periods.
			●	Used by Management to assess the operating performance from period to period and to prepare annual operating budgets and forecasts.
Total Cash Cost	The sum of cost of revenues and general and administrative expenses before: (i) depreciation and amortization; (ii) non-cash service expense (iii) purchases of electrical components; (iv) electrician salaries and payroll taxes; (v) share-based payment; (vi) other direct expenses; (vii) sales tax recovery; and (viii) other non-recurring items that do not reflect the core performance of the Company.		●	To assess the total cash cost of the Company’s core digital asset Mining operations.
			●	To provide the users of the MD&A a consistent comparable metric for the liquidity impact of the Company’s mining activities across time periods.
			●	Used by Management to assess the operating performance from period to period and to prepare annual operating budgets and forecasts.

 

 

9. NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS (Continued)

 

Non-IFRS financial ratios

 

Ratios	Definition		Purpose
Gross Mining margin	The percentage obtained when dividing Gross Mining profit by Mining related revenues.		●	To assess profitability after power costs in cryptocurrency production, the largest variable expense in Mining.
			●	To provide the users of the MD&A the ability to assess the profitability of the Company’s core digital asset Mining operations, exclusive of depreciation and amortization and certain general and administrative expenses.
EBITDA margin	The percentage obtained when dividing EBITDA by Revenues.		●	To assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets.
			●	Used by Management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.
			●	Useful for providing users of the MD&A with additional information to assist them in understanding components of the Company’s financial results, including a more complete understanding of factors and trends affecting its performance.
Adjusted EBITDA	The percentage obtained when dividing Adjusted EBITDA by Revenues.		●	To assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses.
margin			●	To provide a consistent comparable metric for profitability of the Company’s core performance across time periods.
			●	Used by Management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.

 

 

9. NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS (Continued)

 

Non-IFRS financial ratios (Continued)

 

Ratios	Definition		Purpose
Direct Cost per BTC	The amount obtained when dividing Direct Cost by the quantity of BTC earned.		●	To assess the Company’s power costs, the largest variable expense in Mining.
			●	To provide the users of the MD&A a metric to evaluate the Company’s direct variable cost for its core digital asset Mining operations across time periods.
			●	Used by Management to assess the operating performance from period to period and to prepare annual operating budgets and forecasts.
Total Cash Cost per BTC	The amount obtained when dividing Total Cash cost by the quantity of BTC earned.		●	To assess the total cash cost of the Company’s core digital asset Mining operations.
			●	To provide the users of the MD&A a consistent comparable metric for the liquidity impact of the Company’s mining activities across time periods.
			●	Used by Management to assess the operating performance from period to period and to prepare annual operating budgets and forecasts.

 

Supplemental financial ratios

 

The Company utilizes the following supplemental financial ratios in assessing operating performance.

 

Ratios	Definition		Purpose
Gross margin	The percentage obtained when dividing Gross profit by Revenues.		●	To assess profitability of the Company across time periods.
Operating margin	The percentage obtained when dividing Operating income (loss) by Revenues.		●	To assess operational profitability of the Company across time periods.

 

 

9. NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS (Continued)

 

A.

Reconciliation of Consolidated Net Income (loss) to EBITDA and Adjusted EBITDA

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Revenues			66,848				50,317				16,531				33	%
Net loss before income taxes			(30,249	)			(12,265	)			(17,984	)			147	%
Interest income			(305	)			(302	)			(3	)			1	%
Depreciation and amortization			29,693				38,977				(9,284	)			(24	)%
EBITDA			(861	)			26,410				(27,271	)			(103	)%
EBITDA margin			(1	)%			52	%			—				—
Share-based payment			4,437				3,094				1,343				43	%
Impairment of non-financial assets			17,230				—				17,230				100	%
Gain on revaluation of warrants			(5,618	)			(9,040	)			3,422				(38	)%
Gain on disposition of marketable securities			(391	)			(338	)			(53	)			16	%
Gain on settlement of Refundable Hosting Deposits			(945	)			—				(945	)			(100	)%
Professional services not associated with ongoing operations			1,671				—				1,671				100	%
Sales tax recovery - prior years - energy and infrastructure and G&A expenses (1)			—				2,387				(2,387	)			100	%
Net financial (income) expense and other			(437	)			811				(1,248	)			(154	)%
Adjusted EBITDA			15,086				23,324				(8,238	)			(35	)%
Adjusted EBITDA margin			23	%			46	%			—				—

 

1

Sales tax recovery relating to energy and infrastructure and general and administrative expenses have been allocated to their respective periods; refer to Note 29b - Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund) to the 2024 Annual Financial Statements.

 

 

9. NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS (Continued)

 

B.

Calculation of Gross Mining Profit and Gross Mining Margin

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Gross loss			(542	)			(10,682	)			10,140				(95	)%
Non-Mining revenues¹			(1,985	)			(894	)			(1,091	)			122	%
Depreciation and amortization			29,693				38,977				(9,284	)			(24	)%
Electrical components and salaries			877				708				169				24	%
Sales tax recovery - prior years - energy and infrastructure²			—				2,028				(2,028	)			100	%
Other			—				1,203				(1,203	)			100	%
Gross Mining profit			28,043				31,340				(3,297	)			(11	)%
Gross Mining margin			43	%			63	%			—				—

nm: not meaningful

 

(1)	Non-Mining revenues reconciliation:

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Revenues			66,848				50,317				16,531				33	%
Less Mining related revenues for the purpose of calculating gross Mining margin:
Mining revenues³			(64,863	)			(49,423	)			(15,440	)			31	%
Non-Mining revenues			1,985				894				1,091				122	%

nm: not meaningful

 

(2)	Sales tax recovery relating to energy and infrastructure expenses has been allocated to their respective periods; refer to Note 29b - Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund) to the 2024 Annual Financial Statements.
(3)	Mining revenues include revenues from sale of computational power used for hashing calculations and revenues from computational power sold in exchange of services.

 

 

9. NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS (Continued)

 

C.

Calculation of Direct Cost and Direct Cost per BTC

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Cost of revenues			67,390				60,999				6,391				10	%
Depreciation and amortization			(29,693	)			(38,977	)			9,284				(24	)%
Electrical components and salaries			(877	)			(708	)			(169	)			24	%
Infrastructure expenses			(3,677	)			(1,974	)			(1,703	)			86	%
Sales tax recovery - prior years - energy and infrastructure (1)			—				(2,028	)			2,028				100	%
Other			—				—				—				—	%
Direct Cost			33,143				17,312				15,831				91	%
Quantity of BTC earned			693				943				(250	)			(27	)%
Direct Cost per BTC (in U.S. dollars)			47,800				18,400				29,400				160	%

 

D.

Calculation of Total Cash Cost and Total Cash Cost per BTC

 

		Three months ended March 31,
(U.S.$ in thousands except where indicated)		2025				2024				$ Change				% Change
Cost of revenues			67,390				60,999				6,391				10	%
General and administrative expenses			20,173				13,196				6,977				53	%
			87,563				74,195				13,368				18	%
Depreciation and amortization			(29,693	)			(38,977	)			9,284				(24	)%
Non-cash service expense (2)			(785	)			—				(785	)			(100	)%
Electrical components and salaries			(877	)			(708	)			(169	)			24	%
Share-based payment			(4,437	)			(3,094	)			(1,343	)			43	%
Professional services not associated with ongoing operations			(1,671	)			—				(1,671	)			(100	)%
Sales tax recovery - prior years - energy and infrastructure and G&A expenses (1)			—				(2,387	)			2,387				100	%
Other			—				(2,744	)			2,744				100	%
Total Cash Cost			50,100				26,285				23,815				91	%
Quantity of BTC earned			693				943				(250	)			(27	)%
Total Cash Cost per BTC (in U.S. dollars)			72,300				27,900				44,400				159	%

 

1	Sales tax recovery relating to energy and infrastructure and general and administrative expenses have been allocated to their respective periods; refer to Note 29b - Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund) to the 2024 Annual Financial Statements.
2	Non-cash service expense, included in infrastructure, which was exchanged for computational power sold.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES

 

As discussed below, the Company’s current financing strategy involves (a) strategically selling the BTC it earns and the BTC it holds in treasury and (b) utilizing short-term debt, long-term debt and equity instruments (including the 2024 ATM Program) to fund its expansion activities, operating expenses and debt service requirements. The Company may require additional funds to complete its 2025 and 2026 growth plans discussed in Section 6 - Expansion Projects of this MD&A.

 

Although the Company operates through its subsidiaries, there are no material legal restrictions and generally no practical restrictions on the ability of the subsidiaries to transfer funds to the Company, except that the Company may be subject to practical limitations on transferring funds from its Argentinian subsidiary. Beginning in the second half of 2019, the Argentine government instituted certain foreign currency exchange controls that could restrict the Company’s Argentinian subsidiary’s access to foreign currency, including the U.S. dollar, for making payments abroad or transferring funds to its parent without prior authorization from the Argentine Central Bank. These regulations have continued to evolve and may become more stringent depending on the Argentine government´s perception of the availability of sufficient national foreign currency reserves. Further, recent changes, as well as any future changes, in national and provincial leadership may result in changing governmental perceptions and actions surrounding importation policies and the availability of foreign currency reserves for commerce. In late 2023, Argentina held a presidential election resulting in the election of a new president, Javier Milei. Many of the foreign exchange restrictions implemented in 2019 are still in place, particularly for imports and dividend payments related to transactions before December 13, 2023.

 

On April 11, 2025, the International Monetary Fund approved a new $20.0 billion Extended Fund Facility program for Argentina with a term of 48 months. Concurrently, the Central Bank of Argentina (“BCRA”) announced a new floating exchange rate regime with a range of 1,000 and 1,400 Argentine Pesos per U.S. dollar, which will widen at a 1% monthly crawl. The official exchange rate was 1,078 Argentine Peso per U.S. dollar on the day of the announcement. The BCRA will intervene in the foreign exchange market when the exchange rate falls outside the range. Interventions will not be sterilized. The tight capital and exchange rate controls were also significantly relaxed, allowing individuals unrestricted access to the official exchange rate market and significantly liberalizing conditions for businesses and importers. To deal with the stock of dividends accrued before 2025, the BCRA will work on the issuance of BOPREAL bonds. Businesses, in turn, will be able to access the official market for their flow needs and the payment of dividends to foreign shareholders for fiscal year 2025 and onwards. The conditions and timing to access dollars were also considerably relaxed for importers. The ongoing implications for economic and monetary policy, and its impact on Bitfarms, cannot be ascertained as of the date of this MD&A.

 

The Company sends funds periodically to its Argentinian subsidiary to fund its expansion and operations based on supplier invoices that are paid by the Argentinian subsidiary. The Argentinian subsidiary provides Hashrate services for a market-based fee to its Canadian parent which, in turn, purchases that Hashrate to consolidate and sell to a third-party Mining Pool for which the Canadian parent is compensated in BTC. Accordingly, the Argentinian subsidiary is not structured or contemplated to generate substantial cash flows above its internal requirements.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A.

Cash Flows

 

		Three months ended March 31,
(U.S. $ in thousands except where indicated)		2025				2024				$ Change				% Change
Cash, beginning of the period			59,542				84,038				(24,496	)			(29	)%
Cash flows from (used in):
Operating activities			(18,581	)			(31,289	)			12,708				(41	)%
Investing activities			(25,654	)			(26,984	)			1,330				(5	)%
Financing activities			23,305				40,136				(16,831	)			(42	)%
Exchange rate differences on currency translation			(66	)			60				(126	)			(210	)%
Cash, end of the period			38,546				65,961				(27,415	)			(42	)%

 

Cash Flows used in Operating Activities

Cash flows used in operating activities decreased by $12.7 million during Q1 2025 compared to Q1 2024.

 

The decrease in cash flow used in operating activities is driven primarily by:

●

An increase in working capital of $28.1 million as explained in Section 11 - Financial Position of this MD&A.

 

The decrease was partially offset by:

●

Higher cash G&A expenses, net of sales tax refund, of $5.6 million as explained in Section 7C - Financial Performance - General & Administrative expenses of this MD&A; and

●

Higher cash energy cost of $6.1 million and hosting expenses of $7.7 million , as explained in Section 7B - Financial Performance - Cost of Revenues of this MD&A.

 

Cash Flows used in Investing Activities

Cash flows used in investing activities decreased by $1.3 million during Q1 2025 compared to Q1 2024.

 

The decrease in cash flow used in investing activities is driven primarily by:

●

$32.0 million of proceeds received from the sale of the Yguazu Mining Site, as described in Note 6 - Sale of the Yguazu Mining Site to the Financial Statements; and

●

$4.5 million in advance payments Q1 2025, compared to $74.0 million in advanced payments during Q1 2024, mainly for the fleet upgrade.

 

The decrease was partially offset by:

●

$41.2 million of net additions of PPE during Q1 2025, compared to $2.9 million for the same period in 2024, primarily due to the acquisition of Miners and infrastructure build-out;

●

$1.6 million of net payments from disposition of derivative assets and liabilities in Q1 2025, as described in Note 9 - Derivative Assets and Liabilities to the Financial Statements, compared to nil in Q1 2024;

●

A decrease in proceeds from sale of digital assets earned of $12.3 million as a result of selling 428 BTC in Q1 2025 compared to 941 BTC in Q1 2024; and

●

The acquisition of Stronghold for $48.1 million in Q1 2025, as described in Note 5 - Business Combination to the Financial Statements, compared to nil in Q1 2024.

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A.

Cash Flows (Continued)

 

Cash Flows from Financing Activities

Cash flows from financing activities decreased by $16.8 million from $40.1 million for Q1 2024 to $23.3 million for Q1 2025.

 

Q1 2025

●

The Company raised $23.6 million of net proceeds from its 2024 ATM Program as discussed below.

●

The amounts raised were partially offset by scheduled payments primarily relating to lease liabilities of approximately $0.3 million.

 

Q1 2024

●

The Company raised:

◦

$38.1 million of net proceeds from its 2024 ATM Program as discussed below, partially offset by $0.9 million of capitalized professional fees and registration expenses to initiate the 2024 ATM Program;

◦

$6.0 million of net proceeds from the exercise of stock options and warrants; and

◦

$1.7 million from the sale and leaseback of its Garlock (Quebec) facility.

●

The amounts raised were partially offset by scheduled and one-time payments relating to:

◦

Principal repayments of $4.0 million to fully repay the NYDIG loan, which matured and expired in February 2024; and

◦

Lease liabilities of approximately $0.8 million.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A.

Cash Flows (Continued)

 

Cash Flows from Financing Activities (Continued)

 

At-The-Market Equity Offering Program

Bitfarms commenced the 2024 ATM Program on March 11, 2024, by means of a prospectus supplement dated March 8, 2024 (“March Supplement”), to the Company’s short form base shelf prospectus dated November 10, 2023 (“Base Shelf”), and U.S. registration statement on Form F-10, which included a prospectus supplement related to the 2024 ATM Program. The Company may, at its discretion and from time-to-time, sell common shares of the Company in the 2024 ATM Program as for aggregate gross proceeds of up to $375.0 million.

 

The Company filed amended and restated prospectus supplements dated October 4, 2024, and December 17, 2024, providing disclosure regarding the Stronghold Transaction and the restatement of the Company’s 2023 annual consolidated financial statements and MD&A for the year ended December 31, 2023 and interim consolidated financial statements and MD&A for the nine months ended September 30, 2024, respectively, and amending and restating the March Supplement, to the Company’s existing $375.0 million Base Shelf, with both the Base Shelf and amended and restated prospectus supplement forming a part of the Company’s registration statement on Form F-10.

 

Q1 2025 v. Q1 2024

During the three months ended March 31, 2025, the Company issued 14,444,643 common shares through the 2024 ATM Program in exchange for gross proceeds of $24.4 million at an average share price of approximately $1.69. The Company received net proceeds of $23.6 million after paying commissions of $0.7 million to the sales agent.

 

During the three months ended March 31, 2024, the Company issued 16,997,285 common shares through the 2024 ATM Program in exchange for gross proceeds of $39.3 million at an average share price of approximately $2.31. The Company received net proceeds of $38.1 million after paying commissions of $1.2 million to the sales agent.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A.

Cash Flows (Continued)

 

Cash Flows from Financing Activities (Continued)

 

Use of Proceeds

The Company has used and intends to continue to use the proceeds from the 2024 ATM Program prudently to support the growth and development of the Company’s Mining operations, as described in Section 6 -Expansion Projects of this MD&A, as well as for working capital and general corporate purposes. Described below are the actual use of proceeds from the commencement of the 2024 ATM Program through March 31, 2025:

 

(U.S. $ in thousands except where indicated)   Categories		Use of proceeds from March 11, 2024 to March 31, 2025
Miner fleet upgrade			222,261
Paso Pe (Paraguay) expansion			27,506
Baie-Comeau (Canada) expansion			9,200
Yguazu (Paraguay) expansion			31,506
Stronghold (United States) expansion			23,607
Used proceeds			314,080
Commissions to sales agents and other transaction costs			10,211
Total proceeds raised			324,291
Maximum proceeds			375,000
Remaining proceeds			50,709

 

Private placements

 

Q1 2025 v. Q1 2024

During the three months ended March 31, 2024, 5,000,000 warrants and 111,111 broker warrants related to the 2023 private placement were exercised, resulting in the issuance of 5,111,111 common shares for proceeds of approximately $6.0 million. During the three months ended March 31, 2025, no warrants were exercised.

 

B.

Capital Resources

 

Bitfarms’ capital management objective is to provide financial resources that will enable the Company to maximize the return to its shareholders while optimizing its cost of capital and ensuring the Company has sufficient liquidity to fund its operating and growth activities. In order to achieve this objective, the Company monitors its capital structure and makes adjustments as required in light of the Company’s funding requirements, changes in economic conditions, the cost of providing and availability of financing, and the risks to which the Company is exposed. The Company’s financing strategy is to maintain a flexible capital structure that optimizes the cost of capital at an acceptable level of risk, to preserve its ability to meet financial obligations as they come due, and to ensure the Company has sufficient financial resources to fund its organic and acquisitive growth.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

B.

Capital Resources (Continued)

 

Based on the current capital budget and BTC prices, the Company currently anticipates that additional financing will be required to fund its 2025 and 2026 expansion plans and to complete construction of additional data centers, if the Company elects to do so. In order to achieve its business objectives, the Company may sell or borrow against the BTC that are held in treasury as of the date hereof as well as BTC received from its ongoing operations, which may or may not be possible on commercially attractive terms. Bitfarms intends to continue to manage its capital structure by striving to reduce operating expenses and unnecessary capital spending, disposing of inefficient or underutilized assets, obtaining short-term and long-term debt financing and issuing equity.

 

Digital Asset Management Program

In early January 2021, the Company implemented a digital asset management program under which it holds BTC for its intrinsic value and as a source of liquidity. The Company has internal controls over the management of its digital assets which it evaluates and, as appropriate, enhances on a quarterly basis. On August 1, 2022, Management received approval from the Board to sell daily production, in addition to any sale of up to 1,000 BTC from treasury, should market conditions and the Company’s projected financing requirements justify such sales in Management’s discretion.

 

Presented below are the total BTC sold and proceeds in Q1 2025, which was used to fund operations and expansion plans:

 

		Three months ended
(U.S. $ in thousands except where indicated)		March 31, 2025
Quantity of BTC sold			428
Total proceeds			37,263

 

The sale of BTC as described above, while the Company continued to earn BTC, resulted in total holdings of 1,492 BTC as of March 31, 2025, of which 353 BTC are restricted, valued at approximately $123.2 million based on a BTC price of approximately $82,400, as of March 31, 2025.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

B.

Capital Resources (Continued)

 

Custody of digital assets

The Company’s BTC received from the Mining pool operators for its computational power used for hashing calculations is delivered to multi-signature wallets that the Company controls or directs to external third-party custodians. On a regular basis, the Company transfers BTC from its multi-signature wallets to external third-party custodians, Coinbase Custody Trust Company, LLC (“Coinbase Custody”), a subsidiary of Coinbase Global, Inc. (“Coinbase”) and Anchorage Digital Bank National Association (“Anchorage Digital”). Coinbase Custody provides custody and related services for clients’ digital assets as a fiduciary pursuant to the New York State Department of Financial Services under Section 100 of the New York Banking Law. Anchorage Digital is the only federally chartered crypto bank in the U.S., serves as a custodian for digital assets, and is licensed and regulated by the Office of the Comptroller of the Currency. Currently, Coinbase Custody and Anchorage Digital provide only custodial services to the Company and do not use a sub-custodian. Coinbase Custody and Anchorage Digital are not related parties to the Company.

 

The Company has internal controls in place to evaluate its custodians on a quarterly basis. If the Company was to face challenges with one of its custodians, the Company could transfer digital assets between custodians and has its own multi-signature wallets as a contingency plan that would have a minimal impact on the Company’s operations.

 

As of May 13, 2025, the Company has 1,166 BTC, valued at $121.4 million on its balance sheet, based on a price of $104,100 per BTC. As of the date of this MD&A, 65% of the Company’s BTC are held in custody with Coinbase Custody and Anchorage Digital with the remaining 35% held by third parties and classified as restricted digital assets in the statement of financial position.

 

Coinbase Custody maintains an insurance policy of $100.0 million for its cold storage and Anchorage Digital maintains an insurance policy of $100.0 million for its cold and hot storage; however, the Company cannot ensure that the full limits of those policies would be available to the Company or, if available, would be sufficient to make the Company whole for any BTC that are lost or stolen. The Company is unaware of: (i) any security breaches involving Coinbase Custody or Anchorage Digital which have resulted in the Company’s crypto assets being lost or stolen, or (ii) anything with regards to Coinbase Custody’s or Anchorage Digital’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements. The Company’s crypto assets held in custody with Coinbase or Anchorage Digital may not be recoverable in the event of bankruptcy by Coinbase, Anchorage Digital or their affiliates. In Coinbase’s quarterly report, on Form 10-Q, filed with the U.S. Securities Exchange Commission on May 8, 2025, Coinbase disclosed that, in the event of a bankruptcy, custodially held crypto assets could be considered to be the property of the bankruptcy estate and that the crypto assets held in custody could be subject to bankruptcy proceedings with Coinbase Custody’s customers being treated as general unsecured creditors. Further, regardless of efforts made by the Company to securely store and safeguard assets, there can be no assurance that the Company’s cryptocurrency assets will not be defalcated through hacking or other forms of theft.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

B.

Capital Resources (Continued)

 

Bitcoin One program for digital assets management

In February 2025, the Board approved the launch of the Bitcoin One initiative as the successor to the Company’s retired hedging program and Synthetic HODL^TM program for digital assets management, which was deployed during February 2025. Bitcoin One is a quantitative investment multi-strategy program that employs a disciplined approach to accelerate BTC accumulation through diversification, strategic leverage, and market timing. The Board authorized the risk management committee to deploy up to (i) 100% of the Company’s BTC in treasury, plus (ii) three months of expected forward production calculated on a rolling basis, plus (iii) $10.0 million under Bitcoin One to be actively managed and participate in volatility-targeting strategies.

 

Bitcoin One focuses on active BTC treasury management through discretionary and rules-based trading algorithms and an active managed volatility targeting program that trades crypto volatility as an asset class and harvests the risk premium that arises from that volatility.

 

During the three months ended March 31, 2025, the Company incurred a net loss of $1.5 million from the Bitcoin One program, which consisted of an unrealized loss of $6.3 million on open positions, partially offset by realized gain of $4.8 million on closed positions.

 

C.

Contractual obligations

 

The following are the contractual maturities of financial liabilities and gross lease liabilities (non-financial liabilities) with estimated future interest payments, as applicable, as of March 31, 2025:

 

(U.S. $ in thousands)		2025				2026				2027				2028				2029 and thereafter				Total
Trade accounts payable and accrued liabilities			49,727				—				—				—				—				49,727
Long-term debt			509				332				296				307				3,041				4,485
Lease liabilities			3,218				4,833				4,640				3,938				16,121				32,750
			53,454				5,165				4,936				4,245				19,162				86,962

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

D.

Lawsuits

 

					As of March 31,				As of December 31,
					2025				2024
FERC Matters		i.				1,065				—
Shareholder Securities Lawsuit		ii.				1,816				—
Total settlement accruals						2,881				—
Less current portion						(991	)			—
Effect of discounting						(117	)			—
Non-current portion						1,773				—

 

The undiscounted legal settlement accruals amounted to $2.9 million as of March 31, 2025 and were recorded in accounts payable and accrued liabilities and other non-current liabilities in the consolidated statements of financial position of the Financial Statements (December 31, 2024: nil).

 

i. Federal Energy Regulatory Commission (“FERC”) Matters

On November 19, 2021, Scrubgrass received a notice of breach from PJM Interconnection, LLC alleging that Scrubgrass breached Interconnection Service Agreement – No. 1795 (the “ISA”) by failing to provide advance notice to PJM Interconnection, LLC and Mid-Atlantic Interstate Transmission, LLC pursuant to ISA, Appendix 2, section 3, of modifications made to the Scrubgrass Plant. On May 11, 2022, the Division of Investigations of the FERC Office of Enforcement (“OE”) informed the Company that the OE was conducting a non-public preliminary investigation concerning Scrubgrass’ compliance with various aspects of the PJM tariff.

 

On January 30, 2025, the Federal Energy Regulatory Commission (the “Commission”) approved a Stipulation and Settlement Agreement between the OE and Scrubgrass (the “Settlement Agreement”). Pursuant to the Settlement Agreement, Scrubgrass agreed to: (a) disgorge to PJM $0.7 million in capacity revenues received during the relevant period; (b) pay a civil penalty of $0.7 million for a total, including (a), of $1.4 million to the United States Treasury; and (c) provide compliance training to relevant personnel and compliance monitoring reports. Scrubgrass is to pay the settlement amount over a period of three years. In the first year, Scrubgrass is to pay a lump sum of $0.4 million, which Scrubgrass paid in February of 2025. In the second and third years, Scrubgrass shall make 8 payments of $0.1 million on a calendar quarter basis. For a period of five years following the effective date of the Settlement Agreement, Scrubgrass is to provide annual compliance training focused primarily on the applicable tariff and related rules, regulations, and requirements applicable to operating generators, to all personnel whose job responsibilities relate to the generators’ participation in Commission jurisdictional markets. As of March 31, 2025, the settlement accrual was $1.1 million and represents the 8 installment payments.

 

ii. Shareholder Securities Lawsuit

On April 14, 2022, Stronghold, and certain of its former directors, officers and underwriters were named in a putative class action complaint filed in the United States District Court for the Southern District of New York (Winter v. Stronghold Digital Mining, Case No. 1:22-cv-3088). On October 18, 2022, the plaintiffs filed an amended complaint, alleging that the Company made misleading statements and/or failed to disclose material facts in violation of Section 11 of the Securities Act, 15 U.S.C. §77k and Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), about the Company’s business, operations, and prospects in the Company’s registration statement on Form S-1 related to its initial public offering, and when subsequent disclosures were made regarding these operational issues when the Company announced its fourth quarter and full year 2021 financial results, the Company’s stock price fell, causing significant losses and damages.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

D.

Lawsuits (Continued)

 

ii. Shareholder Securities Lawsuit (Continued)

On December 16, 2024, the District Court issued an Order granting Preliminary Approval of the Class Action Settlement, Approving Form and Manner of Notice, and Setting Date for Hearing on Final Approval of Settlement. The Company agreed to pay $4.8 million in cash and 25 BTC. On January 15, 2025, $2.5 million was covered by the Company’s insurance providers and Stronghold paid the remaining $2.3 million into escrow. One BTC will be paid monthly for two years. The cash value of each Bitcoin is expected to be calculated monthly according to a price set by the Nasdaq Bitcoin reference price index. As of March 31, 2025, the settlement accrual was $1.8 million and represents the value of the remaining 22 BTC to paid.

 

E.

Contingent liability

 

In 2021, the Company imported Miners into Washington State, United States, that the vendor located in China claimed originated in Malaysia. In early 2022, U.S. Customs and Border Protection challenged the origination of the Miners, asserting that the Miners were manufactured in China, and notified the Company of a potential assessment of a U.S. importation duty of 25%. Since the request for information by U.S. Customs and Border Protection, the Company has been working with the vendor to validate their origination outside of China by visiting contract manufacturer sites and by examining and documenting the manufacture and assembly of the Miners by the vendor and its third-party contractors.

 

During the third quarter of 2023 and the first quarter of 2025, the Company submitted supporting documentation to U.S. Customs and Border Protection in defense of its position that the Miners were manufactured outside China and the associated custom duties in the amount of $9.4 million do not apply. While the final outcome of this matter is uncertain at this time, Management has determined it is not probable that it will result in a future cash outflow for the Company and, as such, no provision was recorded as of March 31, 2025.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

F.

Commitments

 

As of March 31, 2025, in relation to the March 2024 Purchase Order, the Company is committed to purchase 1,075 S21 Pro Miners yet to be delivered, for which BTC was pledged.

 

In addition, in relation to the 2025 Miners Swap Order, the Company is committed to return 4,160 Bitmain T21 Miners and to purchase 3,660 Bitmain S21+ Miners. In consideration for the returned products, the Company will receive a $9.5 million credit refund that will be applied against the purchase price of $11.9 million. On March 13, 2025, the Company paid the net $2.4 million in BTC.

 

As of March 31, 2025, the Company’s total remaining payment exposure obligations in connection with the Miner purchase orders were $27.3 million for 293 BTC Pledged that can be redeemed in installments. Of the potential obligation of $27.3 million, $20.1 million was recorded as redemption obligation in the consolidated statements of financial position as the Miners were shipped.

 

The Company is not obligated to redeem all or any of the BTC installments. If the Company elects not to redeem one of the BTC Installments, the Company forfeits the right to redeem the remaining BTC Installments. In January 2025 and April 2025, the Company exercised the first and second BTC Installment relating to the March 2024 Purchase Order, respectively. Refer to Note 7 and Note 9 to the Financial Statements for more details.

 

						As of March 31,
(U.S. $ in thousands except quantity of BTC)						2025
		Quantity of restricted BTC				Potential Obligation
2023 Purchase Order and March 2024 Purchase Order			351				33,230
Redemption of BTC*			(87	)			(8,308	)
2025 Swap Order			29				2,374
			293				27,296

*

The redemption of BTC in April 2025 for the second BTC installment is not included.

 

11. FINANCIAL POSITION

 

A.

Working Capital

		As of March 31,				As of December 31,
(U.S. $ in thousands)		2025				2024				$ Change				% Change
Total Current Assets			224,264				213,709				10,555				5	%
Total Current Liabilities			85,031				36,270				48,761				134	%
Working Capital			139,233				177,439				(38,206	)			(22	)%

 

With the BTC Halving event that occurred on April 19, 2024, the Company continues to place importance on maintaining sufficient liquidity to manage uncertainty and capitalize upon suitable opportunities the BTC Halving may present. The Company also anticipates requiring additional funds to complete its 2025 growth plans discussed in Section 6 - Expansion Projects of this MD&A. As of March 31, 2025, Bitfarms had working capital of $139.2 million, compared to $177.4 million as of December 31, 2024.

 

The decrease in working capital was mostly due to:

 

●

A $32.0 million increase in trade payables and accrued liabilities mainly due to $20.8 million attributable to the acquisition of Stronghold as explained in Note 5 to the Financial Statements..

●

A $21.0 million decrease in cash as explained by the cash flows. Refer to Section 10A - Liquidity and Capital Resources - Cash flows of this MD&A.

●

A $20.1 million increase in redemption obligation, which represented the remaining BTC Redemption Options for which Miners have been shipped, reflecting the Company’s obligation to either redeem the BTC Pledged for cash or use the BTC Pledged for the purchase of the Miners. No redemption obligation was recorded as of December 31, 2024, as the Miners ordered, for which a deposit payment in BTC was made, had not yet been shipped.

 

The decrease is partially offset by:

●

A $30.2 million increase in receivable from disposal of Yguazu Mining site as explained in Section 6b - Expansion Projects (Paraguay Expansion).

●

A $5.6 million decrease in warrant liabilities due to the subsequent decrease in fair value revaluation of the warrants from the 2023 private placements as a result of the decrease in the Company’s share price.

●

A $3.7 million increase in inventories mainly attributable to the acquisition of Stronghold as explained in Note 5 to the Financial Statements.

●

A $3.1 million increase in digital assets resulting from the increase of the Company’s balance by 207 BTC and partially offset by the decrease in the BTC price during Q1 2025.

 

 

11. FINANCIAL POSITION (Continued)

 

B.

Property, plant and equipment

 

The net book value of PPE by country is as follows:

		As of March 31,				As of December 31,
(U.S. $ in thousands)		2025				2024				$ Change				% Change
North America
Canada			104,909				117,615				(12,706	)			(11	)%
United States			291,591				62,854				228,737				364	%
			396,500				180,469				216,031				120	%
South America
Paraguay			73,286				112,452				(39,166	)			(35	)%
Argentina			37,404				55,604				(18,200	)			(33	)%
			110,690				168,056				(57,366	)			(34	)%
			507,190				348,525				158,665				46	%

 

As of March 31, 2025, Bitfarms had PPE of $507.2 million, compared to $348.5 million as of December 31, 2024. The increase of $158.7 million, or 46%, was primarily due to:

●

The $228.7 million increase in United States PPE mainly due to the $158.3 million increase from the acquisition of Stronghold as explained in Note 5 to the Financial Statements as well as ongoing expansion investments in the United States. Refer to section 6b - Expansion Projects (United States Expansion).

 

The increase was partially offset by:

●

The $39.2 million decrease in Paraguay PPE primarily due to the sale of the Yguazu Mining Site. Refer to section 6b - Expansion Projects (Paraguay Expansion); and

●

The $12.7 million and $18.2 million decreases in Canada and Argentina PPE, respectively, mainly due to regular depreciation, which exceeded Miners fleet upgrade and the $15.6 million impairment on Argentina PPE. Refer to Note 11 - Impairment to the Financial Statements.

 

C.

Right-of-use (“ROU”) assets

 

As of March 31, 2025, Bitfarms had ROU assets of $23.7 million, compared to $23.0 million as of December 31, 2024. The increase of $0.7 million, or 3%, was mainly due to additions from the acquisition of Stronghold. Refer to Note 5 to the Financial Statements.

 

12. FINANCIAL INSTRUMENTS

 

The Company discloses information on the classification and fair value of its financial instruments, as well as on the nature and extent of risks arising from financial instruments, and related risk management in Note 19 to the Financial Statements and Note 23 to the 2024 Annual Financial Statements. Risks are related to foreign currency, credit, counterparty, liquidity, and concentration.

 

 

13. RELATED PARTY TRANSACTIONS

 

The Company discloses information on its related party transactions, as defined in IAS 24, Related Party Disclosures, in Note 24 to the 2024 Annual Financial Statements.

 

14. RESTATEMENT

 

Restatement of comparative figures

During the fourth quarter of 2024, the Company changed the presentation of the statements of cash flows and determined that the proceeds from sale of digital assets, which is accounted for as an intangible asset under IAS 38, should be classified as investing activities rather than operating activities. Accordingly, the Company has restated the statement of cash flows for three months ended March 31, 2024.

 

Adjustments to interim consolidated statement of cash flows for the three months ended March 31, 2024

 

		Three months ended March 31,
		2024 (as reported)				Cash flow reclassification				2024 (as restated)
Cash flows from (used in) operating activities
Net loss			(5,980	)			—				(5,980	)
Adjustments for:
Proceeds from sale of digital assets earned			49,570				(49,570	)			—
Net change in cash related to operating activities			18,281				(49,570	)			(31,289	)
Cash flows from (used in) investing activities
Proceeds from sale of digital assets earned			—				49,570				49,570
Net change in cash related to investing activities			(76,554	)			49,570				(26,984	)

 

 

15. INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

A.

Disclosure Controls and Procedures

 

Management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has designed or caused to be designed under their supervision disclosure controls and procedures (“DC&P”) to provide reasonable assurance that:

 

i) material information relating to the Company is made known to them by others, particularly during the period in which the annual filings are being prepared; and

 

ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

 

B.

Management’s quarterly report on internal control over financial reporting

 

Management, under the supervision of the CEO and CFO, is also responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”). Management, under the supervision of the CEO and CFO, has designed ICFR, or caused them to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

 

Identified material weakness

 

A material weakness is a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

In 2023, Management identified that the warrants issued in 2021 should have been classified as a financial liability and accounted for at fair value through profit and loss, and not as equity instruments. The restatement to correct the classification and subsequent accounting for those warrants impacted the consolidated financial statements of the Company for the year ended December 31, 2022, which was reflected in the comparative period for the consolidated financial statements of the Company for the year ended December 31, 2023 filed on December 9, 2024.

 

 

 

15. INTERNAL CONTROLS OVER FINANCIAL REPORTING (Continued)

 

B.

Management’s quarterly report on internal control over financial reporting (Continued)

 

Identified material weakness (Continued)

 

In the fourth quarter of 2024, Management also identified a material error in the statements of cash flows, resulting in a reclassification of sales of digital assets from cash flows from operations to cash flows from investing activities. These errors, which impacted the consolidated financial statements for the year ended December 31, 2023 and 2022, were corrected with the filing of Amendment No. 1 to the Annual Report on Form 40-F for fiscal year ended December 31, 2023.

 

Management concluded that the control over accounting for complex transactions did not operate effectively in these instances, which constitutes a material weakness in ICFR as of December 31, 2024. Management concluded that the Company’s ICFR as of December 31, 2024 was not effective because of the material weakness.

 

Status of remediation plan

Remediation efforts to date comprise expanding the finance team to include more Chartered Professional Accountants (CPAs) with technical expertise and experience in evaluating more complex areas of IFRS Accounting Standards, involving the Company’s legal counsel on evaluating complex agreements involving financial instruments and engaging third-party consultants to assist with assessing the accounting for complex transactions and review of financial statements. Management’s efforts to hire more CPAs and involving the Company’s legal counsel and third-party consultants to assist with complex transactions were in place at the end of 2024, and its remediation plan is expected to be completed after review and testing of controls during 2025.

 

If these remedial measures are insufficient to address the material weakness described above, or are not implemented timely, or additional deficiencies arise in the future, material misstatements in our interim or annual financial statements may occur in the future and could have the effects described in Risk Factors of the Company’s MD&A for the year ended December 31, 2024, dated March 26, 2025.

 

C.

Changes in internal control over financial reporting

 

There have been no changes in the Company’s ICFR that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR during the period beginning on January 1, 2025 and ended March 31, 2025.

 

D.

Limitation of DC&P and ICFR

All control systems contain inherent limitations, regardless of how well they are designed. As a result, Management acknowledges that its internal control over financial reporting will not prevent or detect all misstatements due to error or fraud. In addition, Management’s evaluation of controls can provide only reasonable, not absolute, assurance that all control issues that may result in material misstatements, if any, have been detected.

 

In March 2025, the Company acquired Stronghold in the Stronghold Transaction. The Company is currently in the process of evaluating and integrating Stronghold’s controls over financial reporting, which may result in changes or additions to the Company’s internal control over financial reporting. Under guidelines established by the SEC and in accordance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. In the Company’s assessment of the scope of disclosure controls and procedures and internal control over financial reporting, the Company has excluded the controls, policies and procedures of Stronghold from the assessment of internal control over financial reporting at March 31, 2025. The Company will continue to evaluate the effectiveness of internal controls over financial reporting as the Company completes the integration of Stronghold.

 

From March 15, 2025 (the first day following the acquisition) to March 31, 2025, Stronghold generated revenue of $1.1 million and net loss of $3.8 million. As of March 31, 2025, Stronghold’s current assets and current liabilities represented approximately 0.01% and 26.1% of the Company’s consolidated current assets and current liabilities, respectively.

 

 

16. RECENT AND SUBSEQUENT EVENTS

 

A.

Credit Facility

On April 1, 2025, the Company signed a credit facility for up to $300.0 million (the ’‘Credit Facility’’) with Macquarie Equipment Capital, Inc. (’‘Macquarie’’). The initial draw for $50.0 million (’‘Initial Tranche’’) will be used for project development soft costs of the Panther Creek data center and other general corporate purposes. The remaining $250.0 million (’’Second Tranche’’) will be drawable as the Company achieves specific development milestones at the Panther Creek location and secured at the project level at which time the Initial Tranche will be rolled into the project facility. The facility expires two years from the closing date and incurs an annual interest rate of 8%.

 

In connection with the Initial Tranche, Macquarie received warrants for the purchase of $5.0 million in shares of the Company. Under the loan agreement, up to $125.0 million having been drawn under the Second Tranche for the Panther Creek development, Macquarie will receive additional warrants equal to 10% of the amount drawn under the Credit Facility.

 

The Credit Facility for the Initial Tranche includes various covenants for the Company and its subsidiaries including restrictions on dispositions, dividends, the incurrence of debt and liens, material changes in the nature of its business, related party transactions and investments.

 

The Company is subject to financial and non-financial covenants. As of May 13, 2025, the Company was not in breach of any of its Credit Facility covenants.

 

B.

Redemption options of BTC

On April 30, 2025, the Company exercised its option to redeem the second installment of the BTC Pledged in relation to the purchase of Miners under the March 2024 purchase order. The Company redeemed 87 BTC for $8.3 million. See Note 7 to the Financial Statements for more details.

 

C.

Argentina Operations

On April 30 2025, the Company was informed that its electricity supplier at Rio Cuarto, Argentina, Generación Mediterránea S.A. (“GMSA”), appointed local and international financial advisors to conduct a process with their creditors regarding the restructuring of all its financial debt, but confirmed that the Company would be able to continue consuming power at the Rio Cuarto site. GMSA is currently negotiating with its commercial suppliers. On May 12, 2025, the Company was informed by GMSA that, effective immediately, they were halting the supply of electricity to the Company’s Rio Cuarto, Argentina facility until further notice. At this stage, there is uncertainty around the potential resumption of the supply of electricity and the timing thereof. This event has necessitated a pause in the Company’s cryptocurrency Mining activities in Argentina and, unless resolved, may significantly impact the operations in that country. The Company is evaluating all of its options for its Argentina operations. The impact of this subsequent event is considered a non-adjusting subsequent event and not factored into the Company’s impairment analysis discussed in Note 11 to the Financial Statements.

 

D.

Class Action Lawsuit

On May 9, 2025, a purported shareholder filed a putative class action complaint in the United States District Court for the Eastern District of New York, in a case titled Olympio v. Bitfarms Ltd., Benjamin Gagnon, Jeffrey Lucas, and Geoff Morphy, case no 1:25-cv-02630, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, promulgated thereunder. The lawsuit alleges that the Company, its current CEO, its CFO and its former CEO made materially false and/or misleading statements regarding the Company’s business, operations and internal controls over financial reporting. The Plaintiff seeks class certification, unspecified damages plus interest and attorney and expert witness fees and other costs on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired Company common stock from March 21, 2023 and December 9, 2024. The Company cannot predict the duration or outcome of this lawsuit at this time. As a result, the Company is unable to estimate the reasonably possible loss or range of reasonably possible loss arising from this lawsuit. The Company intends to vigorously defend itself in this matter.

 

 

17. SHARE CAPITAL

 

As of the date of this MD&A, the Company has 555,961,833 common shares outstanding, 20,928,723 vested and 8,389,670 unvested stock options, 23,735,132 warrants outstanding and 2,920,858 restricted stock units. There are no preferred shares or any other classes of shares outstanding.

 

18. REGULATORY COMPLIANCE

 

The Company has engaged legal counsel in each jurisdiction in which it maintains operations to monitor changes to the laws and regulations of such jurisdiction and to advise how it can maintain compliance with such laws and regulations. Legal counsel reports directly to the CEO. The following is a discussion of regulatory compliance considerations specific to each such jurisdiction:

 

Canada

The Company operates a total of eight data centers with an aggregate power capacity of 170 MW located in the Province of Quebec, Canada. Refer to Section 7 - Expansion Projects - C. Canada Expansion of this MD&A.

 

There are no material restrictions in Quebec or Canada on the business of operating a data center or conducting the business of the Company as described herein, and as of the date of this MD&A, the Company has not received any material notices or statements from regulatory authorities in Quebec or Canada that would negatively impact its current operations in Quebec or Canada. The Company is not relying on any registrations, exemptions, or “no action” letters to conduct its business in Quebec or Canada.

 

United States

The Company operates four data centers with an aggregate power capacity of 153 MW located in the State of Washington and in Pennsylvania, United States. Energy for two of the three data centers is derived from the Company’s power facilities and/or the grid. Refer to Section 7 - Expansion Projects - A. United States Expansion of this MD&A.

 

There are no material restrictions in the State of Washington and in Pennsylvania on the business of operating a data center or conducting the business of the Company as described herein, and as of the date of this MD&A, the Company has not received any material notices or statements from regulatory authorities in State of Washington or in Pennsylvania that would negatively impact its operations in these jurisdictions. The Company is not relying on any registrations, exemptions, or “no action” letters to conduct its business in Washington and Pennsylvania.

 

Paraguay

The Company operates a total of two data centers with an aggregate power capacity of 80 MW located in the city of Villarrica, Paraguay. Refer to Section 6 - Expansion Projects - B. Paraguay Expansion of this MD&A.

 

There are no material restrictions in Paraguay on the business of operating a data center or conducting the business of the Company as described herein and, as of the date of this MD&A, the Company has not received any material notices or statements from regulatory authorities in Paraguay that would negatively impact its operations in Paraguay. The Company is not relying on any registrations, exemptions, or “no action” letters to conduct its business in Paraguay.

 

 

18. REGULATORY COMPLIANCE (Continued)

 

Argentina

The Company operates one 58 MW data center located in Cordoba, Argentina.

 

There are no material restrictions in Argentina on the business of operating a server farm or conducting the business of the Company as described herein and, as of the date of this MD&A, the Company has not received any material notices or statements from regulatory authorities in Argentina that would negatively impact its operations in Argentina. The Company is not relying on any registrations, exemptions, or “no action” letters to conduct its business in Argentina.

 

19. RISK FACTORS

 

The Company is subject to a number of risks and uncertainties and is affected by several factors that could have a material adverse effect on the Company’s business, financial condition, operating results, and/or future prospects. These risks should be considered when evaluating an investment in the Company and may, among other things, cause a decline in the price of the Corporation’s shares.

 

The risks and uncertainties that Management considers as the most material to the Company’s business are described in the section entitled Risk Factors of the Company’s MD&A for the year ended December 31, 2024, dated March 26, 2025 and Section 18 - Risk Factor in the 2024 AIF. These risks and uncertainties have not materially changed during the three months ended March 31, 2025, other than the risks as described below, and are hereby incorporated by reference.

 

The Company is currently subject to securities class action litigation and may be subject to similar or other litigation in the future, which may divert management’s attention.

 

On May 9, 2025, a purported shareholder filed a putative class action complaint in the United States District Court for the Eastern District of New York, in a case titled Olympio v. Bitfarms Ltd., Benjamin Gagnon, Jeffrey Lucas, and Geoff Morphy, case no 1:25-cv-02630, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, promulgated thereunder. The lawsuit alleges that the Company, its current Chief Executive Officer, its Chief Financial Officer and its former Chief Executive Officer made materially false and/or misleading statements regarding the Company’s business, operations and internal controls over financial reporting (refer to Section 16. Recent and Subsequent Events).

 

There may be additional suits or proceedings brought in the future. Monitoring and defending against legal actions, whether or not meritorious, is time-consuming for the Company’s Management and detracts from the Company’s ability to fully focus its internal resources on its business activities, and the Company cannot predict how long it may take to resolve these matters. In addition, the Company may incur substantial legal fees and costs in connection with litigation. The Company is not currently able to estimate the possible cost to it from these lawsuits, and the Company cannot be certain how long it may take to resolve these lawsuits or the possible amount of any damages that the Company may be required to pay. The Company has not at this time established any reserves for any potential liability relating to these lawsuits. It is possible that the Company could, in the future, incur judgment or enter into settlement of claims for monetary damages. A decision adverse to the Company’s interests in this lawsuit could result in the payment of substantial damages and could have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, the uncertainty of the currently pending lawsuit could lead to volatility in the price of the Company’s common shares.

 

The Company’s operations in Rio Cuarto have been suspended due to a halt in its supply of electrical power.

 

The Company’s data center in Rio Cuarto, Argentina, receives electricity pursuant to a power contract with Generacion Mediterranea S.A (“GMSA”), a subsidiary of Grupo Albanesi. Grupo Albanesi is an Argentine private corporate group focused on the energy market, which provides natural gas and electrical energy to its clients from its multiple data centers.

 

However, on April 30, 2025, the Company was informed that GMSA appointed local and international financial advisors to conduct a process with their creditors regarding the restructuring of all its financial debt. GMSA is currently negotiating with its commercial suppliers. On May 12, 2025, the Company was informed by GMSA that it will be halting until further notice the supply of electricity to the Company’s Rio Cuarto, Argentina facility. At this stage, the Company does not have certainty of the timing for when normal supply of electricity will resume, or whether it will resume at all, and the Company is evaluating all of its options for the Argentina operations including, but not limited to, discontinuing operations at Rio Cuarto if normal operations cannot resume in the near term. If operations at Rio Cuarto remain suspended or are discontinued, the Company’s operational Hashrate may decrease, and its results of operations and financial condition, as well as the trading price of the Company’s common shares, could be materially and adversely affected.

 

20. SIGNIFICANT ACCOUNTING ESTIMATES

 

The Company’s significant accounting judgments, estimates and assumptions are summarized in Note 3 to the 2024 Annual Financial Statements and Note 4 to the Financial Statements.

 

21. MATERIAL ACCOUNTING POLICY INFORMATION AND NEW ACCOUNTING POLICIES

 

Refer to Note 3 to the 2024 Annual Financial Statements and Note 3 to the Financial Statements for more information regarding the Company’s material accounting policy information and new accounting policies.

 

 

22. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This MD&A contains forward-looking statements about the Company’s objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects, opportunities and legal and regulatory matters. Specific forward-looking statements in this MD&A include, but are not limited to, statements with respect to the Company’s anticipated future results, events and plans, strategic initiatives, future liquidity, and planned capital investments. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may”, “maintain”, “achieve”, “grow”, “should” and similar expressions, as they relate to the Company and its Management.

 

Forward-looking statements reflect the Company’s current estimates, beliefs and assumptions, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. The Company’s expectation of operating and financial performance is based on certain assumptions including assumptions about operational growth, anticipated cost savings, operating efficiencies, anticipated benefits from strategic initiatives, future liquidity, and planned capital investments. The Company’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. The Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

 

Numerous risks and uncertainties could cause the Company’s actual results to differ materially from those expressed, implied or projected in the forward-looking statements. Such risks and uncertainties include:

 

●

future Bitcoin Halving event;

●

insolvency, bankruptcy, or cessation of operations of the Mining Pool operator;

●

reliance on a foreign Mining Pool operator;

●

counterparty risk;

●

emerging markets operating risks;

●

reliance on manufacturing in foreign countries and the importation of equipment to the jurisdictions in which the Company operates;

●

dependency on continued growth in blockchain and cryptocurrency usage;

●

the availability of financing opportunities and risks associated with economic conditions, including BTC price, Bitcoin Network Difficulty and share price fluctuations;

●

the ability to attract and retain customers for the Company’s hosting business;

●

global financial conditions;

●

employee retention and growth;

●

cybersecurity threats and hacking;

●

limited operating history and limited history of de-centralized financial system;

●

limited experience of Company’s management in AI/HPC

●

risk related to technological obsolescence and difficulty in obtaining hardware;

●

economic dependence on regulated terms of service and electricity rates;

●

costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies;

●

expense and impact of restatement of the Company’s historical financial statements;

●

lack of comprehensive accounting guidance for cryptocurrencies under IFRS Accounting Standards;

●

internal control material weakness;

 

 

22. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS (Continued)

 

●

increases in commodity prices or reductions in the availability of such commodities could adversely impact the Company’s results of operations;

●

permits and licenses;

●

server or internet failures;

●

tax consequences;

●

environmental regulations and liability;

●

adoption of environmental, social, and governance practices and the impacts of climate change;

●

erroneous transactions and human error;

●

data center developments;

●

non-availability of insurance;

●

competition;

●

hazards associated with high-voltage electricity transmission and industrial operations;

●

corruption, political and regulatory risk;

●

potential being classified as a passive foreign investment company;

●

lawsuits and other legal proceedings and challenges;

●

conflict of interests with directors and management;

●

risks relating to unsolicited take-over bids;

●

risks related to the success and profitability of the Company’s carbon capture program and related environmental tax credits; or

●

the inherent risks, costs and uncertainties associated with integrating the business successfully and risks of not achieving all or any of the anticipated benefits and synergies of the Stronghold Transaction, or the risk that the anticipated benefits and synergies of the Stronghold Transaction may not be fully realized or take longer to realize than expected.

 

The above is not an exhaustive list of the factors that may affect the Company’s forward-looking statements. For a more comprehensive discussion of factors that could affect the Company, refer to the risk factors discussed above. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed, implied or projected in its forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s expectations only as of the date of this MD&A. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

23. CAUTIONARY NOTE REGARDING NON-IFRS AND OTHER FINANCIAL MEASURES AND RATIOS

 

This MD&A makes reference to certain measures that are not recognized under IFRS Accounting Standards and do not have a standardized meaning prescribed by IFRS Accounting Standards. They are therefore unlikely to be comparable to similar measures presented by other companies. The Company uses non-IFRS and other financial measures and ratios including “EBITDA,” “EBITDA margin,” “Adjusted EBITDA,” “Adjusted EBITDA margin,” “Gross Mining profit,” “Gross Mining margin,” “Gross margin”, “Operating margin”, “Direct Cost”, “Direct Cost per BTC”, “Total Cash Cost” and “Total Cash Cost per BTC” as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from Management’s perspective. Refer to Section 9 - Non-IFRS and Other Financial Measures and Ratios of the MD&A for more details.

 

These measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from Management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. Reconciliations from IFRS measures to non-IFRS measures are included throughout this MD&A.

 

24. ADDITIONAL INFORMATION

 

Additional information and other publicly filed documents relating to the Company are available through the internet on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

 

 

25. GLOSSARY OF TERMS

 

Terms	Definition
Artificial Intelligence (AI)	A branch of technology enabling computers and machines to replicate human-like abilities, including learning, understanding, problem-solving, decision-making, creativity, and autonomous action.
ASIC	ASIC stands for Application Specific Integrated Circuit and refers primarily to specific computer devices designed to solve the SHA-256 algorithm.
Bitcoin (BTC)	BTC is a decentralized digital currency that is not controlled by any centralized authority (e.g., a government, financial institution or regulatory organization) that can be sent from user to user on the Bitcoin network without the need for intermediaries to clear transactions. Transactions are verified through the process of Mining and recorded in a public ledger known as the Blockchain. BTC is created when the Bitcoin network issues Block Rewards through the Mining process.
Bitcoin One	Bitcoin One is a quantitative investment multi-strategy program that employs a disciplined approach to accelerate BTC accumulation through diversification, strategic leverage, and market timing.
Block Reward	A Bitcoin Block Reward refers to the new BTC that are awarded by the Blockchain network to eligible cryptocurrency Miners for each block they successfully mine. The current block reward is 3.125 BTC per block.
Blockchain	A Blockchain is a cloud-based public ledger that exists on computers that participate on the network globally. The Blockchain grows as new sets of data, or ‘blocks’, are added to it through Mining. Each block contains a timestamp and a link to the previous block, such that the series of blocks form a continuous chain.  Given that each block has a separate hash and each hash requires information from the previous block, altering information an established block would require recalculating all the hashes on the Blockchain which would require an enormous and impracticable amount of computing power. As a result, once a block is added to the Blockchain it is very difficult to edit and impossible to delete.
Exahash or EH/s	One quintillion (1,000,000,000,000,000,000) hashes or one million Terahash per second.
Gigawatt or GW	A gigawatt is 1,000 megawatts of electricity and, in the industry of cryptocurrency Mining, can be a reference to the number of gigawatts of electricity per hour that is available for use.
Hash	A hash is a function that converts or maps an input of letters and numbers into an encrypted output of a fixed length, which outputs are often referred to as hashes. A hash is created using an algorithm. The algorithm used in the validation of Bitcoin transactions is the SHA-256 algorithm.
Hashrate	Hashrate refers to the number of hash operations performed per second and is a measure of computing power in Mining cryptocurrency.
Hashrate Under Management	Hashrate from the Miners the Company owns and from Miners hosted and managed by the Company.
High Performance Computing (HPC)	Advanced computing capability that allows for rapid data processing and complex calculations at exceptionally high speeds, essential for handling large datasets and complex computational tasks.
Hosting	A service in which a company provides infrastructure, power, and cooling solutions to house and operate cryptocurrency mining equipment owned by clients.

 

 

25. GLOSSARY OF TERMS (Continued)

 

Terms	Definition
Megawatt or MW	A megawatt is 1,000 kilowatts of electricity and, in the industry of cryptocurrency Mining, is typically a reference to the number of megawatts of electricity per hour that is available for use.
Miners	ASICs used by the Company and third parties to perform Mining.
Mining	Mining refers to the process of using specialized computer hardware, and in the case of the Company, ASICs, to perform mathematical calculations to confirm transactions and increase security for the BTC Blockchain. As a reward for their services, Bitcoin Miners collect transaction fees for the transactions they confirm, along with newly created BTC as Block Rewards.
Mining Pool	A Mining Pool is a group of cryptocurrency Miners who pool their computational resources, or Hashrate, in order to increase the probability of finding a block on the BTC Blockchain. Mining Pools administer regular payouts to mitigate the risk of Miners operating for a prolonged period of time without finding a block.
Network Difficulty	Network Difficulty is a unitless measure of how difficult it is to find a hash below a given target. The Bitcoin network protocol automatically adjusts Network Difficulty by changing the target every 2,016 blocks hashed based on the time it took for the total computing power used in Bitcoin Mining to solve the previous 2,016 blocks such that the average time to solve each block is ten minutes.
Network Hashrate	Network Hashrate refers to the total global hashrate (and related computing power) used in Mining for a given cryptocurrency.
Petahash or PH/s	One quadrillion (1,000,000,000,000,000) hashes or one thousand Terahash per second.
SHA-256	SHA stands for Secure Hash Algorithm. The SHA-256 algorithm was designed by the US National Security Agency and is the cryptographic hash function used within the Bitcoin network to validate transactions on the Bitcoin Blockchain.
Terahash or TH/s	One trillion (1,000,000,000,000) hashes or one Terahash per second.

 

 

Exhibit 99.3

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Ben Gagnon, Chief Executive Officer of Bitfarms Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bitfarms Ltd. (the “issuer”) for the interim period ended March 31, 2025.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 

5.2

ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period:

 

(a)

a description of the material weakness;

 

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3

Limitation on scope of design: N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2025

 

/s/ Ben Gagnon
Ben Gagnon
Chief Executive Officer

 

 

Exhibit 99.4

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Jeffrey Lucas, Chief Financial Officer of Bitfarms Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bitfarms Ltd. (the “issuer”) for the interim period ended March 31, 2025.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 

5.2

ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period:

 

(a)

a description of the material weakness;

 

(b)

the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c)

the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3

Limitation on scope of design: N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2025

 

/s/ Jeffrey Lucas
Jeffrey Lucas
Chief Financial Officer