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6-K 1 ea0251916-6k_bitfarms.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 August 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.

 

 

 

 

 


 

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

 

Form 20-F ☐ Form 40-F ☒ Exhibits 99.1 and 99.2 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).

 

See the Exhibits listed below.

 

Exhibits    
     
Exhibit No.   Description
     
99.1   Interim Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025
99.2   Management’s Discussion & Analysis for the three and six months ended June 30, 2025
99.3   CEO Certification of Interim Filings - Interim Certificate dated August 12, 2025
99.4   CFO Certification of Interim Filings - Interim Certificate dated August 12, 2025

 

1


 

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: August 12, 2025

 

2

EX-99.1 2 ea025191601ex99-1_bitfarms.htm INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Exhibit 99.1

 

 

 

 

 

 

 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 15
6. Sale of the Yguazu Mining Site 18
7 Rights to energy credits 18
8. Digital Assets 19
9. Inventories 21
10. Derivative Assets and Liabilities 21
11. Assets Held for Sale 24
12. Impairment 25
13. Property, Plant and Equipment 27
14. Long-term Deposits and Equipment Prepayments 28
15. Refundable Deposits 29
16. Investment in Associate 30
17. Trade Payables and Accrued Liabilities 30
18. Warrant Liabilities 30
19. Long-term Debt 32
20. Income Taxes 34
21. Share Capital 34
22. Financial Instruments 36
23. Net Loss Per Share 39
24. Share-based Payments 39
25. Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss 41
26. Geographical Information 43
27. Additional Details to the Statements of Cash Flows 44
28. Contingent Liability and Lawsuits 44
29. Subsequent Events 47

 

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BITFARMS LTD.
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands of U.S. dollars - unaudited)
 

 

          As of
June 30,
    As of
December 31,
 
    Notes     2025     2024  
Assets                      
Current                      
Cash           85,439       59,542  
Trade receivables           3,942       1,259  
Receivable from disposal of business   6       15,087        
Other assets           5,671       7,285  
Short-term prepaid deposits           8,126       14,554  
Rights to energy credits   7       5,572        
Income taxes receivable           471       424  
Digital assets   8       59,029       87,298  
Digital assets - restricted   8       66,922       32,826  
Inventories   9       7,112       1,180  
Derivative assets   10, 22       15,705       3,418  
Assets held for sale   11       5,185       5,923  
            278,261       213,709  
Non-current                      
Restricted cash   19       25,000        
Property, plant and equipment   13, 26       477,086       348,525  
Right-of-use assets           22,713       23,020  
Long-term deposits and equipment prepayments   14       15,139       56,367  
Refundable deposits   15       5,430       21,956  
Intangible assets           3,449       4,039  
Investment in associate   16       872        
Total assets           827,950       667,616  
Liabilities                      
Current                      
Trade payables and accrued liabilities   17       48,853       25,894  
Derivative liabilities   10, 22       13,082       128  
Current portion of long-term debt   19       581       146  
Current portion of lease liabilities           3,407       2,089  
Redemption obligations   8       18,396        
Warrant liabilities   18       5,151       8,013  
            89,470       36,270  
Non-current                      
Long-term debt   19       50,999       1,430  
Lease liabilities           19,922       19,750  
Asset retirement provision           3,422       2,106  
Deferred tax liability           65       65  
Other non-current liability           1,586        
Total liabilities           165,464       59,621  
Shareholders’ equity                      
Share capital   21       947,329       852,286  
Equity warrants   21       11,477        
Contributed surplus           70,629       67,521  
Accumulated deficit           (383,992 )     (334,507 )
Revaluation surplus           17,043       22,695  
Total equity           662,486       607,995  
Total liabilities and equity           827,950       667,616  

 

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

 

August 11, 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

 

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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 June 30,     Six months ended June 30,  
    Notes     2025     2024     2025     2024  
                               
Revenues   8, 25, 26       77,800       41,548       144,648       91,865  
Cost of revenues   25       (83,280 )     (52,823 )     (150,670 )     (113,822 )
Gross loss           (5,480 )     (11,275 )     (6,022 )     (21,957 )
                                       
Operating expenses                                      
General and administrative expenses   25       (21,423 )     (12,402 )     (41,596 )     (25,598 )
Gain on disposition of property, plant and equipment and deposits   6, 13       1,897       99       7,483       269  
Impairment of non-financial assets   12       (14,620 )           (31,850 )      
Operating loss           (39,626 )     (23,578 )     (71,985 )     (47,286 )
                                       
Net financial income (expenses)   25       2,143       (1,317 )     4,253       10,126  
Net loss before income taxes           (37,483 )     (24,895 )     (67,732 )     (37,160 )
                                       
Income tax (expense) recovery   20       8,639       (1,704 )     3,013       4,581  
Net loss           (28,844 )     (26,599 )     (64,719 )     (32,579 )
                                       
Other comprehensive income (loss)                                      
Item that will not be reclassified to profit or loss:                                      
Change in revaluation surplus - digital assets, net of tax   8       23,003       (5,455 )     9,582       11,978  
Total comprehensive loss, net of tax           (5,841 )     (32,054 )     (55,137 )     (20,601 )
                                       
Loss per share   23                                  
Basic and diluted           (0.05 )     (0.07 )     (0.12 )     (0.09 )
Weighted average number of common shares outstanding   23                                  
Basic and diluted           555,843,347       401,238,798       528,157,206       369,991,664  

 

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

 

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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                                 (64,719 )           (64,719 )
Change in revaluation surplus - digital assets, net of tax                                       9,582       9,582  
Total comprehensive loss, net of tax                                 (64,719 )     9,582       (55,137 )
                                                             
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax                                 15,234       (15,234 )      
Share-based payment   24                       8,052                   8,052  
Issuance of replacement share-based payment   5                       232                   232  
Issuance of common shares   21     74,311,252       89,864                               89,864  
Issuance of equity warrants   21                 11,477                         11,477  
Settlement of restricted share units   24     2,347,500       3,612             (3,612 )                  
Exercise of stock options   21, 24     13,900       9             (6 )                 3  
Settlement of share awards   21, 24     1,543,320       1,558             (1,558 )                  
Balance as of June 30, 2025         557,548,857       947,329       11,477       70,629       (383,992 )     17,043       662,486  
                                                             
Balance as of January 1, 2024         334,153,330       535,009             56,622       (299,810 )     2,941       294,762  
Net loss                                 (32,579 )           (32,579 )
Change in revaluation surplus - digital assets, net of tax                                       11,978       11,978  
Total comprehensive loss, net of tax                                 (32,579 )     11,978       (20,601 )
                                                             
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax                                 11,764       (11,764 )      
Share-based payment   24                       4,769                   4,769  
Issuance of common shares   21     84,196,144       173,564                               173,564  
Settlement of restricted share units   24     125,000       289             (289 )                  
Exercise of stock options and warrants   21, 24     7,400,259       23,079             (1,696 )                 21,383  
Balance as of June 30, 2024         425,874,733       731,941             59,406       (320,625 )     3,155       473,877  

 

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

 

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BITFARMS LTD.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars - unaudited)
 

 

        Six months ended June 30,  
    Notes   2025     2024
(restated -
Note 3e)
 
                 
Cash flows used in operating activities                
Net loss         (64,719 )     (32,579 )
Adjustment for non-cash items:                    
Depreciation and amortization   25, 27     66,701       87,554  
Impairment of non-financial assets   12     31,850        
Net financial income   25     (4,253 )     (10,126 )
Digital assets earned and hosting revenue received in BTC   8     (136,373 )     (89,806 )
Share-based payment   24, 25     8,052       4,769  
Income tax recovery   20     (3,013 )     (4,581 )
Renewable energy credits earned   7     (6,540 )      
Gain on disposition of property, plant and equipment and deposits         (7,483 )     (269 )
Digital assets exchanged for services   8     5,178        
Interest income received         873       3,196  
Interest expenses paid         (1,145 )     (727 )
Income taxes paid         (237 )     (789 )
Proceeds from disposition of renewable energy credits   7     4,070        
Changes in non-cash working capital components   27     13,933       (12,033 )
Net change in cash related to operating activities         (93,106 )     (55,391 )
                     
Cash flows from (used in) investing activities                    
Proceeds from sale of digital assets   8     137,734       83,326  
Purchase of property, plant and equipment and Intangible asset         (62,063 )     (123,119 )
Proceeds from sale of property, plant and equipment and assets held for sale         3,045       1,546  
Purchase of marketable securities   25     (9,628 )     (5,720 )
Proceeds from disposition of marketable securities   25     10,048       6,471  
Purchase of derivative assets and liabilities   10     (78,838 )      
Proceeds from disposition of derivative assets and liabilities   10     79,924        
Equipment and construction prepayments         (4,771 )     (31,010 )
Proceeds from disposal of business   6     47,538        
Acquisition of business   5     (48,084 )      
Investment in Associate   16     (875 )      
Net change in cash related to investing activities         74,030       (68,506 )
                     
Cash flows from financing activities                    
Issuance of common shares   21     23,608       173,564  
Repayment of long-term debt   19     (209 )     (4,066 )
Proceeds from long-term debt, net of transaction costs   19     47,544       1,695  
Repayment of lease liabilities         (1,010 )     (1,363 )
Exercise of stock options and warrants   21, 24     3       8,532  
Net change in cash related to financing activities         69,936       178,362  
                     
Net increase in cash         50,860       54,465  
Cash, beginning of the period         59,542       84,038  
Exchange rate differences on currency translation         37       116  
Cash and restricted cash, end of the period         110,439       138,619  

 

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

 

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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 comprised mainly of selling its computational power used for hashing calculations for the purpose of cryptocurrency mining in multiple jurisdictions as described in Note 26 “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 local energy supplier (the “Grid”).

 

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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 negative 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, during 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 are anticipated not to be sufficient to fund planned capital investments for high-performance computing data centers. 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.

 

On April 1, 2025, the Company secured a credit facility for up to $300,000 with Macquarie Equipment Capital, Inc. (“Macquarie”), of which $50,000 was drawn and outstanding as of June 30, 2025. Refer to Note 19 for more details.

 

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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 2: LIQUIDITY (Continued)

 

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 from the issuance of 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.

 

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 August 11, 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 and six months ended June 30, 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.

 

9 Page

 

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)

 

Transaction costs

Transaction costs related to financial liabilities at amortized cost are deducted from the carrying value of the financial liability. They are then recognized over the expected life of the instrument using the effective interest method. Transaction costs include fees and commissions paid to agents, advisers, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs, internal administrative costs or holding costs.

 

Warrant liabilities and equity 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.

 

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.

 

10 Page

 

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 8 and 10 for more details.

 

11 Page

 

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)

 

Renewable Energy Credits

The Company uses refuse, which is classified as a Tier II Alternative Energy Source under Pennsylvania law, to produce energy to sell to the Grid. Renewable energy credits ("RECs") are generated from renewable sources (i.e., refuse) that can be sold or traded. The rights to RECs are regarded as intangible assets as per IAS 38, Intangible Assets. Simultaneously, in accordance with IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, a corresponding contra expense within cost of revenues is recorded to offset the fuel expenses (energy cost) incurred to produce energy.

 

After the government grants the RECs, a third party acts as the benefactor, on behalf of the Company, in the open market and is invoiced as RECs are sold. When these credits are sold, the corresponding asset for the rights to RECs are credited. Gain or loss on disposal are recorded in the statements of profit and loss and other comprehensive income (loss).

 

Investments in Associates

Associates are all entities over which the Company has significant influence but not control or joint control. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the Company recognizes its share of profit and loss and other comprehensive income (loss) of the associates. Dividends received or receivable from associates are recognized as a reduction in the carrying amount of the investment.

 

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.

 

12 Page

 

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, Financial Instruments: Disclosures (“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 amendments 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 standard on the Company’s Financial Statements.

 

13 Page

 

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 are accounted for as an intangible asset under IAS 38, should be classified as investing activities rather than operating activities. The following table reflects the reclassification impact of the comparative six months ended June 30, 2024.

 

Adjustments to interim consolidated statement of cash flows for the six months ended June 30, 2024

 

    Six months ended June 30,  
    2024 (as reported)     Cash flow reclassification     2024 (as restated)  
                   
Cash flows from (used in) operating activities                  
Net loss     (32,579 )           (32,579 )
Adjustments for:                        
Proceeds from sale of digital assets earned     83,326       (83,326 )      
Net change in cash related to operating activities     27,935       (83,326 )     (55,391 )
                         
Cash flows from (used in) investing activities                        
Proceeds from sale of digital assets earned           83,326       83,326  
Net change in cash related to investing activities     (151,832 )     83,326       (68,506 )

 

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.

 

14 Page

 

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 (Continued)

 

Investments in Associates

The existence of significant influence requires judgment to determine if the Company exercises significant influence over the entity’s operating and financing policies, or if unanimous consent is required for decisions relating to relevant activities even if the Company holds less than 20% of the voting rights. The existence of significant influence is usually evidenced in one or more of the following ways: representation on the board of directors or equivalent governing body of the investee; participation in policy-making processes, including participation in decisions about dividends or other distributions; material transactions between the entity and its investee; interchange of managerial personnel; or provision of essential technical information.

 

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 59,866,609 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 were effectively settled. A gain of $945 was recognized on the settlement of the Refundable Hosting Deposits. Refer to Note 15 and Note 22 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.

 

15 Page

 

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**   21     66,452  
Fair value of warrants issued   21     11,477  
Fair value of replacement share-based payment   24     232  
Settlement of Refundable Hosting Deposits   15, 22     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  
Rights to energy credits   7     3,102  
Inventories   9     3,269  
Property, plant and equipment   13     156,687  
Intangible assets         18  
Right-of-use assets         1,594  
Other non-current assets         1,550  
Accounts payable and accrued liabilities   17     (22,304 )
Current portion of long-term debt   19     (420 )
Current portion of lease liabilities         (800 )
Long-term debt   19     (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. As of August 11, 2025, the Company has substantially determined the fair values of most net assets except for property, plant and equipment and accounts payable and accrued liabilities. The fair values of certain tangible assets remain preliminary and are subject to change as the Company continues to assess the condition and useful lives of the assets. Accounts payable and accrued liabilities remain subject to change pending final confirmation of completeness. 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. During the three months ended June 30, 2025, the Company recognized minor measurement period adjustments, which have been reflected retrospectively in the consolidated financial statements. See below for details of measurement period adjustments.

 

** The fair value of the 59,866,609 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.

 

16 Page

 

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)

 

Total acquisition-related costs that were not directly attributable to the issuance of shares amounted to $7,081, of which $1,571 were incurred during the first quarter of 2025, and $5,510 were incurred during the year ended 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.

 

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”). 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
June 30,
2025
    From
March 15
to
June 30,
2025
 
Revenue     154,805       27,474  
Net loss     (80,838 )     (2,213 )

 

Purchase consideration - cash outflow

    Six months
ended
June 30,
 
    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  

 

Measurement period adjustments

During the three months ended June 30, 2025, the Company obtained new information about facts and circumstances that existed at the Acquisition Date, if known, would have been recognized as of the Acquisition Date. Therefore, increases in accrued liabilities and rights to energy credits of $1,500 and $3,102, respectively, were recorded with a corresponding net decrease of $1,602 in property, plant and equipment, which is reflected in the purchase price allocation table above.

 

17 Page

 

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 6: SALE OF THE YGUAZU MINING SITE

 

On March 17, 2025, the Company completed the sale of its development 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 17  
    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     13       34,006  
Intangible asset             309  
Long-term deposits and equipment prepayments     14       18,321  
Security deposit for energy     15       2,809  
Total net assets transferred             58,035  
                 
Gain on disposal of subsidiary             5,225  

 

* The Company had a remaining net receivable from the disposal of Yguazu Mining site of $15,087 as of June 30, 2025. The receivable is interest-free.

 

NOTE 7: RIGHTS TO ENERGY CREDITS

 

    Note   As of June 30,  
        2025  
        six-month
period
 
Balance as of January 1,          
Addition related to business combination   5     3,102  
Additions during the period: rights to renewable energy credits   24     6,540  
Less: disposal of renewable energy credits to third parties         (4,070 )
Balance as of period end         5,572  

 

18 Page

 

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: DIGITAL ASSETS

 

BTC transactions and the corresponding values for the three and six months ended June 30, 2025 and 2024 were as follows:

 

    Three months ended June 30,  
    2025     2024  
    Quantity     Value     Quantity     Value  
Balance of digital assets including restricted digital assets as of April 1,     1,492       123,232       806       57,542  
BTC earned*     718       70,330       614       40,383  
Hosting revenue received in BTC     15       1,397              
BTC received in advance for goods     2       181              
Change in BTC earned, not received     1       (42 )            
BTC exchanged for cash     (1,052 )     (100,471 )     (515 )     (33,756 )
Realized gain on disposition of digital assets**           16,005             5,803  
Change in unrealized gain (loss) on revaluation of digital assets**           15,319             (13,224 )
Balance of digital assets including restricted digital assets as of June 30,     1,176       125,951       905       56,748  
Less restricted digital assets as of June 30, ***     (625 )     (66,922 )            
Balance of digital assets excluding restricted digital assets as of June 30,     551       59,029       905       56,748  

 

19 Page

 

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: DIGITAL ASSETS (Continued)

 

    Six months ended June 30,  
    2025     2024  
    Quantity     Value     Quantity     Value  
Balance of digital assets including restricted digital assets as of January 1,     1,285       120,124       804       33,971  
BTC earned*     1,411       134,405       1,557       89,806  
Hosting revenue received in BTC     21       1,968              
BTC received in advance for goods     2       181              
BTC earned, not received     (8 )     (854 )            
BTC exchanged for cash     (1,480 )     (137,734 )     (1,456 )     (83,326 )
BTC exchanged for services     (55 )     (5,178 )            
Realized gain on disposition of digital assets**           20,753             16,866  
Change in unrealized loss on revaluation of digital assets**           (7,714 )           (569 )
Balance of digital assets including restricted digital assets as of June 30,     1,176       125,951       905       56,748  
Less restricted digital assets as of June 30,***     (625 )     (66,922 )            
Balance of digital assets excluding restricted digital assets as of June 30,     551       59,029       905       56,748  

 

* 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 and six months ended June 30, 2025, a gain of $23,003, net of $8,321 of deferred income tax expense, and a gain of $9,582, net of $3,457 deferred income tax expense, respectively, were presented in other comprehensive income (three and six months ended June 30, 2024: a loss of $5,455, net of $1,966 of deferred income tax recovery, and a gain of $11,978, net of $4,319 of deferred income tax expense, respectively).

 

*** Restricted digital assets comprise i) 198 BTC for the BTC payment (“BTC Pledged”) to a third party as deposits 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 10, 14 and 22 for more details; and ii) 427 BTC held by a financial institution in connection with BTC selling contracts. Refer to Note 10 for more details.

 

BTC Redemption Options and redemption obligations

A redemption obligation was recorded for the remaining BTC Redemption Options (see description in Note 10) 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 June 30, 2025, the redemption obligation amounted to $18,396, which represented the value of Miners delivered, for which BTC payments were made, and reduced by the value of the BTC redeemed. Subsequently, in July 2025, the Company exercised the third BTC Installment of the November 2024 Order and redeemed 87 BTC for $8,308.

 

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.

 

20 Page

 

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: INVENTORIES

 

    As of
June 30,
    As of
December 31,
 
    2025     2024  
Waste, limestone and fuel oil*     4,420        
Electronic and networking components     2,692       1,180  
      7,112       1,180  

 

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

 

NOTE 10: 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 generated from future sales of digital assets. The Company also entered into contracts and earned premiums by agreeing to sell BTC if the BTC price reached specific targets. The Company does not apply hedge accounting to these option contracts.

 

BTC Redemption Options

Starting in November 2024, the Company entered into purchase orders of Miners with a supplier (“November 2024 Order”) 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 8) 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 $33,230 (i.e., 351 BTC Pledged). On initial recognition, the Company recorded a derivative asset of $1,349 with a corresponding reduction in long-term deposits and equipment prepayments as the Miners were not yet shipped. During the six months ended June 30, 2025, the Company exercised its option to redeem the first and second installments of the BTC pledged and redeemed an aggregate 175 BTC for $16,615. Subsequently, in July 2025, the Company exercised the third BTC Installment of the November 2024 Order. Refer to Note 29 for more details.

 

In March 2025, an exchange agreement (“March 2025 Swap Order”) was entered into to exchange Miners for which the Company paid $2,374 in BTC which can be redeemed on a quarterly basis (i.e., 29 BTC Pledged). Refer to Note 14 for more details on the March 2025 Swap Order. On initial recognition, the Company recorded a derivative asset of $393 with a corresponding reduction in long-term deposits and equipment prepayments as the Miners had not yet been shipped. During the three and six months ended June 30, 2025, the Company exercised its option to redeem the first installment of the BTC Pledged and redeemed 7 BTC for $593.

 

21 Page

 

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: DERIVATIVE ASSETS AND LIABILITIES (Continued)

 

The following table summarizes the BTC Redemption Options:

 

          As of June 30,  
          2025  
    Quantity of
restricted BTC
    Redemption Obligation  
November 2024 Order     351       33,230  
Redemption of BTC     (175 )     (16,615 )
March 2025 Swap Order     29       2,374  
Redemption of BTC     (7 )     (593 )
      198       18,396  

 

Refer to Note 8, Note 14, Note 22 and Note 29 for more details.

 

Warrant assets of private company

During the three and six months ended June 30, 2025, the Company acquired warrants of a privately held Canadian company (“PHCC”) to purchase preferred shares. Refer to Note 16 for more details.

 

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

 

    As of June 30,     As of December 31,  
    2025     2024  
    Warrants of
private
company
    BTC
Redemption
Option
    BTC option and selling
contracts
    BTC
Redemption
Option
    BTC option and selling
contracts
 
    Derivative
Assets
    Derivative
Assets
    Derivative
Assets
    Derivative
Liabilities
    Derivative
Assets
    Derivative
Assets
    Derivative
Liabilities
 
    six-month period     twelve-month period  
Balance as of January 1,           3,418             (128 )           1,281        
Remeasurement recognized in statement of profit or loss     (44 )     (383 )     (10,369 )     10,822       2,069       15,871       (121 )
Purchases     375             62,396       16,067             13,610       351  
Initial recognition             393                   1,349              
Sales                 (40,081 )     (39,843 )           (30,762 )     (358 )
Balance as of period end     331       3,428       11,946       (13,082 )     3,418             (128 )
                                                         
Total derivative assets     15,705                               3,418                  
Total derivative liabilities     (13,082 )                             (128 )                

 

22 Page

 

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: DERIVATIVE ASSETS AND LIABILITIES (Continued)

 

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

 

    Three months ended June 30,     Six Months Ended June 30,  
    2025     2024     2025     2024  
Gain (loss) on BTC options and selling contracts                                
Unrealized change in fair value of outstanding contracts     6,566       (2,424 )     228       (296 )
Realized (loss) gain on settled contracts     (4,564 )     289       225       651  
      2,002       (2,135 )     453       355  
Gain (loss) on BTC Redemption Option                                
Unrealized change in fair value     1,672             (1,508 )      
Realized gain on settled options     110             1,125        
      1,782             (383 )      
Loss on warrants of private company                                
Unrealized change in fair value     (44 )           (44 )      
                                 
Total gain (loss)     3,740       (2,135 )     26       355  

 

23 Page

 

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: ASSETS HELD FOR SALE

 

As of June 30, 2025 and December 31, 2024, assets held for sale* consisted of the following:

 

        As of
June 30,
    As of
December 31,
 
    Note   2025     2024  
Miners   i.     4,519       4,806  
Mining electrical components         666       1,117  
          5,185       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  
Additions     2,900       363                               2,900       363              
Dispositions     (5,999 )     (686 )                 (500 )     (100 )     (6,499 )     (786 )     873       87  
Balance as of June 30, 2025     18,324       2,565                   7,496       1,954       25,820       4,519       2,451       382  

 

24 Page

 

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: IMPAIRMENT

 

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

 

    Three months
ended
June 30,
    Six months
ended
June 30,
 
    2025     2025  
Argentina CGU            
Equipment and construction prepayments and deposit     1,430       1,661  
ROU assets           103  
Property, plant and equipment     13,190       28,766  
      14,620       30,530  
                 
Miners held for sale           1,320  
      14,620       31,850  

 

Impairment on Argentina CGU in the first quarter of 2025

During the first quarter of 2025, as a result of the decline of the Company’s market capitalization and BTC price, the Company performed separate evaluations of the recoverable amount of the assets for operating cryptocurrency mining facilities in Canada, United States, Argentina and Paraguay. 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.

 

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

 

Sensitivity Analysis   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  

 

25 Page

 

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: IMPAIRMENT (Continued)

 

Impairment on Argentina CGU in the first quarter of 2025 (Continued)

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

 

    First quarter of 2025
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.

 

Impairment in Argentina CGU in the second quarter of 2025

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 its financial debt and is negotiating with its commercial suppliers. GMSA confirmed at that time that the Company would be able to continue consuming power at the Rio Cuarto site. However, 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. As a result, 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 ongoing operations in that country. On August 11, 2025, the Company determined it would discontinue its operations at its Bitcoin data center in Rio Cuarto, Argentina by November 11, 2025. Refer to Note 29 for more details.

 

Management views the suspension of the Mining activities in Argentina as an indicator of impairment and performed an evaluation of the recoverable amount of the assets for operating cryptocurrency mining facilities in Argentina. The recoverable amount for the Argentina CGU was calculated using fair value less costs of disposal, 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 $14,620 during the three months ended June 30, 2025.

 

26 Page

 

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: 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         104,429       438             100       4,289       893       110,149  
Additions through business combination   5     38,997       5,937       91,119       18,376       580       1,678       156,687  
Dispositions   6     (30,566 )     (15,611 )                             (46,177 )
Transfer to assets held for sale   11     (32,606 )                                   (32,606 )
Balance as of June 30, 2025         505,701       25,190       91,119       18,476       64,696       4,319       709,501  
                                                             
Accumulated Depreciation                                                            
Balance as of January 1, 2025         141,878       819                   29,377       849       172,923  
Depreciation   25, 27     59,187       353       1,075       1,025       2,516       256       64,412  
Dispositions         (4,347 )                                   (4,347 )
Transfer to assets held for sale   11     (29,483 )                                   (29,483 )
Impairment   12     13,479                         15,253       34       28,766  
Impairment on deposits transferred to PPE         107                         37             144  
Balance as of June 30, 2025         180,821       1,172       1,075       1,025       47,183       1,139       232,415  
                                                             
Net book value as of June 30, 2025         324,880       24,018       90,044       17,451       17,513       3,180       477,086  
                                               
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   11     (208,471 )                                   (208,471 )
Change in discount rate in asset retirement obligations                                 88             88  
Sales tax recovery   25     (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   25, 27     141,219       423                   4,166       222       146,030  
Sales tax recovery - depreciation   25, 27     (8,624 )     (28 )                 (104 )     (4 )     (8,760 )
Dispositions         (62 )                       (423 )     (16 )     (501 )
Transfer to assets held for sale   11     (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  

 

27 Page

 

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: PROPERTY, PLANT AND EQUIPMENT (Continued)

 

Assets not subject to depreciation

As of June 30, 2025, property, plant and equipment that are not yet placed into service amounted to $11,275 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 14: LONG-TERM DEPOSITS AND EQUIPMENT PREPAYMENTS

 

        As of
June 30,
    As of
December 31,
 
    Note   2025     2024  
Security deposits for energy, insurance and rent*         10,878       4,513  
Equipment and construction prepayments*         1,627       51,854  
Deferred transaction fees - undrawn tranche of the credit facility   19     2,634        
          15,139       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 
June 30,
    As of
December 31,
 
    Note   2025     2024  
March 2024 Purchase Order   i.           34,791  
Other BVVE and electrical components         43       3,499  
Construction work and materials*         1,584       13,564  
          1,627       51,854  

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

 

i. March 2024 Purchase Order

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 10, which was initially recognized at a fair value of $1,349, reducing the Company’s Long-term deposits and equipment prepayments. As of June 30, 2025, all Miners on the March 2024 Purchase Order were received and the equipment prepayment amount was nil.

 

28 Page

 

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 14: LONG-TERM DEPOSITS AND EQUIPMENT PREPAYMENTS (Continued)

 

Equipment and construction prepayments (Continued)

 

ii. March 2025 Swap Order

In relation with the March 2025 Swap Order, the Company returned 4,160 Bitmain T21 Miners and purchased 3,660 Bitmain S21+ Miners. In consideration for the returned products, the Company received a credit of $9,484 which was applied against the purchase price of $11,858. In March 2025, the Company paid the net $2,374 in BTC which can be redeemed on a quarterly basis (i.e., 29 BTC Pledged). In the March 2025 Swap Order, 3,440 S21+ miners were received which corresponds to the hashrate specified in the initial agreement. As of June 30, 2025, all Miners of the March 2025 Swap Order were received and the equipment prepayment amount was nil.

 

NOTE 15: REFUNDABLE DEPOSITS

 

    Notes   As of
June 30,
    As of
December 31,
 
        2025     2024  
Security deposits for energy   i.     5,080       7,740  
Refundable Hosting Deposits   ii.           14,216  
Other         350        
          5,430       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 June 30, 2025 (December 31, 2024: $5,931 and $3,379, respectively), as the latter was disposed on March 17, 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 each 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 22 for more details on the financial instruments details.

 

29 Page

 

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: INVESTMENT IN ASSOCIATE

 

In May 2025, the Company acquired a minority interest in a PHCC, which comprised of preferred shares and warrants to purchase preferred shares of the PHCC with an initial value of $875 and $375, respectively. The investment provides the Company with significant influence over the PHCC and is accounted for using the equity method. The warrants are recognized as derivative assets and measured through fair value through profit or loss. Refer to Note 10 for more details.

 

During the three and six months ended June 30, 2025, the Company’s share of the PHCC’s net loss was $3 which was included in Net financial income (expenses).

 

NOTE 17: TRADE PAYABLES AND ACCRUED LIABILITIES

 

    As of
June 30,
    As of
December 31,
 
    2025     2024  
Trade accounts payable and accrued liabilities*     35,709       21,915  
Government remittances     10,757       3,736  
BTC option and selling contracts payable     2,387       243  
      48,853       25,894  

* On the Acquisition Date, additions from the business combination amounted to $22,304 for trade accounts payable and accrued liabilities. Refer to Note 5 for more details.

 

NOTE 18: WARRANT LIABILITIES

 

The fair value of warrant liabilities is as follows:

 

    As of
June 30,
    As of
December 31,
 
    2025     2024  
2023 Private Placement     2,228       8,013  
2025 Warrants     2,923        
      5,151       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”).

 

In April 2025, in connection with the credit facility with Macquarie, the Company granted Macquarie 5,330,946 warrants (the “2025 Warrants”). Refer to Note 19 for more details.

 

The warrants and broker warrant granted under the 2023 Private Placement and the 2025 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 2023 Private Placement warrants and the 2025 Warrants as a financial liability. In connection with the 2025 Warrants, on the granting date, the Company initially recognized warrant liabilities of $2,900, which is deducted from the carrying amount of the debt. Subsequently, measurement of warrants are at fair value through profit or loss which are recognized in Net financial income (expenses).

 

30 Page

 

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: WARRANT LIABILITIES (Continued)

 

Details of the outstanding warrant liabilities are as follows:

    As of June 30,     As of December 31,  
    2025     2024  
    six-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  
Granted     5,330,946       1.17              
Exercised                 (5,111,111 )     1.17  
Expired                 (19,152,797 )     4.21  
Outstanding balance as of period end     16,172,428       1.17       10,841,482       1.17  

 

The weighted average contractual life of the warrants as of June 30, 2025, was 2.5 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 Private Placement     2025 Warrants  
    Remeasurement at period end     Remeasurement at
period end
    Initial recognition  
Measurement date   June 30, 2025     December 31, 
2024
    June 30, 2025     April 1, 2025  
Dividend yield (%)                        
Expected share price volatility (%)     75 %     77 %     93 %     93 %
Risk-free interest rate (%)     3.86 %     4.27 %     3.78 %     3.91 %
Expected life of warrants (years)     1.40       1.89       4.75       5.00  
Share price (CAD)   $ 1.13     $ 2.13     $ 1.13     $ 1.16  
Exercise price (USD)   $ 1.17     $ 1.17     $ 1.17     $ 1.17  
Fair value of warrants (USD)   $ 0.21     $ 0.74     $ 0.55     $ 0.54  
Number of warrants outstanding     10,841,482       10,841,482       5,330,946       5,330,946  

 

Refer to Note 21 for equity warrant details.

 

31 Page

 

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: LONG-TERM DEBT

 

    As of
June 30,
    As of
December 31,
 
    2025     2024  
Building financing     1,690       1,576  
Equipment financing     1,434        
Credit Facility     51,486        
Unamortized transaction costs and warrants     (3,030 )      
Total long-term debt, net of transaction cost and warrants     51,580       1,576  
Less current portion of long-term debt     (581 )     (146 )
Non-current portion of long-term debt     50,999       1,430  

 

Movement in long-term debt is as follows:

 

    As of
June 30,
    As of
December 31
 
    2025     2024  
Balance as of January 1,     1,576       4,022  
Issuance of long-term debt     50,705       1,695  
Addition from business combination     880       —    
Payments     (209 )     (4,435 )
Interest on long-term debt     1,668       294  
Transaction costs and warrants     (3,427 )     —    
Amortization of transaction costs and warrants     397       —    
Foreign exchange     (10 )     —    
Balance as of period end     51,580       1,576  

 

32 Page

 

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: LONG-TERM DEBT (Continued)

 

Credit Facility

In April 2025, the Company signed a credit facility for up to $300,000 (the “Credit Facility”) with Macquarie.

 

Initial Tranche

An initial $50,000 was drawn (the ''Initial Tranche''), bearing interest at 8% per annum, with monthly payments and a term of two years. Interest for the first three months was paid in kind and added to the loan during the three and six months ended June 30, 2025. The payments shall be solely interest until the Initial Tranche maturity date, April 1 2027, at which time the principal debt of $50,000 and interest paid in kind will be payable in full. The effective interest rate of the Credit Facility as of June 30, 2025 was 16.8% after considering the minimum base return of 25%. The minimum base return can be reduced to 9% depending on when principal payments are made (i.e., before end of term). In connection with the Initial Tranche, Macquarie received 5,330,946 warrants convertible for common shares of the Company with an initial fair value of $2,900 recognized as warrant liabilities. Refer to Note 18 for more details. As the $50,000 proceeds from the Initial Tranche was first allocated to the warrant liabilities based on their fair value, the residual amount of $47,100 was allocated to the debt. Therefore, a discount on debt of $2,900 is deducted from the carrying amount of the debt and is amortized over the Initial Tranche.

 

Second Tranche

In October 2025, an additional $250,000 (“Second Tranche”) will be made available to the Company if and as it achieves specific development milestones at the Panther Creek, Pennsylvania, United States location and contributes $50,000 in kind or in cash to Macquarie as collateral. Under the Credit Facility agreement, Macquarie will receive additional warrants from the Company equivalent to 10% of the amount drawn up to $125,000.

 

The entirety of the loan will become secured at the project level resulting in the termination of the Initial Tranche and the transformation into project debt facility of $300,000, which will be subject to new terms and restrictions.

 

Transaction costs

Transaction costs of $3,161 relating to agent fees and legal fees were capitalized. The Company prorated the transaction costs between the Initial and Second Tranche, allocating $527 and $2,634 to each, respectively. The transaction costs allocated to the Initial Tranche were deducted from the carrying value of the debt and the transaction costs allocated to the Second Tranche were capitalized to Long-term deposits and equipment prepayments which will begin amortization once the Second Tranche is drawn.

 

Covenants and restrictions under the Initial Tranche

The Credit Facility for the Initial Tranche includes various financial and non-financial 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 also required to maintain a restricted cash balance of $25,000 in a designated account for the Initial Tranche.

 

As of July 31, 2025, the most recently completed calendar month, the Company was in compliance with the covenants of its Credit Facility.

 

33 Page

 

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: INCOME TAXES

 

Current and deferred income tax (expense) recovery 

 

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
Current tax (expense) recovery:                                
Current year     319       —         (444 )     —    
Prior year     —         262       —         262  
      319       262       (444 )     262  
                                 
Deferred tax recovery (expense):                                
Current year     8,320       (1,966 )     3,457       4,319  
Prior year     —         —         —         —    
      8,320       (1,966 )     3,457       4,319  
Total tax (expense) recovery     8,639       (1,704 )     3,013       4,581  

 

NOTE 21: 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: 

 

        Six Months Ended June 30,  
    Note   2025     2024  
Outstanding, January 1,       479,332,885     334,153,330  
Issuance through at-the market equity offering program   i.     14,444,643       84,196,144  
Issuance through business combination   5     59,866,609       —    
Exercise of stock options   24     13,900       2,289,148  
Settlement of share awards   24     1,543,320       —    
Exercise of warrant liabilities   18     —         5,111,111  
Settlement of restricted share units   24     2,347,500       125,000  
Outstanding, June 30,         557,548,857       425,874,733  

 

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 six months ended June 30, 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 $46 in other transaction costs.

 

34 Page

 

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 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  

 

35 Page

 

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: 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
June 30,
    As of
December 31,
 
Measurement   2025     2024  
Financial assets at amortized cost                
Cash   Level 1     85,439       59,542  
Restricted cash   Level 1     25,000       —    
Trade receivables   Level 3     3,942       1,259  
Other receivables   Level 3     1,720       1,387  
Security deposits for energy   Level 2     5,080       7,740  
Refundable Hosting Deposits   Level 2     —         14,216  
Other refundable deposits   Level 3     350       —    
Receivable from disposal of business   Level 3     15,087       —    
Financial assets at fair value through profit and loss                    
Derivative assets   Level 2     15,374       3,418  
Warrant assets   Level 3     331       —    
Total carrying amount and fair value         152,323       87,562  
                     
Financial liabilities at amortized cost                    
Trade accounts payable and accrued liabilities   Level 3     38,096       22,158  
Redemption obligations   Level 3     18,396       —    
Long-term debt   Level 2     51,580       1,576  
                     
Financial liabilities at fair value through profit and loss                    
Derivative liabilities   Level 2     13,082       128  
Warrant liabilities   Level 2     5,151       8,013  
Total carrying amount and fair value         126,305       31,875  
Net carrying amount and fair value         26,018       55,687  

 

The carrying amounts of cash, restricted 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 and redemption obligations 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.

 

36 Page

 

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: FINANCIAL INSTRUMENTS (Continued)

 

a. Measurement categories and fair value (Continued)

 

Warrant liabilities

Warrant liabilities related to the 2023 Private Placements and the 2025 Warrants are classified as financial liabilities at fair value through profit or loss with the change in fair value recorded to Net financial income (expenses). 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 18 for more details.

 

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 10 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 Options (embedded derivatives)

The purchase order agreements explained in Note 10 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 (expenses).

 

37 Page

 

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: 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 15 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       149             462  
Gain on settlement     603       342       945                   945  
Derecognition     (7,767 )     (7,707 )     (15,474 )     (2,809 )           (18,283 )
Balance as of June 30, 2025                       5,080       350       5,430  

 

38 Page

 

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: NET LOSS PER SHARE

 

For the three and six months ended June 30, 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 and six months ended June 30, 2025, would have totaled 4,725,798 and 5,426,705, respectively (three and six months ended June 30, 2024: 11,280,000 and 13,474,000).

 

NOTE 24: 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
June 30,
    Six months ended
June 30,
 
    2025     2024     2025     2024  
Equity-settled share-based payment plans     3,615       1,675       8,052       4,769  

 

Options

During the six months ended June 30, 2025, the Board approved Options grants to purchase 2,536,227 common shares in accordance with the Long-Term Incentive Plan (the “LTIP Plan”) adopted on May 18, 2021 (six months ended June 30, 2024: 330,000 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. As part of the options granted during the six months ended June 30, 2025, the Company granted 302 Options to certain employees of Stronghold as part of the business combination described in Note 5.

 

Details of the outstanding Options are as follows:

 

    Six months ended June 30,  
    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     2,536,227       1.40       330,000       2.55  
Exercised     (13,900 )     0.55       (2,289,148 )     1.55  
Forfeited     (60,000 )     3.09       (105,000 )     2.95  
Expired     (55,000 )     3.25       (295,000 )     5.60  
Outstanding, June 30,     29,273,091       2.53       18,580,239       2.46  
Exercisable, June 30,     2,100,000       0.54       10,230,000       1.78  

 

The weighted average contractual life of the outstanding Options as of June 30, 2025 was 3.3 years (June 30, 2024: 3.7 years).

 

39 Page

 

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: 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
    April 3,
2025
 
Dividend yield (%)            
Expected share price volatility (%)     80 %     79 %
Risk-free interest rate (%)     4.46 %     3.68 %
Expected life of stock options (years)     3       3  
Share price (CAD)   $ 2.27     $ 1.16  
Exercise price (CAD)   $ 2.27     $ 1.16  
Fair value of options (USD)   $ 0.79     $ 0.41  
Vesting period (years)     1.5       1.5  
Number of options granted     540,000       1,996,227  

 

RSU

Details of the RSUs are as follows:

 

    Six months ended June 30,  
    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     2,783,425       1.43       175,000       2.95  
Settled     (2,347,500 )     2.15       (125,000 )     3.13  
Forfeited     (10,500 )     1.59              
Outstanding, June 30,     1,323,091       1.63       674,998       3.94  

 

During the six months ended June 30, 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. In addition, the Company granted 893,425 RSUs to the independent directors of the Board. These RSUs fully vest in 9 months. The fair value of the RSUs is based on the Company’s share price at the date of grant.

 

During the six months ended June 30, 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 six months ended June 30, 2025, following the Stronghold transaction, the Company entered into a stock award agreement as well as a consulting agreement with a former executive of Stronghold and granted 1,543,320 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. In April 2025, the conditions were met and the share awards were settled.

 

40 Page

 

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

 

Revenues

 

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
Cryptocurrency Mining     71,292       40,383       136,155       89,806  
Cryptocurrency Hosting     2,553             3,124        
Electrical services     1,006       1,165       2,100       2,059  
Energy sales     2,949             3,269        
      77,800       41,548       144,648       91,865  

 

Cost of revenues

 

        Three months ended June 30,     Six months ended June 30,  
    Notes   2025     2024     2025     2024  
Energy   a, b     (30,108 )     (19,461 )     (55,516 )     (38,808 )
Sales tax recovery - energy               17,017             17,017  
Depreciation and amortization   27     (37,008 )     (57,337 )     (66,701 )     (96,314 )
Sales tax recovery - depreciation and amortization               8,760             8,760  
Hosting expenses                     (7,735 )      
Infrastructure expenses         (15,334 )     (929 )     (19,011 )     (2,896 )
Electrical components and salaries   a     (830 )     (873 )     (1,707 )     (1,581 )
          (83,280 )     (52,823 )     (150,670 )     (113,822 )

 

a. Inventories

During the three and six months ended June 30, 2025, the cost of electrical component inventory and waste, limestone and fuel oil recognized as an expense and included in cost of revenues was $15,150 and $15,828, respectively (three and six months ended June 30, 2024: $25,286 and $25,881, respectively).

 

b. Energy costs are net of RECs

For the three and six months ended June 30, 2025, the RECs amounted to $6,540 (three and six months ended June 30, 2024: nil), which offset energy expenses in the cost of revenues.

 

41 Page

 

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

 

General and administrative expenses

 

        Three months ended June 30,     Six months ended June 30,  
    Notes   2025     2024     2025     2024  
Salaries and wages         (8,107 )     (4,032 )     (14,277 )     (10,079 )
Share-based payments   24     (3,615 )     (1,675 )     (8,052 )     (4,769 )
Professional services         (4,291 )     (5,695 )     (9,978 )     (7,353 )
Sales tax recovery - professional services               1,389             1,389  
Insurance, duties and other         (3,441 )     (2,436 )     (6,545 )     (4,393 )
Travel, motor vehicle and meals         (730 )     (466 )     (1,200 )     (712 )
Telecom hosting and telecommunications         (147 )     (75 )     (334 )     (153 )
Advertising and promotion         (1,092 )     (165 )     (1,210 )     (281 )
Sales tax recovery - other general and administrative expenses               753             753  
          (21,423 )     (12,402 )     (41,596 )     (25,598 )

 

Net financial income (expenses)

 

        Three months ended
June 30,
    Six months ended
June 30,
 
    Notes   2025     2024     2025     2024  
Gain (loss) on revaluation of warrants         145       (1,455 )     5,763       7,585  
Gain (loss) on derivative assets and liabilities   10     3,740       (2,135 )     26       355  
Gain on settlement of Refundable Hosting Deposits   15, 22                 945        
Gain on disposition of marketable securities         29       413       420       751  
Interest income         460       2,042       1,410       2,722  
Interest on long-term debt and lease liabilities         (2,150 )     (349 )     (2,795 )     (727 )
Loss on foreign exchange         (156 )     (943 )     (319 )     (1,004 )
Other financial (expenses) income         75       1,110       (1,197 )     444  
          2,143       (1,317 )     4,253       10,126  

 

42 Page

 

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: 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
June 30,
    Six months ended
June 30,
 
    2025     2024     2025     2024  
North America                        
Canada     28,929       28,129       58,707       60,267  
United States     32,997       3,296       51,098       8,183  
      61,926       31,425       109,805       68,450  
South America                                
Paraguay     12,217       2,144       24,231       3,860  
Argentina     3,657       7,979       10,612       19,555  
      15,874       10,123       34,843       23,415  
Global total     77,800       41,548       144,648       91,865  

 

* 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 three and six months ended June 30, 2025 and 2024, the Company earned 94% and 98% of its revenues, respectively, from one Mining pool operator (three and six months ended June 30, 2024: 97% and 98%). 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 June 30,     As of December 31,  
    2025     2024  
    PPE     Other     Total
non-current
assets
    PPE     Other     Total
non-current
assets
 
North America                                    
Canada     88,906       18,269       107,175       117,615       54,291       171,906  
United States     299,430       20,052       319,482       62,854       15,491       78,345  
      388,336       38,321       426,657       180,469       69,782       250,251  
South America                                                
Paraguay     67,834       1,656       69,490       112,452       12,594       125,046  
Argentina     20,916       2,196       23,112       55,604       1,050       56,654  
      88,750       3,852       92,602       168,056       13,644       181,700  
Total     477,086       42,173       519,259       348,525       83,426       431,951  

 

43 Page

 

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 27: ADDITIONAL DETAILS TO THE STATEMENTS OF CASH FLOWS

 

    Six months ended June 30,  
    2025     2024  
Changes in working capital components:            
Increase in trade receivables, net     (374 )     (21 )
Decrease (increase) in other current assets     7,375       (6,723 )
Increase in inventories     (2,663 )     (370 )
Decrease (increase) in deposits     8,569       (1,822 )
Increase (decrease) in trade payables and accrued liabilities     1,576       (2,588 )
Decrease in taxes payable     (254 )     (509 )
Decrease in other non-current liabilities     (296 )      
      13,933       (12,033 )
                 
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     239       721  
Purchase of PPE financed by short-term credit     934       7,473  
Equipment prepayments realized as additions to PPE     41,045       29,756  
Computational power revenue and its related service expense     1,750        
                 
Depreciation and Amortization                
Property, plant and equipment     64,412       85,841  
ROU assets     1,983       1,479  
Intangible assets     306       234  
      66,701       87,554  

 

NOTE 28: 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 June 30, 2025.

 

44 Page

 

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 28: CONTINGENT LIABILITY AND LAWSUITS (Continued)

 

Lawsuits 

        As of June 30,     As of December 31,  
        2025     2024  
FERC Matters   i.     1,065              —  
Stronghold Shareholder Securities Lawsuit   ii.     2,036        
Total settlement accruals         3,101        
Less current portion         (1,286 )      
Effect of discounting         (117 )      
Non-current portion         1,698        

 

The undiscounted legal settlement accruals amounted to $3,101 as of June 30, 2025. The current portion and the non-current portion were recorded in trade payables and accrued liabilities and in other non-current liabilities, respectively, in the consolidated statements of financial position (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 $679 in capacity revenues received during the relevant period; (b) pay a civil penalty of $741 for a total 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 June 30, 2025, the settlement accrual was $1,065 and represents the 8 installment payments.

 

45 Page

 

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 28: CONTINGENT LIABILITY AND LAWSUITS (Continued)

 

Lawsuits (Continued)

 

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 June 30, 2025, the settlement accrual was $2,036 and represents the value of the remaining 19 BTC to be paid.

 

iii. 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 Geoffrey 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 lawsuit was filed by Pomerantz Law Firm. 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 and no provision was recorded as of June 30, 2025. The Company intends to vigorously defend itself in this matter.

 

46 Page

 

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 29: SUBSEQUENT EVENTS

 

Bitmain T21 and S21+ Miners Swap

In July 2025, an exchange agreement was signed to return 10,467 Bitmain T21 Miners. In consideration for the returned Miners, Bitmain will refund the Company with a credit for $23,865. Simultaneously, the Company placed another purchase order for 8,585 Bitmain S21+ Miners at a purchase price of $29,831 to be paid in cash or in BTC. The payment terms, the BTC installments and the BTC Redemption Option are similar to the ones described in Note 9. In July, 2025, the Company paid the net balance of $5,966 in BTC which can be redeemed on a quarterly basis.

 

Redemption options of BTC

In July 2025, the Company exercised its option to redeem the third installment of the BTC Pledged in relation to the purchase of Miners under the November 2024 purchase order. The Company redeemed 87 BTC for $8,308. Refer to Note 8 for more details.

  

Corporate Share Buyback Program

On July 22, 2025, the Company announced that the TSX had approved a normal course issuer bid (“NCIB”), under which the Company may repurchase up to 49,943,031 of its common shares, representing approximately 10% of the Company’s public float as of July 14, 2025.

 

Purchases under the NCIB may commence on July 28, 2025, and will terminate no later than July 27, 2026. All common shares purchased on the TSX or Nasdaq under the NCIB will be cancelled. The Company has entered into an automatic repurchase arrangement with a designated broker to facilitate repurchases under the NCIB, including during pre-determined blackout periods. The timing and number of shares repurchased will be determined by Management based on market conditions.

 

During the period from July 28, 2025 to August 11, 2025, the Company repurchased 4,949,244 common shares for cancellation through the Corporate Share Buyback Program in exchange for $6,147 at an average share price of approximately $1.24 USD and paid $50 of commissions to the purchasing agent.

 

Agreements to Purchase Land

On August 7, 2025, the Company entered into an agreement to purchase 3 acres of land in Washington State, United States for $1,898.

 

On August 8, 2025, the Company entered into an agreement to purchase 181 acres of land in Pennsylvania, United States for $3,500.

 

47 Page

 

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 29: SUBSEQUENT EVENTS (Continued)

 

Argentina Operations

On August 8, 2025, the Company entered into an agreement with GMSA to have its energy deposit of $3,500 repaid to the Company over 18 months beginning in January 2026, bearing interest at 5% per annum. GMSA agreed to eliminate the Company's estimated asset retirement obligation for the leased property of $2,807 as of June 30, 2025. The Company amended its $10 per month lease for the property so that the Company pays for the pro-rata portion of land it uses going forward, if any, and extended the lease term to January 2035.

 

On August 11, 2025, the Company determined that it would discontinue its operations at its Bitcoin data center in Rio Cuarto, Argentina by November 11, 2025 due to the halting of energy supply since May 12, 2025 and future economic uncertainty in the region.

 

48 Page

 

 

EX-99.2 3 ea025191601ex99-2_bitfarms.htm MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Exhibit 99.2

 

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

TABLE OF CONTENTS

 

1. Introduction 3
2. Company Overview 4
3. Financial Highlights 6
4. Second Quarter 2025 Financial Results and Operational Highlights 7
5. Production and Mining Operations 8
6. Expansion Projects 9
7. Financial Performance 14
8. Selected Quarterly Information 26
9. Non-IFRS and Other Financial Measures and Ratios 28
10. Liquidity and Capital Resources 36
11. Financial Position 47
12. Financial Instruments 48
13. Related Party Transactions 49
14. Restatement 49
15. Internal Controls Over Financial Reporting 50
16. Recent and Subsequent Events 52
17. Share Capital 54
18. Regulatory Compliance 54
19. Risk Factors 55
20. Significant Accounting Estimates 56
21. Material Accounting Policy Information and New Accounting Policies 57
22. Cautionary Note Regarding Forward-Looking Statements 57
23. Cautionary Note Regarding Non-IFRS and Other Financial Measures and Ratios 59
24. Additional Information 59
25. Glossary of Terms 60

 

2  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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 August 11, 2025. This MD&A should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 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
Q2 2025 Three months ended June 30, 2025
Q2 2024 Three months ended June 30, 2024
YTD Q2 2025 Six months ended June 30, 2025
YTD Q2 2024 Six months ended June 30, 2024

 

3  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

2. COMPANY OVERVIEW

 

Founded in 2017, Bitfarms (Nasdaq/TSX: BITF) is a global, publicly traded energy and compute infrastructure company. Bitfarms develops and operates data centers primarily for Bitcoin mining with in-house management and company-owned electrical engineering, installation service, and multiple onsite technical repair centers. The Company is leveraging its existing energy and compute infrastructure to expand into HPC and AI, positioning itself to capture opportunities in these rapidly growing markets.

 

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 local energy supplier (the “Grid”).

 

4  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

2. COMPANY OVERVIEW (Continued)

 

Bitfarms currently has 14 operating Bitcoin data centers situated in three countries: Canada, the United States and Paraguay, 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 August 11, 2025
      Contracted capacity as
of August 11, 2025
 
North America                
Canada     170 MW       180 MW 1
United States     171 MW       438 MW 2,3
      341 MW       618 MW  
South America                
Paraguay     80 MW       80 MW  
Argentina     — MW       210 MW 4
      80 MW       290 MW  
Total     421 MW       908 MW  

 

Bitcoin data centers State/Province Country
St-Hyacinthe Quebec Canada
Cowansville Quebec Canada
Magog Quebec Canada
Farnham Quebec Canada
Bunker Quebec Canada
Leger Quebec Canada
Garlock Quebec Canada
Baie-Comeau Quebec Canada
Washington Washington United States
Sharon Pennsylvania United States
Panther Creek Pennsylvania United States
Scrubgrass Pennsylvania United States
Villarrica Guairá Department Paraguay
Paso Pe Cordillera Department Paraguay
Rio Cuarto Córdoba Argentina

   
1 The Company has secured the rights for 10 MW of hydro-electricity in the province of Quebec, Canada and 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 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 Bitcoin data center with energized capacity of 58 MW. On August 11, 2025, three months after being informed that electricity supply was being halted and with no path forward to resume operations in the future, the decision was made to shut down the plant by November 11, 2025. 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 on May 12, 2025).

 

5  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

3. FINANCIAL HIGHLIGHTS

  

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     2025     2024  
Revenues     77,800       41,548       144,648       91,865  
Gross loss     (5,480 )     (11,275 )     (6,022 )     (21,957 )
Gross margin (1)     (7 )%     (27 )%     (4 )%     (24 )%
Operating loss     (39,626 )     (23,578 )     (71,985 )     (47,286 )
Operating margin (1)     (51 )%     (57 )%     (50 )%     (51 )%
Net loss     (28,844 )     (26,599 )     (64,719 )     (32,579 )
Basic and diluted loss per share     (0.05 )     (0.07 )     (0.12 )     (0.09 )
Gross Mining profit (2)     32,367       20,650       61,731       51,990  
Gross Mining margin (2)     45 %     51 %     45 %     58 %
Adjusted EBITDA (2)     13,720       11,466       28,806       34,790  
Adjusted EBITDA margin (2)     18 %     28 %     20 %     38 %

 

    As of June 30,     As of December 31,  
    2025     2024  
Total assets     827,950       667,616  
Current financial liabilities     75,306       30,445  
Non-current financial liabilities     50,999       1,430  

 

There have not been any distributions or cash dividends declared 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.

 

6  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

4. SECOND QUARTER 2025 FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

 

Financial

Revenues of $77.8 million;
Gross Mining profit2 of $32.4 million (45% Gross Mining margin2);
Adjusted EBITDA2 of $13.7 million (18% Adjusted EBITDA margin2); and
Gross loss of $5.5 million (Gross margin1 of negative 7%) including non-cash depreciation and amortization expense of $37.0 million, operating loss of $39.6 million (Operating margin1 of negative 51%) including an impairment loss of $14.6 million relating to the Argentina cash generating unit, and net loss of $28.8 million.

 

Operations

Decreased Hashrate under Management from 19.5 EH/s at March 31, 2025 to 17.7 EH/s at June 30, 2025, a decrease of 9%, primarily due to the halting of the electricity supply in Rio Cuarto;
Earned 718 BTC at an average direct cost of $48,200 per BTC2, or an average total cash cost of $77,100 per BTC2, and received 15 BTC through hosting revenue;
Held 1,176 BTC valued at approximately $126.0 million as of June 30, 2025;
Sold 1,052 BTC at an average price of $95,500 per BTC for total proceeds of $100.5 million, a portion of which was used to pay capital expenditures to support the Company’s growth and efficiency improvement objectives; and
Achieved realized and unrealized gain of $2.0 million on Bitcoin One BTC option contracts.

 

Macquarie Loan

Entered into a credit facility up to $300.0 million from Macquarie Equipment Capital, Inc. (“Macquarie”);
Drew down the initial tranche of $50.0 million in April 2025, issued to Macquarie 5,330,946 warrants convertible into a fixed number of common shares and paid $3.2 million in transaction fees which will be deferred and/or amortized over the term of the credit facility; and
The final maturity is 2 years from the date of closing and bears interest at 8% per annum, payable in kind for the first three months of the initial tranche.

 

Expansions

Completed HPC conversion feasibility assessment of all North American sites with two strategic partners, Appleby Strategy Group (“ASG”) and World Wide Technology (“WWT”), advancing HPC/AI business; and
Completed and submitted Panther Creek HPC data center campus master site plans to Macquarie with a capacity up to 350 MW.

   
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.

 

7  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

5. PRODUCTION AND MINING OPERATIONS

 

Key Performance Indicators

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     % Change     2025     2024     % Change  
Total BTC earned     718       614       17 %     1,411       1,557       (9 )%
BTC received through hosting revenue     15             100 %     21             100 %
Average Watts/Average TH efficiency*     19       28       (32 )%     20       31       (35 )%

 

* Average Watts represents the average energy consumption of deployed Miners

 

Q2 2025 v. Q2 2024

718 BTC earned in Q2 2025, compared to 614 BTC earned in Q2 2024, representing an increase of 17% as a result of an increase in Hashrate from the Company’s expansions and upgrades to its Miner fleet with additional and higher efficiency Miners, partially offset by a 45% increase in average Network Difficulty, the reduced block rewards following the April 2024 halving event and the halting of the electricity supply at the Company’s data center in Rio Cuarto in Q2 2025; and
Improved ending energy efficiency to 19 Watts/TH on June 30, 2025 compared to 28 Watts/TH on June 30, 2024, as a result of the Company upgrading its fleet with more efficient Miners. This improvement resulted in a 19 average Watts/Average TH efficiency during Q2 2025, compared to 28 average Watts/Average TH efficiency during Q2 2024, representing an improvement of 32%.

 

YTD Q2 2025 v. YTD Q2 2024

1,411 BTC earned during YTD Q2 2025, compared to 1,557 BTC earned during YTD Q2 2024, representing a decrease of 9% from the previous year as a result of reduced Block Rewards following the April 2024 halving event, a 44% increase in average Network Difficulty and the halting of the electricity supply at the Company’s data center in Rio Cuarto during Q2 2025, partially offset by an increase in Hashrate from the Company’s expansions and upgrades to its Miner fleet with higher efficiency Miners; and
Improved ending energy efficiency to 19 Watts/TH on June 30, 2025, compared to 28 Watts/TH on June 30, 2024, with the Company upgrading its Mining fleet. This improvement resulted in a 20 average Watts/Average TH efficiency during YTD Q2 2025, compared to 31 average Watts/Average TH efficiency during YTD Q2 2024, representing an improvement of 35%.

 

5. PRODUCTION AND MINING OPERATIONS (Continued)

 

    As of June 30,     As of March 31,        
    2025     2025     % Change  
Period-end operating EH/s     17.7       19.5       (9 )%
Watts/TH efficiency*     19       19       %
Period-end energized capacity (MW)**     410       461       (11) %

 

* 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 June 30, 2024: nil)

 

As of June 30, 2025 v. as of March 31, 2025 

17.7 EH/s online as of June 30, 2025, compared to 19.5 EH/s online as of March 31, 2025, a decrease of 9%, as a result of the halting of the electricity supply at the Company’s data center in Rio Cuarto during Q2 2025, partially offset by the Company’s upgrade of its Miner fleet with higher efficiency Miners. Refer to Section 19 - Risk Factors of this MD&A for more details on operations in Argentina.
410 MW energized capacity as of June 30, 2025, compared to 461 MW energized capacity as of March 31, 2025, a decrease of 11%, mainly due to the halting of the electricity supply at the Company’s data center in Rio Cuarto in May 2025 (resulting in a decrease of 58 MW).

 

8  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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 June 30, 2025, the Company operated 17.7 EH/s under Management across its facilities, a decrease of 1.8 EH/s, or 9%, compared to March 31, 2025. The decrease is attributed to the halting of the electricity supply at the Company’s data center in Rio Cuarto, partially offset by the installation of additional Miners mainly in the United States.

 

Through its expansion projects and the investment in its fleet upgrade, the Company achieved its initial 2025 targets of 18 EH/s operational and 19 w/TH installed in March 2025. With the shutdown of the Argentina facility, it is no longer feasible to achieve the 21 EH/s target on the Company’s originally anticipated timeline. The Company currently has no plans to increase its hashrate beyond the current operational hashrate of 17.7 EH/s. 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 on May 12, 2025).

 

The Company continues to prudently explore further opportunities to monetize and expand its 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 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 higher Bitcoin prices and drive rapid and meaningful improvements across three key operating metrics: Hashrate, energy efficiency and operating costs per TH.

 

9  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

6. EXPANSION PROJECTS (Continued)

 

Fleet Upgrade (Continued)

 

The following table details the status of the latest Miner orders as of August 11, 2025:

 

Date     Order   Quantity1     Miner Model   Miners Received     Hashrate (EH/s)2     Remaining Miners to Receive  
Q4 2023     Purchase Order     35,898     Bitmain T21     35,898       6.8        
Q1 2024 (amended Q4 2024)     Purchase Option
(amended Q4 2024)
    22,234     Bitmain T21     22,234       4.2        
            6,000     Bitmain S21 Pro     6,000       1.4        
            28,234           28,234       5.6        
Q1 2024
(amended Q4 2024)
    March 2024
Purchase Order
(amended Q4 2024)
    6,475     Bitmain T21     6,475       1.2        
            12,700     Bitmain S21 Pro     12,700       3.0        
            3,975     Bitmain S21     3,975       0.9        
            762     Bitmain S21 hydro     762       0.3        
            23,912           23,912       5.4        
Q1 2025     March 2025 Miners Swap     (4,160 )   Bitmain T21     (4,160 )     (0.8 )      
            3,440     Bitmain S21+     3,440       0.8        
            (720 )         (720 )            
Q3 2025     July 2025 Miners Swap     (10,467 )   Bitmain T21     (10,467 )     (2.0 )      
            8,585     Bitmain S21+    

8,585

     

1.9

       
            (1,882 )         (1,882 )     (0.1 )      
            85,442           85,442       17.7        

 

1 The total Hashrate from the Miners received corresponds to the total Hashrate specified in the 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.

 

In relation with the March 2025 Swap Order, the Company returned 4,160 Bitmain T21 Miners and purchased 3,660 Bitmain S21+ Miners. In consideration for the returned products, the Company received a credit of $9.5 million which was applied against the purchase price of $11.9 million. In March 2025, the Company paid the net $2.4 million in BTC which can be redeemed on a quarterly basis (i.e., 29 BTC Pledged). In the March 2025 Swap Order, 3,440 S21+ miners were received which corresponds to the hashrate specified in the initial agreement. As of June 30, 2025, all Miners of the March 2025 Swap Order were received and the equipment prepayment amount was nil.

 

As of June 30, 2025, the Company exercised the option to redeem the first installment of the BTC Pledged and redeemed 7 BTC for $0.6 million or $81,000 per BTC.

 

In July 2025, an exchange agreement was signed to return 10,467 Bitmain T21 Miners. In consideration for the returned Miners, Bitmain will refund the Company with a credit of $23.9 million. Simultaneously, the Company placed another purchase order (“July 2025 Miners Swap”) for 8,585 Bitmain S21+ Miners at a purchase price of $29.9M. The Company plans to sell all of these Bitmain S21+ Miners. The Company paid the net balance of $6.0 million in BTC that can be repurchased in four quarterly installments at a predetermined price of $108,950 per BTC.

 

10  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

6. EXPANSION PROJECTS (Continued)

 

Fleet Upgrade (Continued)

 

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, less efficient Miners to offset the cost of the capital expenditure. During YTD Q2 2025, the Company sold 17,176 older generation Miners to third parties for approximately $2.5 million. Refer to Note 11 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 1.3 GW growth pipeline as part of the Company’s planned United States expansion for 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.

 

Development of HPC/AI Business

In January 2025, the Company engaged two established consultants in HPC/AI, ASG and WWT, to conduct independent evaluations of the Company’s data centers and energy assets for potential partial or total conversion to HPC/AI. In parallel, ASG and WWT is conducting 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 will market the Company’s sites to potential HPC/AI customers.

 

In April 2025, the first phase of the 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.

 

In June 2025, the Company completed and submitted Panther Creek HPC data center campus master site plans to Macquarie, with a capacity up to 350 MW.

 

In July 2025, the Company engaged T5 Data Centers to oversee construction as the Owners Representative for the Panther Creek HPC development following a thorough review process with multiple data center developers. T5 Data Centers was chosen for their experience developing HPC data centers and their unique end-to-end services offering. As Owners Representative for the site, T5 Data Centers will be responsible for managing all of the contracting, permitting and construction for the Panther Creek data center campus.

 

On August 8, 2025, the Company entered into a binding purchase agreement for 181 acres of contiguous land at the Panther Creek campus for $3.5 million, which is more than sufficient land for multiple phases of HPC/AI development.

 

11  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

6. EXPANSION PROJECTS (Continued)

 

Development of HPC/AI Business (Continued)

 

Macquarie Credit Facility

In April 2025, the Company entered into an agreement for a credit facility up to $300.0 million from Macquarie for HPC development and drew down the initial tranche of $50.0 million. The Company issued 5,330,946 warrants convertible for a fixed number of common shares and paid $3.2 million in transaction fees which will be deferred and/or amortized over the term of the credit facility.

 

The second tranche of the credit facility will allow the Company to draw up to an additional $250.0 million and will be drawable as the Company achieves specific development milestones at its Panther Creek location. The Company will contribute $50.0 million in kind, or in cash, and issue additional warrants equivalent to 10% of the amount drawn up to $125.0 million. The maturity of each tranche is 2 years from the date of closing and each facility bears interest at 8% per annum. The funding facility is expected to provide the necessary capital for Bitfarms to fund the initial portion of the Panther Creek data center development and buildout.

 

A. 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 held. The Company issued 59,866,609 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 potential 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. This 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. Further, the 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 Stronghold 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.

 

During Q2 2025, approximately 3,400 S21+ and 6,000 S21 Pro Bitmain Miners were installed at the Scrubgrass and Panther Creek facilities.

 

12  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

6. EXPANSION PROJECTS (Continued)

 

A. United States Expansion (Continued)

 

Sharon 2025 update

In January 2025, the Company energized 12 MW at the Sharon data center located in Sharon after installing 3,300 Miners. In May 2025, the Company energized the incremental 18 MW expansion project, bringing the total energized capacity to 30 MW with 8,000 Miners installed.

 

In May 2025, the Company was registered for PJM’s Peak Saver and Synchronized Reserves Dispatchable Programs. The Company is still in the registration process for the Price Response (Economic Demand Response) Dispatchable Program. 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. These programs will contribute to maximizing the value of its PJM assets through more effective control of energy prices.

 

In July 2025, Bitfarms began engaging with a group for the procurement of all equipment and construction, installation and commissioning the development of an 80 MW substation to increase capacity from 30 MW to 110 MW by the end of 2026.

 

Sharon Position as of June 30, 2025

As of June 30, 2025, the Company had placed deposits of $1.4 million with suppliers for construction costs and for electrical components. As of June 30, 2025, property, plant and equipment (“PPE”) included $16.0 million related to the Sharon data center for facility construction and infrastructure equipment costs.

 

Washington 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. On August 7, 2025, the Company secured a binding agreement for an adjacent land parcel for $1.9 million which is sufficient for a potential conversion to HPC/AI currently under evaluation due to its strategic proximity to a data center cluster.

 

B. Paraguay Expansion

 

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 development site in Yguazu 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 BTC data center and the Company’s loan receivable from its Yguazu 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.

 

As of the date of this MD&A, the Company received $20.7 million from HIVE, with $10.3 million receivable as per the terms of the agreement.

 

Refer to Note 6 to the Financial Statements.

 

C. Canada Expansion

 

Baie-Comeau 2025 update

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

 

Baie-Comeau position as of June 30, 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.

 

13  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE

 

Consolidated Financial & Operational Results

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Revenues     77,800       41,548       36,252       87 %     144,648       91,865       52,783       57 %
Cost of revenues     (83,280 )     (52,823 )     (30,457 )     58 %     (150,670 )     (113,822 )     (36,848 )     32 %
Gross loss     (5,480 )     (11,275 )     5,795       (51 )%     (6,022 )     (21,957 )     15,935       (73 )%
Gross margin (1)     (7 )%     (27 )%                 (4 )%     (24 )%            
                                                                 
Operating expenses                                                                
General and administrative expenses     (21,423 )     (12,402 )     (9,021 )     73 %     (41,596 )     (25,598 )     (15,998 )     62 %
Gain on disposition of property, plant and equipment and deposits     1,897       99       1,798       nm       7,483       269       7,214       nm  
Impairment of non-financial assets     (14,620 )           (14,620 )     (100 )%     (31,850 )           (31,850 )     (100 )%
Operating loss     (39,626 )     (23,578 )     (16,048 )     68 %     (71,985 )     (47,286 )     (24,699 )     52 %
Operating margin (1)     (51 )%     (57 )%                 (50 )%     (51 )%            
                                                                 
Net financial income (expenses)     2,143       (1,317 )     3,460       263 %     4,253       10,126       (5,873 )     (58 )%
Net loss before income taxes     (37,483 )     (24,895 )     (12,588 )     51 %     (67,732 )     (37,160 )     (30,572 )     82 %
                                                                 
Income tax (expense) recovery     8,639       (1,704 )     10,343       607 %     3,013       4,581       (1,568 )     (34 )%
Net loss     (28,844 )     (26,599 )     (2,245 )     8 %     (64,719 )     (32,579 )     (32,140 )     99 %
                                                                 
Basic and diluted net loss per share  (in U.S. dollars)     (0.05 )     (0.07 )                 (0.12 )     (0.09 )            
Change in revaluation surplus - digital assets, net of tax     23,003       (5,455 )     28,458       522 %     9,582       11,978       (2,396 )     (20 )%
Total comprehensive loss, net of tax     (5,841 )     (32,054 )     26,213       (82 %)     (55,137 )     (20,601 )     (34,536 )     168 %
                                                                 
Gross Mining profit (2)     32,367       20,650       11,717       57 %     61,731       51,990       9,741       19 %
Gross Mining margin (2)     45 %     51 %                 45 %     58 %            
Adjusted EBITDA (2)     13,720       11,466       2,254       20 %     28,806       34,790       (5,984 )     (17 )%
Adjusted EBITDA margin (2)     18 %     28 %                 20 %     38 %            

 

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.

 

14  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

A. Revenues

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Cryptocurrency Mining     71,292       40,383       30,909       77 %     136,155       89,806       46,349       52 %
Cryptocurrency Hosting     2,553             2,553       100 %     3,124             3,124       100 %
Electrical services     1,006       1,165       (159 )     (14 )%     2,100       2,059       41       2 %
Energy sales     2,949             2,949       100 %     3,269             3,269       100 %
      77,800       41,548       36,252       87 %     144,648       91,865       52,783       279 %

 

Q2 2025 v. Q2 2024

 

Revenues were $77.8 million in Q2 2025 compared to $41.5 million in Q2 2024, an increase of $36.3 million, or 87%.

 

The most significant factors impacting the increase in Bitfarms’ revenues in Q2 2025 compared to Q2 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 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 June 30, 2024         614       41,548        
Impact of BTC halving event on April 19, 2024 on Bitfarms’ quantity of BTC earned during Q2 2025   1     (139 )     (15,893 )     (38 )%
Impact of increase in Network Difficulty during Q2 2025 as compared to Q2 2024   2     (460 )     (46,733 )     (112 )%
Impact of increase in average Bitfarms’ BTC Hashrate during Q2 2025 as compared to Q2 2024   3     718       73,311       176 %
Impact of difference in average BTC price in Q2 2025 as compared to Q2 2024   4             22,781       55 %
Other Mining variance, Computational power sold in exchange for services variance, other revenues and change in Volta*                 2,786       7 %
BTC and revenues, including Volta*, for the three months ended June 30, 2025         733       77,800       88 %

 

* 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 Q2 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 Q2 2025 compared to Q2 2024, based on the change in Network Difficulty, multiplied by Q2 2025 average BTC price earned.
3 Calculated as the difference in BTC earned in Q2 2025 compared to Q2 2024, based on the change in Bitfarms’ average Hashrate, multiplied by Q2 2025 average BTC price earned.
4 Calculated as the difference in average BTC price in Q2 2025 compared to Q2 2024 multiplied by BTC earned in Q2 2024.

 

15  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

A. Revenues (Continued)

 

Q2 2025 v. Q2 2024 (Continued)

 

The following tables summarize the Company’s revenues and average Hashrate for Q2 2025 and Q2 2024 by country:

 

Revenues   Three months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change  
North America                        
Canada     28,929       28,129       800       3 %
United States     32,997       3,296       29,701       901 %
      61,926       31,425       30,501       97 %
South America                                
Paraguay     12,217       2,144       10,073       470 %
Argentina     3,657       7,979       (4,322 )     (54 )%
      15,874       10,123       5,751       57 %
      77,800       41,548       36,252       87 %

 

Average Operational Hashrate under Management*   Three months ended June 30,  
(Average Hashrate in EH/s except where indicated)   2025     2024     Change     % Change  
North America                        
Canada     6.1       4.5       1.6       36 %
United States     6.3       0.5       5.8       nm  
      12.4       5.0       7.4       148 %
South America                                
Paraguay     2.6       0.4       2.2       550 %
Argentina     0.9       1.3       (0.4 )     (31 )%
      3.5       1.7       1.8       106 %
      15.9       6.7       9.2       137 %

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 Q2 2025 from its North American operations. Canada and the United States accounted for 37% and 42% of total revenues, respectively, compared to 68% and 8% in Q2 2024, respectively. The Company’s operations in Paraguay and Argentina accounted for 16% and 5% of total revenues in Q2 2025, respectively, compared to 5% and 19% in Q2 2024, respectively.

 

In Q2 2025, revenues from the Company’s operations in United States, Paraguay and Canada increased by $29.7 million, $10.1 million and $0.8 million, respectively, compared to Q2 2024. The increases are mainly due to the average Hashrate increase of the United States, Paraguay and Canada operations of 5.8 EH/s, 2.2 EH/s and 1.6 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 16% of the Hashrate increase. Revenues from the Company’s operations in Argentina decreased by $4.3 million in Q2 2025, as compared to Q2 2024 due to the halting of the electricity supply at the Company’s data center in Rio Cuarto, and the factors mentioned above.

 

16  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

A. Revenues (Continued)

 

YTD Q2 2025 v. YTD Q2 2024

 

Revenues were $144.6 million in YTD Q2 2025 compared to $91.9 million in YTD Q2 2024, an increase of $52.8 million, or 57%.

 

The most significant factors impacting the increase in Bitfarms’ revenues in YTD Q2 2025, compared to YTD Q2 2024, are presented in the table below. Revenues increased mostly due to the increase in average BTC price and the increase in average Bitfarms’ Hashrate, partially offset by the increase in Network Difficulty and lower BTC 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 six months ended June 30, 2024             1,557       91,865        
Impact of BTC halving event on April 19, 2024 on Bitfarms’ quantity of BTC earned during YTD Q2 2025     1       (818 )     (79,445 )     (86 )%
Impact of increase in Network Difficulty during YTD Q2 2025 as compared to YTD Q2 2024     2       (1,100 )     (106,684 )     (117 )%
Impact of increase in average Bitfarms’ BTC Hashrate during YTD Q2 2025 as compared to YTD Q2 2024     3       1,793       173,972       189 %
Impact of difference in average BTC price in YTD Q2 2025 as compared to YTD Q2 2024     4               61,635       67 %
Other Mining variance, Computational power sold in exchange for services variance, other revenues and change in Volta*                     3,305       4 %
BTC and revenues, including Volta*, for the six months ended June 30, 2025             1,432       144,648       57 %

 

* 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 YTD Q2 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 YTD Q2 2025 compared to YTD Q2 2024, based on the change in Network Difficulty, multiplied by YTD Q2 2025 average BTC price earned.
3 Calculated as the difference in BTC earned in YTD Q2 2025 compared to YTD Q2 2024, based on the change in Bitfarms’ average Hashrate, multiplied by YTD Q2 2025 average BTC price earned.
4 Calculated as the difference in average BTC price in YTD Q2 2025 compared to YTD Q2 2024 multiplied by BTC earned in YTD Q2 2024.

 

17  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

A. Revenues (Continued)

 

YTD Q2 2025 v. YTD Q2 2024 (Continued)

 

The following tables summarize the Company’s revenues and average Hashrate for YTD Q2 2025 and YTD Q2 2024 by country:

 

Revenues   Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change  
North America                        
Canada     58,707       60,267       (1,560 )     (3 )%
United States     51,098       8,183       42,915       524 %
      109,805       68,450       41,355       60 %
South America                                
Paraguay     24,231       3,860       20,371       528 %
Argentina     10,612       19,555       (8,943 )     (46 )%
      34,843       23,415       11,428       49 %
      144,648       91,865       52,783       57 %

 

Average Hashrate under Management*   Six months ended June 30,  
(Average Hashrate in EH/s except where indicated)   2025     2024     Change     % Change  
North America                        
Canada     5.9       4.1       1.8       44 %
United States     5.0       0.6       4.4       733 %
      10.9       4.7       6.2       132 %
South America                                
Paraguay     2.5       0.3       2.2       733 %
Argentina     1.1       1.3       (0.2 )     (15 )%
      3.6       1.6       2.0       125 %
      14.5       6.3       8.2       130 %

 

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

 

Bitfarms earned most of its revenues during YTD Q2 2025 from its North American operations. Canada and the United States accounted for 41% and 35% of total revenues, respectively, compared to 66% and 9% in YTD Q2 2024, respectively. The Company’s operations in Paraguay and Argentina accounted for 17% and 7% of total revenues in YTD Q2 2025, respectively, compared to 4% and 21% in YTD Q2 2024, respectively.

 

In YTD Q2 2025, revenues from the Company’s operations in United States and Paraguay increased by $42.9 million and $20.4 million, respectively, compared to YTD Q2 2024. The increases are mainly due to average hashrate increase of the United States and Paraguay operations of 4.4 EH/s and 2.2 EH/s, respectively, and the increases in average BTC price, partially offset by the increase in Network Difficulty and the decrease in Block Rewards following the BTC halving event that occurred on April 19, 2024. The Company’s acquisition of Stronghold 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 $8.9 million and $1.6 million, respectively, in YTD Q2 2025, as compared to YTD Q2 2024, due to the halting of the electricity supply at the Company’s data center in Rio Cuarto, and the other factors mentioned above, partially offset by the average Hashrate increase in Canada.

 

18  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

B. Cost of Revenues

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Energy     (30,108 )     (19,461 )     (10,647 )     55 %     (55,516 )     (38,808 )     (16,708 )     43 %
Sales tax recovery - energy           17,017       (17,017 )     (100 )%           17,017       (17,017 )     (100 )%
Depreciation and amortization     (37,008 )     (57,337 )     20,329       (35 )%     (66,701 )     (96,314 )     29,613       (31 )%
Sales tax recovery - depreciation and amortization           8,760       (8,760 )     (100 )%           8,760       (8,760 )     (100 )%
Hosting expenses                       %     (7,735 )           (7,735 )     (100 )%
Infrastructure expenses     (15,334 )     (929 )     (14,405 )     nm       (19,011 )     (2,896 )     (16,115 )     556 %
Electrical components and salaries     (830 )     (873 )     43       (5 )%     (1,707 )     (1,581 )     (126 )     8 %
      (83,280 )     (52,823 )     (30,457 )     58 %     (150,670 )     (113,822 )     (36,848 )     32 %

 

nm: not meaningful

 

Q2 2025 v. Q2 2024

Bitfarms’ cost of revenues for Q2 2025 was $83.3 million, compared to $52.8 million for Q2 2024. The increase in cost of revenues was mainly attributable to: 

A $25.8 million sales tax recovery in Q2 2024 for sales taxes paid by the Company from February 5, 2022 to April 2024 due to the Company receiving confirmation from the provincial tax authorities that Canadian sales taxes are refundable, compared to nil in Q2 2025. 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.
A $14.4 million increase in infrastructure expenses, mainly due to:
A $10.6 million increase related to operating expenses at the Panther Creek and Scrubgrass power plants, following the acquisition of Stronghold in the first quarter of 2025. The expenses included $3.4 million of labor costs and other employee benefits, $6.0 million of plant maintenance costs and $1.2 million of other operating expenses; and
A $1.4 million increase in Mining operations consulting expenses at the Scrubgrass, Panther Creek and Sharon data centers.
A $10.6 million, or 55%, increase in energy expenses, mainly due to:
The Company adding new and more efficient Miners, which increased energy utilization to an average of 318 MW during Q2 2025 versus 199 MW for the same period in 2024, resulting in an increase in electricity costs of $7.5 million; and
A $9.8 million increase due to fuel expenses for the Panther Creek and Scrubgrass power plants following the acquisition of Stronghold in the first quarter of 2025, partially offset by $6.6 million of renewable energy credits (“RECs”) in Q2 2025.

 

The increase was partially offset by: 

A $20.3 million decrease in non-cash depreciation and amortization expense due to the accelerated depreciation recorded in Q2 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.

 

19  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

B. Cost of Revenues (Continued)

 

YTD Q2 2025 v. YTD Q2 2024 

Bitfarms’ cost of revenues was $150.7 million for YTD Q2 2025 compared to $113.8 million for YTD Q2 2024. The increase in cost of revenues was mainly due to:

A $16.7 million, or 43%, increase in energy expenses, mainly due to:
A $12.0 million increase due to fuel expenses from its power plants to generate revenues following the acquisition of Stronghold in the first quarter of 2025, partially offset by $6.6 million of RECs in YTD Q2 2025; and
The Company adding new and more efficient Miners, which increased energy utilization to an average of 299 MW during YTD Q2 2025 versus 206 MW for the same period in 2024, resulting in an increase in electricity costs of $11.3 million.
A $25.8 million sales tax recovery received in Q2 2024 for sales taxes paid by the Company from February 5, 2022 to April 2024 due to the Company receiving confirmation from the provincial tax authorities that Canadian sales taxes are refundable, compared to nil in YTD Q2 2025. 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.
A $16.1 million, or 556%, increase in infrastructure expenses, mainly due to:
A $12.1 million increase related to operating expenses at the Panther Creek and Scrubgrass power plants following the acquisition of Stronghold in the first quarter of 2025. The expenses included $3.9 million of labor costs and other employee benefits, $6.3 million of plant maintenance costs and $1.9 million of other operating expenses; and
A $1.4 million increase in Mining operations consulting expenses at the Scrubgrass, Panther Creek and Sharon data centers.
A $7.7 million, or 100%, increase in hosting expenses, mainly due to:
A $4.4 million increase in electricity costs incurred in Q1 2025 for the hosting of the Company’s Miners at the Panther Creek and Scrubgrass facilities prior to the acquisition of Stronghold; and
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 first quarter of 2025, prior to the acquisition of Stronghold.

 

These increases were partially offset by: 

A $29.6 million decrease in non-cash depreciation and amortization expense due to the accelerated depreciation recorded in YTD Q2 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.

 

20  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

C. General & Administrative Expenses

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Salaries and wages     (8,107 )     (4,032 )     (4,075 )     101 %     (14,277 )     (10,079 )     (4,198 )     42 %
Share-based payments     (3,615 )     (1,675 )     (1,940 )     116 %     (8,052 )     (4,769 )     (3,283 )     69 %
Professional services     (4,291 )     (5,695 )     1,404       (25 )%     (9,978 )     (7,353 )     (2,625 )     36 %
Sales tax recovery - professional services           1,389       (1,389 )     (100 )%           1,389       (1,389 )     (100 )%
Advertising and promotion     (1,092 )     (165 )     (927 )     562 %     (1,210 )     (281 )     (929 )     331 %
Insurance, duties and other     (3,441 )     (2,436 )     (1,005 )     41 %     (6,545 )     (4,393 )     (2,152 )     49 %
Travel, motor vehicle and meals     (730 )     (466 )     (264 )     57 %     (1,200 )     (712 )     (488 )     69 %
Telecom hosting and telecommunications     (147 )     (75 )     (72 )     96 %     (334 )     (153 )     (181 )     118 %
Sales tax recovery - other general and administrative expenses           753       (753 )     (100 )%           753       (753 )     (100 )%
      (21,423 )     (12,402 )     (9,021 )     73 %     (41,596 )     (25,598 )     (15,998 )     62 %

 

Q2 2025 v. Q2 2024

Bitfarms’ general and administrative (“G&A”) expenses were $21.4 million in Q2 2025, compared to $12.4 million for Q2 2024. The increase of $9.0 million, or 73%, was largely due to:

A $4.1 million increase in salaries and wages due to (i) the increase in the Company’s headcount in Q2 2025 compared to Q2 2024 to support the global expansion as well as merit and market-based adjustments and cost of living salary increases and (ii) the salaries paid to Stronghold employees following the acquisition in the first quarter of 2025;
A $2.1 million sales tax recovery received in Q2 2024 for sales taxes paid by the Company from February 5, 2022 to April 2024 due to the Company receiving confirmation from the provincial tax authorities that Canadian sales taxes are refundable, compared to nil in Q2 2025. 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 $1.9 million increase in share-based payments due to higher outstanding stock options and new restricted stock units (“RSU”) granted during Q2 2025 compared to Q2 2024.

 

21  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

C. General & Administrative Expenses (Continued)

 

YTD Q2 2025 v. YTD Q2 2024

For YTD Q2 2025, Bitfarms’ G&A expenses were $41.6 million, compared to $25.6 million for the same period in 2024. The increase in G&A expenses of $16.0 million, or 62%, was mainly due to:

A $4.2 million increase in salaries and wages due to (i) the increase in the Company’s headcount in YTD Q2 2025 compared to YTD Q2 2024 to support the global expansion as well as merit and market-based adjustments and cost of living salary increases and (ii) the salaries paid to Stronghold employees following the acquisition in the first quarter of 2025;
A $2.1 million sales tax recovery received in Q2 2024 for sales taxes paid by the Company from February 5, 2022 to April 2024 due to the Company receiving confirmation from the provincial tax authorities that Canadian sales taxes are refundable, compared to nil in YTD Q2 2025. 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;
A $2.2 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;
A $2.6 million increase in professional services related to legal and accounting fees associated with non-recurring activities including the Stronghold Transaction and related filing fees; and
A $3.3 million increase in share-based payments due to higher outstanding stock options and RSU granted in connection with the Stronghold acquisition during YTD Q2 2025 compared to YTD Q2 2024.

 

22  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

D. Net financial income (expenses)

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Gain (loss) on revaluation of warrants     145       (1,455 )     1,600       110 %     5,763       7,585       (1,822 )     (24 )%
Gain (loss) on derivative assets and liabilities     3,740       (2,135 )     5,875       275 %     26       355       (329 )     (93 )%
Gain on settlement of Refundable Hosting Deposits                       %     945             945       100 %
Gain on disposition of marketable securities     29       413       (384 )     (93 )%     420       751       (331 )     (44 )%
Interest income     460       2,042       (1,582 )     (77 )%     1,410       2,722       (1,312 )     (48 )%
Interest on long-term debt and lease liabilities     (2,150 )     (349 )     (1,801 )     516 %     (2,795 )     (727 )     (2,068 )     284 %
Loss on foreign exchange     (156 )     (943 )     787       (83 )%     (319 )     (1,004 )     685       (68 )%
Other financial (expenses) income     75       1,110       (1,035 )     (93 )%     (1,197 )     444       (1,641 )     (370 )%
      2,143       (1,317 )     3,460       263 %     4,253       10,126       (5,873 )     (58 )%

 

Q2 2025 v. Q2 2024

Bitfarms’ net financial income was $2.1 million for Q2 2025, compared to a $1.3 million expense for Q2 2024. The $3.5 million favorable change was primarily related to:

A $5.9 million favorable change in gain (loss) on derivative assets and liabilities mainly due to:
Net gain of $2.0 million in Q2 2025 from the Bitcoin One Program, which includes an unrealized gain of $6.6 million on open positions, partially offset by realized loss of $4.6 million on closed positions. Refer to Section 10b - Capital Resources (Bitcoin One program for digital assets management);
Net gain of $1.8 million in Q2 2025 from the BTC Redemption Option. Refer to Note 10 to the Financial Statements; and
Net loss on derivative assets and liabilities of $2.1 million in Q2 2024, mainly from the unrealized loss on the change in fair value of open Synthetic HODLTM positions. Refer to Note 10 to the Financial Statements for more details.
A $1.6 million favorable change in gain (loss) on revaluation of warrants due to the decrease in the fair value of the warrant liabilities for the 2023 private placement and Macquarie credit facility (the “2025 Warrants”) in Q2 2025 compared to the increase in the fair value of the warrant liabilities for the 2021 and 2023 private placements in Q2 2024.

 

The favorable change was partially offset by:

A $1.6 million decrease in interest income due to the Company’s lower average cash balance and lower interest rates during Q2 2025 compared to Q2 2024. Refer to section 10a - Liquidity and Capital Resources (Cash flows) for details of the Company’s cash flows.
A $1.8 million increase in interest on long-term debt and lease liabilities due to the interest on the Macquarie credit facility signed in April 2025, and higher interest on lease liabilities in Q2 2025 compared to Q2 2024 due to new leases.

 

23  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

D. Net financial income (expenses) (Continued)

 

YTD Q2 2025 v. YTD Q2 2024

Bitfarms’ net financial income was $4.3 million for YTD Q2 2025, compared to $10.1 million for YTD Q2 2024. The $5.9 million decrease was mainly due to:

A $2.1 million increase in interest on long-term debt and lease liabilities due to the interest on the Macquarie credit facility, and higher interest on lease liabilities in YTD Q2 2025 compared to YTD Q2 2024 due to new leases;
A $1.8 million unfavorable change in gain (loss) on revaluation of warrants due to the fair value of the warrant liabilities for the 2023 private placement and Macquarie credit facility in YTD Q2 2025 decreasing less than the fair value of the warrant liabilities for the 2021 and 2023 private placements in YTD Q2 2024;
A $1.3 million decrease in interest income due to the Company’s lower average cash balance during YTD Q2 2025 compared to YTD Q2 2024. Refer to Section 10a - Liquidity and Capital Resources (Cash Flows) for details of the Company’s cash flows.

 

24  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

7. FINANCIAL PERFORMANCE (Continued)

 

E. Impairment

 

First quarter of 2025

During the first quarter of 2025, as a result of the decline of the Company’s market capitalization and BTC price, the Company performed separate evaluations of the recoverable amount of the assets for operating cryptocurrency mining facilities in Canada, United States, Argentina and Paraguay. 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.

 

For more details of the key assumptions used in the calculations, refer to Note 12 - Impairment to the Financial Statements.

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Argentina CGU                                                
Equipment and construction prepayments     1,430             1,430       100 %     1,661             1,661       100 %
ROU assets                       100 %     103             103       100 %
Property, plant and equipment     13,190             13,190       100 %     28,766             28,766       100 %
      14,620             14,620       100 %     30,530             30,530       100 %
                                                                 
Miners held for sale                       100 %     1,320             1,320       100 %
      14,620             14,620       100 %     31,850             31,850       100 %

 

Q2 2025

As a result of the suspension of the Mining activities in Argentina, the Company performed an evaluation of the recoverable amount of the assets for operating cryptocurrency mining facilities in Argentina. The recoverable amount for the Argentina CGU was calculated using fair value less costs of disposal, 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 $14.6 million during Q2 2025, of which $13.2 million was allocated to PPE and $1.4 million to equipment and construction prepayments. The impairment loss was recognized in profit or loss under Impairment on non-financial assets, compared to an impairment loss of nil in Q2 2024. 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 on May 12, 2025).

 

Q2 2025 YTD

The impairment loss on the Company’s Argentina CGU recorded in YTD Q2 2025 amounted to $30.5 million, of which $28.8 million was allocated to PPE, $1.7 million to equipment and construction prepayments and $0.1 million to right-of-use (“ROU”) assets. The impairment loss was recognized in profit or loss under Impairment on non-financial assets, compared to an impairment loss of nil in YTD Q2 2024.

 

The majority of assets included in the Argentina CGU were 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 $48.8 million in profit or loss.

 

In addition, the Company recorded an impairment loss of $1.3 million on its Miners held for sale in YTD Q2 2025 as compared to nil in YTD Q2 2024.

 

25  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

8. SELECTED QUARTERLY INFORMATION

 

(U.S. $ in thousands except earnings per share)   Q2 2025     Q1 2025     Q4 2024     Q3 2024     Q2 2024     Q1 2024     Q4 2023     Q3 2023  
Revenues     77,800       66,848       56,163       44,853       41,548       50,317       46,241       34,596  
Net loss     (28,844 )     (35,875 )     15,165       (36,649 )     (26,599 )     (5,980 )     (62,045 )     (16,507 )
Basic earnings (loss) per share     (0.05 )     (0.07 )     0.03       (0.08 )     (0.07 )     (0.02 )     (0.21 )     (0.06 )
Diluted earnings (loss) per share     (0.05 )     (0.07 )     0.03       (0.08 )     (0.07 )     (0.02 )     (0.21 )     (0.06 )
                                                                 
Net (loss) income before income taxes     (37,483 )     (30,249 )     5,458       (36,651 )     (24,895 )     (12,265 )     (62,423 )     (16,106 )
Interest (income) and expense     1,690       (305 )     (290 )     (2,014 )     (1,693 )     (302 )     91       368  
Depreciation and amortization     37,008       29,693       24,584       28,829       57,337       38,977       21,790       21,767  
Sales tax recovery - depreciation and amortization                             (8,760 )                  
EBITDA (1)     1,215       (861 )     29,752       (9,836 )     21,989       26,410       (40,542 )     6,029  
EBITDA margin (1)     2 %     (1 )%     53 %     (22 )%     53 %     52 %     (88 )%     17 %
Share-based payment     3,615       4,437       4,021       5,159       1,675       3,094       3,906       2,011  
(Reversal of) revaluation loss on digital assets                                         (1,183 )     1,183  
Impairment of non-financial assets     14,620       17,230             3,628                   2,270        
Loss (gain) on revaluation of warrants     (145 )     (5,618 )     (6,314 )     (5,704 )     1,455       (9,040 )     42,760       (2,196 )
Gain on disposition of marketable securities     (29 )     (391 )     (782 )     (780 )     (413 )     (338 )     (999 )     (4,120 )
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  
Net financial expenses and other     (5,556 )     (437 )     (13,649 )     3,706       2,132       811       7,635       3,610  
Adjusted EBITDA (1)     13,720       15,086       14,315       5,556       11,466       23,324       16,332       8,883  
Adjusted EBITDA margin (1)     18 %     23 %     25 %     12 %     28 %     46 %     35 %     26 %

 

   
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.  

 

26  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

8. SELECTED QUARTERLY INFORMATION (Continued)

 

Although the BTC Mining industry experiences volatility, BTC prices are 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 Q2 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.

 

27  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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) expenses related to hosting and energy revenues; (iv) purchase of electrical components and other expenses; (v) electrician salaries and payroll taxes; and (vi) 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.

 

28  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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) expenses related to hosting and energy revenues; (iii) purchases of electrical components; (iv) electrician salaries and payroll taxes; (v) infrastructure; (vi) sales tax recovery; and (vii) 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) expenses related to hosting and energy revenues; (iv) purchases of electrical components; (v) electrician salaries and payroll taxes; (vi) share-based payment; (vii) other direct expenses; (viii) sales tax recovery; and (ix) 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.

 

29  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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
margin
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.
      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.

 

30  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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.

 

31  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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 June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Revenues     77,800       41,548       36,252       87 %     144,648       91,865       52,783       57 %
                                                                 
Net loss before income taxes     (37,483 )     (24,895 )     (12,588 )     51 %     (67,732 )     (37,160 )     (30,572 )     82 %
Interest income (expense)     1,690       (1,693 )     3,383       (200 )%     1,385       (1,995 )     3,380       (169 )%
Depreciation and amortization     37,008       57,337       (20,329 )     (35 )%     66,701       96,314       (29,613 )     (31 )%
Sales tax recovery - depreciation and amortization           (8,760 )     8,760       100 %           (8,760 )     8,760       100 %
EBITDA     1,215       21,989       (20,774 )     (94 )%     354       48,399       (48,045 )     (99 )%
EBITDA margin     2 %     53 %                 %     53 %            
Share-based payment     3,615       1,675       1,940       116 %     8,052       4,769       3,283       69 %
Impairment of non-financial assets     14,620             14,620       100 %     31,850             31,850       100 %
Gain on revaluation of warrants     (145 )     1,455       (1,600 )     (110 )%     (5,763 )     (7,585 )     1,822       (24 )%
Gain on disposition of marketable securities     (29 )     (413 )     384       (93 )%     (420 )     (751 )     331       (44 )%
Gain on settlement of Refundable Hosting Deposits                       %     (945 )           (945 )     100 %
Professional services not associated with ongoing operations           3,096       (3,096 )     100 %     1,671       3,096       (1,425 )     (46 )%
Sales tax recovery - prior years - energy and infrastructure and G&A expenses (1)           (18,468 )     18,468       100 %           (16,081 )     16,081       100 %
Net financial (income) expense and other     (5,556 )     2,132       (7,688 )     (361 )%     (5,993 )     2,943       (8,936 )     (304 )%
Adjusted EBITDA     13,720       11,466       2,254       20 %     28,806       34,790       (5,984 )     (17 )%
Adjusted EBITDA margin     18 %     28 %                 20 %     38 %            

 

   
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.  

 

32  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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

 

B. Calculation of Gross Mining Profit and Gross Mining Margin

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Gross loss     (5,480 )     (11,275 )     5,795       (51 )%     (6,022 )     (21,957 )     15,935       (73 )%
Non-Mining revenues¹     (6,508 )     (1,165 )     (5,343 )     459 %     (8,493 )     (2,059 )     (6,434 )     312 %
Depreciation and amortization     37,008       57,337       (20,329 )     (35 )%     66,701       96,314       (29,613 )     (31 )%
Expenses related to hosting and energy revenues     6,517             6,517       100 %     7,838             7,838       100 %
Sales tax recovery - depreciation and amortization           (8,760 )     8,760       100 %           (8,760 )     8,760       100 %
Electrical components and salaries     830       873       (43 )     (5 )%     1,707       1,581       126       8 %
Sales tax recovery - prior years - energy and infrastructure²           (16,366 )     16,366       100 %           (14,338 )     14,338       100 %
Other           6       (6 )     (100 )%           1,209       (1,209 )     100 %
Gross Mining profit     32,367       20,650       11,717       57 %     61,731       51,990       9,741       19 %
Gross Mining margin     45 %     51 %                 45 %     58 %            

 

(1) Non-Mining revenues reconciliation:

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Revenues     77,800       41,548       36,252       87 %     144,648       91,865       52,783       57 %
Less Mining related revenues for the purpose of calculating gross Mining margin:                                                                
Mining revenues³     (71,292 )     (40,383 )     (30,909 )     77 %     (136,155 )     (89,806 )     (46,349 )     52 %
Non-Mining revenues     6,508       1,165       5,343       459 %     8,493       2,059       6,434       312 %

 

(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.

 

33  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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

 

C. Calculation of Direct Cost and Direct Cost per BTC

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Cost of revenues     83,280       52,823       30,457       58 %     150,670       113,822       36,848       32 %
Depreciation and amortization     (37,008 )     (57,337 )     20,329       (35 )%     (66,701 )     (96,314 )     29,613       (31 )%
Expenses related to hosting and energy revenues     (2,857 )           (2,857 )     (100 )%     (3,673 )           (3,673 )     (100 )%
Sales tax recovery - depreciation and amortization           8,760       (8,760 )     100 %           8,760       (8,760 )     (45 )%
Electrical components and salaries     (830 )     (873 )     43       (5 )%     (1,707 )     (1,581 )     (126 )     8 %
Infrastructure expenses     (15,334 )     (922 )     (14,412 )     nm       (19,011 )     (2,896 )     (16,115 )     556 %
Infrastructure expenses related to self-producing energy for mining     7,321             7,321       100 %     8,329             8,329       100 %
Sales tax recovery - prior years - energy and infrastructure (1)           16,366       (16,366 )     (100 )%           14,338       (14,338 )     (100 )%
Direct Cost     34,572       18,817       15,755       84 %     67,907       36,129       31,778       88 %
                                                                 
Quantity of BTC earned     718       614       104       17 %     1,411       1,557       (146 )     (9 )%
Direct Cost per BTC (in U.S. dollars)     48,200       30,600       17,600       58 %     48,100       23,200       24,900       107 %

nm: not meaningful

 

 
1 Sales tax recovery relating to energy and infrastructure has been allocated to its 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.  

 

34  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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

 

D. Calculation of Total Cash Cost and Total Cash Cost per BTC

 

    Three months ended June 30,     Six months ended June 30,  
(U.S.$ in thousands except where indicated)   2025     2024     $ Change     % Change     2025     2024     $ Change     % Change  
Cost of revenues     83,280       52,823       30,457       58 %     150,670       113,822       36,848       32 %
General and administrative expenses     21,423       12,402       9,021       73 %     41,596       25,598       15,998       62 %
      104,703       65,225       39,478       61 %     192,266       139,420       52,846       38 %
Depreciation and amortization     (37,008 )     (57,337 )     20,329       (35 )%     (66,701 )     (96,314 )     29,613       (31 )%
Sales tax recovery - depreciation and amortization           8,760       (8,760 )     (100 )%           8,760       (8,760 )     (100 )%
Expenses related to hosting and energy revenues     (6,930 )           (6,930 )             (8,304 )           (8,304 )     (100 )%
Non-cash service expense (2)     (965 )           (965 )     (100 )%     (1,750 )           (1,750 )     (100 )%
Electrical components and salaries     (830 )     (873 )     43       (5 )%     (1,707 )     (1,581 )     (126 )     8 %
Share-based payment     (3,615 )     (1,675 )     (1,940 )     116 %     (8,052 )     (4,769 )     (3,283 )     69 %
Professional services not associated with ongoing operations           (3,096 )     3,096       100 %     (1,671 )     (3,096 )     1,425       (46 )%
Sales tax recovery - prior years - energy and infrastructure and G&A expenses (1)           18,468       (18,468 )     (100 )%           16,081       (16,081 )     (100 )%
Other           (415 )     415       100 %           (3,159 )     3,159       100 %
Total Cash Cost     55,355       29,057       26,298       91 %     104,081       55,342       48,739       88 %
                                                                 
Quantity of BTC earned     718       614       104       17 %     1,411       1,557       (146 )     (9 )%
Total Cash Cost per BTC (in U.S. dollars)     77,100       47,300       29,800       63 %     73,800       35,500       38,300       108 %

 

 

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.

 

35  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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 billion, 48-month support program for Argentina. At the same time, the Central Bank of Argentina introduced a floating exchange rate system ranging from 1,000 to 1,400 ARS per USD, gradually widening about 1% per month. The central bank will intervene if rates move outside this band, directly affecting the money supply. Capital and currency controls were also eased, improving access to the official exchange market for individuals, businesses, importers, and foreign dividend payments (from 2025 onward). The central bank has issued BOPREAL bonds to address pre-2025 undistributed dividends. The full impact of these changes on Bitfarms remains uncertain as of this MD&A.

 

The Company sent 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 provided Hashrate services for a market-based fee to its Canadian parent which, in turn, purchased 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.

 

36  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A. Cash Flows

 

    Six months ended June 30,  
(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     (93,106 )     (55,391 )     (37,715 )     68 %
Investing activities     74,030       (68,506 )     142,536       208 %
Financing activities     69,936       178,362       (108,426 )     (61 )%
Exchange rate differences on currency translation     37       116       (79 )     (68 )%
Cash and restricted cash, end of the period     110,439       138,619       (28,180 )     (20 )%

 

Cash Flows used in Operating Activities

Cash flows used in operating activities increased by $37.7 million during YTD Q2 2025 compared to YTD Q2 2024. The Company’s operating cash flows are negative as the proceeds from the BTC sold from its Mining operations are classified within investing activities.

 

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

Higher cash G&A expenses, net of sales tax refund, of $12.7 million as explained in Section 7C - Financial Performance - General & Administrative expenses of this MD&A; and
Higher cash energy costs of $33.7 million, including the sales tax recovery of $17.0 million recognized during YTD Q2 2024 for energy costs, and infrastructure expenses of $16.1 million, as explained in Section 7B - Financial Performance - Cost of Revenues of this MD&A.

 

The increase was partially offset by:

An increase in working capital of $26.0 million as explained in Section 11 - Financial Position of this MD&A.

 

37  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A. Cash Flows (Continued)

 

Cash Flows from Investing Activities

Cash flows from investing activities increased by $142.5 million during YTD Q2 2025 compared to YTD Q2 2024.

 

The increase in cash flow from investing activities is driven primarily by:

An increase in proceeds from sale of digital assets earned of $54.4 million as a result of higher BTC prices when selling 1,480 BTC in YTD Q2 2025 compared to lower BTC prices when selling 1,456 BTC in YTD Q2 2024;
$59.0 million of net additions of PPE during YTD Q2 2025, compared to $121.6 million for the same period in 2024, primarily due to the acquisition of Miners and infrastructure build-out;
$47.5 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;
$4.8 million in advance payments YTD Q2 2025, compared to $31.0 million in advanced payments during YTD Q2 2024, mainly for the fleet upgrade; and
$1.1 million of net proceeds from disposition of derivative assets and liabilities in YTD Q2 2025, as described in Note 10- Derivative Assets and Liabilities to the Financial Statements, compared to nil in YTD Q2 2024.

 

The increase was partially offset by:

The acquisition of Stronghold for $48.1 million in YTD Q2 2025, as described in Note 5 - Business Combination to the Financial Statements, compared to nil in YTD Q2 2024.

 

Cash Flows from Financing Activities

Cash flows from financing activities decreased by $108.4 million from $178.4 million for YTD Q2 2024 to $69.9 million for YTD Q2 2025.

 

YTD Q2 2025

The Company raised $23.6 million of net proceeds from its 2024 ATM Program as discussed below.
The Company raised $50.0 million through the Macquarie credit facility and incurred $3.2 million professional fees.
The amounts raised were partially offset by scheduled payments primarily relating to lease liabilities of approximately $1.0 million.

 

38  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A. Cash Flows (Continued)

 

Cash Flows from Financing Activities (Continued)

 

YTD Q2 2024

The Company raised:
$174.5 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;
$8.5 million of net proceeds from the exercise of stock options and warrants; and
$1.7 million from the sale and leaseback of its Garlock 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 $1.4 million.

 

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 capitalized $0.9 million of professional fees and registration expenses to initiate the 2024 ATM Program.

 

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.

 

Q2 2025 v. Q2 2024

During the three months ended June 30, 2025, the Company did not issue common shares through the 2024 ATM Program.

 

During the three months ended June 30, 2024, the Company issued 67,198,859 common shares through the 2024 ATM Program in exchange for gross proceeds of $140.8 million at an average share price of approximately $2.10. The Company received net proceeds of $136.4 million after paying commissions of $4.2 million to the sales agent, in addition to $0.2 million of other transaction fees.

 

39  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A. Cash Flows (Continued)

 

Cash Flows from Financing Activities (Continued)

 

At-The-Market Equity Offering Program (Continued)

YTD Q2 2025 v. YTD Q2 2024

During YTD Q2 2025, the Company issued 14,444,643 common shares in 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 $0.8 million to the sales agent.

 

During YTD Q2 2024, the Company issued 84,196,144 common shares in the 2024 ATM program in exchange for gross proceeds of $180.2 million at an average share price of approximately $2.14. The Company received net proceeds of $174.5 million after paying commissions of $5.4 million to the sales agent, in addition to $0.3 million of other transaction fees.

 

Use of Proceeds

The Company has used the proceeds from the 2024 ATM Program prudently to support the growth and development of the Company’s major Mining capital expenditure program, as described in Section 6 - Expansion Projects of this MD&A, as well as for working capital and general corporate purposes. The Company does not intend to make significant further capital investments in mining in the near future as it emphasizes its HPC data center development. Described below are the actual use of proceeds from the commencement of the 2024 ATM Program through June 30, 2025:

 

(U.S. $ in thousands except where indicated)   Use of proceeds from  
    March 11, 2024 to  
Categories   June 30, 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 available     375,000  
Remaining proceeds available     50,709  

 

Private placements

 

YTD Q2 2025 v. YTD Q2 2024

During YTD Q2 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 YTD Q2 2025, no warrants were exercised.

 

40  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

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.

 

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 HPC 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 YTD Q2 2025, which was used to fund operations and expansion plans:

 

    Three months ended  
(U.S. $ in thousands except where indicated)   June 30,
2025
    March 31,
2025
 
Quantity of BTC sold     1,052       428  
Total proceeds     100,471       37,263  

 

The sale of BTC as described above, while the Company continued to earn BTC, resulted in total holdings of 1,176 BTC as of June 30, 2025, of which 625 BTC are restricted and relate to the deposits for Miners with the option to redeem and the Bitcoin One program, valued at approximately $126.0 million based on a BTC price of approximately $107,101, as of June 30, 2025.

 

41  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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 August 11, 2025, the Company has 1,402 BTC, valued at $168.2 million on its balance sheet, based on a price of $120,000 per BTC. As of the date of this MD&A, 88% of the Company’s BTC are held in custody with Coinbase Custody and Anchorage Digital with the remaining 12% 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 July 31, 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.

 

42  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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 HODLTM program for digital assets management, which was deployed in February 2025 and is under strategic review since August 1, 2025. Bitcoin One is a quantitative investment multi-strategy program that employs leverage to accelerate BTC accumulation. 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.

 

The Company creates a “Synthetic BTC” by utilizing long call options on BTC and a funding mechanism. The call option generates exponentially higher returns than BTC as price increases. The funding mechanism provides the means to pay for the premium of the call option, typically involved selling insurance to market participants such as hedgers and/or extracted a risk premium from structural features in BTC volatility.

 

Using Synthetic BTC alongside conventional HODL allows the Company to be more adaptive and aggressive towards BTC. The Synthetic BTC uses call options that may outperform BTC and may optimize capital efficiency through call option funding mechanisms.

 

The performance and innovation of Synthetic BTCs alongside the Company’s conventional treasury positions the Company for an aggressive play on BTC and enables its investors to benefit from a truly unique BTC treasury strategy.

 

During the three and six months ended June 30, 2025, the Company incurred a net gain of $2.0 million and $0.5 million, respectively, which consisted of unrealized gains on open positions of $6.6 million and $0.2 million, respectively, and realized losses on closed positions of $4.6 million and realized gains of $0.2 million, respectively.

 

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 June 30, 2025:

 

(U.S. $ in thousands)   2025     2026     2027     2028     2029 and
thereafter
    Total  
Trade accounts payable and accrued liabilities     38,096       —         —         —         —         38,096  
Long-term debt     2,451       4,598       56,671       407       3,250       67,377  
Lease liabilities     1,947       4,727       4,629       3,917       15,801       31,021  
      42,494       9,325       61,300       4,324       19,051       136,494  

 

43  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

D. Lawsuits

 

The following table summarizes the Company’s resolved legal cases which have accrued balances as of June 30, 2025:

 

(U.S. $ in thousands)         As of
June 30,
    As of
December 31,
 
          2025     2024  
FERC Matters     i.       1,065        
Stronghold Shareholder Securities Lawsuit     ii.       2,036        
Total settlement accruals             3,101        
Less current portion             (1,286 )      
Effect of discounting             (117 )      
Non-current portion             1,698        

 

The undiscounted legal settlement accruals amounted to $3.1 million as of June 30, 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 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 June 30, 2025, the settlement accrual was $1.1 million and represents the 8 installment payments.

 

44  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

D. Lawsuits (Continued)

 

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 $4.8 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 June 30, 2025, the settlement accrual was $2.0 million and represents the value of the remaining 19 BTC to be paid.

 

iii. 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 Geoffrey 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 lawsuit was filed by Pomerantz Law Firm. 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 and no provision was recorded as of June 30, 2025. The Company intends to vigorously defend itself in this matter.

 

 

45  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

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 June 30, 2025.

 

F. Commitments

 

As of June 30, 2025, the Company did not have any material commitments.

 

46  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

11. FINANCIAL POSITION

 

A. Working Capital

 

    As of
June 30,
    As of
December 31,
             
(U.S. $ in thousands except where indicated)   2025     2024     $ Change     % Change  
Total Current Assets     278,261       213,709       64,552       30 %
Total Current Liabilities     89,470       36,270       53,200       147 %
Working Capital     188,791       177,439       11,352       6 %

 

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 address the inconsistent financing streams associated with debt and equity raises to fund its HPC development activities. The Company also anticipates requiring additional funds to complete its 2025 and 2026 growth plans discussed in Section 6 - Expansion Projects of this MD&A. As of June 30, 2025, Bitfarms had working capital of $188.8 million, compared to $177.4 million as of December 31, 2024.

 

The increase in working capital was mostly due to:

A $25.9 million increase in cash as explained by the cash flows. Refer to Section 10A - Liquidity and Capital Resources - Cash flows of this MD&A;
A $15.1 million increase in receivable from disposal of Yguazu Mining site as explained in Section 6b - Expansion Projects (Paraguay Expansion);
A $5.9 million increase in inventories mainly attributable to the acquisition of Stronghold as explained in Note 5 to the Financial Statements;
A $5.8 million increase in digital assets resulting from the increase in the BTC price during YTD Q2 2025, partially offset by the Company’s balance decreasing by 109 BTC;
A $5.6 million increase in rights to energy credits derived from Stronghold’s refuse operations; and
A $2.9 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.

 

The increase was partially offset by:

A $23.0 million increase in trade payables and accrued liabilities mainly due to $22.3 million attributable to the acquisition of Stronghold as explained in Note 5 to the Financial Statements;
A $18.4 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; and
A $6.4 million decrease in short-term prepaid deposits mainly related to the prepayment of electricity to an energy supplier in Argentina during FY 2024.

 

47  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

11. FINANCIAL POSITION (Continued)

 

B. Property, plant and equipment

 

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

    As of June 30,     As of December 31,              
(U.S. $ in thousands except where indicated)   2025     2024     $ Change     % Change  
North America                                
Canada     88,906       117,615       (28,709 )     (24 )%
United States     299,430       62,854       236,576       376 %
      388,336       180,469       207,867       115 %
South America                                
Paraguay     67,834       112,452       (44,618 )     (40 )%
Argentina     20,916       55,604       (34,688 )     (62 )%
      88,750       168,056       (79,306 )     (47 )%
      477,086       348,525       128,561       37 %

 

As of June 30, 2025, Bitfarms had PPE of $477.1 million, compared to $348.5 million as of December 31, 2024. The increase of $128.6 million, or 37%, was primarily due to:

The $236.6 million increase in United States PPE mainly due to the $156.7 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 $44.6 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 $28.7 million and $34.7 million decreases in Canada and Argentina PPE, respectively, mainly due to regular depreciation, which exceeded Miners fleet upgrade and the $28.8 million impairment on Argentina PPE. Refer to Note 12 - Impairment to the Financial Statements.

 

C. ROU assets

 

As of June 30, 2025, Bitfarms had ROU assets of $22.7 million, compared to $23.0 million as of December 31, 2024. The decrease of $0.3 million, or 1%, was mainly due to depreciation, partially offset by 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 22 to the Financial Statements and Note 23 to the 2024 Annual Financial Statements. Risks are related to foreign currency, credit, counterparty, liquidity, and concentration.

 

48  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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 are accounted for as an intangible asset under IAS 38, should be classified as investing activities rather than operating activities. The following table reflects the reclassification impact of the comparative six months ended June 30, 2024.

 

Adjustments to interim consolidated statement of cash flows for the six months ended June 30, 2024

 

(U.S. $ in thousands)   Six months ended June 30,  
    2024 (as reported)     Cash flow reclassification     2024 (as restated)  
                   
Cash flows from (used in) operating activities                  
Net loss     (32,579 )           (32,579 )
Adjustments for:                        
Proceeds from sale of digital assets earned     83,326       (83,326 )      
Net change in cash related to operating activities     27,935       (83,326 )     (55,391 )
                         
Cash flows from (used in) investing activities                        
Proceeds from sale of digital assets earned           83,326       83,326  
Net change in cash related to investing activities     (151,832 )     83,326       (68,506 )

 

49  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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.

 

50  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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.

 

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.

 

The Company believes that the design implementation of the revised control is complete, the validation and testing of the operating effectiveness of the internal control over a sustained period of financial reporting cycles will be required before it is considered remediated.

 

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 April 1, 2025 and ended June 30, 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.

 

51  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

15. INTERNAL CONTROLS OVER FINANCIAL REPORTING (Continued)

 

D. Limitation of DC&P and ICFR (Continued)

 

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 June 30, 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 June 30, 2025, Stronghold generated revenue of $27.5 million and net loss of $2.2 million. As of June 30, 2025, Stronghold’s current assets and current liabilities represented approximately 13.6% and 27.0% of the Company’s consolidated current assets and current liabilities, respectively.

 

16. RECENT AND SUBSEQUENT EVENTS

 

A. Bitmain T21 and S21+ Miners Swap

In July 2025, an exchange agreement was signed to return 10,467 Bitmain T21 Miners. In consideration for the returned Miners, Bitmain will refund the Company with a credit for $23.9 million. Simultaneously, the Company placed another purchase order for 8,585 Bitmain S21+ Miners at a purchase price of $29.9 million to be paid in cash or in BTC. The payment terms, the BTC installments and the BTC Redemption Option are similar to the ones described in Note 9 to the Financial Statements. In July, 2025, the Company paid the net balance of $6.0 million in BTC which can be redeemed on a quarterly basis.

 

B. Redemption options of BTC

In July 2025, the Company exercised its option to redeem the third installment of the BTC Pledged in relation to the purchase of Miners under the November 2024 purchase order. The Company redeemed 87 BTC for $8.3 million. Refer to Note 8 to the Financial Statements for more details.

 

52  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

16. RECENT AND SUBSEQUENT EVENTS (Continued)

 

C. Corporate Share Buyback Program

On July 22, 2025, the Company announced that the TSX had approved a normal course issuer bid (“NCIB”), under which the Company may repurchase up to 49,943,031 of its common shares, representing approximately 10% of the Company’s public float as of July 14, 2025.

 

Purchases under the NCIB may commence on July 28, 2025, and will terminate no later than July 27, 2026. All common shares purchased on the TSX or Nasdaq under the NCIB will be cancelled. The Company has entered into an automatic repurchase arrangement with a designated broker to facilitate repurchases under the NCIB, including during pre-determined blackout periods. The timing and number of shares repurchased will be determined by Management based on market conditions.

 

During the period from July 28, 2025 to August 11, 2025, the Company repurchased 4,949,244 common shares for cancellation through the Corporate Share Buyback Program in exchange for $6.1 million at an average share price of approximately $1.24 USD and paid $0.1 million of commissions to the purchasing agent.

 

D. Agreements to Purchase Land

On August 7, 2025, the Company entered into an agreement to purchase 3 acres of land in Washington State, United States for $1.9 million.

 

On August 8, 2025, the Company entered into an agreement to purchase 181 acres of land in Pennsylvania, United States for $3.5 million.

 

E. Argentina Operations

 

On August 8, 2025, the Company entered into an agreement with GMSA to have its energy deposit of $3.5 million repaid to the Company over 18 months beginning in January 2026, bearing interest at 5% per annum. GMSA agreed to eliminate the Company's estimated asset retirement obligation for the leased property of $2.8 million as of June 30, 2025. The Company amended its $10,000 per month lease for the property so that the Company pays for the pro-rata portion of land it uses going forward, if any, and extended the lease term to January 2035.

 

On August 11, 2025, the Company determined that it would discontinue its operations at its Bitcoin data center in Rio Cuarto, Argentina by November 11, 2025 due to the halting of energy supply since May 12, 2025 and future economic uncertainty in the region.

 

53  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

17. SHARE CAPITAL

 

As of the date of this MD&A, the Company has 552,599,613 common shares outstanding, 23,760,723 vested and 5,459,670 unvested stock options, 16,172,428 warrants outstanding, 4,974,631 restricted stock units and 4,451,072 performance 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 energized 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 energized power capacity of 171 MW located in the State of Washington and in Pennsylvania, United States. Energy for two of the four 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 the 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 energized 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.

 

54  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

18. REGULATORY COMPLIANCE (Continued)

 

Argentina

On April 30, 2025, the Company was informed that Generacion Mediterranea S.A (“GMSA”), a subsidiary of Grupo Albanesi, appointed local and international financial advisors to conduct a process with their creditors regarding the restructuring of all its financial debt. As a result, the Company’s operations in Rio Cuarto have been suspended due to a halt in the Rio Cuarto operations’ supply of electrical power since May 12, 2025.

 

The Company is in the process of shutting down its 58 MW data center and anticipates to complete the shutdown by November 11, 2025.

 

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 six months ended June 30, 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 10D - Capital Resources (Lawsuits)).

 

55  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

19. RISK FACTORS (Continued)

 

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. (Continued)

 

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 were suspended due to a halt in its supply of electrical power on May 12, 2025.

 

The Company’s data center in Rio Cuarto 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 but that the supply of electricity would continue uninterrupted. 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 facility. As of August 11, 2025, GMSA is currently negotiating with its commercial suppliers and the Company does not have visibility of the timing for when normal supply of electricity will resume, or whether it will resume at all, and what fees will be charged on electricity use should supply resume. The Company has evaluated options and has decided to discontinue operations at Rio Cuarto. As a result the Company’s operational Hashrate and the free cashflow its mining operations generate has decreased accordingly.

 

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.

 

56  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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;

 

57  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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

 

risks related to the suspension of operations at the Rio Cuarto Site and the disposition of the Rio Cuarto Site;
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;
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;
increase in import tariffs and duties;
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;
the risk that revenues, profits and margins of the Company may not remain consistent with historical levels, thereby impacting its ability to make purchases under the Company’s share buyback program;
risk related to the NCIB;
risks associated with the suspension of the Company’s operations at its Rio Cuarto site; 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.

 

58  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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.

 

59  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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.

 

60  Page

BITFARMS LTD.
Management’s Discussion & Analysis
(In U.S. dollars, except where otherwise indicated)

 

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.
Synthetic HODL   Synthetic HODL is the Company’s use of financial instruments to generate BTC exposure with inherent risk management, capital efficiency and leverage characteristics. The initiative was succeeded by the Bitcoin One program.
Terahash or TH/s   One trillion (1,000,000,000,000) hashes or one Terahash per second.

 

61  Page

 

EX-99.3 4 ea025191601ex99-3_bitfarms.htm CEO CERTIFICATION OF INTERIM FILINGS - INTERIM CERTIFICATE DATED AUGUST 12, 2025

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 June 30, 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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 12, 2025  
   
/s/ Ben Gagnon  
Ben Gagnon  
Chief Executive Officer  

 

 

EX-99.4 5 ea025191601ex99-4_bitfarms.htm CFO CERTIFICATION OF INTERIM FILINGS - INTERIM CERTIFICATE DATED AUGUST 12, 2025

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 June 30, 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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 12, 2025  
   
/s/ Jeffrey Lucas  
Jeffrey Lucas  
Chief Financial Officer