Bitfarms Ltd
For the period ended Dec 31, 2024. Filed Apr 1, 2025.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2024 · Filed Apr 1, 2025
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Contents
EX-99.1 · 5.2 TRANSFORMATIVE FLEET UPGRADE
5.2 TRANSFORMATIVE FLEET UPGRADE
The transformative fleet upgrade plan described above underpins the Company’s 2024 expansion strategy. Securing additional Miners was anticipated to benefit the Company by capitalizing on elevated Bitcoin prices and drive rapid and meaningful improvements across three key operating metrics: Hashrate, energy efficiency and operating costs per TH.
| 1. | On November 27, 2023, the Company placed a firm purchase order for 35,888 Bitmain T21 Miners (the “Purchase Order”) totaling US$95.5 million, or $14/TH, which were delivered in 2024. |
| 2. | On November 27, 2023, the Company secured a purchase option for an additional 28,000 Bitmain T21 Miners (the “Purchase Option”) for an aggregate purchase price of US$74.5 million, or $14/TH. On March 11, 2024, the Company exercised the Purchase Option. |
| 3. | On March 11, 2024, the Company also purchased an additional 19,280 Bitmain T21 Miners for $14/TH, and 3,888 Bitmain S21 Miners and 740 Bitmain S21 hydro Miners for $17.50/TH, for an aggregate purchase price of US$69.2 million (collectively defined as the ’‘March 2024 Purchase Order’’). |
| 4. | On November 12, 2024, the Company amended the Purchase Option and the March 2024 Purchase Order (“Supplementary Agreements”) and upgraded 18,853 Bitmain T21 Miners with more efficient Bitmain S21 Pro Miners for an additional consideration of US$33.2 million which was paid in BTC and can be redeemed in four quarterly installments as described in Note 9 to the Financial Statements. The amended aggregate purchase price for the Purchase Option is US$85.1 million and the March 2024 Purchase Order is US$91.9 million. |
| 5. | On March 12, 2025, in connection with the Purchase Order, an exchange agreement was signed to return 4,160 Bitmain T21 Miners. In consideration for the returned Miners, Bitmain will refund the Company with a US$9.5 million credit. Simultaneously, the Company placed another purchase order (’’2025 Miners Swap’’) for 3,660 Bitmain S21+ Miners at a purchase price of US$11.9 million. On March 13, 2025, the net US$2.4 million was paid in BTC and which can be repurchased in four quarterly installments resulting in an embedded derivative. |
The March 2024 Purchase Order, combined with the Purchase Order and Purchase Option, is expected to enable the Company to reach 18 EH/s operating capacity and 19 w/TH efficiency in 2025. The Company intends to continue liquidating older Miners to offset the cost of the capital expenditures. During FY 2024, the Company sold 16,056 older generation Miners to third parties for approximately US$2.5 million. Refer to Note 10 to the Financial Statements.
As of December 31, 2024, the Company paid the full amount of US$239.2 million, of which US$33.2 million was made in BTC towards these new orders. The Company has the option to repurchase the BTC paid resulting in an embedded derivative. See Note 9 to the Financial Statements for more details. The Company commenced the 2024 ATM Program on March 11, 2024, enabling the Company to access liquidity of up to US$375.0 million, with the intention to use the proceeds primarily for capital expenditures to support the Company’s growth and development.
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The following table details the status of the new Miner orders as of March 26, 2025:
| Date · Order · Quantity1 · Miner Model · Miners Energized · Hashrate (EH/s)2 · Remaining Miners | |||||||
|---|---|---|---|---|---|---|---|
| Q4 2023 | Purchase Order | (i) | 35,898 | Bitmain T21 | 35,898 | 6.8 | — |
| Q1 2024 | Purchase Option | (ii) | 22,234 | Bitmain T21 | 20,701 | 3.9 | 1,533 |
| (amended Q4 2024) | (amended November 2024) | (iv) | 6,000 | Bitmain S21 Pro | 6,000 | 1.4 | — |
| 28,234 | 26,701 | 5.3 | 1,533 | ||||
| Q1 2024 | March 2024 Purchase Order | (iii) | 6,475 | Bitmain T21 | — | — | 6,475 |
| (amended Q4 2024) | (amended | (iv) | 12,805 | Bitmain S21 Pro | 6,538 | 1.5 | 6,267 |
| November 2024) | 3,975 | Bitmain S21 | 3,975 | 0.9 | — | ||
| 762 | Bitmain S21 hydro | 762 | 0.3 | — | |||
| 24,017 | 11,275 | 2.7 | 12,742 | ||||
| Q1 2025 | 2025 Miners | (v) | (4,160) | Bitmain T21 | — | — | (4,160) |
| Swap | 3,660 | Bitmain S21 Pro | — | — | 3,660 | ||
| (500) | — | — | (500) | ||||
| 87,649 | 73,874 | 14.8 | 13,775 | ||||
| 1 | The total Hashrate from the Miners received should correspond to the total Hashrate specified in the initial agreements. The quantity of Miners received may vary based on the individual Hashrate specifications of each Miner. |
| 2 | The Hashrate is based on the average Miner specifications stated in the purchase agreements and the Company’s actual realized Hashrate may differ. |
5.3 UNITED STATES EXPANSION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.