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 LTÉE

(Translation of registrant’s name into English)

 

 

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

(Address of principal executive offices)

 

 

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

 

Form 20-F ☐ Form 40-F ☒

 

 

 

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

 

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

 

 

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 LTÉE
	Par :	/s/ Ben Gagnon
		Name:	Ben Gagnon
		Title:	Directeur général

 

Date: August 12, 2025

 

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 LTÉE

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 des opérations	7
2.	Liquidité	8
3.	Base de présentation et principale information sur les politiques comptables	9
4.	Jugements et estimations comptables significatifs	14
5.	Business Combination	15
6.	Sale of the Yguazu Mining Site	18
7	Rights to energy credits	18
8.	Actifs numériques	19
9.	Inventories	21
10.	Actifs et passifs dérivés	21
11.	Actifs détenus en vue de la vente	24
12.	Dépréciation	25
13.	Biens, installations et équipements	27
14.	Long-term Deposits and Equipment Prepayments	28
15.	Refundable Deposits	29
16.	Investment in Associate	30
17.	Dettes commerciales et frais à payer	30
18.	Warrant Liabilities	30
19.	Long-term Debt	32
20.	Impôts sur le revenu	34
21.	Capital action	34
22.	Instruments financiers	36
23.	Net Loss Per Share	39
24.	Share-based Payments	39
25.	Détails supplémentaires de l'état des profits et des pertes et du résultat global	41
26.	Information géographique	43
27.	Détails supplémentaires sur l'état des flux de trésorerie	44
28.	Contingent Liability and Lawsuits	44
29.	Subsequent Events	47

 

 

BITFARMS LTÉE

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

 

					As of June 30,				Depuis le Décembre 31,
		Notes			2025				2024
actifs
Actuel
Liquidités						85,439				59,542
Créances commerciales						3,942				1,259
Receivable from disposal of business		6				15,087				—
Autres actifs						5,671				7,285
Dépôts prépayés à court terme						8,126				14,554
Rights to energy credits		7				5,572				—
Impôts sur le revenu à recevoir						471				424
Actifs numériques		8				59,029				87,298
Actifs numériques - restreints		8				66,922				32,826
Inventories		9				7,112				1,180
Actifs dérivés		10, 22				15,705				3,418
Actifs détenus en vue de la vente		11				5,185				5,923
						278,261				213,709
Au long terme
Restricted cash		19				25,000				—
Biens, installations et équipements		13, 26				477,086				348,525
Actifs au titre du droit d’utilisation						22,713				23,020
Long-term deposits and equipment prepayments		14				15,139				56,367
Dépôts remboursables		15				5,430				21,956
Actifs incorporels						3,449				4,039
Investment in associate		16				872				—
TOTAL DES ACTIFS						827,950				667,616
Passif
Actuel
Dettes commerciales et frais à payer		17				48,853				25,894
Passifs dérivés		10, 22				13,082				128
Tranche courant de la dette à long terme		19				581				146
Responsabilité relative au contrat de location						3,407				2,089
Redemption obligations		8				18,396				—
Passifs liés aux bons de souscription		18				5,151				8,013
						89,470				36,270
Au long terme
Dette à long terme		19				50,999				1,430
Responsabilité relative au bail						19,922				19,750
Provision pour mise hors service d’actifs						3,422				2,106
Responsabilité fiscale différée						65				65
Other non-current liability						1,586				—
TOTAL DES PASSIFS						165,464				59,621
Capitaux propres
Capital action		21				947,329				852,286
Equity warrants		21				11,477				—
Surplus d’apport						70,629				67,521
Déficit accumulé						(383,992	)			(334,507	)
Excédent de réévaluation						17,043				22,695
TOTAL DES CAPITAUX PROPRES						662,486				607,995
Total des passifs et des actions						827,950				667,616

 

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

 

11 Août 2025		/s/ Brian Howlett		/s/ Ben Gagnon		/s/ Jeffrey Lucas
Date of approval of the financial statements		Chairman of the Board of Directors		Chef de la direction & Administrateur		Directeur financier

 

 

BITFARMS LTÉE

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

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

 

					Trois mois terminés le 30 juin,								Semestre clos le 30 juin,
		Notes			2025				2024				2025				2024
Revenus		8, 25, 26				77,800				41,548				144,648				91,865
Coût des revenus		25				(83,280	)			(52,823	)			(150,670	)			(113,822	)
Perte brute						(5,480	)			(11,275	)			(6,022	)			(21,957	)
Dépenses d'exploitation
Dépenses générales et administratives		25				(21,423	)			(12,402	)			(41,596	)			(25,598	)
Gain sur la cession d'immobilisations corporelles et de dépôts		6, 13				1,897				99				7,483				269
Dépréciation d'actifs non financiers		12				(14,620	)			—				(31,850	)			—
Perte d'exploitation						(39,626	)			(23,578	)			(71,985	)			(47,286	)
Revenu financier net (dépenses)		25				2,143				(1,317	)			4,253				10,126
Perte nette avant impôts sur le revenu						(37,483	)			(24,895	)			(67,732	)			(37,160	)
Recouvrement (charge) d'impôt sur le revenu		20				8,639				(1,704	)			3,013				4,581
Perte nette						(28,844	)			(26,599	)			(64,719	)			(32,579	)
Autres éléments du résultat global
Article qui ne sera pas reclassé en profit ou perte :
Variation de réévaluation du surplus - actifs numériques, déduction faite de l’impôt		8				23,003				(5,455	)			9,582				11,978
Perte globale totale, nette d'impôts						(5,841	)			(32,054	)			(55,137	)			(20,601	)
Perte par action		23
De base et dilué						(0.05	)			(0.07	)			(0.12	)			(0.09	)
Nombre moyen pondéré d'actions ordinaires en circulation		23
De base et dilué						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

 

 

BITFARMS LTÉE

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
Solde au mois de janvier 1, 2025					479,332,885				852,286				—				67,521				(334,507	)			22,695				607,995
Perte nette					—				—				—				—				(64,719	)			—				(64,719	)
Variation de réévaluation du surplus - actifs numériques, déduction faite de l’impôt					—				—				—				—				—				9,582				9,582
Perte globale totale, nette d'impôts					—				—				—				—				(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	)			—
Rémunération en actions		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
Règlement des unités d'actions restreintes		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
Solde au mois de janvier 1, 2024					334,153,330				535,009				—				56,622				(299,810	)			2,941				294,762
Perte nette					—				—				—				—				(32,579	)			—				(32,579	)
Variation de réévaluation du surplus - actifs numériques, déduction faite de l’impôt					—				—				—				—				—				11,978				11,978
Perte globale totale, nette d'impôts					—				—				—				—				(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	)			—
Rémunération en actions		24			—				—				—				4,769				—				—				4,769
Issuance of common shares		21			84,196,144				173,564				—				—				—				—				173,564
Règlement des unités d'actions restreintes		24			125,000				289				—				(289	)			—				—				—
Exercice d'options d'achat d'actions et de bons de souscription		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

 

 

BITFARMS LTÉE

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

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

 

				Semestre clos le 30 juin,
		Notes		2025				2024 (restated - Note 3e)
Flux de trésorerie utilisés pour les opérations
Perte nette					(64,719	)			(32,579	)
Ajustement pour les éléments non monétaires :
Dépréciation et amortissement		25, 27			66,701				87,554
Dépréciation d'actifs non financiers		12			31,850				—
Revenu financier net		25			(4,253	)			(10,126	)
Digital assets earned and hosting revenue received in BTC		8			(136,373	)			(89,806	)
Rémunération en actions		24, 25			8,052				4,769
Recouvrement d'impôts sur le revenu		20			(3,013	)			(4,581	)
Renewable energy credits earned		7			(6,540	)			—
Gain sur la cession d'immobilisations corporelles et de dépôts					(7,483	)			(269	)
Actifs numériques échangés contre des services		8			5,178				—
Intérêts perçus					873				3,196
Charges d'intérêt payées					(1,145	)			(727	)
Impôts payés sur le revenu					(237	)			(789	)
Proceeds from disposition of renewable energy credits		7			4,070				—
Variations des éléments non monétaires du fonds de roulement		27			13,933				(12,033	)
Variation nette de la trésorerie liée aux activités opérationnelles					(93,106	)			(55,391	)
Flux de trésorerie liés aux activités d'investissement
Produits de la vente d'actifs numériques		8			137,734				83,326
Purchase of property, plant and equipment and Intangible asset					(62,063	)			(123,119	)
Produits de la vente d'immobilisations corporelles et d'actifs détenus en vue de la vente					3,045				1,546
Achat de titres négociables		25			(9,628	)			(5,720	)
Produit de la cession de titres négociables		25			10,048				6,471
Achat d'actifs et de passifs dérivés		10			(78,838	)			—
Produits de la cession d'actifs et de passifs dérivés		10			79,924				—
Paiements anticipés d'équipement et de construction					(4,771	)			(31,010	)
Proceeds from disposal of business		6			47,538				—
Acquisition of business		5			(48,084	)			—
Investment in Associate		16			(875	)			—
Variation nette de la trésorerie liée aux activités d’investissement					74,030				(68,506	)
Flux de trésorerie provenant des activités de financement
Issuance of common shares		21			23,608				173,564
Remboursement de la dette à long terme		19			(209	)			(4,066	)
Proceeds from long-term debt, net of transaction costs		19			47,544				1,695
Remboursement des passifs de location					(1,010	)			(1,363	)
Exercice d'options d'achat d'actions et de bons de souscription		21, 24			3				8,532
Variation nette des liquidités liées aux activités de financement					69,936				178,362
Net increase in cash					50,860				54,465
Cash, beginning of the period					59,542				84,038
Écarts de taux de change sur la conversion monétaire					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

 

 

NOTE 1:

NATURE DES OPÉRATIONS

 

Bitfarms Ltd. a été constituée en vertu de la Loi canadienne sur les sociétés par actions le 1er octobre 11, 2018 et prorogée en vertu de la Loi sur les sociétés par actions (Ontario) le 1er août 27, 2021. Les états financiers consolidés de la société comprennent les comptes de Bitfarms Ltd. et de ses filiales détenues à 100 % (désignées ensemble comme la « société » ou « Bitfarms »). Les actions ordinaires de la société sont cotées au Nasdaq Stock Market et à la Bourse de Toronto (Nasdaq/TSX : BITF). Son siège social est situé à l'adresse suivante : 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 possède et exploite principalement des centres de données abritant des ordinateurs (appelés « mineurs ») conçus pour valider des transactions sur la chaîne de blocs Bitcoin (appelée « minage »). Bitfarms fait généralement fonctionner ses mineurs 24 heures par jour pour produire de la puissance informatique utilisée pour les calculs de hachage (mesurés par l'hashrate) que Bitfarms vend aux opérateurs de pool minier selon un taux basé sur une formule communément connu dans l'industrie sous le nom de Full Pay Per Share ( »FPPS »). Dans le cadre du FPPS, les opérateurs de pools miniers rémunèrent les sociétés minières pour leur puissance informatique utilisée pour les calculs de hachage, mesurée par le taux de hachage, sur la base de ce que l'opérateur du pool minier s'attendrait à générer comme revenus pour une période donnée s'il n'y avait pas d'aléa. Les frais payés par un opérateur de pool minier à Bitfarms pour sa puissance informatique utilisée pour les calculs de hachage peuvent être en crypto-monnaie, en dollars américains ou dans une autre devise. Cependant, les frais sont payés à la Société sur une base quotidienne en BTC (tel que défini ci-dessous). Bitfarms accumule les frais de crypto-monnaie qu'elle reçoit ou les échange contre des dollars américains par le biais de plateformes d'échange de crypto-monnaie réputées et établies.

 

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”).

 

 

NOTE 1:

NATURE OF OPERATIONS (Continued)

 

Termes et définitions

Dans ces états financiers, les termes ci-dessous ont les définitions suivantes :

 

	Durée	Définition
1	Dorsale	Backbone Hosting Solutions Inc.
2	Volta	9159-9290 Québec Inc.
3	Backbone Argentine	Solutions d'hébergement Backbone SAU
4	Backbone Paraguay	Backbone Hosting Solutions Paraguay SA
5	Backbone Mining	Backbone Mining Solutions LLC
6	Dorsale Yguazu	Zunz SA
7	BTC	Bitcoin
8	BVVE	Équipement de vérification et de validation de la blockchain (principalement les mineurs et l'équipement lié à l'exploitation minière).
9	MW	Mégawatt
10	CAD	Dollars canadiens
11	USD	Dollars américains
12	ARS	Argentine pesos

 

NOTE 2:

Liquidité

 

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.

 

 

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:

BASE DE PRÉSENTATION ET PRINCIPALE INFORMATION SUR LES POLITIQUES COMPTABLES

 

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.

 

 

NOTE 3:

BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

b.

Material new accounting policy information (Continued)

 

Coûts de transaction

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.

 

Reconnaissance des revenus

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.

 

 

NOTE 3:

BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

b.

Material new accounting policy information (Continued)

 

Biens, installations et équipements

 

Les immobilisations corporelles sont amorties comme suit : 

Classe d'actifs	Méthode d'amortissement	Période d'amortissement
BVVE
Mineurs	Linéaire	3 années
Mining-related equipment	Linéaire	5 années
Améliorations locatives	Linéaire	La durée la plus courte entre la durée du bail et la durée de vie prévue de l'amélioration
Machinery and equipment	Linéaire	5 to 20 years
Asset retirement cost	Linéaire	Over the lease term or 10 to 30 years
Bâtiments	Un équilibre en baisse	4%
Power Plants	Un équilibre en baisse	4%
Véhicules	Un équilibre en baisse	30%

 

Baux

 

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

Classe d'actifs	Méthode d'amortissement	Période d'amortissement
Locaux loués	Linéaire	4-10 ans
Machinery and equipment	Linéaire	3-4 ans
Véhicules et autres	Linéaire	3-5 ans
BVVE	Linéaire	3 années

 

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.

 

 

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.

Nouveaux amendements comptables publiés et adoptés par la société

 

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

 

Amendements à l'IAS 21, Effets des variations des cours des monnaies étrangères ( »IAS 21")

Les amendements à l'IAS 21 imposent à une entité d'appliquer une approche cohérente pour évaluer si une monnaie peut être échangée contre une autre monnaie et, si ce n'est pas le cas, pour déterminer le taux de change à utiliser et l'information à fournir.

 

 

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

 

Les amendements suivants aux normes existantes ont été publiés et sont applicables à la société pour son exercice annuel commençant le 1, 2026, une application anticipée étant autorisée :

 

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

Les amendements aux normes IFRS 9 et IFRS 7 précisent que les actifs et les passifs financiers sont comptabilisés et décomptabilisés à la date de règlement, sauf dans le cas d'achats ou de ventes réguliers d'actifs et de passifs financiers répondant aux conditions de la nouvelle exception. La nouvelle exception permet aux entreprises de choisir de décomptabiliser certains passifs financiers réglés par des systèmes de paiement électronique avant la date de règlement.

 

Ces amendements fournissent également des lignes directrices pour évaluer les caractéristiques des flux de trésorerie contractuels des actifs financiers, qui s'appliquent à tous les flux de trésorerie éventuels, y compris ceux qui découlent des caractéristiques environnementales, sociales et de gouvernance (ESG).

 

En outre, les amendements relatifs aux investissements dans des instruments de capitaux propres comptabilisés à la juste valeur par le biais des autres éléments du résultat global exigent de présenter séparément le gain ou la perte de juste valeur pour les investissements décomptabilisés au cours de la période et les investissements détenus. Les amendements ont ajouté des obligations d'information pour les instruments financiers comportant des éléments conditionnels susceptibles de modifier l'échéancier ou le montant des flux de trésorerie contractuels qui ne sont pas directement liés aux risques et aux coûts de base des prêts.

 

En outre, les amendements à l'IFRS 9 clarifient : i) les exigences relatives à la comptabilisation de l'extinction d'un passif locatif du preneur qui se traduit par un gain ou une perte comptabilisé(e) en résultat net; et ii) la définition de l'expression « prix de transaction ».

 

La société évalue actuellement l'impact de l'adoption de ces amendements sur ses états financiers.

 

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.

 

 

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

 

		Semestre clos le 30 juin,
		2024 (tel que rapporté)				Cash flow reclassification				2024 (après redressement)
Flux de trésorerie provenant des activités opérationnelles
Perte nette			(32,579	)			—				(32,579	)
Réajustements pour :
Produit de la vente d'actifs numériques obtenus			83,326				(83,326	)			—
Variation nette de la trésorerie liée aux activités opérationnelles			27,935				(83,326	)			(55,391	)
Flux de trésorerie liés aux activités d'investissement
Produit de la vente d'actifs numériques obtenus			—				83,326				83,326
Variation nette de la trésorerie liée aux activités d’investissement			(151,832	)			83,326				(68,506	)

 

NOTE 4:

JUGEMENTS ET ESTIMATIONS COMPTABLES SIGNIFICATIFS

 

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

 

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

 

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

 

Business Combinations

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

 

 

NOTE 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.

 

 

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
Dépôts prépayés à court terme					1,835
Other assets (current)					118
Rights to energy credits		7			3,102
Inventories		9			3,269
Biens, installations et équipements		13			156,687
Actifs incorporels					18
Actifs au titre du droit d’utilisation					1,594
Other non-current assets					1,550
Accounts payable and accrued liabilities		17			(22,304	)
Tranche courant de la dette à long terme		19			(420	)
Responsabilité relative au contrat de location					(800	)
Dette à long terme		19			(460	)
Non-current lease liabilities					(756	)
Provision pour mise hors service d’actifs					(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.

 

 

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
Revenu			154,805				27,474
Perte nette			(80,838	)			(2,213	)

 

Purchase consideration - cash outflow

		Six months ended June 30,
		2025
Cash outflow, net of cash acquired
Contrepartie en espèces			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.

 

 

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
Considération
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
Biens, installations et équipements			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		Depuis le 30 juin
				2025
				six-month period
Solde au mois de janvier 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	)
Solde en fin de période					5,572

 

 

NOTE 8:

Actifs numériques

 

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

 

		Trois mois terminés le 30 juin,
		2025								2024
		Quantité				Valeur				Quantité				Valeur
Balance of digital assets including restricted digital assets as of April 1,			1,492				123,232				806				57,542
BTC gagnés*			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 échangé contre de l'argent liquide			(1,052	)			(100,471	)			(515	)			(33,756	)
Gain réalisé sur la cession d'actifs numériques**			—				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

 

 

NOTE 8:

DIGITAL ASSETS (Continued)

 

		Semestre clos le 30 juin,
		2025								2024
		Quantité				Valeur				Quantité				Valeur
Balance of digital assets including restricted digital assets as of January 1,			1,285				120,124				804				33,971
BTC gagnés*			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 échangé contre de l'argent liquide			(1,480	)			(137,734	)			(1,456	)			(83,326	)
BTC échangé contre des services			(55	)			(5,178	)			—				—
Gain réalisé sur la cession d'actifs numériques**			—				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.

 

 

NOTE 9:

INVENTORIES

 

		As of June 30,				Depuis le Décembre 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:

ACTIFS ET PASSIFS DÉRIVÉS

 

Contrats d'option et de vente de BTC

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.

 

 

NOTE 10:

DERIVATIVE ASSETS AND LIABILITIES (Continued)

 

The following table summarizes the BTC Redemption Options:

 

						Depuis le 30 juin
						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):

 

		Depuis le 30 juin																Depuis le 31 décembre,
		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
Solde au mois de janvier 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	)
Achats			375				—				62,396				16,067				—				13,610				351
Comptabilisation initiale							393				—				—				1,349				—				—
Vente			—				—				(40,081	)			(39,843	)			—				(30,762	)			(358	)
Solde en fin de période			331				3,428				11,946				(13,082	)			3,418				—				(128	)
Total derivative assets			15,705																3,418
Total derivative liabilities			(13,082	)															(128	)

 

 

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:

 

		Trois mois terminés le 30 juin,								Six Months Ended June 30,
		2025				2024				2025				2024
Gain (loss) on BTC options and selling contracts
Variation non réalisée de la juste valeur des contrats en cours			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

 

 

NOTE 11:

Actifs détenus en vue de la vente

 

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

 

				As of June 30,				Depuis le Décembre 31,
		Note		2025				2024
Mineurs		i.			4,519				4,806
Composants électriques pour l'industrie minière					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.

Mineurs destinés à la vente

 

Le tableau suivant résume les mouvements des mineurs destinés à la vente :

 

		MicroBT WhatsMiner M30, M31 & M50 Miners								MicroBT WhatsMiner M20S Miners								Bitmain S19j Pro Miners								Total								Proceeds of sale				Gain (loss) on sale
		Qté				Valeur				Qté				Valeur				Qté				Valeur				Qté				Valeur				Valeur				Valeur
Solde au mois de janvier 1, 2024			—				—				731				316				300				205				1,031				521				—				—
Ajouts			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	)
Ajouts			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	)
Ajouts			277				62				—				—				5,786				1,587				6,063				1,649				—				—
Dispositions			(4,620	)			(1,022	)			—				—				—				—				(4,620	)			(1,022	)			1,049				27
Dépréciation			—				(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	)
Ajouts			1,447				181				—				—				—				—				1,447				181				—				—
Dispositions			(9,339	)			(1,026	)			—				—				(399	)			(55	)			(9,738	)			(1,081	)			970				(111	)
Solde au mois de décembre 31, 2024			24,927				2,752				—				—				7,996				2,054				32,923				4,806				2,547				(120	)
Ajouts			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
Ajouts			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

 

 

NOTE 12:

Dépréciation

 

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
Actifs ROU			—				103
Biens, installations et équipements			13,190				28,766
			14,620				30,530
Mineurs destinés à la vente			—				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
Une augmentation de 5% du taux d'actualisation			1,955
Une augmentation des prix de l'énergie de 5%			1,351

 

 

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
Recettes*	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.	Le revenu journalier moyen pondéré par Terahash utilisé dans le calcul de la valeur d'usage était de $0.05/Terahash
Taux d'actualisation et période	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
Prix de l'énergie	La direction a estimé que les prix de l'énergie pour la durée des années prévues s'élèveront approximativement à 1,5 milliard d'euros :	$0.05 per kilowatt hour
Valeurs terminales	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.

 

 

NOTE 13: Biens, installations et équipements

 

		Notes		BVVE				Terre et bâtiments				Power plants				Machinery and Equipment				Location Améliorations				Véhicules				Total
coût
Solde au mois de janvier 1, 2025					425,447				34,426				—				—				59,827				1,748				521,448
Ajouts					104,429				438				—				100				4,289				893				110,149
Ajouts par le biais de regroupements d'entreprises		5			38,997				5,937				91,119				18,376				580				1,678				156,687
Dispositions		6			(30,566	)			(15,611	)			—				—				—				—				(46,177	)
Transfert vers les actifs détenus en vue de la vente		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
Amortissement cumulé
Solde au mois de janvier 1, 2025					141,878				819				—				—				29,377				849				172,923
Amortissement		25, 27			59,187				353				1,075				1,025				2,516				256				64,412
Dispositions					(4,347	)			—				—				—				—				—				(4,347	)
Transfert vers les actifs détenus en vue de la vente		11			(29,483	)			—				—				—				—				—				(29,483	)
Dépréciation		12			13,479				—				—				—				15,253				34				28,766
Dépréciation des dépôts transférés en 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
coût
Solde au mois de janvier 1, 2024					354,803				5,740				—				—				50,728				1,262				412,533
Ajouts					294,311				29,114				—				—				10,228				529				334,182
Dispositions					(433	)			—				—				—				(560	)			(25	)			(1,018	)
Transfert vers les actifs détenus en vue de la vente		11			(208,471	)			—				—				—				—				—				(208,471	)
Change in discount rate in asset retirement obligations					—				—				—				—				88				—				88
Recouvrement de la taxe de vente		25			(14,763	)			(428	)			—				—				(657	)			(18	)			(15,866	)
Solde au mois de décembre 31, 2024					425,447				34,426				—				—				59,827				1,748				521,448
Amortissement cumulé
Solde au mois de janvier 1, 2024					199,794				424				—				—				25,656				647				226,521
Amortissement		25, 27			141,219				423				—				—				4,166				222				146,030
Recouvrement de la taxe sur les ventes - amortissement		25, 27			(8,624	)			(28	)			—				—				(104	)			(4	)			(8,760	)
Dispositions					(62	)			—				—				—				(423	)			(16	)			(501	)
Transfert vers les actifs détenus en vue de la vente		11			(197,199	)			—				—				—				—				—				(197,199	)
Dépréciation des dépôts transférés en PPE					6,750				—				—				—				82				—				6,832
Solde au mois de décembre 31, 2024					141,878				819				—				—				29,377				849				172,923
Valeur comptable nette au mois de décembre 31, 2024					283,569				33,607				—				—				30,450				899				348,525

 

 

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,				Depuis le Décembre 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.

 

Paiements anticipés d'équipement et de construction

Le tableau suivant détaille les paiements anticipés relatifs à l'équipement et à la construction :

 

				As of  June 30,				Depuis le Décembre 31,
		Note		2025				2024
Mars 2024 Bon de commande		i.			—				34,791
Autres composants électriques et BVVE					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.

Mars 2024 Bon de commande

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.

 

 

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,				Depuis le Décembre 31,
				2025				2024
Dépôts de garantie pour l'énergie		i.			5,080				7,740
Dépôts d'hébergement remboursables		ii.			—				14,216
Autre					350				—
					5,430				21,956

 

i.

Dépôts de garantie pour l'énergie

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.

Dépôts d'hébergement remboursables

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.

 

 

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:

Dettes commerciales et frais à payer

 

		Depuis le 30 juin				Depuis le Décembre 31,
		2025				2024
Trade accounts payable and accrued liabilities*			35,709				21,915
Envois de fonds du gouvernement			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:

 

		Depuis le 30 juin				Depuis le Décembre 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).

 

 

NOTE 18:

WARRANT LIABILITIES (Continued)

 

Details of the outstanding warrant liabilities are as follows:

		Depuis le 30 juin								Depuis le 31 décembre,
		2025								2024
		six-month period								twelve-month period
		Number of warrants				Weighted average exercise price (USD)				Number of warrants				Weighted average exercise price (USD)
Encours, janvier 1,			10,841,482				1.17				35,105,390				2.83
Accordé			5,330,946				1.17				—				—
Exercé			—				—				(5,111,111	)			1.17
Expiré			—				—				(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
		Réévaluation en fin de période								Remeasurement at period end				Initial recognition
Date d'évaluation		Le 30 juin 2025				December 31,  2024				Le 30 juin 2025				1 avril 2025
Rendement du dividende (%)			—				—				—				—
Volatilité attendue du prix de l'action (%)			75	%			77	%			93	%			93	%
Taux d'intérêt sans risque (%)			3.86	%			4.27	%			3.78	%			3.91	%
Durée de vie prévue des bons de souscription (années)			1.40				1.89				4.75				5.00
Prix de l'action (CAD)		$	1.13			$	2.13			$	1.13			$	1.16
Prix d'exercice (USD)		$	1.17			$	1.17			$	1.17			$	1.17
Juste valeur des warrants (USD)		$	0.21			$	0.74			$	0.55			$	0.54
Nombre de bons de souscription en circulation			10,841,482				10,841,482				5,330,946				5,330,946

 

Refer to Note 21 for equity warrant details.

 

 

NOTE 19:

Dette à long terme

 

		As of June 30,				Depuis le Décembre 31,
		2025				2024
Building financing			1,690				1,576
financement d'équipement			1,434				—
Facilité de crédit			51,486				—
Unamortized transaction costs and warrants			(3,030	)			—
Total long-term debt, net of transaction cost and warrants			51,580				1,576
Moins la partie à court terme de la dette à long terme			(581	)			(146	)
Partie non courante de la dette à long terme			50,999				1,430

 

L'évolution de la dette à long terme est la suivante :

 

		As of June 30,				As of December 31
		2025				2024
Solde au mois de janvier 1,			1,576				4,022
Émission de dettes à long terme			50,705				1,695
Addition from business combination			880				—
Paiements			(209	)			(4,435	)
Intérêts sur la dette à long terme			1,668				294
Transaction costs and warrants			(3,427	)			—
Amortization of transaction costs and warrants			397				—
Change			(10	)			—
Solde en fin de période			51,580				1,576

 

 

NOTE 19:

LONG-TERM DEBT (Continued)

 

Facilité de crédit

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.

 

Coûts de transaction

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.

 

 

NOTE 20:

Impôts sur le revenu

 

Recouvrement (charge) d'impôt sur le revenu courant et différé 

 

		Trois mois terminés le 30 juin,								Semestre clos le 30 juin,
		2025				2024				2025				2024
Recouvrement (charge) d'impôt courant :
Année en cours			319				—				(444	)			—
Année précédente			—				262				—				262
			319				262				(444	)			262
Recouvrement (charge) d'impôts différés :
Année en cours			8,320				(1,966	)			3,457				4,319
Année précédente			—				—				—				—
			8,320				(1,966	)			3,457				4,319
Total tax (expense) recovery			8,639				(1,704	)			3,013				4,581

 

NOTE 21:

Capital action

 

actions ordinaires

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
Encours, janvier 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
Règlement des unités d'actions restreintes		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.

 

 

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:

 

Date d'évaluation		14 mars 2025
Rendement du dividende (%)			—	%
Volatilité attendue du prix de l'action (%)			101	%
Taux d'intérêt sans risque (%)			4.15	%
Durée de vie prévue des bons de souscription (années)			5.96
Prix de l'action (CAD)		$	1.11
Prix d'exercice (USD)		$	1.30
Juste valeur des warrants (USD)		$	0.89
Number of warrants issued			12,893,650

 

 

NOTE 22:

LES INSTRUMENTS FINANCIERS

 

a.

Catégories d'évaluation et juste valeur

 

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,				Depuis le Décembre 31,
Mesures				2025				2024
Actifs financiers au coût amorti
Liquidités		Niveau 1			85,439				59,542
Restricted cash		Niveau 1			25,000				—
Créances commerciales		Niveau 3			3,942				1,259
Autres créances		Niveau 3			1,720				1,387
Dépôts de garantie pour l'énergie		Niveau 2			5,080				7,740
Dépôts d'hébergement remboursables		Niveau 2			—				14,216
Other refundable deposits		Niveau 3			350				—
Receivable from disposal of business		Niveau 3			15,087				—
Actifs financiers à la juste valeur par le biais du compte de résultat
Actifs dérivés		Niveau 2			15,374				3,418
Warrant assets		Niveau 3			331				—
Total de la valeur comptable et de la juste valeur					152,323				87,562
Passifs financiers au coût amorti
Dettes commerciales et charges à payer		Niveau 3			38,096				22,158
Redemption obligations		Niveau 3			18,396				—
Dette à long terme		Niveau 2			51,580				1,576
Passifs financiers à la juste valeur par le biais du compte de résultat
Passifs dérivés		Niveau 2			13,082				128
Passifs liés aux bons de souscription		Niveau 2			5,151				8,013
Total de la valeur comptable et de la juste valeur					126,305				31,875
Valeur comptable nette et juste valeur					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.

 

 

NOTE 22:

FINANCIAL INSTRUMENTS (Continued)

 

a.

Measurement categories and fair value (Continued)

 

Passifs liés aux bons de souscription

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).

 

 

NOTE 22:

FINANCIAL INSTRUMENTS (Continued)

 

a.

Measurement categories and fair value (Continued)

 

Dépôts remboursables

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.

Dépôts d'hébergement remboursables

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.

Dépôts de garantie pour l'énergie

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.

 

Le tableau suivant détaille les mouvements des dépôts remboursables :

 

		Ruisseau Panther				Scrubgrass				Dépôts d'hébergement remboursables				Dépôts de garantie pour l'énergie				Autre				Total
Solde au mois de janvier 1, 2024			—				—				—				277				—				277
Ajouts			7,800				7,800				15,600				9,034				—				24,634
Perte initiale lors de la comptabilisation			(675	)			(258	)			(933	)			(1,571	)			—				(2,504	)
Juste valeur lors de la comptabilisation initiale			7,125				7,542				14,667				7,740				—				22,407
Revenus d'intérêts			261				103				364				—				—				364
ECLs			(409	)			(406	)			(815	)			—				—				(815	)
Solde au mois de décembre 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

 

 

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:

PAIEMENTS FONDÉS SUR DES ACTIONS

 

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
Plans de paiement fondés sur des actions et réglés en instruments de capitaux propres			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:

 

		Semestre clos le 30 juin,
		2025								2024
		Nombre d'options Options				Weighted  Average Exercise Price ($CAD)				Nombre d'options Options				Weighted  Average Exercise Price ($CAD)
Encours, janvier 1,			26,865,764				2.64				20,939,387				2.41
Accordé			2,536,227				1.40				330,000				2.55
Exercé			(13,900	)			0.55				(2,289,148	)			1.55
Confisqué			(60,000	)			3.09				(105,000	)			2.95
Expiré			(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).

 

 

NOTE 24:

SHARE-BASED PAYMENTS (Continued)

 

Options (Continued)

Les données utilisées pour évaluer les attributions d'options sur actions à l'aide du modèle Black-Scholes sont les suivantes :

 

Date d'attribution		Janvier 10, 2025				April 3, 2025
Rendement du dividende (%)			—				—
Volatilité attendue du prix de l'action (%)			80	%			79	%
Taux d'intérêt sans risque (%)			4.46	%			3.68	%
Durée de vie prévue des options sur actions (années)			3				3
Prix de l'action (CAD)		$	2.27			$	1.16
Prix d'exercice (CAD)		$	2.27			$	1.16
Juste valeur des options (USD)		$	0.79			$	0.41
Période d'acquisition des droits (années)			1.5				1.5
Nombre d'options attribuées			540,000				1,996,227

 

RSU

Les détails des RSU sont les suivants :

 

		Semestre clos le 30 juin,
		2025								2024
		Number of RSUs				Weighted Average Grant Price ($CAD)				Number of RSUs				Prix d'attribution moyen pondéré ($CAD)
Encours, janvier 1,			897,666				3.61				624,998				4.05
Accordé			2,783,425				1.43				175,000				2.95
Réglé			(2,347,500	)			2.15				(125,000	)			3.13
Confisqué			(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.

 

 

NOTE 25:

DÉTAILS SUPPLÉMENTAIRES DE L'ÉTAT DES PROFITS ET DES PERTES ET DU RÉSULTAT GLOBAL

 

Revenus

 

		Trois mois terminés le 30 juin,								Semestre clos le 30 juin,
		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

 

Coût des revenus

 

				Trois mois terminés le 30 juin,								Semestre clos le 30 juin,
		Notes		2025				2024				2025				2024
Efficacité		a, b			(30,108	)			(19,461	)			(55,516	)			(38,808	)
Sales tax recovery - energy					—				17,017				—				17,017
Dépréciation et amortissement		27			(37,008	)			(57,337	)			(66,701	)			(96,314	)
Recouvrement de la taxe sur les ventes - amortissement					—				8,760				—				8,760
Hosting expenses					—				—				(7,735	)			—
Dépenses d'infrastructure					(15,334	)			(929	)			(19,011	)			(2,896	)
Composants électriques et salaires		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.

 

 

NOTE 25:

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

 

Dépenses générales et administratives

 

				Trois mois terminés le 30 juin,								Semestre clos le 30 juin,
		Notes		2025				2024				2025				2024
Salaries and wages					(8,107	)			(4,032	)			(14,277	)			(10,079	)
Paiements fondés sur des actions		24			(3,615	)			(1,675	)			(8,052	)			(4,769	)
Services professionnels					(4,291	)			(5,695	)			(9,978	)			(7,353	)
Recouvrement de la taxe sur les ventes - services professionnels					—				1,389				—				1,389
Assurances, droits et autres					(3,441	)			(2,436	)			(6,545	)			(4,393	)
Voyage, véhicule à moteur et repas					(730	)			(466	)			(1,200	)			(712	)
Telecom hosting and telecommunications					(147	)			(75	)			(334	)			(153	)
Publicité et promotion					(1,092	)			(165	)			(1,210	)			(281	)
Recouvrement de la taxe sur les ventes - autres frais généraux et administratifs					—				753				—				753
					(21,423	)			(12,402	)			(41,596	)			(25,598	)

 

Revenu financier net (dépenses)

 

				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 sur le règlement des dépôts d'hébergement remboursables		15, 22			—				—				945				—
Gain sur la vente des titres négociables					29				413				420				751
Revenus d'intérêts					460				2,042				1,410				2,722
Intérêts sur les dettes à long terme et les dettes de location					(2,150	)			(349	)			(2,795	)			(727	)
Perte de change					(156	)			(943	)			(319	)			(1,004	)
Other financial (expenses) income					75				1,110				(1,197	)			444
					2,143				(1,317	)			4,253				10,126

 

 

NOTE 26:

INFORMATION GÉOGRAPHIQUE

 

Segment déclarable

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.

 

Revenus

Les revenus* par pays sont les suivants :

 

		Three months ended June 30,								Six months ended June 30,
		2025				2024				2025				2024
Amérique du Nord
Canada			28,929				28,129				58,707				60,267
États-Unis			32,997				3,296				51,098				8,183
			61,926				31,425				109,805				68,450
Amérique du Sud
Paraguay			12,217				2,144				24,231				3,860
Argentine			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

La valeur comptable nette des immobilisations corporelles et des autres actifs non courants (à l'exclusion des actifs financiers et des actifs d'impôts différés) par pays est la suivante :

 

		Depuis le 30 juin												Depuis le 31 décembre,
		2025												2024
		EPI				Autre				Total non-current assets				EPI				Autre				Total non-current assets
Amérique du Nord
Canada			88,906				18,269				107,175				117,615				54,291				171,906
États-Unis			299,430				20,052				319,482				62,854				15,491				78,345
			388,336				38,321				426,657				180,469				69,782				250,251
Amérique du Sud
Paraguay			67,834				1,656				69,490				112,452				12,594				125,046
Argentine			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

 

 

NOTE 27:

DÉTAILS SUPPLÉMENTAIRES SUR LES ÉTATS DES FLUX DE TRÉSORERIE

 

		Semestre clos le 30 juin,
		2025				2024
Variations des éléments du fonds de roulement :
Augmentation des créances commerciales, nettes			(374	)			(21	)
Diminution (augmentation) des autres actifs courants			7,375				(6,723	)
Increase in inventories			(2,663	)			(370	)
Decrease (increase) in deposits			8,569				(1,822	)
Augmentation (diminution) des dettes commerciales et des charges à payer			1,576				(2,588	)
Decrease in taxes payable			(254	)			(509	)
Decrease in other non-current liabilities			(296	)			—
			13,933				(12,033	)
Transactions importantes sans effet de trésorerie :
Issuance of common shares, warrants and RSUs in connection with the acquisition of Stronghold			78,161				—
Ajout d'actifs ROU et de passifs de location connexes			239				721
Achat d'EPI financé par des crédits à court terme			934				7,473
Paiements anticipés d'équipements réalisés en tant qu'acquisitions d'immobilisations corporelles			41,045				29,756
Revenus de la puissance informatique et des dépenses de services correspondantes			1,750				—
Dépréciation et amortissement
Biens, installations et équipements			64,412				85,841
Actifs ROU			1,983				1,479
Actifs incorporels			306				234
			66,701				87,554

 

NOTE 28:

CONTINGENT LIABILITY AND LAWSUITS

 

Passif éventuel

Sur le site Web 2021, la société a importé dans l'État de Washington, aux États-Unis, des mineurs dont le vendeur situé en Chine affirmait qu'ils provenaient de Malaisie. Au début de l'année 2022, le service des douanes et de la protection des frontières des États-Unis a contesté l'origine des mineurs, affirmant qu'ils avaient été fabriqués en Chine, et a notifié à la société l'évaluation potentielle d'un droit d'importation américain de 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.

 

 

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.

 

 

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.

 

 

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.

 

 

NOTE 29:

SUBSEQUENT EVENTS (Continued)

 

Nos opérations en Argentine

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.

 

 

Exhibit 99.2

 

TABLE OF CONTENTS

 

1.	Introduction	3
2.	Company Overview	4
3.	Faits saillants financiers	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.	Mesures et ratios financiers non conformes aux IFRS et autres mesures	28
10.	Liquidity and Capital Resources	36
11.	Financial Position	47
12.	Instruments financiers	48
13.	Related Party Transactions	49
14.	Restatement	49
15.	Internal Controls Over Financial Reporting	50
16.	Recent and Subsequent Events	52
17.	Capital action	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.	Informations supplémentaires	59
25.	Glossaire des termes	60

 

 

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:

 

Durée	Définition
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

 

 

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”).

 

 

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
Amérique du Nord
Canada			170 MW				180 MW	1
États-Unis			171 MW				438 MW	2,3
			341 MW				618 MW
Amérique du Sud
Paraguay			80 MW				80 MW
Argentine			— 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	États-Unis
Sharon	Pennsylvanie	États-Unis
Ruisseau Panther	Pennsylvanie	États-Unis
Scrubgrass	Pennsylvanie	États-Unis
Villarrica	Guairá Department	Paraguay
Paso Pe	Cordillera Department	Paraguay
Rio Cuarto	Córdoba	Argentine

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).

 

 

3. FINANCIAL HIGHLIGHTS

  

		Trois mois terminés le 30 juin,								Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				2025				2024
Revenus			77,800				41,548				144,648				91,865
Perte brute			(5,480	)			(11,275	)			(6,022	)			(21,957	)
Marge brute (1)			(7	)%			(27	)%			(4	)%			(24	)%
Perte d'exploitation			(39,626	)			(23,578	)			(71,985	)			(47,286	)
Marge d’exploitation (1)			(51	)%			(57	)%			(50	)%			(51	)%
Perte nette			(28,844	)			(26,599	)			(64,719	)			(32,579	)
Basic and diluted loss per share			(0.05	)			(0.07	)			(0.12	)			(0.09	)
Bénéfice de minage brut (2)			32,367				20,650				61,731				51,990
Gross Mining margin (2)			45	%			51	%			45	%			58	%
EBITDA ajusté (2)			13,720				11,466				28,806				34,790
Marge EBITDA ajustée (2)			18	%			28	%			20	%			38	%

 

		Depuis le 30 juin				Depuis le 31 décembre,
		2025				2024
TOTAL DES ACTIFS			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.

 

 

4. SECOND QUARTER 2025 FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

 

Financier

●

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.

 

Opérations

●

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.

 

 

5. PRODUCTION AND MINING OPERATIONS

 

Indicateurs clés de performance

		Trois mois terminés le 30 juin,												Semestre clos le 30 juin,
		2025				2024				Changement en pourcentage				2025				2024				Changement en pourcentage
Total des BTC obtenus			718				614				17	%			1,411				1,557				(9	)%
BTC reçus grâce aux revenus de l'hébergement			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)

 

		Depuis le 30 juin				Depuis le 31 mars,
		2025				2025				Changement en pourcentage
EH/s d’opérations en fin de période			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).

 

 

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.

 

 

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			Bon de commande			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.

 

 

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.

 

 

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.

 

 

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.

 

 

7. FINANCIAL PERFORMANCE

 

Consolidated Financial & Operational Results

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				% Change				2025				2024				Changement en $				% Change
Revenus			77,800				41,548				36,252				87	%			144,648				91,865				52,783				57	%
Coût des revenus			(83,280	)			(52,823	)			(30,457	)			58	%			(150,670	)			(113,822	)			(36,848	)			32	%
Perte brute			(5,480	)			(11,275	)			5,795				(51	)%			(6,022	)			(21,957	)			15,935				(73	)%
Marge brute (1)			(7	)%			(27	)%			—				—				(4	)%			(24	)%			—				—
Dépenses d'exploitation
Dépenses générales et administratives			(21,423	)			(12,402	)			(9,021	)			73	%			(41,596	)			(25,598	)			(15,998	)			62	%
Gain sur la cession d'immobilisations corporelles et de dépôts			1,897				99				1,798				nm				7,483				269				7,214				nm
Dépréciation d'actifs non financiers			(14,620	)			—				(14,620	)			(100	)%			(31,850	)			—				(31,850	)			(100	)%
Perte d'exploitation			(39,626	)			(23,578	)			(16,048	)			68	%			(71,985	)			(47,286	)			(24,699	)			52	%
Marge d’exploitation (1)			(51	)%			(57	)%			—				—				(50	)%			(51	)%			—				—
Revenu financier net (dépenses)			2,143				(1,317	)			3,460				263	%			4,253				10,126				(5,873	)			(58	)%
Perte nette avant impôts sur le revenu			(37,483	)			(24,895	)			(12,588	)			51	%			(67,732	)			(37,160	)			(30,572	)			82	%
Recouvrement (charge) d'impôt sur le revenu			8,639				(1,704	)			10,343				607	%			3,013				4,581				(1,568	)			(34	)%
Perte nette			(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	)			—				—
Variation de réévaluation du surplus - actifs numériques, déduction faite de l’impôt			23,003				(5,455	)			28,458				522	%			9,582				11,978				(2,396	)			(20	)%
Perte globale totale, nette d'impôts			(5,841	)			(32,054	)			26,213				(82	%)			(55,137	)			(20,601	)			(34,536	)			168	%
Bénéfice de minage brut (2)			32,367				20,650				11,717				57	%			61,731				51,990				9,741				19	%
Gross Mining margin (2)			45	%			51	%			—				—				45	%			58	%			—				—
EBITDA ajusté (2)			13,720				11,466				2,254				20	%			28,806				34,790				(5,984	)			(17	)%
Marge EBITDA ajustée (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.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

A.

Revenus

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		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.

 

(en milliers de dollars US, sauf indication contraire)		Note		BTC				$				Changement en pourcentage
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.

 

 

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:

 

Revenus		Trois mois terminés le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage
Amérique du Nord
Canada			28,929				28,129				800				3	%
États-Unis			32,997				3,296				29,701				901	%
			61,926				31,425				30,501				97	%
Amérique du Sud
Paraguay			12,217				2,144				10,073				470	%
Argentine			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*		Trois mois terminés le 30 juin,
(Average Hashrate in EH/s except where indicated)		2025				2024				Changement				Changement en pourcentage
Amérique du Nord
Canada			6.1				4.5				1.6				36	%
États-Unis			6.3				0.5				5.8				nm
			12.4				5.0				7.4				148	%
Amérique du Sud
Paraguay			2.6				0.4				2.2				550	%
Argentine			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.

 

 

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.

 

(en milliers de dollars US, sauf indication contraire)		Note				BTC				$				Changement en pourcentage
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.

 

 

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:

 

Revenus		Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage
Amérique du Nord
Canada			58,707				60,267				(1,560	)			(3	)%
États-Unis			51,098				8,183				42,915				524	%
			109,805				68,450				41,355				60	%
Amérique du Sud
Paraguay			24,231				3,860				20,371				528	%
Argentine			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*		Semestre clos le 30 juin,
(Average Hashrate in EH/s except where indicated)		2025				2024				Changement				Changement en pourcentage
Amérique du Nord
Canada			5.9				4.1				1.8				44	%
États-Unis			5.0				0.6				4.4				733	%
			10.9				4.7				6.2				132	%
Amérique du Sud
Paraguay			2.5				0.3				2.2				733	%
Argentine			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.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

B.

Cost of Revenues

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage				2025				2024				Changement en $				Changement en pourcentage
Efficacité			(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	)%
Dépréciation et amortissement			(37,008	)			(57,337	)			20,329				(35	)%			(66,701	)			(96,314	)			29,613				(31	)%
Recouvrement de la taxe sur les ventes - amortissement			—				8,760				(8,760	)			(100	)%			—				8,760				(8,760	)			(100	)%
Hosting expenses			—				—				—				—	%			(7,735	)			—				(7,735	)			(100	)%
Dépenses d'infrastructure			(15,334	)			(929	)			(14,405	)			nm				(19,011	)			(2,896	)			(16,115	)			556	%
Composants électriques et salaires			(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.

 

 

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.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

C.

Dépenses générales & administratives

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage				2025				2024				Changement en $				Changement en pourcentage
Salaries and wages			(8,107	)			(4,032	)			(4,075	)			101	%			(14,277	)			(10,079	)			(4,198	)			42	%
Paiements fondés sur des actions			(3,615	)			(1,675	)			(1,940	)			116	%			(8,052	)			(4,769	)			(3,283	)			69	%
Services professionnels			(4,291	)			(5,695	)			1,404				(25	)%			(9,978	)			(7,353	)			(2,625	)			36	%
Recouvrement de la taxe sur les ventes - services professionnels			—				1,389				(1,389	)			(100	)%			—				1,389				(1,389	)			(100	)%
Publicité et promotion			(1,092	)			(165	)			(927	)			562	%			(1,210	)			(281	)			(929	)			331	%
Assurances, droits et autres			(3,441	)			(2,436	)			(1,005	)			41	%			(6,545	)			(4,393	)			(2,152	)			49	%
Voyage, véhicule à moteur et repas			(730	)			(466	)			(264	)			57	%			(1,200	)			(712	)			(488	)			69	%
Telecom hosting and telecommunications			(147	)			(75	)			(72	)			96	%			(334	)			(153	)			(181	)			118	%
Recouvrement de la taxe sur les ventes - autres frais généraux et administratifs			—				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.

 

 

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.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

D.

Revenu financier net (dépenses)

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage				2025				2024				Changement en $				Changement en pourcentage
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 sur le règlement des dépôts d'hébergement remboursables			—				—				—				—	%			945				—				945				100	%
Gain sur la vente des titres négociables			29				413				(384	)			(93	)%			420				751				(331	)			(44	)%
Revenus d'intérêts			460				2,042				(1,582	)			(77	)%			1,410				2,722				(1,312	)			(48	)%
Intérêts sur les dettes à long terme et les dettes de location			(2,150	)			(349	)			(1,801	)			516	%			(2,795	)			(727	)			(2,068	)			284	%
Perte de change			(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.

 

 

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.

 

 

7. FINANCIAL PERFORMANCE (Continued)

 

E.

Dépréciation

 

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.

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				% Change				2025				2024				Changement en $				% Change
Argentina CGU
Paiements anticipés d'équipement et de construction			1,430				—				1,430				100	%			1,661				—				1,661				100	%
Actifs ROU			—				—				—				100	%			103				—				103				100	%
Biens, installations et équipements			13,190				—				13,190				100	%			28,766				—				28,766				100	%
			14,620				—				14,620				100	%			30,530				—				30,530				100	%
Mineurs destinés à la vente			—				—				—				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.

 

 

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
Revenus			77,800				66,848				56,163				44,853				41,548				50,317				46,241				34,596
Perte nette			(28,844	)			(35,875	)			15,165				(36,649	)			(26,599	)			(5,980	)			(62,045	)			(16,507	)
Bénéfice (perte) de base par action			(0.05	)			(0.07	)			0.03				(0.08	)			(0.07	)			(0.02	)			(0.21	)			(0.06	)
Bénéfice (perte) dilué(e) par action			(0.05	)			(0.07	)			0.03				(0.08	)			(0.07	)			(0.02	)			(0.21	)			(0.06	)
(Perte nette) revenu avant impôts sur le revenu			(37,483	)			(30,249	)			5,458				(36,651	)			(24,895	)			(12,265	)			(62,423	)			(16,106	)
Intérêts (produits) et charges			1,690				(305	)			(290	)			(2,014	)			(1,693	)			(302	)			91				368
Dépréciation et amortissement			37,008				29,693				24,584				28,829				57,337				38,977				21,790				21,767
Recouvrement de la taxe sur les ventes - amortissement			—				—				—				—				(8,760	)			—				—				—
EBITDA (1)			1,215				(861	)			29,752				(9,836	)			21,989				26,410				(40,542	)			6,029
Marge d'EBITDA (1)			2	%			(1	)%			53	%			(22	)%			53	%			52	%			(88	)%			17	%
Rémunération en actions			3,615				4,437				4,021				5,159				1,675				3,094				3,906				2,011
(Reprise de) perte de réévaluation des actifs numériques			—				—				—				—				—				—				(1,183	)			1,183
Dépréciation d'actifs non financiers			14,620				17,230				—				3,628				—				—				2,270				—
Perte (gain) sur la réévaluation des bons de souscription			(145	)			(5,618	)			(6,314	)			(5,704	)			1,455				(9,040	)			42,760				(2,196	)
Gain sur la vente des titres négociables			(29	)			(391	)			(782	)			(780	)			(413	)			(338	)			(999	)			(4,120	)
Gain sur le règlement des dépôts d'hébergement remboursables			—				(945	)			—				—				—				—				—				—
Services professionnels non liés aux activités courantes			—				1,671				1,287				9,383				3,096				—				—				—
Récupération de la taxe de vente - années précédentes - énergie et infrastructures et dépenses G&A (2)			—				—				—				—				(18,468	)			2,387				2,485				2,366
Frais financiers nets et autres			(5,556	)			(437	)			(13,649	)			3,706				2,132				811				7,635				3,610
EBITDA ajusté (1)			13,720				15,086				14,315				5,556				11,466				23,324				16,332				8,883
Marge EBITDA ajustée (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.

 

 

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.

 

 

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.

 

Mesures	Définition		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.
EBITDA ajusté	EBITDA adjusted to exclude: (i) share-based payment; (ii) non-cash finance expenses; (iii) asset impairment charges; (iv) (reversal of) revaluation loss on digital assets; (v) gain on disposition of marketable securities, gains or losses on derivative assets and liabilities and discount expense on VAT receivable; (vi) loss (gain) on revaluation of warrants and warrant issuance costs; (vii) loss on currency exchange; (viii) sales tax recovery; and (iv) other non-recurring items that do not reflect the core performance of the Company.		●	To assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses.
			●	To provide the users of the MD&A a consistent comparable metric for profitability of the Company’s core operations across time periods.
			●	Used by Management to facilitate comparisons of operating performance from period to period and to prepare annual operating budgets and forecasts.

 

 

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

 

Non-IFRS financial measures (Continued)

 

Mesures	Définition		Purpose
Coût direct	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.
Coût total des liquidités	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.

 

 

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

 

Non-IFRS financial ratios

 

Ratios	Définition		Purpose
Marge brute de minage	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.
Marge du BAIIA	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.

 

 

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

 

Non-IFRS financial ratios (Continued)

 

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

 

 

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

 

A.

Rapprochement du revenu net consolidé (perte) au BAIIA et BAIIA ajusté

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage				2025				2024				Changement en $				Changement en pourcentage
Revenus			77,800				41,548				36,252				87	%			144,648				91,865				52,783				57	%
Perte nette avant impôts sur le revenu			(37,483	)			(24,895	)			(12,588	)			51	%			(67,732	)			(37,160	)			(30,572	)			82	%
Produits d'intérêts (charges d'intérêts)			1,690				(1,693	)			3,383				(200	)%			1,385				(1,995	)			3,380				(169	)%
Dépréciation et amortissement			37,008				57,337				(20,329	)			(35	)%			66,701				96,314				(29,613	)			(31	)%
Recouvrement de la taxe sur les ventes - amortissement			—				(8,760	)			8,760				100	%			—				(8,760	)			8,760				100	%
EBITDA			1,215				21,989				(20,774	)			(94	)%			354				48,399				(48,045	)			(99	)%
Marge du BAIIA			2	%			53	%			—				—				—	%			53	%			—				—
Rémunération en actions			3,615				1,675				1,940				116	%			8,052				4,769				3,283				69	%
Dépréciation d'actifs non financiers			14,620				—				14,620				100	%			31,850				—				31,850				100	%
Gain sur la réévaluation des warrants			(145	)			1,455				(1,600	)			(110	)%			(5,763	)			(7,585	)			1,822				(24	)%
Gain sur la vente des titres négociables			(29	)			(413	)			384				(93	)%			(420	)			(751	)			331				(44	)%
Gain sur le règlement des dépôts d'hébergement remboursables			—				—				—				—	%			(945	)			—				(945	)			100	%
Services professionnels non liés aux activités courantes			—				3,096				(3,096	)			100	%			1,671				3,096				(1,425	)			(46	)%
Récupération de la taxe de vente - années précédentes - énergie et infrastructures et dépenses G&A (1)			—				(18,468	)			18,468				100	%			—				(16,081	)			16,081				100	%
(Produits) charges financières nettes et autres			(5,556	)			2,132				(7,688	)			(361	)%			(5,993	)			2,943				(8,936	)			(304	)%
EBITDA ajusté			13,720				11,466				2,254				20	%			28,806				34,790				(5,984	)			(17	)%
Marge du BAIIA ajustée			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.

 

 

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

 

B.

Calcul du bénéfice brut de minage et de la marge brute de minage

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage				2025				2024				Changement en $				Changement en pourcentage
Perte brute			(5,480	)			(11,275	)			5,795				(51	)%			(6,022	)			(21,957	)			15,935				(73	)%
Revenus de non minage¹			(6,508	)			(1,165	)			(5,343	)			459	%			(8,493	)			(2,059	)			(6,434	)			312	%
Dépréciation et amortissement			37,008				57,337				(20,329	)			(35	)%			66,701				96,314				(29,613	)			(31	)%
Frais liés à l'hébergement et aux revenus énergétiques			6,517				—				6,517				100	%			7,838				—				7,838				100	%
Recouvrement de la taxe sur les ventes - amortissement			—				(8,760	)			8,760				100	%			—				(8,760	)			8,760				100	%
Composants électriques et salaires			830				873				(43	)			(5	)%			1,707				1,581				126				8	%
Recouvrement de la taxe sur les ventes - années antérieures - énergie et infrastructure².			—				(16,366	)			16,366				100	%			—				(14,338	)			14,338				100	%
Autre			—				6				(6	)			(100	)%			—				1,209				(1,209	)			100	%
Bénéfice brut de l'activité de minage			32,367				20,650				11,717				57	%			61,731				51,990				9,741				19	%
Marge brute de minage			45	%			51	%			—				—				45	%			58	%			—				—

 

(1)	Conciliation des revenus non reliés au minage :

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage				2025				2024				Changement en $				Changement en pourcentage
Revenus			77,800				41,548				36,252				87	%			144,648				91,865				52,783				57	%
Moins de revenus liés au minage dans le but de calculer la marge brute de minage :
Revenus de minage³			(71,292	)			(40,383	)			(30,909	)			77	%			(136,155	)			(89,806	)			(46,349	)			52	%
Revenus hors minage			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)	Les revenus miniers comprennent les revenus provenant de la vente de la puissance informatique utilisée pour les calculs de hachage et les revenus provenant de la puissance informatique vendue en échange de services.

 

 

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

 

C.

Calcul du coût direct et du coût direct par BTC

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				% Change				2025				2024				Changement en $				% Change
Coût des revenus			83,280				52,823				30,457				58	%			150,670				113,822				36,848				32	%
Dépréciation et amortissement			(37,008	)			(57,337	)			20,329				(35	)%			(66,701	)			(96,314	)			29,613				(31	)%
Frais liés à l'hébergement et aux revenus énergétiques			(2,857	)			—				(2,857	)			(100	)%			(3,673	)			—				(3,673	)			(100	)%
Recouvrement de la taxe sur les ventes - amortissement			—				8,760				(8,760	)			100	%			—				8,760				(8,760	)			(45	)%
Composants électriques et salaires			(830	)			(873	)			43				(5	)%			(1,707	)			(1,581	)			(126	)			8	%
Dépenses d'infrastructure			(15,334	)			(922	)			(14,412	)			nm				(19,011	)			(2,896	)			(16,115	)			556	%
Dépenses d'infrastructure liées à la production propre d'énergie pour l'exploitation minière			7,321				—				7,321				100	%			8,329				—				8,329				100	%
Recouvrement de la taxe de vente - années antérieures - énergie et infrastructure (1)			—				16,366				(16,366	)			(100	)%			—				14,338				(14,338	)			(100	)%
Coût direct			34,572				18,817				15,755				84	%			67,907				36,129				31,778				88	%
Quantité de BTC obtenus			718				614				104				17	%			1,411				1,557				(146	)			(9	)%
Coût direct par BTC (en dollars américains)			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.

 

 

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

 

D.

Calculation of Total Cash Cost and Total Cash Cost per BTC

 

		Trois mois terminés le 30 juin,																Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				% Change				2025				2024				Changement en $				% Change
Coût des revenus			83,280				52,823				30,457				58	%			150,670				113,822				36,848				32	%
Dépenses générales et administratives			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	%
Dépréciation et amortissement			(37,008	)			(57,337	)			20,329				(35	)%			(66,701	)			(96,314	)			29,613				(31	)%
Recouvrement de la taxe sur les ventes - amortissement			—				8,760				(8,760	)			(100	)%			—				8,760				(8,760	)			(100	)%
Frais liés à l'hébergement et aux revenus énergétiques			(6,930	)			—				(6,930	)							(8,304	)			—				(8,304	)			(100	)%
Non-cash service expense (2)			(965	)			—				(965	)			(100	)%			(1,750	)			—				(1,750	)			(100	)%
Composants électriques et salaires			(830	)			(873	)			43				(5	)%			(1,707	)			(1,581	)			(126	)			8	%
Rémunération en actions			(3,615	)			(1,675	)			(1,940	)			116	%			(8,052	)			(4,769	)			(3,283	)			69	%
Services professionnels non liés aux activités courantes			—				(3,096	)			3,096				100	%			(1,671	)			(3,096	)			1,425				(46	)%
Récupération de la taxe de vente - années précédentes - énergie et infrastructures et dépenses G&A (1)			—				18,468				(18,468	)			(100	)%			—				16,081				(16,081	)			(100	)%
Autre			—				(415	)			415				100	%			—				(3,159	)			3,159				100	%
Coût total des liquidités			55,355				29,057				26,298				91	%			104,081				55,342				48,739				88	%
Quantité de BTC obtenus			718				614				104				17	%			1,411				1,557				(146	)			(9	)%
Coût total en espèces par BTC (en dollars américains)			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	Dépenses de services sans effet de trésorerie, incluses dans l'infrastructure, qui ont été échangées contre de la puissance informatique vendue.

 

 

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.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

A.

Cash Flows

 

		Semestre clos le 30 juin,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage
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	)%
Écarts de taux de change sur la conversion monétaire			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.

 

 

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.

 

 

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.

 

Programme d'offre d'actions sur le marché

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.

 

 

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.

 

Utilisation des recettes

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:

 

(en milliers de dollars US, sauf indication contraire)		Use of proceeds from
		March 11, 2024 to
Categories		Le 30 juin 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.

 

 

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:

 

		Trois mois terminés
(en milliers de dollars US, sauf indication contraire)		Juin 30, 2025				Mars 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.

 

 

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.

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

B.

Capital Resources (Continued)

 

Bitcoin One program for digital assets management

In February 2025, the Board approved the launch of the Bitcoin One initiative as the successor to the Company’s retired hedging program and Synthetic HODL^TM program for digital assets management, which was deployed 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
Dettes commerciales et charges à payer			38,096				—				—				—				—				38,096
Dette à long terme			2,451				4,598				56,671				407				3,250				67,377
Responsabilité relative au bail			1,947				4,727				4,629				3,917				15,801				31,021
			42,494				9,325				61,300				4,324				19,051				136,494

 

 

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.

 

 

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.

 

 

 

10. LIQUIDITY AND CAPITAL RESOURCES (Continued)

 

E.

Passif éventuel

 

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.

Engagements

 

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

 

 

11. FINANCIAL POSITION

 

A.

Working Capital

 

		As of June 30,				Depuis le Décembre 31,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage
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.

 

 

11. FINANCIAL POSITION (Continued)

 

B.

Biens, installations et équipements

 

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

		As of June 30,				Au mois de décembre 31,
(en milliers de dollars US, sauf indication contraire)		2025				2024				Changement en $				Changement en pourcentage
Amérique du Nord
Canada			88,906				117,615				(28,709	)			(24	)%
États-Unis			299,430				62,854				236,576				376	%
			388,336				180,469				207,867				115	%
Amérique du Sud
Paraguay			67,834				112,452				(44,618	)			(40	)%
Argentine			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.

Actifs ROU

 

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.

 

 

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)		Semestre clos le 30 juin,
		2024 (tel que rapporté)				Cash flow reclassification				2024 (après retraitement)
Flux de trésorerie provenant des activités opérationnelles
Perte nette			(32,579	)			—				(32,579	)
Réajustements pour :
Produit de la vente d'actifs numériques obtenus			83,326				(83,326	)			—
Variation nette de la trésorerie liée aux activités opérationnelles			27,935				(83,326	)			(55,391	)
Flux de trésorerie liés aux activités d'investissement
Produit de la vente d'actifs numériques obtenus			—				83,326				83,326
Variation nette de la trésorerie liée aux activités d’investissement			(151,832	)			83,326				(68,506	)

 

 

15. INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

A.

Disclosure Controls and Procedures

 

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

 

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

 

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

 

B.

Management’s quarterly report on internal control over financial reporting

 

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

 

Identified material weakness

 

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

 

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

 

 

15. INTERNAL CONTROLS OVER FINANCIAL REPORTING (Continued)

 

B.

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

 

Identified material weakness (Continued)

 

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

 

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

 

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.

 

 

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.

 

 

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.

Nos opérations en Argentine

 

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.

 

 

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.

 

États-Unis

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.

 

 

18. REGULATORY COMPLIANCE (Continued)

 

Argentine

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)).

 

 

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.

 

 

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;

 

 

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.

 

 

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

 

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

 

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

 

24. ADDITIONAL INFORMATION

 

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

 

 

25. GLOSSARY OF TERMS

 

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

 

 

25. GLOSSARY OF TERMS (Continued)

 

Termes		Définition
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.
Mineurs		ASICs used by the Company and third parties to perform Mining.
Minage		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.
« HODL » synthétique		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.

 

 

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
Directeur général

 

 

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
Directeur financier