Bitfarms Ltd.
Bitfarms Ltd.
10/10/2025 | Press release | Distributed by Public on 10/10/2025 15:14
Name and Address of Company (Form 6-K)
Name and Address of Company
Bitfarms Ltd. ("Bitfarms" or the "Company")
110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4
Date of Material Change
October 10, 2025.
News Release
The press release attached as Schedule "A" was released on October 10, 2025 by a newswire company in Canada.
Summary of Material Change
On October 10, 2025, Bitfarms Ltd. ("Bitfarms" or the "Company") entered into Amendment No. 1 to the Loan and Security Agreement (the "Amendment") with Macquarie Equipment Capital, Inc., a division of Macquarie Group's Commodities and Global Markets' business ("Macquarie") and certain subsidiaries of the Company and lenders of the Company named therein. The Amendment modified the terms of the Company's previously-announced private debt facility (the "Loan Agreement") for up to $300 million with Macquarie to, among other things, limit the borrowers and guarantors under the Loan Agreement to certain subsidiaries of the Company holding project-specific assets, other than an unsecured guarantee of the Company and limited guarantees and collateral provided by certain subsidiaries of the Company in connection with the minimum cash requirements described below (the "Facility"). Bitfarms anticipates using the Facility's funds to finance the development of its data center campus in Panther Creek, Pennsylvania, subject to the achievement of certain milestones and other conditions as set forth in the Facility.
Pursuant to the Amendment, Bitfarms will draw an additional $50 million from the Facility, subject to customary closing conditions, and will be able to draw on additional tranches of funding under the Facility subject to certain conditions, including the consent of Macquarie.
The Amendment further provides that, among other things:
| ● | The aggregate principal amount of $300 million in funding under the Facility is intended to fund the development of the data center project at Panther Creek. | |
| ● | The incremental $50 million tranche to be withdrawn from the Facility is to be drawn by a project-level indirect subsidiary and is secured by certain assets of the guarantors. | |
| ● | Certain of the U.S. and all of the Canadian direct and indirect subsidiaries of the Company that had previously guaranteed obligations of the Company under the Facility and pledged certain assets to secure those guarantees have been released from their guarantees and pledges. | |
| ● | In connection with entering into the Amendment, Macquarie will receive warrants for the purchase of $10 million in shares of Bitfarms at a strike price equal to a 25% premium, in each case, based on the volume weighted average of the trailing 5 trading days' closing price (subject to a minimum strike price floor equal to the last closing price of Bitfarms' shares on the Nasdaq/TSX) and with a tenor of five years. The warrants and underlying shares are subject to customary registration rights for the resale of the underlying shares. | |
| ● | The Loan Agreement as modified by the Amendment includes various customary affirmative and negative covenants , including restrictions on dispositions, dividends, the incurrence of debt and liens, material changes in the nature of its business, related party transactions, and investments, in each case subject to certain customary exclusions and carveouts. In addition, Bitfarms must maintain a minimum of $50 million balance in cash at all times while amounts under the Facility are outstanding and must deposit additional amounts of cash if the average bitcoin price drops below certain thresholds as provided in the Loan Agreement (which funds will be returned if the bitcoin price returns to the previous thresholds). |
The material change is further described in the press release attached as Schedule "A".
Full Description of Material Change
The material change is described in the press release attached as Schedule "A".
Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Omitted Information
Not applicable.
Executive Officer
Ben Gagnon
Chief Executive Officer
Bitfarms Ltd.
Date of Report
October 10, 2025.
2
Schedule "A"
Bitfarms Converts Macquarie Debt Facility to $300M Project Financing and Draws Additional $50M to Accelerate HPC/AI Development at Panther Creek Campus
-$300 million facility to fund Phase 1 of Panther Creek data center development with energization expected by YE 2026-
-On track to break ground on Panther Creek data center in Q4 2025-
This news release constitutes a "designated news release" for the purposes of the Company's second amended and restated prospectus supplement dated December 17, 2024, to its short form base shelf prospectus dated November 10, 2023.
Toronto, Ontario and New York, NY (October 10, 2025) - Bitfarms Ltd. (Nasdaq/TSX: BITF) (the "Company"), a North American energy and digital infrastructure company, has converted its previously announced private debt facility for up to $300 million from Macquarie Group's Commodities and Global Markets business ("Macquarie"), to an up to $300 million project-specific financing facility for the development of its data center campus in Panther Creek, Pennsylvania. Bitfarms will draw an additional $50 million from the converted facility, subject to customary closing conditions, for a total of $100 million drawn through closing, in order to accelerate long-lead time equipment purchases and advance HPC/AI development at its data center campus in Panther Creek, Pennsylvania.
CEO Ben Gagnon stated "I am excited to announce the conversion of our debt facility to the project level, the acceleration of equipment orders, and development of our Panther Creek HPC/AI campus. We intend to use this drawdown of an additional $50 million to fund civil works and substation construction at Panther Creek, which are on track to begin in Q4 2025. Converting the facility to the project level enables us to draw down on the full facility, accelerating our construction timelines, providing increased flexibility, and positioning us to capitalize on the substantial demand for HPC/AI infrastructure in Pennsylvania. We are thrilled to reach this important milestone with Macquarie, and I would like to thank them for being a supportive financing partner throughout the initial phases of HPC/AI development at our Panther Creek campus."
3
Joshua Stevens, Managing Director, Macquarie Group's Commodities and Global Markets business, stated, "We are proud to expand our partnership with Bitfarms to support the development of its marquee 350 MW HPC/AI campus in eastern Pennsylvania. With robust energy, fiber infrastructure and continued demand for data centers, Pennsylvania is quickly emerging as a new AI infrastructure hub. Bitfarms is well-positioned to deliver state-of-the-art digital infrastructure for prospective clients in what is emerging as the premier HPC/AI data center hub in the US."
Northland Capital Markets acted as sole placement agent to the Company. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to the Company. Latham & Watkins LLP acted as legal counsel to Macquarie. For further information, please refer to Bitfarms' 6-K filed this morning.
About Bitfarms Ltd.
Bitfarms is a North American energy and digital infrastructure company that builds and operates vertically integrated, state-of-the-art data centers and energy infrastructure for high-performance computing and Bitcoin mining.
With a focus on U.S. growth, Bitfarms' 1.3 GW energy pipeline is more than 80% U.S.-based and clustered in data center hotspots with robust access to power and fiber infrastructure.
Bitfarms was founded in 2017 and is a proven leader in digital infrastructure with operations throughout the Americas. Bitfarms is headquartered in New York, NY and Toronto, ON and traded on the Nasdaq and Toronto Stock Exchange.
To learn more about Bitfarms' events, developments, and online communities:
www.bitfarms.com
https://www.facebook.com/bitfarms/
http://x.com/Bitfarms io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/
Bitfarms Ltd. published this content on October 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 10, 2025 at 21:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]