Mr. Ben Gagnon reports

BITFARMS ANNOUNCES COMPLETE EXIT FROM LATAM WITH SALE OF ITS PASO PE SITE FOR UP TO $30M

Bitfarms Ltd. has entered into a definitive share purchase agreement (SPA) to sell its 70-megawatt site in Paso Pe, Paraguay, to the Sympatheia Power Fund (SPF), a crypto infrastructure fund managed by Singapore-based Hawksburn Capital. The transaction is expected to close within 60 days of this release and complete Bitfarms' exit from Latin America. The closing of the transaction is subject to the satisfaction or waiver of customary closing conditions.

Bitfarms chief executive officer Ben Gagnon stated: "I'm pleased to announce the strategic sale of our Paso Pe site and decisive rebalancing of our energy portfolio to 100 per cent North American. This transaction brings forward an estimated two to three years of anticipated free cash flows from operations to be reinvested into our North American HPC/AI [high-performance computing/artificial intelligence] energy infrastructure in 2026, where we believe we will be able to generate much stronger returns on our invested capital with HPC/AI. The sale of Paso Pe is the culmination of a series of transactions to completely exit LatAm and refocus the company, its management team and capital on 100-per-cent-North-American power and infrastructure for HPC/AI."

SPF representative Josh Murchie said, "This transaction accelerates SPF's regional expansion plan, and our priority is an uninterrupted, seamless transition from day one -- maintaining continuity at Paso Pe as we move into the next phase of growth."

Terms

Under the terms of the SPA, the buyer will acquire from Bitfarms and its affiliates the shares of the single-purpose subsidiary that holds all the operating assets related to its Paso Pe, Paraguay, bitcoin mining site. The proposed transaction values the operating site at up to $30-million, with Bitfarms expected to receive:

• $9-million in cash upon closing of this transaction, expected in Q1 2026 (including a $1-million non-refundable deposit, which has been paid by the buyer);
• Up to $21-million over 10 months following closing based on certain payment milestones.

Transaction benefits:

• Rebalances energy assets portfolio to 100 per cent North American;
• Improves liquidity profile with accelerated monetization of operation and short-term financing guaranteed by the operation;
• Updated energy portfolio consists of:
  • 341 megawatts energized capacity;
  • 430 megawatts under active development, 100 per cent based in the United States;
  • 2.1 gigawatts total multiyear pipeline in North America, approximately 90 per cent based in the United States.

About Bitfarms Ltd.

Bitfarms is a North American energy and digital infrastructure company that builds and operates vertically integrated, state-of-the-art data centres and energy infrastructure for high-performance computing and bitcoin mining.

Bitfarms' 2.1-gigawatt North American energy portfolio, comprising energized, under-development and pipeline megawatts, is clustered in data centre hot spots with robust access to power and fibre 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, N.Y., and Toronto, Ont., and traded on the Nasdaq Stock Market and Toronto Stock Exchange.

We seek Safe Harbor.