Mr. Ben Gagnon reports

BITFARMS ADVANCES U.S. STRATEGY WITH COMPLETION OF STRONGHOLD DIGITAL MINING ACQUISITION

Bitfarms Ltd. has successfully completed its previously announced acquisition of Stronghold Digital Mining Inc. (SDIG). The acquisition of Stronghold yields the following benefits:

• Strategic megawatt growth:
  • Increases energy portfolio to 623 megawatts under management with incremental 165 megawatts of active generating capacity and 142 megawatts of immediately available import capacity;
  • Secures 1.1-gigawatt growth pipeline in Pennsylvania, including current power generation capacity, current grid import capacity and future import capacity;
  • PJM (Pennsylvania, New Jersey and Maryland) demand response programs anticipated to reduce overall electricity costs;
• U.S. portfolio expansion:
  • Rebalances year-end 2025 energy portfolio to 80 per cent North American and 20 per cent international;
• Advancement of HPC/AI (high performance computing/artificial intelligence) strategy:
  • Potential to develop two power campuses totalling nearly one gigawatt for HPC/AI;
  • Strategic partners WWT and ASG prioritizing Stronghold sites for potential HPC/AI conversion;
• Exahash growth:
  • Adds nearly one exahash under management through existing Canaan hosting agreements with 50-per-cent profit split, bringing Bitfarms total to 18 exahashes under management;
  • Previously announced Stronghold hosting agreements are now Bitfarms self-mining.

Ben Gagnon, chief executive officer of Bitfarms, stated: "The completion of this strategic acquisition further expands our U.S. footprint and makes us the industry leader in the PJM market. With Stronghold's portfolio of power assets, combined with our operational expertise and balance sheet strength, we are well positioned to create long-term value for our shareholders by executing on our U.S. strategy and developing an HPC/AI business geared for scale. Our combined PJM pipeline, spanning three sites in Pennsylvania, totals over one gigawatt with strategically located land, power and fibre that is well suited for both HPC/AI and bitcoin mining. This marks the start of an exciting new chapter for Bitfarms, and we're thrilled to welcome the talented Stronghold team to write that chapter with us."

Transaction details

Bitfarms acquired Stronghold in a stock-for-stock merger, pursuant to which Stronghold shareholders received 2.52 shares of Bitfarms for each share of Stronghold they own and Stronghold became a wholly owned subsidiary of Bitfarms. Approximately 59,678,164 Bitfarms common shares and 10,574,848 Bitfarms warrants are being issued in connection with the consummation of the merger. In addition, approximately $44.5-million was paid at closing to retire outstanding Stronghold loans.

In connection with the completion of the transaction, SDIG's common stock ceased trading on Nasdaq prior to the opening of trading today.

About Bitfarms Ltd.

Founded in 2017, Bitfarms is a global bitcoin and vertically integrated data centre company that sells its computational power to one or more mining pools from which it receives payment in bitcoin. Bitfarms develops, owns and operates vertically integrated mining facilities with in-house management and company-owned electrical engineering, installation service, and multiple on-site technical repair centres.

Bitfarms currently has 15 operating bitcoin data centres in four countries: the United States, Canada, Paraguay and Argentina. Powered predominantly by environmentally friendly hydroelectric and long-term power contracts, Bitfarms is committed to using sustainable and often underutilized energy infrastructure.

We seek Safe Harbor.