Bitfarms Files Share Purchase Agreement

Ticker: BITF · Form: 6-K · Filed: 2025-06-11T00:00:00.000Z

Sentiment: neutral

Topics: acquisition, legal-agreement, filing

Related Tickers: BITF

TL;DR

Bitfarms filed a share purchase agreement from March 17th involving Hive Holdings Paraguay entities.

AI Summary

On June 10, 2025, Bitfarms Ltd. filed a share purchase agreement dated March 17, 2025, with Canadian Securities Regulatory Authorities. This agreement involves Bitfarms Ltd., Hive Holdings Paraguay 1 Ltd., and Hive Holdings Paraguay 2 Ltd., and is attached as Exhibit 99.1 to the 6-K filing.

Why It Matters

This filing discloses a significant agreement related to the company's operations and potential acquisitions or partnerships within the cryptocurrency asset sector.

Risk Assessment

Risk Level: medium — The filing relates to a share purchase agreement, which could indicate significant corporate activity or potential changes in ownership or operations, carrying inherent business risks.

Key Players & Entities

FAQ

What is the primary purpose of this 6-K filing?

The primary purpose is to report a Share Purchase Agreement dated March 17, 2025, filed with Canadian Securities Regulatory Authorities on June 10, 2025.

Which entities are involved in the Share Purchase Agreement?

The entities involved are Bitfarms Ltd., Hive Holdings Paraguay 1 Ltd., and Hive Holdings Paraguay 2 Ltd.

When was the Share Purchase Agreement dated?

The Share Purchase Agreement is dated March 17, 2025.

When was this agreement filed with Canadian regulatory authorities?

The agreement was filed on June 10, 2025.

Where can a copy of the Share Purchase Agreement be found?

A copy of the Share Purchase Agreement is attached as Exhibit 99.1 to this Form 6-K filing.

From the Filing

0001213900-25-053195.txt : 20250611 0001213900-25-053195.hdr.sgml : 20250611 20250610181315 ACCESSION NUMBER: 0001213900-25-053195 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20250610 FILED AS OF DATE: 20250611 DATE AS OF CHANGE: 20250610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bitfarms Ltd CENTRAL INDEX KEY: 0001812477 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets EIN: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40370 FILM NUMBER: 251038357 BUSINESS ADDRESS: STREET 1: 110 YONGE STREET STREET 2: SUITE 1601 CITY: TORONTO STATE: A6 ZIP: M5C 1T4 BUSINESS PHONE: 647-259-1790 MAIL ADDRESS: STREET 1: 110 YONGE STREET STREET 2: SUITE 1601 CITY: TORONTO STATE: A6 ZIP: M5C 1T4 6-K 1 ea024522901-6k_bitfarms.htm CURRENT REPORT 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 June 2025 Commission File Number: 001-40370 BITFARMS LTD. (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 On June 10, 2025, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + (SEDAR +) a share purchase agreement, a copy of which is attached hereto as Exhibit 99.1. See the Exhibits listed below. Exhibits Exhibit No. Description 99.1 Share Purchase Agreement dated March 17, 2025 by and among Bitfarms Ltd., Hive Holdings Paraguay 1 Ltd., Hive Holdings Paraguay 2 Ltd., Hive Digital Technologies, Ltd. and Backbone Hosting Solutions Inc. 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 LTD. By: /s/ Ben Gagnon Name: Ben Gagnon Title: Chief Executive Officer Date: June 10, 2025 EX-99.1 2 ea024522901ex99-1_bitfarms.htm SHARE PURCHASE AGREEMENT DATED MARCH 17, 2025 BY AND AMONG BITFARMS LTD., HIVE HOLDINGS PARAGUAY 1 LTD., HIVE HOLDINGS PARAGUAY 2 LTD., HIVE DIGITAL TECHNOLOGIES, LTD. AND BACKBONE HOSTING SOLUTIONS INC. Exhibit 99.1 HIVE HOLDINGS PARAGUAY 1 LTD. - AND – HIVE HOLDINGS PARAGUAY 2 LTD. -AND- HIVE DIGITAL TECHNOLOGIES, LTD -AND- BACKBONE HOSTING SOLUTIONS INC. -AND- BITFARMS LTD. SHARE PURCHASE AGREEMENT DATED AS OF MARCH 17, 2025, 16:01 PM TABLE OF CONTENTS Article 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Accounting Principles 11 1.3 Currency 11 1.4 Appointment of Vendors’ Delegate 11 1.5 Schedules 11 Article 2 PURCHASE AND SALE 12 2.1 Purchase and Sale of Purchased Shares 12 2.2 Purchase Price 12 2.3 Estimated Closing Payment 12 2.4 Payments at Closing 13 2.5 Closing Date Balance Sheet 14 2.6 Payment of the Post-Closing Adjustment 16 2.7 Interim Project Payments 16 2.8 Substation Energization 17 Article 3 REPRESENTATIONS AND WARRANTIES 18 3.1 Representations and Warranties of the Vendors 18 3.2 Representations and Warranties of the Purchasers 22 3.3 As is, Where is. No Additional Representations and Warranties from Vendors 23 3.3 Survival of Representations and Warranties 24 Article 4 COVENANTS 25 4.1 Confidentiality and Non-Disclosure 25 4.2 Option to Acquire Adjacent Land 25 4.3 Non-Solicitation 25 4.4 Advance Payment 25 4.5 Employee Matters 26 4.6 Tax Matters 26 4.7 Wrong Pockets 27 Article 5 CLOSING ARRANGEMENTS 28 5.1 Closing 28 5.2 Closing Deliveries by Vendors 28 5.3 Closing Deliveries by Purchasers 29 Article 6 INDEMNIFICATION 29 6.1 Indemnification by the Vendors 29 6.2 In

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