Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a) Market Information
The
Common Shares are listed on the Nasdaq and the TSX (in each case under the symbol “BITF”). Upon completion of the U.S. Redomiciliation,
the Keel Common Stock is expected to begin trading on Nasdaq and the TSX under the ticker “KEEL” two business days following
completion of the U.S. Redomiciliation, subject to fulfilling all of the listing requirements of Nasdaq and the TSX, respectively.
(b) Holders
As of March 27, 2026, based on information provided
to us by our transfer agent, there were 60 holders of record of Common Shares. This number is not representative of the number of beneficial
holders of our Common Shares nor are they representative of where such beneficial holders reside, since many of such shares are held of
record by brokers or other nominees. We do not have knowledge of the identities of the beneficial owners of Common Shares registered through
intermediaries.
(c) Dividends
We
have not declared or paid any dividends to our shareholders. We intend to retain earnings for general corporate purposes to promote future
growth; as such, our Board does not anticipate paying any dividends at this time. Our Board will review this policy from time-to-time,
having regard to our financial condition, financing requirements and other relevant factors.
(e) Performance Graph
The
following chart compares the cumulative total shareholder return (TSR) of $100 invested in our Common Shares (BITF) with the cumulative
TSR of the NASDAQ Composite Index, RUSSELL 3000 and the equally-weighted average return of our self-constructed Peer Group for the period
from December 31, 2020 to December 31, 2025.
46
Our
self-constructed Peer Group Index consists of the members of our December 31, 2025 peer group with available publicly traded market data
as of and subsequent to, December 31, 2020, and consist of: Applied Digital Corporation (APLD), Bitdeer Technologies Group (BDTR), Cipher
Mining Inc (CIFR), CleanSpark Inc (CLSK), Core Scientific Inc (CORZ), DigitalOcean Holdings Inc (DOCN), Fastly Inc (FSLY), Galaxy Digital
(GLXY), Hive Digital Technologies Ltd (HIVE), Hut 8 Corp (HUT), Iren Limited (IREN), Marathon Digital Holdings Inc (MARA), Riot Platforms
Inc (RIOT), TeraWulf Inc (WULF) and WhiteFiber Inc (WYFI).
(f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Recent
Sales of Unregistered Sales
Convertible
Senior Notes
In
October 2025, we issued $588.0 million aggregate principal amount of Convertible Senior Notes (the “Convertible Notes”),
which included the full exercise of the purchasers’ option to purchase up to an additional $88.0 million aggregate amount of Convertible
Notes. The Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities
Act and outside of the United States pursuant to Regulation S under the Securities Act. The Convertible Notes are unsecured, bear interest
at 1.375% per annum payable semi-annually and mature on January 15, 2031.
Prior
to October 15, 2030, the Convertible Notes may be converted only upon the occurrence of certain events. Thereafter, holders may convert
their notes at any time until maturity. Upon conversion, we may settle the obligation in cash, Common Shares, or a combination of both,
at its discretion. The initial conversion rate is 145.6876 Common Shares per $1,000 principal amount (equivalent to a conversion price
of approximately $6.86 per share), representing a 30% premium over the $5.28 reference price (the last reported sale price per Common
Share of Bitfarms on Nasdaq on October 16, 2025), subject to adjustments upon the occurrence of certain events.
The
Convertible Notes are not redeemable prior to October 20, 2028, except in the event of certain changes in Canadian tax law. After that
date, we may redeem the Convertible Notes, in whole or in part, for cash if the market price of its Common Shares exceeds 130% of the
conversion price for a specified period. In the event of a fundamental change, holders may require us to repurchase their notes for cash.
47
Net
proceeds from the offering were approximately $568.9 million.
Macquarie
Warrants
In
April 2025, we entered into an agreement for a credit facility up to $300.0 million from Macquarie for HPC development at the Panther
Creek campus and drew down the initial tranche of $50.0 million. See “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Liquidity and Capital Resources” in Item 7 of this Annual Report. In connection with that new facility,
we issued 5,330,946 warrants to Macquarie in a private placement under Section 4(a)(2) of the Securities Act. The warrants are convertible
for a fixed number of Common Shares at an exercise price of $1.17.
In October 2025, we amended the facility to, among
other things, limit the borrowers and guarantors under the credit facility’s loan agreement to certain subsidiaries holding Panther
Creek project-specific assets and drew an additional $50.0 million. In connection with the amendment, we issued 2,197,127 warrants to
Macquarie in a private placement under Section 4(a)(2) of the Securities Act. The warrants are convertible for a fixed number of Common
Shares at an exercise price of $5.69.
We repaid these amounts in February 2026 to avoid
negative carry and balance sheet complexity, given the amount of cash on our balance sheet to fund near-term development.
Use
of Proceeds from Registered Offerings
2024
At-the-Market Offering
On March 8, 2024, we entered into an at-the-market
offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co. (“HCW”) as agent, pursuant to which
we established an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, the Company was able to,
at its discretion and from time-to time during the term of the ATM Agreement, sell, through HCW, Common Shares for gross proceeds of
up to $375,000,000 in accordance with the ATM Agreement. Pursuant to the ATM Program, from March 8, 2024 to July 24, 2024, the Company
issued 109,323,321 Common Shares for gross proceeds of $248.1 million. On October 4, 2024, the Company filed an amended and restated
prospectus supplement, pursuant to which it re-commenced the ATM Program. From October 4, 2024 to the conclusion of the ATM Program in
October 2025, the Company issued 55,767,778 Common Shares for gross proceeds of $126.9 million. On October 7, 2025, the ATM Program was
completed, as we issued a total of 165,091,099 Common Shares in exchange for gross proceeds of $375.0 million, receiving net proceeds
of $363.2 million since the inception of the ATM Program. We used the proceeds from the ATM Program prudently to support the growth and
development of our major Mining capital expenditure program, as well as for working capital and general corporate purposes.
(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item
6. [Reserved]
48