Bitfarms : Notice of Meeting and Information Circular PDF (14817d)

Published: 2025-06-10 15:03:09 ET BITF.TO

Published on 06/10/2025 at 15:03

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS & MANAGEMENT INFORMATION CIRCULAR

June 30, 2025 at 10:00 a.m. (EST)

To be held virtually at https://virtual-meetings.tsxtrust.com/en/1795

110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Bitfarms Ltd. (the "Corporation") will be held virtually at the following web link: https://virtual-meetings.tsxtrust.com/en/1795(password: bitfarms2025) on June 30, at 10:00 a.m. (EST) for the following purposes, all as more particularly described in the enclosed management information circular (the "Circular"):

to receive the Corporation's consolidated financial statements for the years ended December 31, 2024, and December 31, 2023, and the report of the auditors thereon;

to elect the directors of the Corporation for the ensuing year;

to appoint the auditors and to authorize the directors to fix their remuneration;

to consider and, if deemed advisable, pass an ordinary resolution, the full text of which is set forth in the accompanying Circular, to approve a new omnibus incentive plan of the Corporation;

to consider and, if deemed advisable, pass a special resolution, the full text of which is set forth in the accompanying Circular, to approve the future consolidation of the Common Shares on the basis of one (1) post-consolidation Common Share for up to ten (10) pre-consolidation Common Shares, if, and at such time following the date of the Meeting, as may be determined by the board of directors of the Corporation in its sole discretion, as more particularly described in the Circular; and

to transact such further and other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

The board of directors (the "Board") has fixed May 27, 2025 as the record date (the "Record Date") for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the registers of the Corporation as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

A "beneficial" or "non-registered" Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

(Signed) "Brian Howlett"

Brian Howlett

Chairman of the Board of Directors

This Management Information Circular (this "Circular") is furnished in connection with the solicitation by the management of Bitfarms Ltd. (the "Corporation") of proxies to be used at the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Corporation ("Common Shares") to be held at the time and place and for the purposes set out in the Notice of Meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may also solicit proxies by telephone, e-mail or in person. These persons will receive no compensation for such solicitation, other than their ordinary salaries or fees. The total cost of solicitation of proxies will be borne by the Corporation. Pursuant to National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to the beneficial owners of the Common Shares. See "Appointment and Revocation of Proxies - Notice to Beneficial Holders of Shares" below. The Corporation will provide, without cost to such person, upon request to the Corporate Secretary of the Corporation, additional copies of the foregoing documents for this purpose.

The Corporation has elected to use the notice-and-access process ("Notice-and-Access") that came into effect on February 11, 2013 under NI 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") and National Instrument 51-102 - Continuous Disclosure Obligations, for distribution of this Circular and other meeting materials to registered Shareholders of the Corporation and Non-Registered Holders (as defined herein).

Notice-and-Access allows issuers to post electronic versions of meeting materials, including circulars, annual financial statements and management discussion and analysis, online, via SEDAR+ and one other website, rather than mailing paper copies of such meeting materials to Shareholders. The Corporation anticipates that utilizing the Notice-and-Access process will substantially reduce both postage and printing costs.

Meeting materials including the Circular and the Corporation's consolidated financial statements for the years ended December 31, 2024 and 2023 and the Corporation's management discussion and analysis for the year ended December 31, 2024 and the year ended December 31, 2023 are available on the Corporation's website at https://investor.bitfarms.com/financial-information, on the Corporation's SEDAR+ profile at https://www.sedarplus.ca, on the

U.S. Securities and Exchange Commission's EDGAR website at https://www.sec.gov/EDGAR and on the website of the Corporation's registrar and transfer agent at https://docs.tsxtrust.com/2253. For more information regarding the Corporation, please also refer to the Annual Information Form, available on the Corporation's SEDAR+ profile and on EDGAR.

Although the Circular and related materials (collectively, the "Meeting Materials") will be posted electronically online, as noted above, the registered Shareholders and Non-Registered Holders (subject to the provisions set out below under the heading "Voting by Beneficial Holders of Shares of the Corporation") will receive a "notice package" (the "Notice-and-Access Notification"), by prepaid mail, which includes the information prescribed by NI 54-101, and a proxy form or voting instruction form from their respective intermediaries. Shareholders should follow the instructions for completion and delivery contained in the proxy or voting instruction form. Shareholders are reminded to review the Circular before voting.

Management of the Corporation intends to pay for intermediaries to forward the Notice-and-Access Notification to OBOs (as defined herein) under NI 54-101.

Shareholders will not receive a paper copy of the Meeting Materials unless they request paper copies from the Corporation. Hosting a virtual meeting is environmentally beneficial as it eliminates travel, reduces paper use, and minimizes waste. In order to receive a paper copy in time to vote before the meeting, requests for paper copies should be received by the Corporation's registrar and transfer agent, TSX Trust Company ("TSX Trust") by 4:00 pm on June 19, 2025. Shareholders

Disclaimer

Bitfarms Ltd. published this content on June 10, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 10, 2025 at 19:02 UTC.