Bitfarms (BITF) F-4/ARegistration of securities (foreign) (amended)

As filed with the Securities and Exchange Commission on December 19, 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

______________________

Bitfarms Ltd.
(Exact name of Registrant as specified in its charter)

______________________

110 Yonge Street, Suite 1601
Toronto, Ontario, Canada M5C 1T4
(647) 259-1790
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

______________________

Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent of service)

______________________

Copies to:

______________________

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The Stronghold board of directors unanimously recommends that Stronghold stockholders vote “FOR” the approval and adoption of the merger agreement and approval of the transactions contemplated thereby, including the merger.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued in connection with the merger are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is             , 2024 and it is first being mailed to Stronghold stockholders on or about             .

ADDITIONAL INFORMATION

Stronghold and Bitfarms file and furnish annual, quarterly and other reports, proxy statements or management information circulars and other information with or to the U.S. Securities and Exchange Commission (the “SEC”). This proxy statement/prospectus incorporates by reference important business and financial information about Stronghold and Bitfarms from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.” You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at www.sec.gov or, with respect to Bitfarms, on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR+”), the Canadian equivalent of the SEC’s Electronic Data Gathering, Analysis and Retrieval system, at www.sedarplus.ca.

You may also obtain copies of documents filed by Stronghold with the SEC from Stronghold’s website at www.strongholddigitalmining.com and copies of documents filed by Bitfarms with the SEC and SEDAR+ from Bitfarms’ website at www.bitfarms.com, respectively.

You can also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

In addition, if you have questions about the merger or the special meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Mackenzie Partners, Inc., Stronghold’s proxy solicitor, at the following address and telephone number:

Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Call Toll-Free: (800) 322-2885
E-mail: proxy@mackenziepartners.com

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by             (which is five business days before the date of the special meeting) in order to receive them before the special meeting.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-282657) filed with the SEC by Bitfarms, constitutes a prospectus of Bitfarms under Section 5 of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), with respect to the Bitfarms common shares to be issued to Stronghold stockholders pursuant to the merger agreement.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Stronghold under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), with respect to the special meeting, at which Stronghold stockholders will be asked to consider and vote on a proposal to approve and adopt the merger agreement and approve the transactions contemplated thereby, including the merger.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated             , 2024. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Stronghold stockholders nor the issuance by Bitfarms of common shares pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Bitfarms contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Bitfarms, and information concerning Stronghold contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Stronghold.

Stronghold stockholders are encouraged to consult with their own legal, tax, financial or other professional advisors.

CURRENCY EXCHANGE RATE DATA

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars. References to “$” or “US$” are to U.S. dollars and references to “C$” are to Canadian dollars.

The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/U.S. dollar exchange rate.

The information is based on the exchange rate as reported by the Bank of Canada. Such exchange rate on December 18, 2024 was C$1.4343 = US$1.00.

NOTICE OF SPECIAL MEETING OF COMMON STOCKHOLDERS
TO BE HELD ON             , 2024

To the Stockholders of Stronghold Digital Mining, Inc.:

A special meeting (the “special meeting”) of stockholders of Stronghold Digital Mining, Inc., a Delaware corporation (“Stronghold”), will be held at             , Eastern Time, on             , 2024. The special meeting will be a completely virtual meeting, which will be conducted through an audio webcast. You may attend by registering at            and following the instructions provided during registration. You may be required to enter the control number included on the proxy card you received or in the instructions that accompanied your proxy materials. The special meeting is being held to consider and vote on a proposal (the “merger proposal”) to approve and adopt the Agreement and Plan of Merger (the “initial merger agreement”), dated as of August 21, 2024, which was amended by amendment no. 1 thereto dated as of September 12, 2024 (“amendment no. 1,” and together with the initial merger agreement and as may be further amended from time to time, the “merger agreement”), by and among Stronghold, Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (“Bitfarms”), Backbone Mining Solutions LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Bitfarms (“BMS”) and HPC & AI Megacorp, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of BMS (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into Stronghold, with Stronghold surviving the merger as an indirect, wholly-owned subsidiary of Bitfarms (the “merger”).

Stronghold will transact no other business at the special meeting, except such business as may properly be brought before the special meeting or any adjournments or postponements thereof. A copy of the initial merger agreement is attached as Annex A-1 and a copy of amendment no. 1 is attached as Annex A-2 to the proxy statement/prospectus accompanying this notice. The merger proposal and the related transactions are described in detail in the accompanying proxy statement/prospectus, which you should read before you vote. If the merger proposal is not approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon of Stronghold’s Class A common stock, par value $0.0001 per share (“Stronghold Class A common stock”) and Stronghold’s Class V common stock, par value $0.0001 per share (“Stronghold Class V common stock” and, together with the Stronghold Class A common stock, “Stronghold common stock”), voting together as a single class, the merger will not be completed. Abstentions, broker non-votes and the failure to submit a proxy will have the same effect as a vote “AGAINST” the merger proposal.

Please vote as promptly as possible, whether or not you plan to attend the special meeting. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, please submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) signing and returning your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting at the special meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Stronghold common stock entitled to vote and present virtually at the special meeting may vote at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in this joint proxy statement/prospectus, of which this notice is a part.

The Stronghold board of directors has fixed the close of business on             , 2024 as the record date for determination of the Stronghold stockholders entitled to vote at the special meeting or any adjournment or postponement thereof. Only Stronghold stockholders of record as of the record date are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of Stronghold stockholders entitled to vote at the special meeting will be available for 10 days before the special meeting at the principal executive offices of Stronghold for inspection by any Stronghold stockholder during ordinary business hours, for any purpose germane to the special meeting.

Pursuant to the terms of the voting agreement between Bitfarms and certain stockholders of Stronghold who beneficially own approximately             % of the Stronghold common stock outstanding as of the record date, such Stronghold stockholders have agreed to vote in favor of approving and adopting the merger agreement and approving the transactions contemplated thereby, including the merger, and against any proposal that would reasonably be expected to delay the completion of the merger.

The Stronghold board of directors unanimously recommends that Stronghold stockholders vote “FOR” the merger proposal.

If you have any questions concerning the merger proposal, the merger or this joint proxy statement/prospectus, of which this notice is a part, would like additional copies, or need help voting your shares of Stronghold common stock, please contact Stronghold’s proxy solicitor:

Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Call Toll-Free: (800) 322-2885
E-mail: proxy@mackenziepartners.com

TABLE OF CONTENTS

FREQUENTLY USED TERMS

This proxy statement/prospectus generally does not use technical defined terms, but a few frequently used terms may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

“amendment no. 1” refers to amendment no. 1 to the initial merger agreement, dated as of September 12, 2024, by and among Bitfarms, Stronghold, BMS and Merger Sub.

“Bitfarms” refers to Bitfarms Ltd., a corporation organized under the OBCA.

“Bitfarms’ articles” refers to Bitfarms’ articles of continuance, as amended.

“Bitfarms’ by-laws” refers to collectively, by-law no. 1, by-law no. 2, by-law no. 3 and by-law no. 4, as amended.

“Bitfarms common shares” refers to common shares of Bitfarms, no par value.

“Bitfarms shareholders” refers to the holders of Bitfarms common shares.

“BMS” refers to Backbone Mining Solutions LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Bitfarms.

“closing date” refers to the date on which the merger is completed.

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

“Cohen & Co. Capital Markets” refers to J.V.B. Financial Group, LLC acting through its Cohen & Company Capital Markets division.

“Company Holdco” refers to Stronghold Digital Mining Holdings LLC, a Delaware limited liability company.

“conversion” refers to the transactions contemplated by the conversion agreement, whereby, immediately prior to and conditioned upon the effective time, each share of Stronghold Series C preferred stock issued and outstanding as of such time shall convert into 250 shares of Stronghold Class A common stock and all shares of Stronghold Series C preferred stock converted into shares of Stronghold Class A common stock shall no longer be outstanding and shall cease to exist, and each holder of Stronghold Series C preferred stock shall thereafter cease to have any rights with respect to such shares of Stronghold Series C preferred stock.

“conversion agreement” refers to the certain conversion agreement, dated August 21, 2024, by and among Bitfarms, Stronghold and the Stronghold Series C preferred stockholders, as it may be amended from time to time.

“DGCL” means the General Corporation Law of the State of Delaware.

“DOJ” means the Department of Justice.

“effective time” refers to the time on the closing date at which the merger becomes effective as specified in the certificate of merger of Stronghold and Merger Sub to be filed with the Secretary of State of the State of Delaware.

“eligible shares” refers to each share of Stronghold Class A common stock issued and outstanding immediately prior to the effective time after giving effect to the conversion and the exchanges (other than any shares of Stronghold Class A common stock owned directly by Bitfarms, Stronghold or any of their respective subsidiaries).

“exchanges” refers to the transactions whereby, immediately prior to and conditioned on the effective time, Stronghold shall require each member of Company Holdco (other than Stronghold and its wholly-owned subsidiaries) to exchange all of the issued and outstanding common units of Company Holdco held by such member, together with the surrender for cancellation of a corresponding number of shares of Stronghold Class V common stock, for a corresponding number of shares of Stronghold Class A common stock.

“exchange agent” refers to a nationally recognized financial institution or trust company selected by Bitfarms that is reasonably acceptable to Stronghold.

“exchange ratio” refers to 2.520 validly issued, fully paid and non-assessable Bitfarms common shares for each share of Stronghold Class A common stock.

“FERC” means the Federal Energy Regulatory Commission.

“FPI” means foreign private issuer, as such term is defined in the U.S. Exchange Act.

“former employee option” refers to each Stronghold option that is held by a former employee of, former non-employee director of, or former other service provider to, Stronghold or its subsidiaries, in each case, as of immediately prior to the effective time.

“former employee option consideration” refers to a number of Bitfarms common shares equal to the product of (x) the number of shares of Stronghold Class A common stock subject to each former employee option as of immediately prior to the effective time and (y) (A) the excess, if any, of the merger consideration value over the exercise price per share of Stronghold Class A common stock applicable to each former employee option, divided by (B) the merger consideration value.

“FTC” means the Federal Trade Commission.

“hosting agreement” means that certain hosting agreement, dated September 12, 2024, by and between Stronghold Digital Mining Hosting, LLC and Bitfarms.

“IFRS Accounting Standards” refers to the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“initial merger agreement” refers to the certain agreement and plan of merger, dated as of August 21, 2024, by and among Bitfarms, Stronghold, BMS and Merger Sub.

“merger” refers to the proposed merger of Merger Sub with and into Stronghold, pursuant to which Stronghold will survive the merger as an indirect, wholly-owned subsidiary of Bitfarms.

“merger agreement” refers to the initial merger agreement together with amendment no. 1, as may be further amended from time to time.

“merger consideration” refers to the conversion of each issued and outstanding share of Stronghold Class A common stock immediately prior to the effective time after giving effect to the conversion and the exchanges (other than any shares of Stronghold Class A common stock owned directly by Bitfarms, Stronghold or any of their respective subsidiaries) into the right to receive 2.520 of validly issued, fully paid and non-assessable Bitfarms common shares.

“merger consideration value” refers to the amount of cash equal to the product of (i) the exchange ratio and (ii) the volume-weighted average price of a Bitfarms common share on Nasdaq for the five consecutive trading day period ending on the trading day immediately preceding (but not including) the closing date (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Bitfarms and Stronghold).

“merger proposal” refers to the proposal to approve and adopt the merger agreement and approve the transactions contemplated thereby, including the merger.

“Merger Sub” refers to HPC & AI Megacorp, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of BMS.

“mining facility conditions” refers to, collectively, (i) Stronghold’s receipt of revised interconnection service agreements from PJM permitting the ability to import a certain amount of power to such facilities or written correspondence from PJM providing the same ability on an interim basis, (ii) the mining facility co-located at the Scrubgrass Plant being registered and fully qualified to participate in PJM’s economic demand responses and ancillary programs, and (iii) each of the mining facilities co-located at the Scrubgrass Plant and the Panther Creek Plant having access to, and being able to use, electrical infrastructure for the purpose of importing power from the grid.

“Nasdaq” refers to the Nasdaq Stock Market LLC.

“OBCA” refers to the Business Corporations Act (Ontario).

“Panther Creek Plant” means Stronghold’s 80 MW coal refuse burning electric power generation facility located on a 33-acre site in the Borough of Nesquehoning, Carbon County, Pennsylvania.

“Panther Creek Project Company” means Panther Creek Power Operating, LLC, a Delaware limited liability company.

“PJM” refers to PJM Interconnection, L.L.C., a Delaware limited liability company, or any successor entity performing similar functions.

“PJM Tariff” means the PJM Open Access Transmission Tariff as accepted for filing by FERC.

“Q Power” refers to Q Power LLC, a Delaware limited liability company, the sole holder of Stronghold Class V common stock.

“record date” refers to the close of business in New York, New York on             , 2024. Only holders of Stronghold common stock as of the record date will be entitled to vote at the special meeting and any adjournment or postponement thereof.

“Scrubgrass Plant” means Stronghold’s 85 MW coal refuse burning electric power generation facility located on a 670-acre site in Scrubgrass Township, Venango County, Pennsylvania.

“Scrubgrass Project Company” means Scrubgrass Reclamation Company, L.P., a Delaware limited liability company.

“SEC” refers to the U.S. Securities and Exchange Commission.

“second hosting agreement” means that certain hosting agreement, dated October 29, 2024, by and between Stronghold Hosting and BMS.

“SEDAR+” refers to the Canadian System for Electronic Document Analysis and Retrieval.

“special meeting” refers to the special meeting of Stronghold stockholders to be held on             , as may be postponed or adjourned from time to time.

“Stronghold” refers to Stronghold Digital Mining, Inc., a Delaware corporation.

“Stronghold board recommendation” refers to the recommendation of the Stronghold board of directors for the Stronghold stockholders to vote to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

“Stronghold’s by-laws” refers to Stronghold’s second amended and restated by-laws.

“Stronghold’s charter” refers to Stronghold’s second amended and restated certificate of incorporation.

“Stronghold Class A common stock” refers to shares of Stronghold’s Class A common stock, par value $0.0001 per share.

“Stronghold Class V common stock” refers to shares of Stronghold’s Class V common stock, par value $0.0001 per share.

“Stronghold common stock” refers to Stronghold Class A common stock and Stronghold Class V common stock.

“Stronghold Hosting” refers to Stronghold Digital Mining Hosting, LLC, a Delaware limited liability company and indirect subsidiary of Stronghold.

“Stronghold options” refers to outstanding vested or unvested options to purchase shares of Stronghold Class A common stock.

“Stronghold RSU” refers to each Stronghold restricted stock unit denominated in Stronghold Class A common stock, whether vested or unvested, outstanding at the effective time.

“Stronghold Series C certificate of designations” refers to the certificate of designations of the Stronghold Series C preferred stock, filed with the Secretary of State of the State of Delaware, effective February 20, 2023.

“Stronghold Series C preferred stock” refers to shares of Stronghold’s Series C preferred stock, par value $0.0001 per share.

“Stronghold Series C preferred stockholders” refers to the holders of all of the issued and outstanding shares of Stronghold Series C preferred stock.

“Stronghold Series D preferred stock” refers to shares of Stronghold’s Series D preferred stock, par value $0.0001 per share.

“Stronghold stockholders” refers to the holders of Stronghold common stock.

“Stronghold warrants” refers to the Stronghold warrants to purchase Stronghold Class A common stock.

“TRA” refers to the certain tax receivable agreement, dated April 1, 2021, as amended by that certain joinder, dated November 9, 2022, by and between Stronghold, Q Power, and William Spence.

“TRA Waiver and Termination Agreement” refers to the certain TRA waiver and termination agreement, dated August 21, 2024, by and among Bitfarms, Stronghold, and certain Stronghold stockholders, as it may be amended from time to time.

“TSX” refers to the Toronto Stock Exchange.

“UPC” refers to Urish Popeck & Co., LLC, an independent registered public accounting firm.

“U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, and, as applicable, the rules and regulations promulgated thereunder, in each case, as amended.

“U.S. GAAP” refers to generally accepted accounting principles in the United States.

“U.S. Securities Act” refers to the U.S. Securities Act of 1933, and, as applicable, the rules and regulations promulgated thereunder, in each case, as amended.

“voting agreement” refers to the certain voting agreement, dated August 21, 2024, by and between Bitfarms and certain Stronghold stockholders, as it may be amended from time to time.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and matters to be addressed at the special meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the merger, you should carefully read this entire proxy statement/prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find Additional Information.”

Q:     Why am I receiving this proxy statement/prospectus?

A:     On August 21, 2024, Stronghold entered into the merger agreement with Bitfarms, BMS and Merger Sub, which was amended by amendment no. 1 thereto dated as of September 12, 2024. The merger agreement provides for, among other things, the merger of Merger Sub with and into Stronghold, pursuant to which Stronghold will survive the merger as an indirect, wholly-owned subsidiary of Bitfarms (the “surviving corporation”). You are receiving this proxy statement/prospectus in connection with the solicitation by the Stronghold board of directors of proxies of Stronghold stockholders to vote in favor of the approval and adoption of the merger proposal. Stronghold is holding a special meeting to obtain the stockholder approval necessary to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, among other matters. A copy of the initial merger agreement is included as Annex A-1 and a copy of amendment no. 1 is included as Annex A-2 to this proxy statement/prospectus. Among other things, approval of the merger proposal by Stronghold stockholders is required for the completion of the merger. See the section entitled “The Merger Agreement — Conditions to Completion of the Merger.”

This proxy statement/prospectus constitutes both a proxy statement of Stronghold and a prospectus of Bitfarms. It is a proxy statement because the Stronghold board of directors is soliciting proxies from its stockholders. It is a prospectus because Bitfarms will issue to Stronghold stockholders Bitfarms common shares as consideration for the exchange of outstanding shares of Stronghold Class A common stock in the merger.

Your vote is very important. We encourage you to submit a proxy to have your shares of Stronghold common stock voted as soon as possible.

Q:     What is the proposed transaction?

A:     If the merger proposal is approved by Stronghold stockholders and the other conditions to the completion of the merger contained in the merger agreement are satisfied or waived, Merger Sub will merge with and into Stronghold, with Stronghold surviving as an indirect, wholly-owned subsidiary of Bitfarms.

Q:     What will I receive as a Stronghold stockholder if the merger is completed?

A:     Under the terms of the merger agreement, if the merger is completed, each issued and outstanding share of Stronghold Class A common stock, immediately prior to the effective time after giving effect to the conversion and the exchanges (other than any shares of Stronghold Class A common stock owned directly by Bitfarms, Stronghold or any of their respective subsidiaries, the “eligible shares”), will be automatically converted into the right to receive 2.520 validly issued, fully paid and non-assessable Bitfarms common shares (the “merger consideration”).

No fractional Bitfarms common shares will be issued in connection with the merger. In lieu of any fractional Bitfarms common shares to which a Stronghold stockholder would otherwise have been entitled, the Stronghold stockholder shall receive cash, without interest, in an amount equal to the product of (i) such fractional part of a Bitfarms common share multiplied by (ii) the closing price of Bitfarms common shares on the business day immediately prior to the closing date.

Based on the closing price of Bitfarms common shares on Nasdaq on August 20, 2024, the last full trading day before the announcement of the merger agreement, the per share value of Stronghold Class A common stock implied by the merger consideration was $5.95. Based on the closing price of Bitfarms common shares on Nasdaq on             , 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the per share value of Stronghold Class A common stock implied by the merger consideration was $            . The implied value of the merger consideration will fluctuate, however, as the market price of Bitfarms common

shares fluctuates, because the merger consideration that is payable per share of Stronghold Class A common stock is a fixed number of Bitfarms common shares. As a result, the value of the merger consideration that Stronghold stockholders will receive upon the completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the special meeting. Accordingly, you are encouraged to obtain current stock price quotations for Stronghold Class A common stock and Bitfarms common shares before deciding how to vote with respect to the merger proposal. Stronghold Class A common stock trades on Nasdaq under the ticker symbol “SDIG” and Bitfarms common shares trade on Nasdaq and the TSX under the ticker symbol “BITF.” The price of Bitfarms common shares on Nasdaq is reported in U.S. dollars, while the price of Bitfarms common shares on the TSX is reported in Canadian dollars.

Q:     When and where is the special meeting?

A:     The special meeting will be held at             , Eastern Time, on             , 2024. The special meeting will be a completely virtual meeting, which will be conducted through an audio webcast. You may attend by registering at             and following the instructions provided during registration. You may be required to enter the control number included on the proxy card you received or in the instructions that accompanied your proxy materials.

Q:     Who is entitled to vote at the special meeting?

Only holders of Stronghold common stock as of the close of business in New York, New York on             , 2024, which is the record date for the special meeting, are entitled to vote at the special meeting and any adjournment or postponement thereof. As of the record date, there were             shares of Stronghold Class A common stock and            shares of Stronghold Class V common stock outstanding. Each outstanding share of Stronghold common stock is entitled to one vote, voting together as a single class, on the merger proposal and any other matter coming before Stronghold stockholders at the special meeting.

Pursuant to the terms of the voting agreement between Bitfarms and certain stockholders of Stronghold who beneficially own approximately             % of the Stronghold common stock outstanding as of the record date, such Stronghold stockholders have agreed to vote in favor of approving and adopting the merger agreement and approving the transactions contemplated thereby, including the merger, and against any proposal that would reasonably be expected to delay the completion of the merger. For more information, see the section entitled “The Merger Agreement — The Voting Agreement.”

Q:     Who may attend the special meeting?

A:     If you are a stockholder of record of Stronghold common stock as of the record date, you may attend the special meeting and vote virtually the shares of Stronghold common stock you hold directly in your name. If your shares of Stronghold common stock are held in “street name” by a bank, broker or other nominee, you should have received a voting instruction form from your bank, broker or other nominee and you should follow the instructions given by that institution to direct how your shares are to be voted at the special meeting. If you are a “street name” owner and have a legal proxy from the stockholder of record as of the record date, you may vote virtually at the special meeting. You may be required to enter the control number included on the proxy card you received or in the instructions that accompanied your proxy materials. If you vote virtually at the special meeting, you will revoke any prior proxy you may have submitted.

Q:     What am I being asked to vote on?

A:     You are being asked to vote on the merger proposal, to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, pursuant to which Merger Sub will merge with and into Stronghold, with Stronghold surviving the merger as an indirect, wholly-owned subsidiary of Bitfarms.

The approval of the merger proposal is a condition to the obligations of Stronghold and Bitfarms to complete the merger. No other matters are intended to be brought before the special meeting by Stronghold.

Q:     What vote is required to approve the merger proposal?

A:     The approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Stronghold common stock that are entitled to vote on the merger proposal, voting together as a single class.

Pursuant to the terms of the voting agreement between Bitfarms and certain stockholders of Stronghold who beneficially own approximately             % of the Stronghold common stock outstanding as of the record date, such Stronghold stockholders have agreed to vote in favor of approving and adopting the merger agreement and approving the transactions contemplated thereby, including the merger, and against any proposal that would reasonably be expected to delay the completion of the merger. For more information, see the section entitled “The Merger Agreement — The Voting Agreement.”

Q:     How does the Stronghold board of directors recommend that I vote?

A:     The Stronghold board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of the holders of Stronghold common stock, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and (iii) recommends adoption of the merger agreement and the transactions contemplated thereby, including the merger, by the holders of Stronghold common stock.

Accordingly, the Stronghold board of directors unanimously recommends that you vote “FOR” the merger proposal.

For a discussion of each proposal, see the sections entitled “The Merger Proposal — Stronghold’s Reasons for the Merger; Recommendation of the Stronghold Board of Directors.”

Q:     Why did the Stronghold board of directors approve the merger agreement and the transactions contemplated thereby?

A:     To review the Stronghold board of directors’ reasons for (i) determining that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of the holders of Stronghold common stock, (ii) approving the merger agreement and the transactions contemplated thereby, including the merger and (iii) recommending adoption of the merger agreement and the transactions contemplated thereby, including the merger, by the holders of Stronghold common stock, see the section entitled “The Merger Proposal — Stronghold’s Reasons for the Merger; Recommendation of the Stronghold Board of Directors.”

Q:     How do I vote my shares?

A:     If you are a stockholder of record of Stronghold common stock as of the record date, you may vote your shares, or authorize a proxy to vote your shares, by:

(1)     Internet, by going to the website shown on your proxy card and following the instructions outlined on the secured website using certain information provided on your proxy card or voting instruction form, thereby authorizing a proxy to vote your shares.

(2)     Telephone, if you received your proxy materials by mail, you may vote by using the toll-free number shown on your proxy card, or by following the instructions on your proxy card, thereby authorizing a proxy to vote your shares.

(3)     Written Proxy, if you received your proxy materials by mail, you may submit your written proxy by completing the proxy card enclosed with those materials and signing, dating and returning your proxy card by mail in the enclosed return envelope, which requires no additional postage if mailed in the United States, thereby authorizing a proxy to vote your shares.

(4)     Attending the Special Meeting, and voting virtually if you are a stockholder of record of Stronghold common stock or if you are a beneficial owner and have a legal proxy from the stockholder of record of Stronghold common stock.

If your shares of Stronghold common stock are held in “street name” by a bank, broker or other nominee, you should have received a voting instruction form from your bank, broker or other nominee and you should follow the instructions given by that institution to direct how your shares are to be voted at the special meeting. If you are a “street name” owner and have a legal proxy from the stockholder of record as of the record date, you may vote virtually at the special meeting.

Q:     What is a proxy?

A:     A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Stronghold common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Stronghold common stock is called a “proxy card.”

Q:     How do proxies work?

A:     The Stronghold board of directors is asking for your proxy. Giving Stronghold your proxy means that you authorize the proxy holders named on the proxy card to vote your shares at the special meeting in the manner you direct. If you sign, date and return the enclosed proxy card but do not specify how to vote, Stronghold will vote your shares “FOR” the merger proposal.

Q:     If I am not going to attend the special meeting, should I return my proxy card or otherwise vote my shares?

A:     Yes. Completing, signing, dating and returning the proxy card by mail or submitting a proxy by calling the toll-free number shown on the proxy card or submitting a proxy by visiting the website shown on the proxy card ensures that your shares will be represented and voted at the special meeting, even if you otherwise do not attend.

Q:     If my shares are held in “street name” by my bank, broker or other nominee, will the bank, broker or other nominee vote my shares for me?

A:     No. If your shares of Stronghold common stock are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your bank, broker or other nominee how to vote your shares of Stronghold common stock. Under the rules applicable to broker-dealers, your bank, broker or other nominee does not have discretionary authority to vote your shares on the merger proposal to be voted on at the special meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. The rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine; however, the merger proposal to be voted on at the special meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Stronghold common stock at the special meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the merger proposal.

For additional information on voting procedures, please see the section entitled “The Special Meeting.”

Q:     Can I change my vote?

A:     Stronghold stockholders may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date, by voting again via the internet or by telephone or by delivering written notice of revocation of the proxy to Stronghold at c/o Secretary, Stronghold Digital Mining, Inc., 2124 Penn Avenue, 3rd Floor, Pittsburgh, Pennsylvania 15222, which must be received by Stronghold before the beginning of the special meeting. Stronghold stockholders may also revoke their proxies by virtually attending the special meeting and voting during the special meeting, although attendance at the special meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If a Stronghold stockholder holds shares through a bank, broker or other nominee, such stockholder must contact that nominee to revoke any prior voting instructions or obtain a “legal proxy” as described above. For additional information, please see the section entitled “The Special Meeting.”

Q:     What if I do not vote or do not fully complete my proxy card?

A:     If you fail to submit your proxy, fail to vote your shares, or fail to instruct your broker, bank or other nominee how to vote, that failure will have the same effect as a vote “AGAINST” the merger proposal. Abstentions will have the same effect as a vote “AGAINST” the merger proposal.

If you submit a valid proxy card but do not indicate how you want to vote on the merger proposal, your proxy will be counted as a vote “FOR” the merger proposal.

Q:     What should I do now?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, you should submit a proxy by mail, by telephone or the Internet to vote your shares as soon as possible so that your shares will be represented and voted at the special meeting. You should follow the instructions set forth on the enclosed proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of a bank, broker or other nominee.

Q:     What constitutes a quorum?

A:     A quorum is the number of shares of Stronghold common stock that must be present or represented by proxy, in order for business to be transacted at a Stronghold stockholder meeting. The required quorum for the special meeting is the presence virtually or by proxy of a majority of the shares of Stronghold common stock entitled to vote at the special meeting. All shares of Stronghold common stock represented at the special meeting virtually or by proxy (including those voted by telephone or the Internet) will be counted toward the quorum. Shares of Stronghold common stock held by Stronghold stockholders who mark their proxy card “ABSTAIN,” vote “ABSTAIN” by telephone or the Internet, instruct their bank, broker or other nominee to vote shares held in “street name” to “ABSTAIN” or appear at the special meeting without otherwise voting their shares of Stronghold common stock will be treated as shares represented at the meeting for purposes of determining the presence of a quorum. Shares of Stronghold common stock held by Stronghold stockholders who do not attend the special meeting and do not submit a proxy or vote by telephone or the Internet will not be treated as represented at the special meeting for purposes of determining the presence of a quorum.

Stronghold common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the bank, broker or nominee, will not be considered present at the special meeting for the purpose of determining the presence of a quorum.

Pursuant to the terms of the voting agreement, certain stockholders of Stronghold who beneficially own approximately             % of the Stronghold common stock outstanding as of the record date have agreed to vote in favor of approving and adopting the merger agreement and approving the transactions contemplated thereby, including the merger, and against any proposal that would reasonably be expected to delay the completion of the merger. For more information, see the section entitled “The Merger Agreement — The Voting Agreement.”

Q:     Is my vote important?

A:     Yes. Your vote is very important. The merger cannot be completed without the approval of the merger proposal by Stronghold stockholders. The approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Stronghold common stock entitled to vote on the merger proposal, voting together as a single class. The Stronghold board of directors recommends that you vote “FOR” the approval of the merger proposal.

Q:     What happens if I transfer or sell my shares of Stronghold common stock before the special meeting or before completion of the merger?

A:     The record date is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you transfer or sell your shares of Stronghold common stock after the record date but before the special meeting, you will retain your right to vote at the special meeting. However, if you are a Stronghold stockholder, you will have transferred the right to receive the merger consideration in the merger. In order to receive the merger consideration, you must hold your shares of Stronghold common stock through the effective time of the merger.

Q:     What if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you hold your shares in more than one brokerage account, if you hold shares directly as a holder of record and also in “street name,” or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your shares are voted.

Q:     Where can I find the voting results of the special meeting?

A:     The preliminary voting results are expected to be announced at the special meeting. In addition, within four business days following certification of the final voting results, Stronghold will file the final voting results with the SEC on a Current Report on Form 8-K.

Q:     What will happen if the merger proposal is not approved?

A:     As a condition to the completion of the merger, Stronghold stockholders must approve the merger proposal. If the merger proposal is not approved by the Stronghold stockholders, the merger will not be completed.

Q:     How will Stronghold’s directors and executive officers vote on the merger proposal?

A:     It is expected that the Stronghold directors and executive officers who are Stronghold stockholders will vote “FOR” the merger proposal. Pursuant to the terms of the voting agreement, one of Stronghold’s directors and executive officers has agreed to vote in favor of approving and adopting the merger agreement and approving the transactions contemplated thereby, including the merger, and against any proposal that would reasonably be expected to delay the completion of the merger. For more information, see the section entitled “The Merger Agreement — The Voting Agreement.”

As of the record date for the special meeting, the directors and executive officers of Stronghold owned, in the aggregate, approximately            shares of Stronghold common stock, representing approximately            % of the shares of Stronghold common stock then outstanding and entitled to vote at the special meeting.

Q:     Do any of Stronghold’s directors or executive officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

A:     Yes. In considering the recommendation of the Stronghold board of directors with respect to the merger proposal, you should be aware that Stronghold’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Stronghold stockholders generally. These interests may include, among others, certain payments and benefits payable under employment agreements entered into with executive officers, and rights to ongoing indemnification and insurance coverage by the surviving corporation for acts or omissions occurring prior to the merger. The Stronghold board of directors was aware of those interests and considered them, among other matters, in approving the merger agreement, the merger, and the other transactions contemplated by the merger agreement. For a discussion of Stronghold’s directors’ or executive officers’ interests in the merger that may differ from or be in addition to your interests as a stockholder, see the section entitled “The Merger Proposal — Interests of Stronghold’s Directors and Executive Officers in the Merger.”

Q:     Is the obligation of each of Stronghold and Bitfarms to complete the merger subject to any conditions?

A:     Yes. The completion of the merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (i) the approval of the merger proposal by the Stronghold stockholders, (ii) the absence of any governmental order or law that makes consummation of the merger illegal or otherwise prohibited, (iii) receipt of certain approvals and consents from specified governmental entities, including, if applicable, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iv) the effectiveness of the registration statement on Form F-4, of which this proxy statement/prospectus forms a part, to be filed by Bitfarms pursuant to which the Bitfarms common shares to be issued in connection with the merger are registered with the SEC and (v) the authorization for listing of the Bitfarms common shares to be issued in connection with the merger on the TSX and Nasdaq, subject to customary conditions and official notice of issuance. The obligation of each party to consummate the merger is also conditioned upon, among other things, (1) the other party’s representations and warranties being true and correct (subject to certain materiality and de minimis exceptions), (2) the other party having performed in all

material respects its obligations required to be performed by it under the merger agreement at or prior to the effective time, (3) the absence of a material adverse effect on the other party and (4) with respect to Bitfarms’ obligation to consummate the merger, certain conditions regarding Stronghold’s Bitcoin mining facilities and their ability to import power from the grid. For more information, see the section entitled “The Merger Agreement — Conditions to Completion of the Merger.”

Q:     Will the Bitfarms common shares to be issued to me at the completion of the merger be traded on an exchange?

A:     Yes. It is a condition to the completion of the merger that the Bitfarms common shares to be issued to Stronghold stockholders in connection with the merger be approved for listing on Nasdaq and the TSX, subject to customary conditions and official notice of issuance. Therefore, at the effective time of the merger, all Bitfarms common shares received by Stronghold stockholders in connection with the merger will be listed on Nasdaq and the TSX under the ticker symbol “BITF,” and may be traded by shareholders on either exchange.

Bitfarms common shares received by Stronghold stockholders in connection with the merger will be freely transferable in the United States except for shares issued to any stockholder deemed to be an “affiliate” of Bitfarms for purposes of U.S. federal securities law. Bitfarms common shares received by Stronghold stockholders in connection with the merger will be freely transferable in Canada, subject to certain exceptions. For more information, see the section entitled “The Merger Proposal — Restrictions on Resales of Bitfarms Common Shares Received in the Merger.”

Q:     After the merger, how much of Bitfarms will Stronghold stockholders own?

A:     The relative ownership of holders of Bitfarms common shares and holders of Stronghold common stock in the combined company immediately following the merger will depend on the number of Bitfarms common shares and shares of Stronghold Class A common stock issued and outstanding immediately prior to the merger. Based on the number of shares of Stronghold Class A common stock outstanding as of           , as adjusted to give effect to the exchanges and the conversion, and the number of Bitfarms common shares outstanding as of           , 2024, it is expected that, immediately after completion of the merger, the former Stronghold stockholders will receive Bitfarms common shares in the merger representing approximately           % of the then outstanding Bitfarms common shares.

Q:     Is the transaction expected to be taxable to holders of Stronghold Class A common stock for U.S. federal income tax purposes?

A:     Based on the transaction structure, the receipt of the merger consideration in exchange for Stronghold Class A common stock pursuant to the merger is expected to be a taxable transaction for U.S. federal income tax purposes, in which case a U.S. holder (as such term is defined below under “The Merger Proposal — Material U.S. Federal Income Tax Considerations”) that receives Bitfarms common shares pursuant to the merger will recognize gain or loss equal to the difference, if any, between (i) the fair market value of the Bitfarms common shares received and the amount of cash received in lieu of fractional Bitfarms common shares and (ii) such U.S. holder’s adjusted tax basis in the Stronghold Class A common stock exchanged. The deductibility of loss, if any, of a U.S. holder of Stronghold Class A common stock as a result of the merger may be subject to limitations.

For non-U.S. holders (as such term is defined below under “The Merger Proposal — Material U.S. Federal Income Tax Considerations”), the receipt of the merger consideration in exchange for Stronghold Class A common stock pursuant to the merger generally will not be subject to U.S. federal income tax, except in the specific circumstances described in the section entitled “The Merger Proposal — Material U.S. Federal Income Tax Considerations — Consequences of the Merger to Non-U.S. Holders.”

Holders of Stronghold common stock should consult their tax advisors regarding the particular tax consequences of the merger to them in light of their particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For a more detailed discussion of the U.S. federal income tax consequences of the merger to holders of Stronghold Class A common stock, see “The Merger Proposal — Material U.S. Federal Income Tax Considerations.”

Q:     Are there risks associated with the merger?

A:     Yes. There are important risks involved both in connection with the merger and in connection with an investment in Bitfarms. Before making any decision on whether and how to vote, you are urged to read carefully and in its entirety the section entitled “Risk Factors.”

Q:     Do I have appraisal or dissenters’ rights for my Stronghold common stock in connection with the merger?

A:     Holders of Stronghold Class A common stock are not entitled to appraisal rights or dissenters’ rights in connection with the merger. Pursuant to the terms of the voting agreement, the sole holder of Stronghold Class V common stock agreed to waive its appraisal and dissenters’ rights in connection with the merger. For further information, please see the section entitled “The Merger Proposal — Appraisal or Dissenters’ Rights.”

Q:     When will the merger be completed?

A:     Stronghold and Bitfarms are working to complete the merger as quickly as possible. In addition to obtaining any required regulatory approvals, and assuming that the merger proposal is approved by Stronghold stockholders at the special meeting, other important conditions to the completion of the merger exist. The merger agreement contains an outside date of May 21, 2025, for the completion of the merger, which may be extended to August 21, 2025, by either Stronghold or Bitfarms in certain circumstances. For a discussion of the conditions to the completion of the merger, see the sections entitled “The Merger Proposal — Regulatory Approvals Required for the Merger” and “The Merger Agreement — Conditions to Completion of the Merger.”

Q:     What happens if the merger is not completed?

A:     If the merger is not completed for any reason, you will not receive any consideration for your Stronghold common stock, and Stronghold will remain an independent public company with Stronghold Class A common stock being traded on Nasdaq.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Stronghold will bear all costs and expenses in connection with the solicitation of proxies from its stockholders. In addition to the solicitation of proxies by mail, Stronghold will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Stronghold common stock and secure their voting instructions, if necessary. Stronghold will reimburse the banks, brokers and other record holders for their reasonable expenses in taking those actions. Stronghold has also made arrangements with Mackenzie Partners, Inc. (“Mackenzie”) to assist in soliciting proxies and in communicating with Stronghold stockholders and estimates that it will pay Mackenzie a fee of approximately $12,500 plus reasonable and documented customary out-of-pocket fees and expenses for these services. Proxies may also be solicited by Stronghold’s directors, officers and other employees through the mail or by telephone, the Internet, fax, in person or other means, but no additional compensation will be paid to these persons.

Q:     What is “householding”?

A:     The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. Unless Stronghold has received contrary instructions, it may send a single copy of this proxy statement/prospectus to any household at which two or more holders of Stronghold common stock reside. This process, known as “householding,” reduces the volume of duplicate information received at any one household, helps to reduce Stronghold’s printing and mailing expenses and benefits the environment. If a stockholder impacted by householding prefers to receive multiple sets of this proxy statement/prospectus at the same address, the stockholder should follow the instructions described below, and Stronghold will deliver promptly, upon written or oral request, one or more, as applicable, separate copies of this proxy statement/prospectus. Similarly, if an address is shared with another stockholder and both of the stockholders would like to receive only a single set of this proxy statement/prospectus, the stockholders should follow these instructions: If the shares of Stronghold common stock are registered in the name of the stockholder, the stockholder should notify Stronghold of its request in writing, c/o Secretary, at Stronghold Digital Mining, Inc., 2124 Penn Avenue, 3rd Floor, Pittsburgh, Pennsylvania 15222, or by telephone at 845-579-5992. A number of brokerage firms have instituted householding. If a broker holds the shares of Stronghold common stock, the stockholder should contact such broker directly. A broker will have its own procedures for stockholders who wish to receive individual copies of this proxy statement/prospectus.

Q:     Is the exchange ratio subject to adjustment based on changes in the prices of Stronghold Class A common stock or Bitfarms common shares? Can it be adjusted for any other reason?

A:     As merger consideration, you will receive a fixed number of Bitfarms common shares, not a number of shares that will be determined based on a fixed market value. The market value of Bitfarms common shares and the market value of Stronghold Class A common stock at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the special meeting. Stock price changes may result from a variety of factors, including changes in Bitfarms’ or Stronghold’s respective businesses, operations or prospects, regulatory considerations, and general business, market, industry or economic conditions. The exchange ratio will not be adjusted to reflect any changes in the market value of Bitfarms common shares or market value of Stronghold Class A common stock. Therefore, the aggregate market value of the Bitfarms common shares that you are entitled to receive at the time that the merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus or the date of the special meeting.

However, the merger consideration will be equitably adjusted to provide you and Bitfarms with the same economic effect as contemplated by the merger agreement in the event of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger or other similar transaction involving Stronghold Class A common stock or Bitfarms common shares prior to the completion of the merger. For further information, please see the section entitled “The Merger Proposal — Merger Consideration.”

Q:     Who can answer my questions?

A:     If you are a Stronghold stockholder and you have any questions about the merger or you would like to request additional documents, including copies of this proxy statement/prospectus, please contact Stronghold’s proxy solicitor:

Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Call Toll-Free: (800) 322-2885
E-mail: proxy@mackenziepartners.com

Q:     Where can I find more information about Stronghold, Bitfarms and the transactions contemplated by the merger agreement?

A:     You can find out more information about Stronghold, Bitfarms and the transactions contemplated by the merger agreement by reading this proxy statement/prospectus and, with respect to Stronghold and Bitfarms, from various sources described in the section entitled “Where You Can Find Additional Information.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference herein contains, certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of certain securities laws, including the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. This forward-looking information includes, but is not limited to, statements regarding the expectations for and timing of the completion of the merger, the occurrence of any event giving rise to the right of a party to terminate the merger agreement, the expected benefits of the merger, considerations taken into account when approving the merger, the value of the merger to Stronghold stockholders, expectations for Bitfarms following the closing of the merger or termination of the merger agreement, and statements regarding Bitfarms or Stronghold’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “expects,” or “does not expect,” “is expected,” “anticipates,” or “does not anticipate,” “plans,” “budget,” “scheduled,” “forecasts,” “estimates,” “prospects,” “believes” or “intends,” or variations of such words and phrases or stating that certain actions, events or results “may” or “could,” “would,” “might” or “will” be taken to occur or be achieved and are not statements of historical fact and may be forward-looking information.

This forward-looking information is based on assumptions and estimates of management of each of Bitfarms and Stronghold at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of each of Bitfarms and Stronghold to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to:

•        the timing to consummate the merger and the failure to consummate or delays in consummating the merger;

•        the failure to satisfy the conditions required to close the merger;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or otherwise require Stronghold and Bitfarms to modify the terms and conditions of the merger, including to achieve regulatory or stockholder approval;

•        the inherent uncertainty associated with financial, or other, projections;

•        the inherent risks, costs and uncertainties associated with integrating the businesses successfully and risks of not achieving all or any of the anticipated benefits and synergies of the merger, or the risk that the anticipated benefits and synergies of the merger may not be fully realized or take longer to realize than expected;

•        unexpected costs, liabilities or delays in connection with or with respect to the merger;

•        certain restrictions during the pendency of the merger that may impact the ability of Bitfarms and Stronghold to pursue certain business opportunities or strategic transactions;

•        changes in the financial or business performance of Stronghold or Bitfarms or more generally due to broader stock market movements and the performance of peer group companies;

•        the expected financial and business performance of Bitfarms following the completion of the merger;

•        competitive pressures in the markets in which Stronghold and Bitfarms operate;

•        volatile securities markets impacting security pricing unrelated to operating performance;

•        future capital needs and the ability to complete current and future financings;

•        potential legal proceedings relating to the merger and the outcome of any such legal proceeding;

•        potential environmental cost and regulatory penalties due to the operation of Stronghold plants which entail environmental risk;

•        changes in laws or regulations; and

•        changes in general economic conditions.

Although each of Bitfarms and Stronghold has attempted to identify important factors that could cause actual results to differ materially from those expressed in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Bitfarms or Stronghold, as applicable. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information speaks only as of the date of this proxy statement/prospectus, in the case of forward-looking information contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking information made in those incorporated documents. Readers are cautioned not to place undue reliance on forward-looking information.

For more information about these and other risks, contingencies and uncertainties applicable to Bitfarms and Stronghold, please see the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 21 and the section of this proxy statement/prospectus entitled “Where You Can Find Additional Information” beginning on page 163.

All subsequent written or oral forward-looking information concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to Bitfarms or Stronghold or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as may be required by law, neither Bitfarms nor Stronghold is under any obligation, and each expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking information, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Bitfarms and Stronghold and their respective directors, employees, agents and advisers do not accept or assume responsibility to any other person to whom this proxy statement/prospectus is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed.

SELECTED HISTORICAL FINANCIAL INFORMATION OF STRONGHOLD

The following selected historical consolidated financial data is derived from Stronghold’s audited consolidated financial statements for the years ended December 31, 2023 and 2022 and restated unaudited consolidated financial statements for the nine months ended September 30, 2024 and 2023 prepared in accordance with U.S. GAAP. The information set forth below is only a summary that you should read together with the historical audited consolidated financial statements of Stronghold and the related notes, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Stronghold’s Annual Report on Form 10-K (as amended) for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q/A for the nine months ended September 30, 2024 that Stronghold previously filed with the SEC and that are incorporated by reference into this proxy statement/prospectus. Historical results are not necessarily indicative of any results to be expected in the future. For more information, see the section entitled “Where You Can Find Additional Information.”

SELECTED HISTORICAL FINANCIAL INFORMATION OF BITFARMS

The following summary historical financial data of Bitfarms is derived from Bitfarms’ audited consolidated financial statements and the related notes incorporated by reference in this proxy statement/prospectus, Bitfarms’ restated Management’s Discussion and Analysis for the year ended December 31, 2023, included as Exhibit 99.3 to Amendment No. 1 to Bitfarms’ Annual Report on Form 40-F for the year ended December 31, 2023, Bitfarms’ interim condensed consolidated financial statements for the three and nine months ended September 30, 2024 and Bitfarms’ restated Management’s Discussion and Analysis for the three and nine months ended September 30, 2024, included as Exhibit 99.2 on Bitfarms’ Form 6-K/A dated December 9, 2024, each of which is incorporated by reference into this proxy statement/prospectus.

All references in this proxy statement/prospectus to Bitfarms’ audited consolidated financial statements are to the restated audited consolidated financial statements for the year ended December 31, 2023, included as exhibit 99.2 to Amendment No. 1 to Bitfarms’ Annual Report on Form 40-F for the year ended December 31, 2023. All references in this proxy statement/prospectus to Bitfarms’ unaudited interim condensed consolidated financial statements are to the restated unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2024, included as exhibit 99.1 to Bitfarms’ Form 6-K/A dated December 9, 2024. For more information, see Note 3(e) to the audited consolidated financial statements and Note 3(d) to the unaudited interim condensed consolidated financial statements, referred to above.

Bitfarms’ audited consolidated financial statements and unaudited interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and are presented in U.S. dollars. Historical results are not necessarily indicative of any results to be expected in the future, and results for any interim period are not necessarily indicative of results that may be expected for any full year. For more information, see the section entitled “Where You Can Find Additional Information.”

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following selected unaudited pro forma condensed combined financial data was prepared using the acquisition method of accounting for business combinations under IFRS Accounting Standards, with Bitfarms being the accounting and legal acquirer. The following information should be read in conjunction with the audited consolidated financial statements of Bitfarms and the audited consolidated financial statements of Stronghold, for the year ended December 31, 2023, including the respective notes thereto, the unaudited interim condensed consolidated financial statements of Bitfarms and the unaudited interim consolidated financial statements of Stronghold, for the nine months ended September 30, 2024, each of which are incorporated by reference into this proxy statement/prospectus.

The selected unaudited pro forma condensed combined statements of earnings (loss) for the nine months ended September 30, 2024 and for the year ended December 31, 2023 have been prepared to give effect to the merger as if it occurred on January 1, 2023. The selected unaudited pro forma condensed combined statement of financial position as at September 30, 2024 has been prepared to give effect to the merger as if it had occurred on September 30, 2024. The historical financial statements of Bitfarms were prepared in accordance with IFRS Accounting Standards, whereas the historical financial statements of Stronghold were prepared in accordance with U.S. GAAP. As a result, the selected pro forma condensed combined financial data reflect adjustments to Stronghold historical financial statements to conform with Bitfarms’ IFRS Accounting Standards, as applied by Bitfarms.

The selected pro forma condensed combined financial data, which is preliminary in nature, has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of the combined company and the accompanying notes appearing in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” The unaudited pro forma condensed combined financial statements have been presented in accordance with SEC Regulation S-X Article 11 for illustrative purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the selected unaudited pro forma condensed combined financial data does not purport to project the future financial position or operating results of the combined company.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Bitfarms common shares are currently listed on Nasdaq and the TSX under the ticker symbol “BITF” and Stronghold Class A common stock is currently listed on Nasdaq under the ticker symbol “SDIG.” There is no active trading market for Stronghold Class V common stock.

The following table presents the closing price per Bitfarms common share on Nasdaq and the TSX and of Stronghold Class A common stock on Nasdaq on (i) August 20, 2024, the last full trading day prior to the public announcement of the signing of the merger agreement, and (ii)             , 2024, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Stronghold Class A common stock, which was calculated by multiplying the closing price of Bitfarms common shares on Nasdaq on those dates by the exchange ratio.

Stronghold stockholders will not receive the merger consideration until the merger is completed, which may occur a substantial period of time after the special meeting, or not at all. There can be no assurance as to the trading prices of Stronghold Class A common stock or Bitfarms common shares at the time of the completion of the merger. The market prices of Stronghold Class A common stock and Bitfarms common shares are likely to fluctuate prior to completion of the merger and cannot be predicted. We urge you to obtain current market quotations for both Stronghold Class A common stock and Bitfarms common shares.

Since incorporation, neither Bitfarms or Stronghold have paid any dividends relating to the Bitfarms common shares or the Stronghold Class A common stock, respectively. It is not anticipated that Bitfarms or Stronghold will pay any dividends in the immediate or foreseeable future.

HISTORICAL AND UNAUDITED PRO FORMA COMPARATIVE PER SHARE DATA

The following tables present, as of the dates and for the periods indicated, selected historical, pro forma and pro forma equivalent per share financial information for Bitfarms common shares and Stronghold Class A common stock. You should read this information in conjunction with, and the information is qualified in its entirety by (i) the audited consolidated financial statements of Bitfarms and notes thereto incorporated by reference into this proxy statement/prospectus, (ii) the consolidated financial statements of Stronghold and notes thereto incorporated by reference into this proxy statement/prospectus, and (iii) the financial information contained in the “Unaudited Pro Forma Condensed Combined Financial Statements” and notes thereto included elsewhere in this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.”

The following pro forma information has been prepared in accordance with the rules and regulations of the SEC to depict the accounting for business combinations. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or equivalent pro forma amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, synergies, opportunities to earn additional revenue, the impact of restructuring and merger-related costs, or other factors that may result from the merger and, accordingly, does not attempt to predict or suggest future results.

The following tables assume the issuance of approximately 48,076,299 Bitfarms common shares in connection with the merger, which is the number of shares issuable by Bitfarms in connection with the merger assuming the merger was completed on September 30, 2024 and based on the number of outstanding shares of Stronghold Class A common stock as at August 21, 2024, as adjusted to give effect to the exchanges and the conversion. As discussed in this proxy statement/prospectus, the actual number of Bitfarms common shares issuable in connection with the merger will be adjusted based on the number of shares of Stronghold Class A common stock outstanding at the completion of the merger, as adjusted to give effect to the exchanges and the conversion. The pro forma data in the tables assume that the merger occurred on January 1, 2023 for income statement purposes and on September 30, 2024 for balance sheet purposes, and that the merger is accounted for as a business combination.

The unaudited equivalent pro forma per share combined information for Stronghold set forth below shows the effect of the merger from the perspective of a Stronghold stockholder. The information was calculated by multiplying the unaudited pro forma combined per share data for Bitfarms common shares by the exchange ratio of 2.520.

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the merger proposal. As a Bitfarms shareholder following completion of the merger, you will be subject to all risks inherent in the business of Bitfarms in addition to the risks relating to Stronghold. The market value of your Bitfarms common shares will reflect the performance of the business relative to, among other things, that of the competitors of Bitfarms and Stronghold and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.”

Risks Relating to the Merger

Because the market value of Bitfarms common shares that Stronghold stockholders will receive in the merger may fluctuate, Stronghold stockholders cannot be sure of the market value of the merger consideration that they will receive in the merger.

As merger consideration, Stronghold stockholders will receive a fixed number of Bitfarms common shares, not a number of shares that will be determined based on a fixed market value. The market value of Bitfarms common shares and the market value of Stronghold Class A common stock at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the special meeting. Stock price changes may result from a variety of factors, including changes in Bitfarms’ or Stronghold’s respective businesses, operations or prospects, regulatory considerations and general business, market, industry or economic conditions. The exchange ratio will not be adjusted to reflect any changes in the market value of Bitfarms common shares, the comparative value of the Canadian dollar and U.S. dollar or market value of the Stronghold Class A common stock. Therefore, the aggregate market value of the Bitfarms common shares that a Stronghold stockholder is entitled to receive at the time that the merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus, the date of the special meeting or the date on which a Stronghold stockholder actually receives its Bitfarms common shares.

There is no assurance when or if the merger will be completed, including, but not limited to, regulatory approvals which may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be satisfied.

The completion of the merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (i) the approval of the merger proposal by the holders of Stronghold common stock, (ii) the absence of any governmental order or law that makes consummation of the merger illegal or otherwise prohibited, (iii) receipt of certain approvals and consents from specified governmental entities, including, if applicable, the expiration or termination of the applicable waiting period under the HSR Act, (iv) the effectiveness of the registration statement on Form F-4, of which this proxy statement/prospectus forms a part, to be filed by Bitfarms pursuant to which the Bitfarms common shares to be issued in connection with the merger are registered with the SEC and (v) the authorization for listing of the Bitfarms common shares to be issued in connection with the merger on the TSX and Nasdaq, subject to customary conditions and official notice of issuance. The obligation of each party to consummate the merger is also conditioned upon, among other things, (1) the other party’s representations and warranties being true and correct (subject to applicable materiality and de minimis standards), (2) the other party having performed in all material respects its obligations required to be performed by it under the merger agreement at or prior to the effective time, (3) the absence of a material adverse effect on the other party and (4) with respect to Bitfarms’ obligation to consummate the merger, the mining facility conditions. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the merger.

Stronghold and Bitfarms have each agreed to, promptly following the execution of the merger agreement, prepare and file certain filings, submissions and notices and obtain consents, orders and approvals necessary to complete the merger and the other transactions contemplated by the merger agreement. No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to the completion of the merger will be satisfied and an adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and

timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of Stronghold and Bitfarms or may impose requirements, limitations or costs or place restrictions on the conduct of Stronghold’s or Bitfarms’ business, and if such consents, orders or approvals require an extended period of time to be obtained, such extended period of time could increase the chance that a material adverse event occurs with respect to Stronghold or Bitfarms. Such extended period of time also may increase the chance that other adverse effects with respect to Stronghold or Bitfarms could occur, such as the loss of key personnel. Each party’s obligation to complete the merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the merger agreement. As a result of these conditions, Stronghold and Bitfarms cannot provide assurance that the merger will be completed on the terms or timeline currently contemplated, or at all. For more information, see the sections entitled “The Merger Proposal — Regulatory Approvals Required for the Merger” and “The Merger Agreement — Conditions to Completion of the Merger.”

The special meeting may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the merger proposal is approved by Stronghold stockholders, Stronghold and Bitfarms would not be required to seek further approval of Stronghold stockholders, even if the conditions imposed in obtaining required regulatory approvals could have an adverse effect on Stronghold or Bitfarms either before or after completing the merger.

Certain rights of Stronghold stockholders will change as a result of the merger.

Upon completion of the merger, Stronghold stockholders will no longer be stockholders of Stronghold, a Delaware corporation, but will be shareholders of Bitfarms, a corporation organized under the OBCA. There will be certain differences between your current rights as a Stronghold stockholder, on the one hand, and the rights to which you will be entitled as a Bitfarms shareholder, on the other hand. For a more detailed discussion of the differences in the rights of Stronghold stockholders and Bitfarms shareholders, see the section entitled “Comparison of Rights of Bitfarms Shareholders and Stronghold Stockholders.”

Upon completion of the merger, Stronghold stockholders will become Bitfarms shareholders, and the market price for Bitfarms common shares may be affected by factors different from those that historically have affected Stronghold.

Upon completion of the merger, Stronghold stockholders will become Bitfarms shareholders. Bitfarms’ businesses differ from those of Stronghold, and accordingly, the results of operations of Bitfarms will be affected by some factors that are different from those currently affecting the results of operations of Stronghold. For a discussion of the businesses of Stronghold and Bitfarms and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find Additional Information.”

The announcement and pendency of the merger could adversely affect each of Stronghold’s and Bitfarms’ business, results of operations and financial condition.

The announcement and pendency of the merger could cause disruptions in and create uncertainty surrounding Stronghold’s and Bitfarms’ business, including affecting Stronghold’s and Bitfarms’ relationships with its existing and future partners, suppliers and employees, which could have an adverse effect on Stronghold’s or Bitfarms’ business, results of operations and financial condition, regardless of whether the merger is completed. In particular, Stronghold and Bitfarms could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the merger, such as the resignation of Stronghold’s Chief Financial Officer, Matthew Smith. Stronghold and Bitfarms could also potentially lose business partners or suppliers, and business partner or supplier contracts could be delayed or decreased. In addition, each of Stronghold and Bitfarms has expended, and continues to expend, significant management resources in an effort to complete the merger, which are being diverted from Stronghold’s and Bitfarms’ day-to-day operations.

If the merger is not completed, the trading prices of Stronghold Class A common stock and Bitfarms common shares may fall to the extent that the current prices reflect a market assumption that the merger will be completed. In addition, the failure to complete the merger may result in negative publicity or a negative impression of Stronghold and/or Bitfarms in the investment community and may affect Stronghold’s and Bitfarms’ relationship with employees, suppliers and other partners in the business community.

Stronghold and Bitfarms will incur substantial transaction fees and costs in connection with the merger.

Stronghold and Bitfarms have incurred and expect to incur additional material non-recurring expenses in connection with the merger and completion of the transactions contemplated by the merger agreement, including costs relating to obtaining required approvals. Stronghold and Bitfarms have incurred significant legal, advisory and financial services fees in connection with the process of negotiating and evaluating the terms of the merger. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of Stronghold and Bitfarms after completion of the merger. The cumulative amount of non-recurring expenses expected to be incurred by Stronghold and Bitfarms in connection with the merger and completion of the transactions contemplated by the merger agreement is currently estimated to be approximately $18.0 million. Although it is expected that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction and other merger-related costs over time, Stronghold and Bitfarms may incur costs in excess of their expectations, and whether or not unexpected costs arise, this net benefit may not be achieved in the near term, or at all. Even if the merger is not completed, Stronghold and Bitfarms will be required to pay certain costs relating to the merger incurred prior to the date the merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition. In addition, the merger agreement provides that, in certain circumstances, one party to the merger agreement may be required to pay a termination fee (and certain related expenses) to the other. For more information, see the section entitled “The Merger Agreement — Expenses and Termination Fees Relating to the Termination of the Merger Agreement.”

Significant demands will be placed on Stronghold and Bitfarms as a result of the merger.

As a result of the pursuit and completion of the merger, significant demands will be placed on the managerial, operational and financial personnel and systems of Stronghold and Bitfarms. Stronghold and Bitfarms cannot assure you that their systems, procedures and controls will be adequate to support the expansion of operations following and resulting from the merger. The future operating results of the combined company will be affected by the ability of its officers and key employees to manage changing business conditions and to implement and expand its operational and financial controls and reporting systems in response to the merger.

The combined company will have additional capital requirements.

Following completion of the merger, the combined company will require significant ongoing capital expenditures and, although Bitfarms and Stronghold anticipate that the combined company will be able to fund these expenditures through usage of the combined company’s cash and cash equivalents, cash generated from operations, letters of credit and subsequent debt, equity or hybrid offerings, there can be no assurances that the combined company will be able to obtain financing on acceptable terms.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the merger or Stronghold’s or Bitfarms’ future results.

This proxy statement/prospectus contains projections and forecasts relating to each of Stronghold and Bitfarms. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the merger, or toward complying with SEC guidelines, U.S. GAAP or IFRS Accounting Standards. Accordingly, such projections and forecasts should not be viewed as public guidance. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Stronghold and Bitfarms. Important factors that may affect the actual results of Stronghold and Bitfarms or could lead to such projections and forecasts not being achieved include, but are not limited to: the cost of power, Bitcoin miner efficiency, receipt of certain payments from business counterparties, volatility in the price of Bitcoin, increases in Bitcoin network difficulty, the potential future regulation of the digital asset industry and the state of the market for digital assets generally, potential future environmental regulation, closing of the merger and the timing thereof, the ability to successfully integrate Stronghold and Bitfarms, the issuance of new equity to fund growth, and other factors described under the captions “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus. Investors are accordingly cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.

The unaudited pro forma condensed combined financial information of Stronghold and Bitfarms is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the merger.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been prepared using information derived from the consolidated historical financial statements of Bitfarms and Stronghold, respectively, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company following the merger. In addition, the pro forma combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the merger. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the merger. Accordingly, the historical and pro forma financial information included in this proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had Stronghold and Bitfarms operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following completion of the merger. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties inherent in Bitfarms’ and Stronghold’s respective businesses, as well as those typically encountered by recently combined companies.

In preparing the pro forma financial information contained in this proxy statement/prospectus, Bitfarms has given effect to, among other items, the completion of the merger and related transactions (including the exchanges and the conversion), the payment of the merger consideration and the indebtedness of Bitfarms on a combined basis after giving effect to the merger, including the indebtedness of Stronghold. The unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by Stronghold and Bitfarms in connection with the merger. In addition, the merger is based on a share exchange ratio with the result that the purchase price recorded upon completion of the acquisition will not be known until that time and cannot be predicted due to volatility of prices in the trading of Bitfarms common shares. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements,” including the notes thereto.

While the merger agreement is in effect, Stronghold, Bitfarms and their respective subsidiaries’ businesses are subject to restrictions on their business activities.

Under the merger agreement, Stronghold and its respective subsidiaries are subject to certain restrictions on the conduct of their respective businesses and generally must operate their respective businesses in the ordinary course prior to completing the merger (unless Stronghold obtains Bitfarms’ written consent, which is not to be unreasonably withheld, delayed or conditioned), which may restrict Stronghold’s ability to exercise certain of its business strategies. Under the merger agreement, Bitfarms is subject to certain restrictions on the conduct of its business and generally must operate its business in the ordinary course prior to completing the merger (unless Bitfarms obtains Stronghold’s written consent, which is not to be unreasonably withheld, delayed or conditioned), which may restrict Bitfarms’ ability to exercise certain of its business strategies. These restrictions may prevent Stronghold and Bitfarms from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital expenditures in excess of certain agreed limits, repurchasing or issuing securities, or incurring indebtedness prior to the completion of the merger or termination of the merger agreement, as applicable. These restrictions could have an adverse effect on Stronghold’s and Bitfarms’ respective businesses, financial results, financial condition or stock price.

In addition, subject to certain exceptions set forth in the merger agreement, the merger agreement prohibits Stronghold from, among other things: (i) initiating, soliciting or knowingly encouraging the making of any inquiry, proposal or offer that would constitute, or would reasonably be expected to lead to, an acquisition proposal; (ii) engaging in any discussions relating to any acquisition proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal; (iii) furnishing any non-public information regarding Stronghold or its subsidiaries, or access to the properties, assets or employees of Stronghold or its subsidiaries, to any person in connection with an acquisition proposal; (iv) entering into any letter of intent or agreement in principal, or other agreement that would constitute, or would reasonably be expected to lead to, an acquisition proposal; or (v) releasing or permitting the release of any person from, or amending, waiving or permitting the amendment or waiver of any provision of, any “standstill” or similar agreement or provision to allow such person to make or amend an agreement that would constitute, or would reasonably be expected to lead to, an acquisition proposal.

These provisions may limit Stronghold’s ability to pursue offers from third parties that could result in greater value to Stronghold stockholders than the merger consideration. The termination fee may also discourage third parties from pursuing an alternative acquisition proposal with respect to Stronghold.

The termination of the merger agreement could negatively impact Stronghold and Bitfarms and, in certain circumstances, could require Stronghold or Bitfarms to pay certain termination fees.

The merger agreement is subject to a number of customary closing conditions that must be fulfilled in order to complete the merger and contains certain termination rights for both Stronghold and Bitfarms, which, if exercised, would result in the merger not being completed. If the merger is not completed for any reason, including as a result of Stronghold stockholders failing to approve the merger proposal or if the merger agreement is terminated in accordance with its terms, the ongoing businesses of Stronghold and Bitfarms may be adversely affected and, without realizing any of the anticipated benefits of having completed the merger, Stronghold and Bitfarms would be subject to a number of risks, including the following:

•        Stronghold and Bitfarms may experience negative reactions from the financial markets, including a decline of their respective stock prices (which may reflect a market assumption that the merger will be completed);

•        Stronghold and Bitfarms may experience negative reactions from or irreparable reputational harm as perceived by each of Stronghold’s and Bitfarms’ investment community, customers, suppliers, peers regulators, employees, partners in the business community and any other third party whether presently known or unknown;

•        Stronghold and Bitfarms may be required to pay substantial costs relating to the merger, whether or not the merger is completed;

•        matters relating to the merger will have required substantial commitments of time and resources by Stronghold’s and Bitfarms’ respective management teams, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Stronghold or Bitfarms had the merger not been contemplated; and

•        Stronghold and Bitfarms may experience a material adverse effect on each of Stronghold’s and Bitfarms’ respective businesses, operations, earnings and financial results.

If the merger agreement is terminated and the Stronghold board of directors seeks another merger, business combination or other transaction, Stronghold stockholders cannot be certain that Stronghold will find a party willing to offer equivalent or more attractive consideration than the merger consideration Stronghold stockholders would receive from Bitfarms in the merger. If the merger agreement is terminated under circumstances specified in the merger agreement, Stronghold may be required to pay Bitfarms a termination fee of $5,000,000, in the form of cash and/or Bitcoin (at the election of Stronghold), and Bitfarms may be required to pay Stronghold a reverse termination fee of $12,500,000 (minus the amount of the deposit (as defined in the hosting agreement) held by Stronghold and not yet returned to Bitfarms under the hosting agreement as of the date of the termination of the merger agreement up to a maximum of $5,000,000), in the form of cash and/or Bitcoin (at the election of Bitfarms), depending on the circumstances surrounding the termination. There is no guarantee that Stronghold or Bitfarms will have sufficient funds to make these contractually required payments to the other party, as applicable.

See the section entitled “The Merger Agreement — Termination of the Merger Agreement” for a more complete discussion of the circumstances under which the merger agreement could be terminated and when the termination fee may be payable by Stronghold or Bitfarms, as applicable.

Directors and executive officers of Stronghold have interests in the merger that may differ from the interests of Stronghold stockholders generally, including, if the merger is completed, the receipt of financial and other benefits.

In considering the recommendation of the Stronghold board of directors, you should be aware that Stronghold’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Stronghold stockholders generally. These interests include, among others, the treatment of outstanding equity awards pursuant to the merger agreement, potential severance benefits and other payments and rights to ongoing indemnification and insurance coverage. These interests are described in more detail in the section entitled “The Merger Proposal — Interests of Stronghold’s Directors and Executive Officers in the Merger.”

Except in specified circumstances, if the merger is not completed by May 21, 2025, subject to extension in specified circumstances, either Stronghold or Bitfarms may choose not to proceed with the merger.

Either Stronghold or Bitfarms may terminate the merger agreement if the merger has not been completed by 5:00 p.m. New York, New York time, on May 21, 2025. However, this right to terminate the merger agreement will not be available to Stronghold or Bitfarms if the failure of such party to perform any of its obligations under the merger agreement has been the principal cause of or resulted in the failure of the merger to be complete on or before such time. Termination of the merger agreement will also result in termination of the voting agreement, the TRA Waiver and Termination Agreement and conversion agreement. For more information, see the sections entitled “The Merger Agreement — Termination of the Merger Agreement” and “Merger Proposal — The Voting Agreement.”

Bitfarms is organized in Canada, and it may therefore be difficult to bring and enforce suits against Bitfarms in the United States.

It may be difficult to bring and enforce suits against Bitfarms in the United States because Bitfarms is organized pursuant to the laws of the Province of Ontario, Canada, Bitfarms is governed by the OBCA and most of Bitfarms’ assets are located outside the United States. It may not be possible for an investor to effect service of process within the United States on, or enforce judgments obtained in the United States courts against, Bitfarms or certain of Bitfarms’ directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States.

Because a substantial portion of the assets of Bitfarms are located outside of Canada, it may also not be possible for holders of Bitfarms common shares to collect on judgments obtained in courts in Canada predicated on the civil liability provisions of applicable securities legislation of the provinces and territories of Canada. In the event a judgment is obtained in a Canadian court against one or more of Bitfarms’ directors or officers for violations of applicable securities laws or otherwise, it may not be possible to enforce such judgment against those directors and officers of Bitfarms not resident in Canada.

In light of the above, there is doubt as to whether (i) a judgment of a United States court based solely upon the civil liability provisions of United States federal or state securities laws would be enforceable in Canada against Bitfarms or Bitfarms’ directors and officers and (ii) an original action could be brought in Canada against Bitfarms or its directors and officers to enforce liabilities based solely upon United States federal or state securities laws.

Stronghold and Bitfarms may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought by purported stockholders against companies (or their directors and officers) that have entered into merger agreements. Such lawsuits may seek, among other things, to enjoin the consummation of the merger. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Stronghold has received a number of letters from purported stockholders that allege the disclosures in the proxy statement/prospectus are deficient and that demand Stronghold or Bitfarms, as the case may be, make corrective disclosures. No lawsuits have thus far been filed in connection with these letters, and Stronghold and Bitfarms believe the allegations in the letters are without merit. If a stockholder is successful in obtaining an injunction prohibiting consummation of the merger, then that injunction may delay or prevent the merger from being completed or otherwise cause Stronghold and/or Bitfarms to incur substantial costs.

The opinion of Cohen & Co. Capital Markets will not reflect changes in circumstances between the signing of the merger agreement and completion of the merger.

The Stronghold board of directors received an opinion from Cohen & Co. Capital Markets, their financial advisor, in connection with the signing of the merger agreement, but have not obtained an updated opinion from their financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Bitfarms or Stronghold, general market and economic conditions and other factors on which Cohen & Co. Capital Markets’ opinion was based may be beyond the control of Bitfarms or Stronghold and may significantly alter the value of Bitfarms or Stronghold or the prices of the Bitfarms common shares or Stronghold common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because the Stronghold board of directors do not currently anticipate asking their financial advisor to update its opinion, the

opinion does not and will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The Stronghold board of directors’ recommendation that Stronghold stockholders vote “FOR” approval of the merger proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that the Stronghold board of directors received from their financial advisor, see the section entitled “The Merger Proposal — Opinion of Stronghold’s Financial Advisor” beginning on page 58. A copy of the opinion of Cohen & Co. Capital Markets is attached as Annex E to this proxy statement/prospectus.

Stronghold stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of Stronghold Class A common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger. The sole holder of Stronghold Class V common stock has waived its appraisal rights pursuant to the terms of the voting agreement. See “The Merger Proposal — Appraisal or Dissenters’ Rights” beginning on page 77 for additional information.

Bitfarms or Stronghold may waive one or more of the closing conditions without re-soliciting Stronghold stockholder approval.

To the extent permitted by law, Bitfarms or Stronghold may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the merger. Bitfarms or Stronghold currently expect to evaluate the materiality of any waiver and its effect on Stronghold stockholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting instruction forms is required in light of such waiver. Any determination whether to waive any condition to the merger or as to re-soliciting Stronghold stockholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by Bitfarms or Stronghold, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

Bitfarms and Stronghold received comments from the SEC staff in connection with the staff’s routine review of filings and registration statements.

As stated in Bitfarms’ restated Management’s Discussion and Analysis for the fiscal year ended December 31, 2023 and Stronghold’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, respectively, Bitfarms and Stronghold received SEC staff (the “Staff”) comments regarding certain accounting policies that affected such reports and the financial statements contained therein. Bitfarms determined that the consolidated financial statements as at and for the fiscal years ended December 31, 2023 and 2022 and the related management’s discussion and analysis for the year ended December 31, 2023, as well as the unaudited interim condensed consolidated financial statements as at September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 and the related management’s discussion and analysis for the three and nine months ended September 30, 2024, should be restated in response to the Staff’s comments and to correct a material error in the classification of proceeds derived from the sale of digital assets. Furthermore, in response to the Staff’s comments, Stronghold revised its revenue recognition policy with respect to the measurement of noncash (Bitcoin) consideration, and determined that the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024 should be restated due to an error in recording the cumulative impact of Stronghold’s revised revenue recognition policy with respect to the Bitcoin miner hosting contracts the Company had in place with two customers during those periods. On December 13, 2024, Stronghold filed an amendment to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, containing, among other information, restated unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024, and a restated Management’s Discussion and Analysis for the three and nine months ended September 30, 2024.

On December 18, 2024, the Staff advised Stronghold that it had concluded its review of Stronghold’s financial statements. While Bitfarms believes they have addressed the Staff’s respective comments, some of these comments are subject to further review and comment by the Staff. There is no assurance that unresolved comments, or additional comments from the Staff, will not result in the need for Bitfarms to further amend or restate applicable filings, including but not limited to, the respective financial statements of Bitfarms incorporated by reference in this proxy statement/prospectus. Any delay in resolving the Staff’s comments could result in substantial costs and may delay or prevent the registration statement, of which this proxy statement/prospectus forms a part, being declared effective.

Resales of Bitfarms common shares following the merger may cause the market value of Bitfarms common shares to decline.

Bitfarms expects that it will issue up to approximately 66,071,717 Bitfarms common shares at the effective time in connection with the merger. The issuance of these new Bitfarms common shares and the sale of additional Bitfarms common shares that may become eligible for sale in the public market from time to time could have the effect of depressing the market value for Bitfarms common shares. The increase in the number of Bitfarms common shares may lead to sales of such Bitfarms common shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, Bitfarms common shares.

The market value of Bitfarms common shares may decline as a result of the merger.

The market value of Bitfarms common shares may decline as a result of the merger if, among other things, the combined company is unable to achieve the expected growth in earnings, or if the operational cost savings estimates in connection with the integration of Stronghold’s and Bitfarms’ businesses are not realized or if the transaction costs related to the merger are greater than expected. The market value also may decline if the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by the market or if the effect of the merger on the combined company’s business, financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

Risks Related to Bitfarms After the Merger

The combined company may not realize all of the anticipated benefits of the merger.

Bitfarms and Stronghold believe that the merger will provide benefits to the combined company as described elsewhere in this proxy statement/prospectus. However, there is a risk that some or all of the expected benefits of the merger may fail to materialize, or may not occur within the time periods anticipated by Bitfarms and Stronghold. The realization of such benefits may be affected by a number of factors, including regulatory considerations and decisions, many of which are beyond the control of Bitfarms and Stronghold. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of the combined company following the merger difficult. Stronghold and Bitfarms have operated and, until completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on the ability to successfully integrate the operations of both companies. The past financial performance of each of Stronghold and Bitfarms may not be indicative of their future financial performance. Realization of the anticipated benefits in the merger will depend, in part, on the combined company’s ability to successfully integrate Stronghold and Bitfarms’ businesses. The combined company will be required to devote significant management attention and resources to integrating its business practices and support functions. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of the combined company following the merger. The coordination process may also result in additional and unforeseen expenses.

Failure to realize all of the anticipated benefits of the merger may impact the financial performance of the combined company and the price of the combined company’s common shares.

There may be less publicly available information concerning Bitfarms than there is for issuers that are not foreign private issuers (such as Stronghold) because Bitfarms, as a foreign private issuer, is exempt from a number of rules under the Exchange Act, is permitted to file less information with the SEC than issuers that are not foreign private issuers and is permitted to follow Canadian corporate governance requirements in lieu of the listing requirements of Nasdaq, subject to certain exceptions.

As a foreign private issuer (“FPI”) under the Exchange Act and pursuant to the multijurisdictional disclosure system (the “MJDS”), Bitfarms is exempt from certain rules under the Exchange Act and Nasdaq listing requirements. Bitfarms is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not FPIs, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. Furthermore, as an FPI that reports under the MJDS, Bitfarms is also permitted, and intends to continue, to follow certain Canadian corporate governance practices instead of those otherwise required under Nasdaq listing rules. Bitfarms prepares its annual report in accordance with

Canadian disclosure requirements and financial statements in accordance with IFRS Accounting Standards, which differ in certain respects from U.S. GAAP and from practices prescribed by the SEC. Accordingly, there may be less publicly available information concerning Bitfarms than there is for companies whose securities are registered under the Exchange Act but are not FPIs or subject to the MJDS, and such information may not be provided as promptly as it is provided by such companies.

Accordingly, Stronghold stockholders will not have the same protections afforded to stockholders of Delaware companies that are generally required under Nasdaq corporate governance requirements. For a discussion of certain rights of Bitfarms shareholders compared to Stronghold’s stockholders, please see the section of this proxy statement/prospectus entitled “Comparison of Rights of Bitfarms Shareholders and Stronghold Stockholders.”

Certain investors who are U.S. persons may face potential adverse United States federal income tax consequences if Bitfarms or any of its subsidiaries is treated as a “controlled foreign corporation” for U.S. federal income tax purposes.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of Bitfarms’ common shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in Bitfarms’ company group. If Bitfarms or any of its subsidiaries is treated as a controlled foreign corporation, any such United States shareholder may be required to report annually and include in its U.S. taxable income its pro rata share of “subpart F income,” “global intangible low-taxed income,” and investments in United States property of such controlled foreign corporations, regardless of whether Bitfarms makes any distributions. An individual who is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. Failure to comply with reporting obligations may subject a United States shareholder to significant monetary penalties and may toll the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due. Bitfarms cannot provide any assurances that Bitfarms will assist investors in determining whether any of Bitfarms’ non-U.S. subsidiaries are treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any such controlled foreign corporation or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. Investors who are U.S. persons should consult their advisors regarding the potential application of these rules to an investment in Bitfarms common shares.

Investors who are U.S. persons may face potential adverse United States federal income tax consequences if Bitfarms is treated as a passive foreign investment company.

Generally, if for any taxable year 75% or more of Bitfarms’ gross income is passive income, or at least 50% of the average quarterly value of Bitfarms’ assets are held for the production of, or produce, passive income, Bitfarms would be characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. Although not free from doubt, Bitfarms does not believe it was a PFIC for 2023 and does not expect to be a PFIC for 2024; however, PFIC status is determined annually, and whether Bitfarms will be a PFIC for any future taxable year is uncertain. Moreover, Bitfarms is not committing to determine whether it is or is not a PFIC on an annual basis. If Bitfarms is characterized as a PFIC, United States holders of Bitfarms common shares may suffer adverse tax consequences, including the treatment of gains realized on the sale of Bitfarms common shares as ordinary income, rather than as capital gain, the loss of the preferential income tax rate applicable to dividends received on Bitfarms common shares by individuals who are United States holders, and the addition of interest charges to the tax on such gains and certain distributions. A United States shareholder of a PFIC generally may mitigate these adverse U.S. federal income tax consequences by making a qualified electing fund (“QEF”) election or, to a lesser extent, a mark-to-market election. However, Bitfarms does not intend to provide the information necessary for United States shareholders to make a QEF election if Bitfarms is classified as a PFIC for any year. Please read the section entitled “The Merger Proposal — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations for U.S. Holders Owning and Disposing of Bitfarms Common Shares — PFIC Rules.”

Future challenges by taxing authorities to the combined companies’ transfer pricing could adversely affect the combined company.

Bitfarms undertakes cross-border transactions among the entities within Bitfarms’ company group in relation to various aspects of its business. Canadian and U.S. transfer pricing regulations, as well as regulations applicable in other countries in which Bitfarms operates, require that any international transaction involving associated enterprises

be on arm’s-length terms and conditions. Bitfarms views the transactions entered into among Bitfarms and Bitfarms’ subsidiaries to be priced on arm’s length terms and conditions and to be in accordance with the relevant transfer pricing regulations. If, however, a tax authority in any jurisdiction successfully challenges Bitfarms’ position and asserts that the terms and conditions of such transactions are not on arm’s length terms and conditions, or that other income of Bitfarms’ subsidiaries should be taxed in that jurisdiction, Bitfarms may incur increased tax liability, including accrued interest and penalties, which would cause Bitfarms’ tax expense to increase, possibly materially, thereby reducing Bitfarms’ profitability and cash flows, which in turn could have a material adverse effect on Bitfarms’ future cash flows, future earnings and financial condition.

Future changes to U.S., Canadian and foreign tax laws could adversely affect the combined company.

Due to the new and evolving nature of digital assets and the absence of comprehensive legal guidance with respect to digital asset products and transactions, many significant aspects of the U.S. federal income and Canadian and foreign tax treatment of transactions involving digital assets are uncertain, and it is unclear what guidance may be issued in the future on the treatment of digital asset transactions for U.S. federal income and Canadian and foreign tax purposes. Any alteration of existing IRS, CRA and other foreign tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for the combined company’s business and could have an adverse effect on the value of digital assets and the broader digital asset markets.

In addition, the U.S. Congress, the Canadian House of Commons, the Organization for Economic Co-operation and Development, and other government agencies in jurisdictions where Bitfarms and its affiliates do business have been focused on issues related to the taxation of multinational corporations. Specific attention has been paid to “base erosion and profit shifting,” where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States, Canada and other countries in which Bitfarms and its affiliates do business could change on a prospective or retroactive basis, and any such change could adversely affect the combined company.

In connection with the merger, the consolidated indebtedness of Bitfarms may increase substantially, including with respect to the satisfaction or assumption of the outstanding obligations under Stronghold’s credit agreement, and the increased level of indebtedness following the completion of the merger could adversely affect the combined company, including by decreasing its business flexibility and by impacting its ability to raise additional capital and to meet its obligations under its indebtedness.

The merger agreement provides that, to the extent requested by Bitfarms, Stronghold will, at Bitfarms’ expense, use reasonable best efforts to promptly obtain any consents or amendments as necessary to permit the consummation of the merger under Stronghold’s credit agreement (the “COC Amendment”), but the obtaining of the COC Amendment is not a closing condition to the merger. If the COC Amendment is not obtained on or prior to closing, Bitfarms will be required to satisfy all outstanding obligations under such credit agreement and certain other debt instruments of Stronghold prior to or substantially concurrently with the consummation of the merger, which could reduce funds available for capital expenditures and other activities of Bitfarms. If the COC Amendment is obtained on or prior to closing, Bitfarms may assume an estimated $50 million of outstanding net debt of Stronghold, which could have the effect of, among other things, reducing Bitfarms’ flexibility to respond to changing business and economic conditions.

In addition, any incurrence of additional indebtedness, including in connection with the satisfaction or assumption of outstanding obligations under Stronghold’s credit agreement or other indebtedness Bitfarms assumes in connection with the merger, could have important consequences for the combined company’s creditors and its shareholders. For example, it could limit the combined company’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; restrict the combined company from making strategic acquisitions or cause the combined company to make non-strategic divestitures; restrict the combined company from paying dividends to its shareholders; increase the combined company’s vulnerability to general economic and industry conditions; and require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the combined company’s indebtedness, thereby reducing the combined company’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities. Any increased levels of indebtedness following completion of the merger and corresponding increased demands on Bitfarms’ cash resources may create competitive disadvantages for Bitfarms relative to other companies with lower debt levels.

Risks Related to Stronghold’s Business

You should read and consider the risk factors specific to Stronghold’s business that will also affect the combined company after completion of the merger. These risks are described in Stronghold’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, Quarterly Report on Form 10-Q/A for the fiscal quarter ended September 30, 2024, and subsequent reports on Form 10-Q and Form 8-K, which are incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” for the location of information incorporated by reference into this proxy statement/prospectus.

Stronghold has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

Stronghold’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Stronghold’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As reported in its Quarterly Report on Form 10-Q/A and Current Report on Form 8-K, each filed on December 13, 2024, Stronghold identified a material weakness in its internal control over financial reporting relating to its revenue recognition policy with respect to the Bitcoin miner hosting contracts Stronghold had in place with two customers during the nine months ended September 30, 2024. Specifically, its management has concluded that it did not appropriately evaluate the U.S. GAAP guidance associated with the measurement of noncash (Bitcoin) consideration, in accordance with ASC 606-10-32-21 through 24, and how it should apply to Stronghold’s facts and circumstances surrounding its Bitcoin miner hosting contracts. This material weakness resulted in the restatement of Stronghold’s unaudited condensed consolidated financial statements as of, and for the three- and nine-month periods ended, September 30, 2024, filed on Form 10-Q filed on November 13, 2024, through the filing of a Form 10-Q/A filed on December 13, 2024. As a result of this material weakness, Stronghold’s management concluded that a deficiency in internal control over financial reporting existed relating to the measurement of noncash (Bitcoin) consideration, and that such deficiency constituted a material weakness.

Any failure to maintain adequate internal control over financial reporting could adversely impact Stronghold’s ability to report its financial position and results of operations on a timely and accurate basis. If Stronghold’s financial statements are not accurate, investors may not have a complete understanding of Stronghold’s operations. Likewise, if Stronghold’s financial statements are not filed on a timely basis, it could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on Stronghold’s business. Ineffective internal controls could also cause investors to lose confidence in Stronghold’s reported financial information, which could have a negative effect on the trading price of the Stronghold Class A Common Stock.

Stronghold can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if Stronghold is successful in strengthening its controls and procedures, in the future those controls, and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of its financial statements.

Risks Related to Bitfarms’ Business

You should read and consider the risk factors specific to Bitfarms’ business that will also affect the combined company after completion of the merger. These risks are described in Bitfarms’ restated Management’s Discussion and Analysis for the fiscal year ended December 31, 2023, and the Annual Information Form for the fiscal year ended December 31, 2023, both of which are contained in Amendment No.1 to Bitfarms’ Annual Report on Form 40-F, and the restated Management’s Discussion and Analysis for the three and nine months ended September 30, 2024, each of which

THE SPECIAL MEETING

Stronghold is providing this proxy statement/prospectus to Stronghold stockholders for the solicitation of proxies to be voted at the special meeting that Stronghold has called for the purposes described below. This proxy statement/prospectus is first being mailed to Stronghold stockholders on or about            , 2024 and provides Stronghold stockholders with the information they need to know about the merger to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held at            , Eastern Time, on            , 2024. The special meeting will be a completely virtual meeting, which will be conducted through an audio webcast. You may attend by registering at            and following the instructions provided during registration. You may be required to enter the control number included on the proxy card you received or in the instructions that accompanied your proxy materials.

Purpose of the Special Meeting

At the special meeting, Stronghold stockholders will be asked to consider and vote on the merger proposal to approve and adopt the merger agreement, pursuant to which Merger Sub will merge with and into Stronghold, with Stronghold surviving the merger as an indirect, wholly-owned subsidiary of Bitfarms. Stronghold will transact no other business at the special meeting, except such business as may properly be brought before the special meeting or any adjournments or postponements thereof.

Recommendation of the Stronghold Board of Directors

After careful consideration, the Stronghold board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of Stronghold and the holders of Stronghold common stock, (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, (iii) directed that the merger agreement be submitted to a vote at the special meeting of the holders of Stronghold common stock and (iv) resolved to recommend that holders of Stronghold common stock vote to approve the merger proposal. The Stronghold board of directors unanimously recommends that Stronghold stockholders vote “FOR” the merger proposal. For more information, see the section entitled “The Merger Proposal — Stronghold’s Reasons for the Merger; Recommendation of the Stronghold Board of Directors.”

In considering the recommendation of the Stronghold board of directors with respect to the merger proposal, you should be aware that Stronghold’s directors and executive officers have interests that are different from, or in addition to, the interests of Stronghold stockholders generally. For more information, see the section entitled “The Merger Proposal — Interests of Stronghold’s Directors and Executive Officers in the Merger.”

Record Date and Outstanding Shares of Stronghold Common Stock

Only holders of record of Stronghold common stock as of the close of business on            , 2024, the record date, will be entitled to receive notice of, and to vote at, the special meeting or at any adjournment or postponement thereof.

As of the close of business on the record date, there were            shares of Stronghold Class A common stock and            shares of Stronghold Class V common stock issued and outstanding and entitled to vote at the special meeting. Each Stronghold stockholder is entitled to one vote for each share of Stronghold common stock owned as of the record date.

A complete list of Stronghold stockholders entitled to vote at the special meeting will be available for 10 days before the special meeting at the principal executive offices of Stronghold for inspection by any Stronghold stockholder during ordinary business hours, for any purpose germane to the special meeting.

Quorum

A majority of the shares of Stronghold common stock entitled to vote must be present virtually or by proxy at the special meeting in order to constitute a quorum. If you submit a properly executed proxy card or vote by telephone or the Internet, your shares will be considered part of the quorum.

Abstentions will be deemed present at the special meeting for the purpose of determining the presence of a quorum. Stronghold common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the bank, broker or other nominee, and Stronghold common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present at the special meeting for the purpose of determining the presence of a quorum.

If a quorum is not present or if there are not sufficient votes for the approval of the merger proposal, then Stronghold expects that the special meeting will be adjourned to solicit additional proxies. At any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

Pursuant to the terms of the voting agreement, certain stockholders of Stronghold who beneficially own approximately            % of the Stronghold common stock outstanding as of the record date have agreed to vote in favor of approving and adopting the merger agreement and approving the transactions contemplated thereby, including the merger, and against any proposal that would reasonably be expected to delay the completion of the merger. For more information, see the section entitled “The Merger Proposal — The Voting Agreement.”

Required Vote to Approve the Merger Proposal

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding Stronghold common stock entitled to vote thereon, voting together as a single class. If you fail to submit your proxy, fail to vote your shares, or fail to instruct your broker, bank or other nominee how to vote, that failure will have the same effect as a vote “AGAINST” the merger proposal. Abstentions will have the same effect as a vote “AGAINST” the merger proposal.

Adjournment

The merger agreement provides that Stronghold is required to adjourn or postpone the special meeting to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to the holders of Stronghold common stock or if, as of the time for which the special meeting is scheduled, there are insufficient shares of Stronghold common stock represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the special meeting, subject to certain exceptions. In accordance with the Stronghold by-laws, the chairman of the special meeting or holders of shares of Stronghold common stock with a majority of the voting power entitled to vote thereat shall have the power to adjourn the special meeting, whether or not a quorum is present. If the special meeting is adjourned, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

Voting by Directors and Executive Officers

As of the record date for the special meeting, the Stronghold directors and executive officers had the right to vote approximately            shares of Stronghold common stock, representing approximately            % of the shares of Stronghold common stock then outstanding and entitled to vote at the special meeting. It is expected that the Stronghold directors and executive officers who are Stronghold stockholders will vote “FOR” the merger proposal. Pursuant to the terms of the voting agreement, one of Stronghold’s directors and executive officers has agreed to vote in favor of approving and adopting the merger agreement and approving the transactions contemplated thereby, including the merger, and against any proposal that would reasonably be expected to delay the completion of the merger. For more information, see the section entitled “The Merger Proposal — The Voting Agreement.” As of December 18, 2024, Bitfarms directors and executive officers did not beneficially own any shares of Stronghold common stock and therefore are not expected to have any entitlement to vote at the special meeting.

Voting by Proxy or Virtually

Voting and Submitting a Proxy for Stronghold Common Stock Held by Holders of Record

If you are a stockholder of record of Stronghold common stock as of the record date, you may vote your shares, or authorize a proxy to vote your shares, by:

(1)    Internet, by going to the website shown on your proxy card and following the instructions outlined on the secured website using certain information provided on your proxy card or voting instruction form, thereby authorizing a proxy to vote your shares.

(2)    Telephone, if you received your proxy materials by mail, you may vote by using the toll-free number shown on your proxy card, or by following the instructions on your proxy card, thereby authorizing a proxy to vote your shares.

(3)    Written Proxy, if you received your proxy materials by mail, you may submit your written proxy by completing the proxy card enclosed with those materials and signing, dating and returning your proxy card by mail in the enclosed return envelope, which requires no additional postage if mailed in the United States, thereby authorizing a proxy to vote your shares.

(4)    Attending the Special Meeting, and voting virtually if you are a stockholder of record of Stronghold common stock or if you are a beneficial owner and have a legal proxy from the stockholder of record of Stronghold common stock.

When you submit a proxy by telephone or the Internet, your proxy is recorded immediately. We encourage you to submit your proxy using these methods whenever possible. If you submit a proxy by telephone or the Internet, please do not return your proxy card by mail.

All shares of Stronghold common stock represented by each properly executed and valid proxy received by 11:59 p.m., Eastern Time, on            , 2024 will be voted in accordance with the instructions given on the proxy. If a Stronghold stockholder executes a proxy card without giving instructions, the Stronghold common stock represented by that proxy card will be voted “FOR” each of the proposals.

Voting and Submitting a Proxy for Stronghold Common Stock Held in “Street Name”

If your shares of Stronghold common stock are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your bank, broker, or other nominee how to vote your shares of Stronghold common stock. Under the rules applicable to broker-dealers, your bank, broker or other nominee does not have discretionary authority to vote your shares on the merger proposal to be voted on at the special meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. The rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine; however, the merger proposal to be voted on at the special meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Stronghold common stock at the special meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the merger proposal.

Revocability of Proxies and Changes to a Stronghold Stockholder’s Vote

If you are a stockholder of record, you may revoke your proxy and/or change your vote by:

•        sending a written notice (bearing a date later than the date of the proxy) stating that you revoke your proxy to Stronghold at c/o Secretary, Stronghold Digital Mining, Inc., 2124 Penn Avenue, 3rd Floor, Pittsburgh, Pennsylvania 15222;

•        submitting a valid, later-dated proxy by the Internet, telephone or mail prior to your shares being voted at the special meeting; or

•        attending the special meeting and voting by ballot virtually (your attendance at the special meeting will not, without voting, revoke any proxy that you have previously given).

If you choose to revoke your proxy by written notice or submit a later-dated proxy, you must do so by 11:59 p.m., Eastern Time, on            , 2024.

If your shares are held in “street name” by your bank, broker or other nominee and you have directed such bank, broker or other nominee to vote your shares, you may instruct such bank, broker or other nominee to change your vote and follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote.

Abstentions

If you mark your proxy or voting instructions to abstain, it will have the same effect as a vote “AGAINST” the merger proposal. If no instruction as to how to vote is given (including an instruction to abstain) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” the merger proposal.

Tabulation of Votes

The inspector at the special meeting will, among other matters, determine the number of shares of Stronghold common stock represented at the special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on the merger proposal.

Solicitation of Proxies; Expenses of Solicitation

Stronghold will bear all costs and expenses in connection with the solicitation of proxies from the Stronghold stockholders. In addition to the solicitation of proxies by mail, Stronghold will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Stronghold common stock and secure their voting instructions, if necessary. Stronghold will reimburse the banks, brokers and other record holders for their reasonable expenses in taking those actions. Stronghold has also made arrangements with Mackenzie to assist in soliciting proxies and in communicating with Stronghold stockholders and estimates that it will pay them a fee of approximately $12,500 plus reasonable and documented customary out-of-pocket fees and expenses for these services. Proxies may also be solicited by Stronghold’s directors, officers and other employees through the mail or by telephone, the Internet, fax or other means, but no additional compensation will be paid to these persons.

Householding

The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. Unless Stronghold has received contrary instructions, it may send a single copy of this proxy statement/prospectus to any household at which two or more holders of Stronghold common stock reside. This process, known as “householding,” reduces the volume of duplicate information received at any one household, helps to reduce Stronghold’s printing and mailing expenses and benefits the environment. If a stockholder impacted by householding prefers to receive multiple sets of this proxy statement/prospectus at the same address, the stockholder should follow the instructions described below, and Stronghold will deliver promptly, upon written or oral request, one or more, as applicable, separate copies of this proxy statement/prospectus. Similarly, if an address is shared with another stockholder and both of the stockholders would like to receive only a single set of this proxy statement/prospectus, the stockholders should follow these instructions: If the shares of Stronghold common stock are registered in the name of the stockholder, the stockholder should notify Stronghold of its request in writing, c/o Secretary, at Stronghold Digital Mining, Inc., 2124 Penn Avenue, 3rd Floor, Pittsburgh, Pennsylvania 15222, or by telephone at 845-579-5992. A number of brokerage firms have instituted householding. If a broker holds the shares of Stronghold common stock, the stockholder should contact such broker directly. A broker will have its own procedures for stockholders who wish to receive individual copies of this proxy statement/prospectus.

Other Information

As of the date of this proxy statement/prospectus, the Stronghold board of directors knows of no other matters that will be presented for consideration at the special meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the special meeting, or any adjournments of the special meeting, that are set forth in the notice for such special meeting in accordance with the Stronghold by-laws and are proposed and are properly voted upon, the enclosed proxies will give the individuals that Stronghold stockholders name as proxies discretionary authority to vote the shares represented by these proxies as to any of these matters.

The matters to be considered at the special meeting are of great importance to Stronghold stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this proxy statement/prospectus and submit your proxy by telephone or the Internet or complete, date, sign and promptly return the enclosed proxy in the enclosed postage-paid envelope. If you submit your proxy by telephone or the Internet, you do not need to return the enclosed proxy card.

Assistance

If you need assistance in completing your proxy card, have questions regarding the special meeting, or would like additional copies, without charge, of this proxy statement/prospectus, please contact Stronghold’s proxy solicitor, Mackenzie, at:

Mackenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Call Toll-Free: (800) 322-2885

E-mail: proxy@mackenziepartners.com

THE MERGER PROPOSAL

This section of this proxy statement/prospectus describes the various aspects of the merger and related matters. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A-1 (the initial merger agreement) and Annex A-2 (amendment no. 1), for a more complete understanding of the merger. In addition, important business and financial information about each of Stronghold and Bitfarms is included in or incorporated by reference into this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.”

Transaction Structure

The merger agreement provides that, subject to the terms and conditions of the merger agreement, at the effective time, Merger Sub, an indirect, wholly-owned subsidiary of Bitfarms, will merge with and into Stronghold. As a result, Stronghold will survive the merger as an indirect, wholly-owned subsidiary of Bitfarms. In addition, the merger agreement provides that, immediately prior to and conditioned on the effective time, Stronghold shall effect the conversion and the exchanges. The terms and conditions of the merger are contained in the merger agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A-1 (the initial merger agreement) and Annex A-2 (amendment no. 1). You are encouraged to read the merger agreement carefully, as it is the legal document that governs the merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement.

Merger Consideration

Under the terms of the merger agreement, if the merger is completed, each share of Stronghold Class A common stock issued and outstanding immediately prior to the effective time after giving effect to the exchanges and the conversion, will be automatically converted into the merger consideration.

Based on the number of shares of Stronghold Class A common stock outstanding as of             , 2024, as adjusted to give effect to the exchanges and the conversion, Bitfarms will issue approximately             Bitfarms common shares to Stronghold stockholders at the effective time pursuant to the merger agreement. The actual number of Bitfarms common shares to be issued pursuant to the merger agreement will be determined at the effective time based on the exchange ratio, the number of shares of Stronghold Class A common stock outstanding at such time and the number of Stronghold stock options, other equity-based awards and warrants. Based on the number of shares of Stronghold Class A common stock outstanding as of            , 2024, as adjusted to give effect to the exchanges and the conversion, and the number of Bitfarms common shares outstanding as of             , 2024, immediately after completion of the merger, former Stronghold stockholders would own approximately             % of the then outstanding Bitfarms common shares.

Based on the closing price of Bitfarms common shares on Nasdaq on August 20, 2024, the last full trading day before the announcement of the merger agreement, the per share value of Stronghold Class A common stock implied by the merger consideration was $5.95. Based on the closing price of Bitfarms common shares on Nasdaq on             , 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the per share value of Stronghold Class A common stock implied by the merger consideration was $            . The implied value of the merger consideration will fluctuate, however, as the market price of Bitfarms common shares fluctuates, because the merger consideration that is payable per share of Stronghold Class A common stock is a fixed number of Bitfarms common shares. As a result, the value of the merger consideration that Stronghold stockholders will receive upon the completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the special meeting. Accordingly, you are encouraged to obtain current stock price quotations for Stronghold Class A common stock and Bitfarms common shares before deciding how to vote with respect to the approval of the merger agreement. Stronghold Class A common stock trades on Nasdaq under the ticker symbol “SDIG” and Bitfarms common shares trade on Nasdaq and the TSX under the ticker symbol “BITF.” The price of Bitfarms common shares on Nasdaq is reported in U.S. dollars, while the price of Bitfarms common shares on the TSX is reported in Canadian dollars.

Background of the Merger

The Stronghold board of directors, together with Stronghold senior management, regularly reviews and assesses Stronghold’s performance, strategy, financial position, opportunities and risks in light of current business and economic conditions and developments in the cryptocurrency and power industries, in each case across a range of scenarios and potential future developments. Set forth below is a detailed summary of the key events, meetings and decisions that led the Stronghold board of directors to approve the execution of the merger agreement on August 20, 2024, as amended by amendment no. 1 on September 12, 2024. The following summary does not purport to catalogue every conversation among representatives of Stronghold, Bitfarms and other parties.

In the summer of 2021, Stronghold discussed a potential merger and acquisition (“M&A”) transaction with several parties, including Bitfarms. However, discussions between Stronghold and potential M&A counterparties, including Bitfarms, ultimately ceased in the summer of 2021, when Stronghold decided to proceed with an initial public offering instead of an M&A transaction.

On October 20, 2021, Stronghold completed its initial public offering of Stronghold Class A common stock (the “IPO”). In the years following the IPO, the cryptocurrency industry experienced significant setbacks, including in connection with the bankruptcies of FTX Trading Ltd., Three Arrows Capital, Voyager Digital and Celsius Network, among others. Stronghold, in particular, also experienced financial and operational difficulties during this period, and as a result, the price of the Stronghold Class A common stock declined significantly over the course of 2022 and 2023.

On February 17, 2022, at a meeting of the Bitfarms board of directors, the Bitfarms board of directors considered Stronghold as a potential candidate for a strategic merger and directed Bitfarms’ management to initiate preliminary due diligence on Stronghold, and on April 6, 2022, Gregory Beard (Chief Executive Officer), Thomas B. Tyree III (Senior Vice President, Finance & Corporate Development) and Christian Ocampo (Director, Finance & Corporate Development) of Stronghold and Emiliano Grodzki (then-current Chief Executive Officer), Geoff Morphy (then-current Chief Operating Officer and President), Benjamin Gagnon (then-current Chief Mining Officer) and Philippe Fortier (then-current Vice President of Special Projects) of Bitfarms met to re-engage and discuss a potential business combination, resulting in the execution of a mutual non-disclosure agreement between Stronghold and Bitfarms in June 2022, which did not include a standstill or “don’t ask, don’t waive” provision.

Messrs. Beard and Tyree of Stronghold and Mr. Gagnon of Bitfarms met again in June 2022 to further discuss the merits of a potential business combination. Also in June 2022, Stronghold executed a mutual non-disclosure agreement with Party A, a publicly traded Bitcoin mining company, which did not include a standstill or “don’t ask, don’t waive” provision, to discuss a potential combination transaction. Shortly thereafter, however, Stronghold decided to focus on amending its existing debt agreements and put discussions with Bitfarms and Party A on hold.

In September 2022, Stronghold was contacted by an investment bank regarding the sell-side process of Party B, a privately held digital assets mining company. Over the next several months, Stronghold and Party B engaged in discussions regarding an acquisition of Party B by Stronghold before discussions paused for a brief period. Messrs. Beard, Tyree, Ocampo and Matthew J. Smith (then-current Chief Financial Officer of Stronghold) represented Stronghold in such discussions.

In November 2022, Messrs. Beard, Smith, Tyree and Ocampo of Stronghold contacted Party C, a publicly traded Bitcoin mining company, about a potential partnership. Stronghold and Party C entered into a non-disclosure agreement on November 18, 2022, which did not include a standstill or a “don’t ask, don’t waive” provision. In December 2022, both parties agreed to discuss a potential business combination at a later date.

In February 2023, Stronghold and Party B re-engaged to discuss a purchase of Party B’s miners in exchange for Stronghold equity. Stronghold and Party B entered into a non-disclosure agreement on March 17, 2023, which did not include a standstill or a “don’t ask, don’t waive” provision. Messrs. Beard, Smith, Tyree, Ocampo and Matthew C. Usdin (Senior Vice President, General Counsel of Stronghold) represented Stronghold in the discussions. However, later in March 2023, the parties could not agree to terms and discussions ended.

Also in March 2023, Stronghold sent a non-binding letter of intent for a business combination with Party C, and Messrs. Smith and Ocampo conducted site visits at Party C’s locations. However, Stronghold ended discussions with Party C after a preliminary due diligence period.

In May 2023, Messrs. Smith and Ocampo of Stronghold met with the management of Party A to discuss potential partnership opportunities, including, among others, a merger. However, Stronghold and Party A agreed to pause discussions while Party A pursued a different strategic transaction.

In October 2023, members of the Stronghold and Party A management teams re-engaged and agreed to discuss a potential business combination in early 2024. The Stronghold management team included Messrs. Beard, Smith, Tyree and Ocampo.

Over the course of 2023, Mr. Beard of the Stronghold management team and Mr. Morphy of the Bitfarms management team remained in touch and had several discussions regarding the state of the industry and other matters, including exploring a potential combination of the two companies in the future. In December 2023, Mr. Beard of the Stronghold management team and Mr. Morphy of the Bitfarms management team agreed to set up a formal discussion in January 2024 to explore a business combination.

In early January 2024, in light of upcoming discussions with Bitfarms and Party A, and anticipating that the Stronghold board of directors may determine to launch a broad strategic review process in early 2024, Stronghold management began preparing for a potential strategic review process, including interviewing potential financial advisors to assist with such a process.

On January 8, 2024, Stronghold and Bitfarms entered into a new mutual non-disclosure agreement, which was based on the same form as the non-disclosure agreement executed by Stronghold and Bitfarms in June 2022. Following execution of the non-disclosure agreement, Stronghold and Bitfarms exchanged diligence information and held an initial call between the management teams on January 11, 2024. Stronghold’s and Bitfarms’ full management teams participated in the call.

On January 11, 2024, Messrs. Beard, Smith Tyree and Ocampo of the Stronghold management team held a meeting with the management team of Party A to discuss a potential business combination. Over the next several weeks, Stronghold and Party A periodically discussed preliminary information and explored high-level details of a potential transaction.

On January 23, 2024, Messrs. Smith, Richard J. Shaffer (Senior Vice President, Asset Manager & Environmental Lead), Jeffrey Campbell (Lead Engineer), Tyree and Ocampo of the Stronghold management team and Messrs. Benoit Gobeil (Senior Vice President – Operations & Infrastructure), Gagnon and Fortier of the Bitfarms management team met at the Scrubgrass Plant and the Panther Creek Plant for site visits.

On January 24, 2024, the Stronghold board of directors held a special meeting attended by representatives of Stronghold management. During the meeting, the Stronghold board of directors formally initiated a strategic review process. In addition, following a review of information regarding potential financial advisors for the process, the Stronghold board of directors approved the engagement of Cohen & Co. Capital Markets as Stronghold’s financial advisor, which Stronghold later documented through an engagement letter executed with Cohen & Co. Capital Markets on January 30, 2024.

On January 30, 2024, Stronghold management, including Messrs. Beard, Smith (attending virtually), Tyree and Ocampo, held an in-person meeting with the Bitfarms board of directors and Messrs. Jeffrey Lucas (Chief Financial Officer), Gagnon, Gobeil and Fortier of the Bitfarms management team at the New York City office of Cohen & Co. Capital Markets to present information on Stronghold’s business.

Over the course of the spring and summer 2024, Cohen & Co. Capital Markets, on behalf of Stronghold, contacted a total of 163 counterparties (including Bitfarms and Parties A through M) to gauge interest in a potential transaction, including public and private companies, Bitcoin miners, various types of data center operators and developers, power companies and credit providers. During this time, Stronghold executed confidentiality agreements with, and granted data room access to, 40 parties. The majority of the confidentiality agreements included a standstill and “don’t ask, don’t waive” provision, but each such agreement included a carve out to such provisions for the submission of private proposals or requests to the Stronghold board of directors. In addition, Stronghold management held meetings with 22 of such parties during this period.

On February 9, 2024, Mr. Fortier of Bitfarms contacted Cohen & Co. Capital Markets and stated that Bitfarms expected to submit a non-binding proposal to acquire Stronghold in late February.

Also on February 9, 2024, Cohen & Co. Capital Markets held a call with representatives from Party D, a privately held Bitcoin mining company, to discuss a potential transaction. Two days later, on February 11, 2024, Stronghold executed a non-disclosure agreement with Party D, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors.

On February 12, 2024, Cohen & Co. Capital Markets held a call with representatives from Party E, a privately held Bitcoin mining company, to discuss a potential transaction. The next day, on February 13, 2024, Stronghold executed a non-disclosure agreement with Party E, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors. Over the next few weeks, Cohen & Co. Capital Markets shared certain diligence information with Party E.

Also on February 12, 2024, Mr. Beard called the chief executive officer of Party F, a privately held Bitcoin financial services company, to discuss a potential business combination. Over the next few days, Cohen & Co. Capital Markets contacted representatives of Party F and shared information regarding Stronghold and a potential transaction.

On February 14, 2024, Mr. Beard met with representatives from Party D. Over the next few weeks, Cohen & Co. Capital Markets discussed a potential transaction with Party D and shared certain diligence information.

On February 15, 2024, the Stronghold board of directors held a special meeting, attended by Stronghold management and representatives of Cohen & Co. Capital Markets and Vinson & Elkins L.L.P. (“V&E”), Stronghold’s primary outside legal counsel. During the meeting, representatives of Cohen & Co. Capital Markets reviewed a process summary and illustrative timeline, in addition to certain financial and operating metrics of Stronghold compared to peer companies. Stronghold management and Cohen & Co. Capital Markets also provided the Stronghold board of directors with an update on discussions held with potential counterparties to date. In addition, representatives of V&E reviewed with the Stronghold board of directors a summary of directors’ fiduciary duties in considering strategic alternatives.

On February 15, 2024, Stronghold executed a non-disclosure agreement with Party G, a publicly traded Bitcoin mining company, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors.

On February 16, 2024, Stronghold executed an engagement letter with V&E to serve as Stronghold’s primary legal advisor for the strategic review process.

On February 20, 2024, Stronghold executed a non-disclosure agreement with Party F, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors.

On February 21, 2024, Mr. Fortier of the Bitfarms management team notified Cohen & Co. Capital Markets that Bitfarms had decided to pass on the opportunity and would no longer be submitting a bid to acquire Stronghold. Despite formal merger discussions being put on hold, Cohen & Co. Capital Markets and Mr. Fortier continued to discuss a potential transaction, including feedback from Bitfarms’ board of directors.

On February 27, 2024, Cohen & Co. Capital Markets held a call with representatives from Party A to discuss the process and to share preliminary information.

On February 29, 2024, Stronghold executed a non-disclosure agreement with Party H, a publicly traded Bitcoin mining company, which did not include a standstill provision.

Also on February 29, 2024, Stronghold executed a non-disclosure agreement with Party A, superseding the non-disclosure agreement between Stronghold and Party A from June 2022, and which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors. After this date, Party A was provided additional diligence information; however, discussions ultimately ceased due to challenges facing Party A’s business.

On March 5, 2024, the Stronghold board of directors held a regular meeting, attended by representatives of Stronghold management. During the meeting, the Stronghold board of directors received an update from Stronghold’s management team on the strategic review process.

Also on March 5, Party E communicated to Cohen & Co. Capital Markets that its board of directors may not be open to moving forward with a transaction at that time, but that it would be willing to discuss a possible transaction further.

In early March 2024, several parties indicated an interest in making a proposal to acquire only Stronghold’s Bitcoin mining assets. Stronghold management and Cohen & Co. Capital Markets began engaging with such parties on a potential asset transaction.

On March 7, 2024, representatives from Stronghold, including Messrs. Beard, Smith, Tyree, Ocampo and Usdin, and Cohen & Co. Capital Markets met with Party H to discuss a potential transaction. Over the next several weeks, the parties shared diligence information and explored the details of a potential transaction.

On March 11, 2024, Stronghold executed a non-disclosure agreement with Party I, a publicly traded Bitcoin mining company, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors.

On March 12, 2024, Cohen & Co. Capital Markets discussed a potential business combination with representatives from Party E. Party E informed Cohen & Co. Capital Markets that it was continuing to evaluate the transaction and that it would schedule a call to discuss with Cohen & Co. Capital Markets the following week.

Also on March 12, 2024, the chief executive officer of Party F contacted Cohen & Co. Capital Markets to inquire about the status of Stronghold’s strategic review. Cohen & Co. Capital Markets scheduled a call to discuss further with that executive.

On March 15, 2024, Stronghold executed a non-disclosure agreement with Party J, a publicly traded Bitcoin mining company, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors.

On March 21, 2024, Stronghold executed a non-disclosure agreement with Party K, a privately held Bitcoin mining company, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors. That same day, members of Stronghold management, including Messrs. Beard, Smith, Tyree, Ocampo and Usdin, met with representatives from Party I to discuss a potential transaction.

Also on March 21, 2024, Party E informed Cohen & Co. Capital Markets that it was not interested in exploring a transaction with any company at this time, including Stronghold.

On March 26, 2024, members of Stronghold management, including Messrs. Beard, Smith, Tyree, Ocampo and Usdin, held a call with representatives from Party D.

On March 27, 2024, representatives from Cohen & Co. Capital Markets had dinner with a representative from Party L, a publicly traded Bitcoin mining company. At this meeting, representatives from Cohen & Co. Capital Markets provided information regarding Stronghold and shared a draft non-disclosure agreement. Two days later, on March 29, 2024, Stronghold and Party L executed the non-disclosure agreement, which included a standstill and “don’t ask, don’t waive” provision with a carve out for the submission of private proposals or requests to the Stronghold board of directors. Over the coming weeks, Cohen & Co. Capital Markets and Stronghold provided Party L with certain diligence information.

On April 1, 2024, representatives from Stronghold, including Messrs. Beard, Smith, Tyree, Ocampo and Usdin, and Party H held a call. During this call, Party H expressed its interest in purchasing only Stronghold’s Bitcoin mining assets.

On April 5, 2024, Party D declined to pursue a potential transaction with Stronghold. Although Party D later asked for additional information to evaluate a transaction further, discussions did not progress.

On April 12, 2024, Stronghold received a non-binding indication of interest from Party G to acquire Stronghold’s Bitcoin mining assets at a purchase price of $90 million, with consideration to be paid in the form of Party G stock (the “April 12 Proposal”).

On April 15, 2024, Cohen & Co. Capital Markets contacted Party H and provided additional information relating to Stronghold. Party H reaffirmed that it was only interested in an acquisition of Stronghold’s Bitcoin mining assets.

Also on April 15, 2024, Mr. Fortier of Bitfarms management contacted Cohen & Co. Capital Markets to re-engage with members of Stronghold management. That same day, Cohen & Co. Capital Markets initiated email communication connecting Mr. Fortier of Bitfarms management with Messrs. Tyree and Ocampo of Stronghold management, and the parties agreed to meet on April 23, 2024 to discuss a potential transaction between the two companies.

In early 2024, Bitfarms received expressions of interest from two third parties (“Interested Party A” and “Interested Party B”) regarding potential transactions involving Bitfarms. As discussions with Interested Party A and Interested Party B progressed, Bitfarms entered into customary non-disclosure agreements with each party in the first half of April, with each agreement including a customary standstill provision.

In response to these unsolicited expressions of interest and in consideration of how the discussions were progressing, the Bitfarms board of directors decided it would be appropriate to establish a committee comprised of independent directors. Accordingly, on April 16, 2024, the Bitfarms board of directors formed the Bitfarms Special Committee consisting of Brian Howlett (Chair of the Bitfarms Special Committee), Edith Hofmeister and Andres Finkielsztain to consider unsolicited proposals from third parties with respect to an acquisition, merger or other transaction related to the business activities of Bitfarms or certain of its assets and acquisitions of other companies. The Bitfarms Special Committee engaged its own independent advisors, including, among others, Moelis & Company LLC (“Moelis”) as its independent financial advisor and McMillan LLP (“McMillan”) and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as its independent legal advisors.

On April 18, 2024, Mr. Beard met separately with a member of Party H’s management team and with members of Party L’s management team.

On April 22, 2024, in addition to the unsolicited proposals Bitfarms received from Interested Party A and Interested Party B, Riot submitted the non-binding April 22 Riot Proposal to the Bitfarms board of directors offering to acquire 100% of the Bitfarms common shares at a price of $2.30 per Bitfarms common share for consideration consisting of a combination of cash and Riot common stock.

On April 23, 2024, Mr. Tyree of Stronghold management and Mr. Fortier of Bitfarms management met in Miami, Florida. Later that day, Mr. Fortier engaged with Messrs. Beard and Ocampo to discuss a transaction whereby Bitfarms would acquire certain assets of Stronghold.

On April 24, 2024, Stronghold management, including Messrs. Beard, Smith, Tyree, Ocampo and Usdin, held a meeting with management of Party G to discuss the April 12 Proposal. During the meeting, Stronghold management conveyed its view that the April 12 Proposal undervalued Stronghold’s Bitcoin mining assets and encouraged Party G to increase its valuation.

On April 25, 2024, members of Stronghold management, including Messrs. Tyree and Ocampo, and members of Bitfarms management, including Mr. Fortier, met again to discuss a potential business combination, and identified further business synergies which would increase the operational value of a potential transaction.

On May 1, 2024, the Stronghold board of directors held a regularly scheduled meeting, attended by representatives of Stronghold management. During this meeting, representatives of Stronghold management gave the Stronghold board of directors an update on the strategic review process. The Stronghold board of directors and Stronghold management discussed a potential sale of only Stronghold’s Bitcoin mining assets, including the April 12 Proposal from Party G, determining that such transaction should continue to be explored but noting that it would carry significant execution risk and leave Stronghold with only the Scrubgrass Plant and the Panther Creek Plant after closing. The Stronghold board of directors also discussed the pros and cons of publicly announcing that the Stronghold board of directors was reviewing strategic alternatives, with management relaying guidance it had received from Cohen & Co. Capital Markets and V&E prior to the meeting. Ultimately, the Stronghold board of directors concluded that a public announcement of a strategic review process would result in more interest in a potential transaction from potential buyers and instructed management to make such an announcement in Stronghold’s first quarter earnings press release to be issued the following day.

On May 2, 2024, Stronghold announced its first quarter 2024 operating and financial results. In the earnings release, Stronghold announced that the Stronghold board of directors had initiated a formal strategic review process, which involved considering a wide range of alternatives to maximize shareholder value, including, but not limited to, the sale of all or part of Stronghold, or another strategic transaction involving the sale of some, or all of, the assets of Stronghold.

On May 8, 2024, Bitfarms responded to the April 22 Riot Proposal, advising Riot that the premium offered pursuant to the April 22 Riot Proposal was too low, but Bitfarms would be interested in having meaningful discussions with Riot in respect of Riot’s offer. Following Bitfarms’ response, Bitfarms and Riot did not further engage in any material discussions regarding a potential merger transaction between the parties.

On May 10, 2024, Stronghold received an email from Party K including an illustrative framework for a business combination between Stronghold and Party K, which implied an enterprise value for Stronghold of $138 million. Following the submission of this framework, Stronghold and Party K further analyzed the details of a potential transaction, with discussions ultimately ceasing due to the low likelihood of execution and uncertainty around structure and the type of consideration. Messrs. Beard, Smith, Tyree and Ocampo represented Stronghold in these discussions.

On May 14, 2024, Stronghold received a revised non-binding proposal from Party G to acquire Stronghold’s Bitcoin mining assets at a purchase price of $100 million, with consideration to be a combination of cash and stock of Party G. In the weeks following this proposal, Cohen & Co. Capital Markets and the financial advisor for Party G discussed the proposal and exchanged valuation information in an attempt to get Party G to further increase the valuation in its proposal.

Also on May 14, 2024, Mr. Fortier of Bitfarms management notified Messrs. Tyree and Ocampo of Stronghold management that Bitfarms was interested in re-engaging with Stronghold on a potential transaction, including a potential acquisition of Stronghold’s Bitcoin mining assets.

Also on May 14, 2024, representatives from Cohen & Co. Capital Markets and Party I discussed and exchanged information regarding a potential transaction with Stronghold. Two days later, on May 16, 2024, representatives from Party I contacted Cohen & Co. Capital Markets to schedule further discussions.

On May 16, 2024, Cohen & Co. Capital Markets spoke to a member of Party H’s management team regarding a potential transaction between the two companies. A few days later, Party H proposed a transaction structure by which Party H would acquire the mining assets of Stronghold, and Stronghold would acquire Party H’s power plants. Discussions ceased following this proposal.

On May 21, 2024, the Stronghold board of directors held a special meeting, attended by representatives of Stronghold management and Cohen & Co. Capital Markets. During this meeting, representatives of Cohen & Co. Capital Markets reviewed the terms of the non-binding proposals received to date. Given the valuations and preliminary nature of each of the non-binding proposals, the Stronghold board of directors instructed Cohen & Co. Capital Markets to continue seeking offers for Stronghold as a whole and/or only Stronghold’s Bitcoin mining assets.

On May 22, 2024, Cohen & Co. Capital Markets sent a bid letter and financial information to Party I. The next day, Cohen & Co. Capital Markets spoke to a representative of Party I via telephone, and Party I conveyed that it would not be pursuing a potential acquisition of Stronghold further.

Also on May 22, 2024, Cohen & Co. Capital Markets sent a letter to Bitfarms requesting a preliminary, non-binding proposal for an acquisition of or strategic combination with Stronghold, following which Stronghold and Bitfarms continued to engage in negotiations regarding a potential business combination.

On May 23, 2024, Party G notified Cohen & Co. Capital Markets that it was not in a position to increase its proposal and would be dropping out of the bid process.

On May 28, 2024, Stronghold executed a non-disclosure agreement with Party M, a publicly traded Bitcoin mining company, which did not include a standstill provision.

On May 28, 2024, Riot publicly announced: (i) the terms of the April 22 Riot Proposal, (ii) its intention to requisition a special meeting of Bitfarms’ shareholders to “add new, well-qualified and independent directors” to the Bitfarms board of directors and (iii) that it had acquired 9.25% of the issued and outstanding Bitfarms common shares.

On May 28, 2024, Riot filed a Form 62-103F1 Required Disclosure under the Early Warning Requirements (“Form 62-103F1”) disclosing that Riot beneficially owned 39,858,700 Bitfarms common shares, representing approximately 10.00% of the issued and outstanding Bitfarms common shares as at the date thereof.

On May 29, 2024, Bitfarms announced that after careful consideration of the April 22 Riot Proposal, the Bitfarms Special Committee determined that the proposal significantly undervalued Bitfarms and its growth prospects. Bitfarms also announced that the Bitfarms Special Committee was conducting a thorough strategic alternatives review process to ensure it achieved maximum shareholder value, which alternatives could include, among others, continuing to execute on Bitfarms’ business plan, a strategic business combination or other strategic transaction, or a sale of Bitfarms.

During May and June 2024, Stronghold received preliminary financing term sheets from three parties; however, none advanced past the term sheet stage due to the unfavorable terms and significant execution and timing risks associated with each proposal.

On June 1, 2024, Stronghold received a non-binding letter of intent from Bitfarms to acquire Stronghold’s Bitcoin mining assets for a purchase price of $120 million, consisting of $75 million in Bitfarms stock and $45 million assumption of Stronghold debt. Over the next several weeks, Stronghold management and Cohen & Co. Capital Markets had a number of discussions with Bitfarms and Moelis, and in connection with such discussions provided Bitfarms with information to support significant value creation to Bitfarms at higher purchase prices, including opportunities to upgrade Stronghold’s current fleet of mining equipment, expansion opportunities available via access to power from the grid, new demand response opportunities, and information regarding the value of Stronghold’s current equipment inventory.

On June 5, 2024, Riot filed a Form 62-103F1 disclosing that Riot beneficially owned 47,830,440 Bitfarms common shares, representing approximately 12.00% of the issued and outstanding Bitfarms common shares as at the date thereof.

On June 6, 2024, Party L informed Cohen & Co. Capital Markets that it declined to pursue a transaction further with Stronghold.

On June 7, 2024, Stronghold received a non-binding proposal from Party M for a portion of Stronghold’s assets at a purchase price range of $69 to $86 million in cash. Separately, a representative of Party M orally indicated to Cohen & Co. Capital Markets that Party M may be able to increase its offer to a purchase price of $125 million for Stronghold’s Bitcoin mining assets.

On June 10, 2024, Stronghold received an updated non-binding letter of intent from Bitfarms to acquire Stronghold’s Bitcoin mining assets at a purchase price of $140 million, consisting of $95 million in Bitfarms common shares and $45 million of assumption of Stronghold debt.

Also on June 10, 2024, Stronghold received a non-binding proposal from Party J to acquire Stronghold’s Bitcoin mining assets at an enterprise value of $100 million, consisting of an unspecified mix of cash and stock of Party J.

Also on June 10, 2024, Bitfarms adopted a shareholder rights plan pursuant to a shareholder rights plan agreement entered into with TSX Trust Company, as rights agent, dated June 10, 2024 (the “Original Rights Plan”).

On June 13, 2024, Riot filed a Form 62-103F1 disclosing that Riot beneficially owned 57,627,036 Bitfarms common shares, representing approximately 14.00% of the issued and outstanding Bitfarms common shares as at the date thereof.

On June 14, 2024, Party J spoke to Cohen & Co. Capital Markets and made an oral offer for Stronghold’s Bitcoin mining assets at a purchase price of $110 million, with consideration in the form of cash, stock or a mix of both to be determined.

On June 18, 2024, representatives of Party M conducted site visits to the Scrubgrass Plant and the Panther Creek Plant.

On June 18, 2024, Stronghold received an updated non-binding letter of intent from Bitfarms to acquire substantially all of Stronghold’s Bitcoin mining assets at a purchase price of $150 million, consisting of $100 million in Bitfarms common shares and $50 million for the assumption of Stronghold’s debt. The $100 million of stock consideration was subject to a reduction of $0 to $10 million, depending on the total aggregate power proven to be available at the Scrubgrass Plant and the Panther Creek Plant as of the closing of such proposed transaction. The non-binding letter of intent also included a 60-business day exclusivity period during which Stronghold was prohibited from entering into any agreement, letter of intent or similar arrangement with respect to Stronghold’s Bitcoin mining assets with other parties, and expressly provided that the exclusivity period would not apply to Stronghold’s power plant assets.

In the days leading up to the meeting of the Stronghold board of directors on June 24, 2024, Cohen & Co. Capital Markets contacted each remaining interested party in an attempt to get each party to submit new proposals at higher, more competitive valuations. Ultimately, none of the remaining interested parties increased their proposals.

On June 24, 2024, the Stronghold board of directors held a special meeting, attended by representatives of Stronghold management, Cohen & Co. Capital Markets and V&E. During this meeting, the Stronghold board of directors reviewed information with respect to bids received during the process. Following a review and discussion of such information, the Stronghold board of directors determined that the Bitfarms bid was the best transaction for Stronghold to pursue and authorized the execution of the non-binding letter of intent with Bitfarms.

Also on June 24, 2024, Riot filed an application with the Capital Markets Tribunal of the Ontario Securities Commission (the “Tribunal”) requesting, among other things, that the Tribunal make an order to cease trading with immediate effect all securities issued, or that may be issued, pursuant to the Original Rights Plan in accordance with the Tribunal’s public interest jurisdiction. On the same day, Riot submitted its requisition for a special meeting of Bitfarms shareholders, seeking to replace a majority of the incumbent Bitfarms board of directors with the three of its own nominees.

Also on June 24, 2024, Riot filed a Form 62-103F1 disclosing that Riot beneficially owned 61,331,631 Bitfarms common shares, representing approximately 14.90% of the issued and outstanding Bitfarms common shares as at the date thereof.

On June 25, 2024, Stronghold and Bitfarms executed the non-binding letter of intent, which contained substantially the same terms as the non-binding letter of intent submitted by Bitfarms on June 18, 2024, except that the exclusivity period was shortened to 45 business days (the “June 25 Bitfarms LOI”). Following execution of the June 25 Bitfarms LOI, Stronghold and its representatives ceased discussions with the other interested parties and engaged in exclusive discussions with Bitfarms.

On June 27, 2024, Fanny Philip was appointed to the Bitfarms board of directors as an independent director. Ms. Philip’s appointment to the Bitfarms board of directors followed a comprehensive search performed by the Bitfarms Special Committee. The Bitfarms board of directors’ decision to appoint Ms. Philip was made independently of Riot.

On July 3, 2024, V&E sent Skadden an initial draft purchase agreement for the purchase of Stronghold’s Bitcoin mining assets by Bitfarms.

On July 8, 2024, Bitfarms announced the appointment of Ben Gagnon as Chief Executive Officer. Mr. Gagnon’s appointment was the result of a comprehensive search and evaluation process conducted over several months by an independent search committee comprised of independent members of the Bitfarms board of directors and chaired by Ms. Hofmeister. The Bitfarms board of directors’ decision to appoint Mr. Gagnon was made independently of Riot.

Over the next several weeks, Stronghold and Bitfarms exchanged diligence information and engaged in further discussions regarding a transaction, including the possibility of Bitfarms acquiring all of Stronghold (a “WholeCo Acquisition”). The parties also discussed how much value should be attributed to Stronghold’s plants and associated real estate in a WholeCo Acquisition if it were pursued. During this time, Messrs. Fortier and Harry Harsimrat (Corporate Development Senior Associate) of Bitfarms and Bitfarms’ consultants also visited the Scrubgrass Plant and the Panther Creek Plant.

The hearing before the Tribunal with respect to the Original Rights Plan took place over July 22 and 23, 2024, and on July 24, 2024, the Tribunal released its decision to cease trade the Original Rights Plan. Subsequently, Bitfarms adopted a revised shareholder rights plan pursuant to a shareholder rights plan agreement entered into with TSX Trust Company, as rights agent, dated July 24, 2024 (the “Revised Rights Plan”).

Also on July 24, 2024, Mr. Beard met with a member of Party H’s management team regarding the potential sale of the Scrubgrass Plant and the Panther Creek Plant to Party H.

Also on July 24, 2024, Mr. Gagnon called Mr. Beard, stating that Bitfarms desired to proceed with a WholeCo Acquisition at an enterprise value of $175 million, with the increase in consideration from the June 25 Bitfarms LOI due to Bitfarms also acquiring the Scrubgrass Plant and the Panther Creek Plant, transmission lines, substations and associated real estate in a WholeCo Acquisition.

Over the next week, Stronghold, Bitfarms and their respective advisors engaged in a series of discussions regarding an all-stock, WholeCo Acquisition, including, among others, the structure of such a transaction, the treatment of Stronghold’s debt and the treatment of the TRA in such a transaction. In addition, V&E began preparing a draft merger agreement providing for a WholeCo Acquisition.

On July 25, 2024, Stronghold engaged Blake, Cassels & Graydon LLP to serve as Stronghold’s Canadian counsel in connection with the potential Bitfarms transaction.

On July 29, 2024, the Stronghold board of directors held a special meeting, attended by Stronghold management and representatives of Cohen & Co. Capital Markets and V&E. During the meeting, Stronghold management provided the Stronghold board of directors with an update regarding the potential transaction with Bitfarms. The Stronghold board of directors and meeting participants also discussed the Bitfarms transaction compared to other potential alternatives, including remaining a standalone company. Also at the meeting, representatives of Cohen & Co. Capital Markets reviewed with the Stronghold board of directors certain preliminary financial information, including with respect to trading metrics and comparable transactions. In addition, the Stronghold board of directors reviewed and discussed projections prepared by Stronghold management in connection with the transaction. Further, a representative of V&E reviewed with the Stronghold board of directors a summary of directors’ fiduciary duties in considering the Bitfarms transaction. A representative of V&E also reviewed with the Stronghold board of directors a summary of the initial draft merger agreement prepared by V&E and Stronghold management, which the Stronghold board of directors instructed V&E to send to Skadden following the meeting.

Following the Stronghold board of directors meeting on July 29, 2024, V&E sent an initial draft merger agreement to Skadden. The draft merger agreement provided for, among other things, (1) a fixed exchange ratio, (2) a reverse termination fee of $25 million payable by Bitfarms in the event Bitfarms failed to close when required under the agreement, which fee would be in addition to any other damages suffered by Stronghold in the event of Bitfarms’ fraud or willful breach of the agreement (the “Bitfarms reverse termination fee”), (3) a right of Stronghold to terminate the agreement in order to enter into a definitive agreement with respect to a superior proposal, if applicable (the “superior proposal termination right”), (4) a termination fee of $3.75 million, in the event the agreement is terminated due to a change of recommendation or due to Stronghold exercising the superior proposal termination right (the “Stronghold termination fee”) and (5) customary closing conditions, including with respect to the accuracy of each parties’ representations and warranties (subject to certain materiality qualifiers) and the performance in all material respects of each parties’ obligations required to be performed at or prior to the closing. Also at this time, Stronghold proposed an exchange ratio of 2.436 Bitfarms common shares for each share of Stronghold Class A common stock.

Over the next several weeks, the Stronghold and Bitfarms management teams continued to exchange diligence information, including financial projections prepared by each party. The parties and their advisors also held mutual diligence calls as each party continued to evaluate the potential transaction.

From July 30, 2024 to August 1, 2024, Messrs. Beard and Tyree of Stronghold management met Messrs. Pedro Goglino (Director of Corporate Development), Nicolás Vilchez (Director, Bitfarms Operating Way — Operations), Gabriel Lamas (Director of Operations & Infrastructure), Gobeil and Gagnon of Bitfarms management for site visits to Bitfarms’ Latin American facilities in Río Cuarto, Argentina and Paso Pe, Villarrica and Yguazú, Paraguay.

On August 1, 2024, Mr. Ocampo of Stronghold management also met Messrs. Fortier and Sebastien Ouellet (Director of Logistics and Mining Operations) of Bitfarms management for site visits to Bitfarms’ Québec, Canada facilities in Sherbrooke, Cowansville and Farnham.

Also on August 1, 2024, Mr. Beard, on behalf of Q Power, and William Spence, in his personal capacity, the holders under the TRA, notified Stronghold that, in order to help facilitate the transaction, they intended to agree to terminate the TRA at the closing of the Bitfarms transaction and to waive their right to an early termination payment under the TRA, which an advisor to Stronghold had estimated would equal approximately $15 million in the aggregate. Following Messrs. Beard and Spence notifying Stronghold of this intent, V&E began drafting a “TRA Waiver and Termination Agreement” to memorialize the termination of the TRA and waiver of the early termination payment, which in each case would be conditioned upon the closing of the Bitfarms transaction.

On August 2, 2024, Skadden sent a revised merger agreement to V&E. The revised merger agreement, among other things, (1) accepted the fixed exchange ratio concept, at a value to later be agreed upon between Bitfarms and Stronghold, (2) reduced the amount of the Bitfarms reverse termination fee to $10 million and provided that such

termination fee would be Stronghold’s sole and exclusive monetary remedy in the event of Bitfarms’ failure to close when required under the agreement, (3) accepted the superior proposal termination right, (4) increased the Stronghold termination fee to $5 million and (5) added certain closing conditions, including the mining facility conditions. Also at this time, Bitfarms conveyed that Stronghold’s proposed exchange ratio was not yet agreed upon and was subject to further discussion.

Also on August 2, 2024, the full management team of Stronghold and Messrs. Gagnon, Lucas, Gobeil, Fortier, Harsimrat, Damian Polla (General Manager — Latin American Operations), Marc-André Amman (Senior Vice President of Finance and Accounting), Paul Magrath (Vice President of Taxation & Sustainability) and Arnold Lee (Director of Sustainability) and Mses. Silverstein, Patricia Osorio (Vice President & Corporate Secretary) and Andrea Keen (Vice President of Human Resources) of Bitfarms, as well as representatives of each of V&E, Skadden, McMillan, Fasken Martineau DuMoulin LLP and Moelis, met via videoconference to discuss due diligence matters of Bitfarms in connection with the transaction, as part of Stronghold’s reverse due diligence process.

Also on August 2, 2024, Riot filed a Form 62-103F1 disclosing that Riot beneficially owned 76,267,318 Bitfarms common shares, representing approximately 16.90% of the issued and outstanding Bitfarms common shares as at the date thereof.

On August 6, 2024, the Stronghold board of directors held a special meeting, attended by Stronghold management and representatives of Cohen & Co. Capital Markets and V&E. During the meeting, Stronghold management provided the Stronghold board of directors with an update on the potential Bitfarms transaction. In addition, representatives of Cohen & Co. Capital Markets reviewed financial analysis regarding the potential Bitfarms transaction. Further, representatives of V&E reviewed with the Stronghold board of directors the open points in the merger agreement. The Stronghold board of directors discussed how to respond to Bitfarms on the open points and instructed V&E to send a revised merger agreement to Skadden following the meeting.

Following the Stronghold board of directors meeting on August 6, 2024, V&E sent a revised merger agreement to Skadden. The revised merger agreement, among other things, (1) increased the amount of the Bitfarms reverse termination fee to $15 million and provided that such termination fee would not be Stronghold’s sole and exclusive monetary remedy in the event of Bitfarms’ failure to close when required under the agreement, (2) accepted the Stronghold termination fee of $5 million, which the Stronghold board of directors deemed appropriate after reviewing precedent transactions and in light of the thorough sale process conducted by Stronghold management and Cohen & Co. Capital Markets and (3) removed the mining facility conditions.

Later on August 6, 2024, the full management teams of Stronghold and Bitfarms held a call to discuss the open points in the merger agreement, including the methodology for calculating the exchange ratio, which call was attended by representatives from each of Skadden, V&E, Moelis and Cohen & Co. Capital Markets.

Also on August 6, 2024, as well as the following day, on August 7, 2024, representatives of each of V&E, Skadden, Stronghold and Bitfarms met via videoconference to discuss due diligence matters of Stronghold in connection with the transaction, as part of Bitfarms’ due diligence process. The full management teams of Stronghold and Bitfarms were present at this meeting.

Over the next several weeks, Stronghold and Bitfarms, through their respective legal advisors, exchanged drafts of the disclosure schedules to the merger agreement, the voting agreement and the TRA Waiver and Termination Agreement. Also, during this time, Stronghold executed confidentiality agreements with the holders of Stronghold Series C preferred stock and sought the holders’ approval to have their shares of Stronghold Series C preferred stock convert to shares of Stronghold Class A common stock immediately prior to the closing of the merger pursuant to a conversion agreement. Messrs. Beard and Usdin represented Stronghold in these discussions.

On August 8, 2024, Bitfarms reported its second quarter 2024 earnings.

On August 10, 2024, Skadden sent V&E a revised merger agreement. The revised merger agreement, among other things, (1) reduced the amount of the Bitfarms reverse termination fee to $10 million and provided that such termination fee would be Stronghold’s sole and exclusive monetary remedy in the event of Bitfarms’ failure to close when required under the agreement and (2) reinserted the mining facility conditions.

On August 13, 2024, Bitfarms announced the appointment of Mr. Gagnon to the Bitfarms board of directors, replacing Mr. Bonta following his resignation, and the appointment of Mr. Howlett as the new Chair of the Bitfarms board of directors. These changes to the composition of Bitfarms board of directors were made independently of Riot.

Also on August 13, 2024, Riot filed a Form 62-103F1 disclosing that Riot beneficially owned 85,293,054 Bitfarms common shares, representing approximately 18.90% of the issued and outstanding Bitfarms common shares as at the date thereof.

Also on August 13, 2024, the Stronghold board of directors held a special meeting, attended by Stronghold management and representatives of Cohen & Co. Capital Markets and V&E. During the meeting, the Stronghold board of directors discussed the open terms in the merger agreement and the potential timeline for a signing and closing of a transaction with Bitfarms.

On August 14, 2024, Stronghold reported its second quarter 2024 earnings. In its earnings press release, Stronghold announced that it expected certain increased capacity commitment payments from PJM as a result of capacity commitment clearances given to the Scrubgrass Plant and the Panther Creek Plant at PJM’s annual residual power auction held on July 31, 2024 (the “Increased Capacity Commitment Payments”).

Also on August 14, 2024, the full management team of Stronghold met via videoconference with Rachel Silverstein (U.S. General Counsel) and Messrs. Harsimrat and Fortier of Bitfarms and representatives of each of V&E and Skadden to discuss certain follow-up due diligence questions with respect to Stronghold in connection with the transaction.

On August 16, 2024, Mr. Beard and Mr. Gagnon held a telephone call to discuss certain outstanding key terms in the merger agreement. During this call, Messrs. Beard and Gagnon agreed on the following, subject in each case to the approval of the Stronghold board of directors and Bitfarms board of directors: (1) an exchange ratio of 2.520 Bitfarms ordinary shares for each share of Stronghold Class A common stock, (2) a Bitfarms reverse termination fee of $12.5 million, which would be Stronghold’s sole and exclusive monetary remedy in the event Bitfarms fails to close the merger when required under the merger agreement and (3) the insertion of the mining facility conditions.

Following the telephone call between Mr. Beard and Mr. Gagnon, V&E sent a revised merger agreement to Skadden reflecting the points discussed on the call and certain other revisions.

On August 17, 2024, the full management team of Stronghold and Messrs. Gagnon, Fortier, Harsimrat and Ms. Silverstein of Bitfarms held a call to discuss the merger agreement, which was attended by representatives from each of Skadden, Moelis, V&E and Cohen & Co. Capital Markets, among others. During this call, the parties sought to finalize the remaining open points in the merger agreement, subject to the approval by each party’s board of directors.

Later on August 17, 2024, Stronghold management sent a revised set of projections for Stronghold to Bitfarms and Cohen & Co. Capital Markets, with the only change since Stronghold management’s prior projections to reflect the Increased Capacity Commitment Payments.

On August 18, 2024, Mr. Usdin of Stronghold management sent an email update to the Stronghold board of directors, summarizing the proposed resolution of the open points in the merger agreement and describing the new set of management projections reflecting the Increased Capacity Commitment Payments.

Over the next few days, Stronghold, Bitfarms and their respective legal advisors continued to exchange drafts of the merger agreement and related documents. Leading up to the execution of the merger agreement, Bitfarms negotiated the terms of the merger agreement with Stronghold without any ongoing negotiations with Riot with respect to a transaction, Riot’s requisition or changes to the Bitfarms board of directors, and focused on ensuring that the terms in the merger agreement were commercially reasonable and generally consistent with market practices.

Following a meeting of the Bitfarms board of directors on August 19, 2024, the full management teams of Stronghold and Bitfarms and their respective legal advisors held a series of calls regarding the mining facility conditions, ultimately agreeing to modify the mining facility conditions to include a concept that Stronghold has received interconnection agreements or written correspondence from PJM permitting the importation of a certain amount of power to such facilities.

The merger agreement was in final form by the evening of August 20, 2024, when the Stronghold board of directors met to consider approval of the proposed transaction with Bitfarms, with members of Stronghold’s management and representatives of Cohen & Co. Capital Markets and V&E in attendance. At such meeting, Cohen & Co. Capital

Markets referred to the financial analysis reviewed with the Stronghold board of directors at previous meetings of the Stronghold board of directors and rendered to the Stronghold board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated August 20, 2024, to the effect that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and any limitations and other matters set forth in its written opinion, the exchange ratio to be received by the holders of Stronghold Class A common stock, in their capacity as such, pursuant to the merger agreement is fair, from a financial point of view, to such holders (other than Bitfarms, Merger Sub and their respective affiliates). See section entitled “The Merger — Opinion of Stronghold’s Financial Advisor” on page 58 for more information. In addition, a representative of V&E reviewed with the Stronghold board of directors a summary of the merger agreement. After considering the terms of the proposed transaction with Bitfarms, and taking into consideration the matters discussed during that meeting and prior meetings of the Stronghold board of directors, including the factors described above and under the section entitled “— Recommendation of the Stronghold Board of Directors and its Reasons for the Merger,” the Stronghold board of directors unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of the holders of Stronghold common stock, (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and (3) resolved to recommend that the holders of Stronghold common stock approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

Shortly following the Stronghold board of directors meeting, the Bitfarms Special Committee met and unanimously recommended that the Bitfarms board of directors, among other things, approve the merger, including the execution, delivery and performance by Bitfarms of the merger agreement and related documents.

Following the Bitfarms Special Committee meeting on August 20, 2024, the Bitfarms board of directors met and, among other things, approved the merger, including the execution, delivery and performance by Bitfarms of the merger agreement and related documents.

Early the next morning, on August 21, 2024, the parties executed the merger agreement and related documents. Later that morning, prior to the opening of trading, Bitfarms and Stronghold issued a joint press release announcing the transaction.

In the weeks following the execution of the merger agreement, Messrs. Beard and Gagnon, and later the full management teams of Stronghold and Bitfarms, began discussing the possibility of Stronghold hosting Bitfarms miners at the Panther Creek Plant’s mining facility in exchange for hosting payments, which Stronghold had done previously with unaffiliated third parties, through an arms-length hosting agreement (the “hosting agreement”).

As these discussions advanced, during the week of September 2, 2024, the parties agreed on the following, among other things, subject to approval by each party’s board of directors: (1) the hosting agreement would be based on the same form as Stronghold has executed previously with unaffiliated third parties, (2) the hosting agreement term would be through December 2025 and would remain in effect even if the merger agreement is terminated or if the merger fails to close, (3) Bitfarms would place with Stronghold a $7.8 million deposit (the “deposit”) under the hosting agreement (equal to $70 per MW multiplied by 50 MW and ninety-three (93) days (three (3) months) and twenty-four (24) hours) and which would be repaid at the end of the hosting agreement term in December 2025, (4) if the merger agreement is terminated and the Bitfarms termination fee is owed in connection with such termination, up to $5 million of the deposit would be deemed repaid by a corresponding $5 million reduction in the amount of the Bitfarms termination fee (the “parent termination fee offset”) and (5) the removal of Stronghold’s ability to issue shares under its at-the-market program during the interim period without Bitfarms’ consent. The parties and their legal advisors also began preparing and negotiating documentation for this arrangement, including an amendment no. 1 to the merger agreement to provide for the parent termination fee offset (“amendment no. 1”).

On September 3, 2024, Riot’s legal counsel, on behalf of Riot, delivered a letter to the Bitfarms Special Committee’s legal counsel amending Riot’s requisition. Pursuant to the amended requisition: (i) Riot withdrew as an item of business, the resolution proposed to remove Ben Gagnon from the Bitfarms board of directors and (ii) withdrew one of its three nominees for election to the Bitfarms board of directors.

On September 8, 2024, Mr. Usdin of Stronghold management sent the Stronghold board of directors an email update summarizing the proposed hosting agreement and amendment no. 1.

On September 9, 2024, Bitfarms announced that the Bitfarms Special Committee proposed the following settlement terms to Riot set out in a settlement agreement forwarded to Riot: the addition of one mutually agreed upon nominee to the Bitfarms board of directors resulting in an increase of the size of the Bitfarms board to six, and standstill and other customary provisions.

On September 10, 2024, the Stronghold board of directors held a special meeting to discuss the hosting agreement and amendment no. 1, which meeting was attended by representatives of Stronghold management and V&E. During the meeting, representatives of Stronghold management and V&E summarized the terms of the hosting agreement and amendment no. 1. The Stronghold board of directors agreed that once documents were in final form, Stronghold management would send the final documents to the Stronghold board of directors for consideration and approval via written consent.

By the evening of September 11, 2024, the hosting agreement and amendment no. 1 were in final form, at which time Stronghold management sent such documents to the Stronghold board of directors for consideration and approval via written consent. Later that evening, the written consent was executed by all members of the Stronghold board of directors. In the written consent, the Stronghold board of directors reaffirmed its recommendation that the holders of Stronghold common stock approve and adopt the merger agreement and the transactions contemplated thereby, including the merger. Bitfarms management also sent the final forms of the hosting agreement and amendment no. 1 to the Bitfarms board of directors for consideration and approval via written consent. The written consent was executed by all members of the Bitfarms board of directors on September 12, 2024.

On September 12, 2024, following approval by the Bitfarms board of directors, Stronghold and Bitfarms executed the hosting agreement and amendment no. 1, which the parties announced on September 13, 2024, via a Form 8-K filed by Stronghold and a press release issued by Bitfarms.

On September 23, 2024, Bitfarms entered into the Settlement Agreement with Riot. In connection therewith, Riot filed a Form 62-103F1 disclosing that immediately prior to, and immediately after, entering into the Settlement Agreement, Riot beneficially owned 90,110,912 Bitfarms common shares, representing approximately 19.9% of the issued and outstanding Bitfarms common shares as at the date thereof. Under the terms of the Settlement Agreement, among other things:

•        Andrés Finkielsztain stepped down from the Bitfarms board of directors.

•        Bitfarms appointed Amy Freedman to its board of directors, the Bitfarms Special Committee and the governance and nominating committee and compensation committee of the board of directors, effective as of the date of the Settlement Agreement.

•        Riot agreed to withdraw its June 24, 2024 requisition, as amended, and to accept customary standstill provisions through Bitfarms’ 2026 annual meeting, subject to certain exceptions.

•        At the Bitfarms special meeting of shareholders on November 20, 2024, Bitfarms shareholders were asked to approve an expansion of the Bitfarms board of directors from five members to six members, to elect an independent director nominated by the Bitfarms board of directors to serve as the sixth member of the Bitfarms board of directors and to ratify the Revised Rights Plan.

•        Riot agreed to vote in favor of the matters to be approved by the Bitfarms shareholders at the Bitfarms special meeting.

•        Bitfarms provided Riot with certain rights (subject to certain exceptions) to purchase Bitfarms common shares, provided that Riot holds 15% or more of the outstanding Bitfarms common shares.

On October 29, 2024, Bitfarms announced that the Bitfarms board of directors had nominated Andrew J. Chang for election to the Bitfarms board of directors at the Bitfarms special meeting.

On October 29, 2024, Stronghold Hosting and BMS entered into the second hosting agreement, pursuant to which the parties agreed on the following, among other things: (i) BMS would deliver approximately 10,000 Bitmain T21 or similar miners owned by BMS to Stronghold’s mining facilities, (ii) the second hosting agreement would be based on the same form as the hosting agreement, (iii) the second hosting agreement term would be through December 2025 and would remain in effect even if the merger agreement is terminated or if the merger fails to close and (iv) BMS would deposit with Stronghold Hosting a $7.8 million deposit under the second hosting agreement (equal to $70 per MW

multiplied by 50 MW and ninety-three (93) days (three (3) months) and twenty-four (24) hours) and which would be repaid at the end of the second hosting agreement term in December 2025. The parties announced the second hosting agreement on October 31, 2024, via a Form 8-K filed by Stronghold and a press release issued by Bitfarms.

On November 20, 2024, at the Bitfarms special meeting, Bitfarms shareholders approved an expansion of the board of directors from five members to six members, elected Andrew J. Chang to serve as the sixth member of the Bitfarms board of directors, and ratified the Revised Rights Plan.

On December 18, 2024, the Staff advised Stronghold that it had concluded its review of Stronghold’s financial statements.

Board of Directors and Management of Bitfarms after the Merger

Board of Directors

The merger agreement does not contemplate any changes to Bitfarms’ current board of directors. Information about Bitfarms’ current board of directors is incorporated herein by reference from Bitfarms’ Notice of Annual General and Special Meeting of Shareholders and Management Information Circular, furnished to the SEC on Form 6-K on May 8, 2024.

Bitfarms entered into the Settlement Agreement, pursuant to which, among other things, Bitfarms agreed to make certain changes to its board of directors, including the resignation of an existing director and the appointment of a nominee of Riot to Bitfarms’ board of directors, governance and nominating and compensation committees and the Bitfarms Special Committee.

Management

The merger agreement does not contemplate any changes to Bitfarms’ executive officers. Information about Bitfarms’ executive officers is incorporated herein by reference from Bitfarms’ Annual Information Form, filed with the SEC as part of Amendment No. 1 to its Annual Report on Form 40-F for the year ended December 31, 2023.

Bitfarms’ Reasons for the Merger

At its meeting held on August 20, 2024, after due consideration and consultation with Bitfarms’ management and outside legal and financial advisors, the Bitfarms Special Committee unanimously recommended that the Bitfarms board of directors approve the merger agreement and the transactions contemplated thereby, including the merger. At the meeting of the Bitfarms board of directors on the same day, the Bitfarms board of directors unanimously approved the merger agreement and the transactions contemplated thereby. In doing so, the Bitfarms Special Committee and the Bitfarms board of directors re-confirmed the strategic considerations underlying the acquisition of Stronghold, including that the transaction could:

•        diversify Bitfarms’ access to power and integrate vertically, expand and rebalance its energy portfolio to approximately 50% in the U.S. by year-end 2025 by adding two strategically located power facilities, with flexibility to generate power or import power from the grid;

•        provide the potential to participate in PJM’s economic demand response and ancillary programs subject to PJM and FERC approval. Stronghold is currently in the process of registering the mining facility co-located at the Scrubgrass Plant to participate in these programs. After the completion of the merger, Bitfarms intends to register the mining facility co-located at the Panther Creek Plant to participate in these programs. Under these programs, participants may voluntarily reduce energy consumption in response to high market prices in the energy market and get compensated for the amount of electricity they reduce. Accordingly, participating in these programs is expected to enhance Bitfarms’ ability to optimize electricity costs;

•        offer an opportunity for a transformative fleet upgrade to improve efficiency and hash rate. As of June 30, 2024, Stronghold had a hash rate of 4.0 exahashes per second (“EH/s”) supported by Stronghold’s existing fleet of miners, which consists of models used since 2021 and 2022. These miners are less energy efficient than the current generation of miners, as they consume more than approximately double the energy per unit of hash rate compared to miners developed in 2024. Following the consummation of the merger,

Bitfarms intends to replace Stronghold’s existing fleet of miners with new generation of Bitcoin mining equipment, which has the potential to bring the hash rate to approximately 10 EH/s in 2025 with these fleet upgrades;

•        integrate high-performance computing/artificial intelligence (“HPC/AI”) with Bitcoin mining to boost profitability, due to the ability to expand the fiber-optic networks available at Stronghold’s existing sites. HPC/AI applications require high-speed, low-latency, and high-bandwidth data transmission, which fiber-optic cables are well-suited to provide. Expansive access to fiber-optic networks at Stronghold’s Scrubgrass Plant and Panther Creek Plant is expected to contribute to Bitfarms’ HPC/AI implementation strategy and allow for potential large-scale data center development;

•        use technologies from Stronghold that generate power while also reducing the potential impacts associated with coal refuse and waste coal, which if not used as a fuel, could result in contamination to soil and groundwater and/or the uncontrolled release of air pollutants. With sustainable technology focused on environmental remediation and reclamation services, Stronghold generates electricity utilizing coal refuse and its primary fuel source is waste coal which is provided by various third parties. This technology creates environmentally beneficial operations because extracting coal refuse transforms the waste into power-generating material, which has the benefit of reclaiming the land and reducing the potential of heavy metal contamination of waterways and other types of pollution caused by coal refuse. Following the completion of the merger, Bitfarms intends to continue such environmentally beneficial operations; and

•        achieve favorable transaction economics through an all-stock deal structure while maintaining balance sheet strength to support future growth.

In making its determination, the Bitfarms Special Committee and the Bitfarms board of directors considered a number of factors, including, but not limited to, the following:

•        the Bitfarms Special Committee’s and the Bitfarms board of directors’ understanding of Stronghold’s business, assets, financial condition and results of operations, competitive position and historical and projected financial performance;

•        the advice of its financial and legal advisors and the fact that legal, accounting and financial due diligence was conducted with respect to Stronghold’s operations and its corporate, financial and regulatory matters;

•        the terms of the merger agreement;

•        a balanced valuation with the merger consideration reflecting the value of the Stronghold business and accounting for recent performance and the need to invest in Stronghold’s business in order to return it to growth;

•        the fact that the exchange ratio is fixed and will not be adjusted for fluctuations in the market price of Bitfarms common shares or Stronghold Class A common stock;

•        support for the transaction by key Stronghold stockholders;

•        restrictions on Stronghold’s ability to solicit alternative business combination transactions and to provide confidential due diligence information to, or engage in discussions with, a third party interested in pursuing an alternative business combinations transaction with Stronghold, as further discussed in the section entitled “The Merger Agreement — No-Solicitation; Changes in Recommendation”;

•        the obligation of Stronghold to pay Bitfarms a termination fee of $5,000,000 and the obligation of Bitfarms to pay Stronghold a reverse termination fee of $12,500,000, upon termination of the merger agreement under specified circumstances, as further discussed in the section entitled “The Merger Agreement — Termination of the Merger Agreement”; and

•        the probability that the conditions to the merger will be satisfied.

In connection with its deliberations relating to the merger, the Bitfarms Special Committee and the Bitfarms board of directors also considered potential risks and negative factors concerning the merger and the other transactions contemplated by the merger agreement, including, but not limited to, the following:

•        the risks associated with the closing conditions of the merger, including the risk that the merger might not be completed in a timely manner or at all;

•        the effect that the length of time from announcement until closing could have on the market price of Bitfarms common shares, Bitfarms’ operating results (particularly in light of the significant costs incurred in connection with the merger) and the relationships with Bitfarms’ employees, shareholders, customers, suppliers, regulators, partners and others that do business with Bitfarms;

•        the risk that the anticipated benefits of the merger will not be realized in full or in part, including the risk that expected growth and expected cost savings will not be achieved or not achieved in the expected time frame;

•        the risk of diverting the attention of Bitfarms’ senior management from other strategic priorities to implement the merger and make arrangements for integration of Bitfarms’ and Stronghold’s operations and infrastructure following the merger;

•        the potential impact on the market price of Bitfarms common shares as a result of the issuance of the merger consideration to Stronghold stockholders;

•        that Bitfarms will incur substantial transaction fees and costs in connection with the merger, which is currently estimated to be approximately $9 million;

•        risks associated with the business transitions; and

•        the risks described in the section entitled “Risk Factors.”

After consideration of these factors, the Bitfarms Special Committee determined that, overall, the potential benefits of the merger outweighed the potential risks.

The foregoing discussion of factors considered by the Bitfarms Special Committee and the Bitfarms board of directors is not intended to be exhaustive but includes the material information and factors considered by the Bitfarms Special Committee and the Bitfarms board of directors in their consideration of the merger and the merger agreement. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Bitfarms Special Committee and the Bitfarms board of directors did not attempt to quantify, rank or otherwise assign any relative or specific weights to the factors that they considered in reaching their determination to approve the merger and the merger agreement. In addition, individual members of the Bitfarms Special Committee and the Bitfarms board of directors may have given differing weights to different factors. The Bitfarms Special Committee and the Bitfarms board of directors conducted an overall review of the factors described above and other material factors, including through discussions with, and inquiry of, Bitfarms’ management and outside legal and financial advisors.

The foregoing description of Bitfarms’ consideration of the factors supporting the merger is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Stronghold’s Reasons for the Merger; Recommendation of the Stronghold Board of Directors

By unanimous vote, the Stronghold board of directors, at a meeting held on August 20, 2024, among other things, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of the holders of Stronghold common stock, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and (iii) resolved to recommend that the holders of Stronghold common stock approve and adopt the merger agreement and the transactions contemplated thereby, including the merger. The Stronghold board of directors unanimously recommends that Stronghold stockholders vote “FOR” the merger proposal.

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Stronghold board of directors consulted with Stronghold’s senior management, outside legal counsel and financial advisor. The Stronghold board of directors determined that entering into the merger agreement with Bitfarms provided the best reasonably available path towards maximizing stockholder value to Stronghold while mitigating risk, when compared to pursuing an alternative transaction or financing, or continuing as an independent company. In arriving at this determination and in recommending that the Stronghold stockholders vote their shares of Stronghold common stock

in favor of adoption of the merger agreement with Bitfarms, the Stronghold board of directors considered a number of factors, including the following factors (not necessarily in order of relative importance) which the Stronghold board of directors viewed as being generally positive or favorable in coming to its determination, approval and related recommendation:

•        Premium, Exchange Ratio and Form of Merger Consideration.    The value offered by the exchange ratio of 2.520 Bitfarms common shares for each share of Stronghold Class A common stock represents a 71% premium to the 90-day volume weighted average trading price of Stronghold Class A common stock immediately prior to the execution of the merger agreement. Additionally, the fixed exchange ratio will allow Stronghold stockholders to participate in any increase in value in Bitfarms common shares prior to closing of the merger. Further, the all-stock merger consideration will allow Stronghold stockholders to benefit from the potential longer-term economic appreciation of the combined company.

•        Larger and More Liquid Market Capitalization.    The combined company will have a larger market capitalization than Stronghold on a standalone basis and will be listed on the TSX and Nasdaq, increasing visibility, access to the capital markets and liquidity for Stronghold stockholders.

•        Meaningful Ownership of the Combined Company.    The Stronghold board of directors considered that the merger with Bitfarms would allow the Stronghold stockholders to have a meaningful ownership interest in a larger enterprise, with an expected ownership of the combined company of up to 13.4%, based on the number of Bitfarms common shares outstanding at June 30, 2024.

•        Strategic Alternatives Process; Alternative Transactions.    The Stronghold board of directors considered the strategic alternative review process conducted by the Stronghold board of directors with the assistance of Cohen & Co. Capital Markets, including that since January 2024 representatives of Cohen & Co. Capital Markets and/or Stronghold’s management contacted 163 counterparties, including public and private companies, Bitcoin miners, various types of data center operators and developers, power companies and credit providers, regarding a strategic transaction with Stronghold as part of the Stronghold board of directors’ exploration of strategic alternatives. Stronghold also publicly announced on May 2, 2024 that the Stronghold board of directors was reviewing strategic alternatives while announcing its first quarter of 2024 financial and operational results. The Stronghold board of directors considered, with the assistance of Stronghold’s management and advisors, the potential for and benefits of alternative transactions and financings based on several preliminary, non-binding indications of interest received in connection with Stronghold’s exploration of strategic alternatives, and concluded that (i) it was unlikely that an alternative transaction would provide more long-term value to the Stronghold stockholders than the merger and (ii) no actionable financing transactions had materialized, and those that had the potential to materialize would cause dilution to Stronghold stockholders and carry significant execution and timing risks. For further discussion regarding the consideration of alternative transactions by Stronghold, please see “The Merger Proposal — Background of the Merger” beginning on page 39.

•        Strategic/Financial Rationale for Merger; Combined Company Management.    The combined company will have a more robust platform than the two companies operating separately due to, among other things, vertically integrated power generation, immediate platform expansion in the United States, increased expansion potential generally, environmental reclamation capabilities, and a strategic and versatile energy portfolio, including a flexible power strategy with the ability to draw power from various sources. The Stronghold board of directors also considered the strength of the Bitfarms management team, which is expected to lead the combined company following closing.

•        Credit Profile and Cost of Capital.    The combined company will have an enhanced credit profile relative to Stronghold’s credit profile, which is expected to result in significantly better and differentiated access to capital and at a lower cost of capital than would be realized by Stronghold on a standalone basis.

•        Improves Liquidity, Increases Potential for Growth, and Reduces Current Liquidity Concerns.    The combined company will retain a strong liquidity position, allowing Bitfarms to unlock the value potential of Stronghold’s assets, facilitating significant growth and permitting Stronghold’s stockholders to participate in this growth through their ownership of the combined company. Moreover, absent the merger, Stronghold would likely face significant liquidity concerns, including the need to refinance its existing debt or raise capital on terms that may be unfavorable to Stronghold and its stockholders.

•        “WholeCo” Transaction.    The merger represents a “WholeCo” transaction, or transaction to acquire the entire company, which avoids significant risks of implementation, increased regulatory approvals, the potential for a separate transaction process regarding certain assets of the Company and value leakage associated with an asset sale and liquidation.

•        Stockholder Support; TRA Waiver and Termination Agreement.    The Stronghold board of directors considered the support of the merger by certain stockholders of Stronghold, as evidenced by the execution of the voting agreement, and that such stockholders are receiving the same per-share Stronghold Class A common stock consideration in the merger as all other Stronghold stockholders generally. Additionally, the Stronghold board of directors considered the fact that certain stockholders of Stronghold have waived their rights to receive any payments under the TRA, to be effective at, and contingent upon, the closing of the merger, as evidenced by the execution of the TRA Waiver and Termination Agreement. For more information, please see “The Supporting Agreements — The Voting Agreement” and “The Supporting Agreements — The TRA Waiver and Termination Agreement” beginning on pages 107 and 108, respectively.

•        Opinion of Stronghold’s Financial Advisor.    The Stronghold board of directors considered the financial presentation and opinion of Cohen & Co. Capital Markets, dated August 20, 2024, to the Stronghold board of directors that, as of the date of the opinion, the exchange ratio to be received by holders of Stronghold Class A common stock, in their capacity as such, pursuant to the merger agreement, is fair, from a financial point of view, to such holders (other than Bitfarms, Merger Sub, and their respective affiliates), which opinion was based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Cohen & Co. Capital Markets as more fully described below under the heading “— Opinion of Stronghold’s Financial Advisor” beginning on page 58.

•        Terms of the Merger Agreement; Arm’s-Length.    The Stronghold board of directors reviewed, in consultation with Stronghold’s legal advisors, and considered that the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, the conditions to closing, the circumstances under which the merger agreement may be terminated, and the termination fees payable in connection with a termination of the merger agreement, in its belief, are reasonable. The Stronghold board of directors also considered that the terms of the merger agreement were the result of robust arm’s-length negotiations conducted by Stronghold, with the knowledge and at the direction of the Stronghold board of directors and with the assistance of experienced legal and financial advisors.

The Stronghold board of directors also considered and balanced against the potentially positive factors a number of uncertainties, risks and factors it deemed potentially negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

•        Merger Consideration.    The Stronghold board of directors considered that, because the merger consideration is based on a fixed exchange ratio rather than a fixed value, Stronghold stockholders bear the risk of a decrease in the trading price of Bitfarms common shares during the pendency of the merger and the fact that the merger agreement does not provide Stronghold with a value-based termination right or an adjustment to the consideration received. Further, as the merger consideration consists of Bitfarms common shares, the value of such consideration is subject to certain risks related to the business and financial condition of Bitfarms, as more fully described in the section entitled “Risk Factors — Risks Relating to Bitfarms’ Business” beginning on page 31.

•        Interim Operating Covenants.    The Stronghold board of directors considered the restrictions on the conduct of Stronghold’s and its subsidiaries’ businesses during the period between the execution of the merger agreement and the completion of the merger as set forth in the merger agreement, including that Stronghold must conduct its business only in the ordinary course, subject to specific limitations, which could negatively impact Stronghold’s ability to pursue certain business opportunities or strategic transactions.

•        Risks Associated with the Timing and Pendency of the Merger.    The Stronghold board of directors considered the risks and contingencies relating to the announcement and pendency of the merger and the amount of time that may be required to consummate the merger, including, without limitation, the likelihood of litigation or other opposition brought by or on behalf of Stronghold stockholders or Bitfarms shareholders challenging the merger and the other transactions contemplated by the merger agreement, the closing conditions contained in the merger agreement, and the fact that the completion of the merger

depends on factors outside of Stronghold’s or Bitfarms’ control. The Stronghold board of directors also considered the risks and costs to Stronghold if the completion of the merger is not accomplished in a timely manner or if the merger does not close at all, either of which could have an adverse impact on Stronghold, including potential employee attrition, the impact on Stronghold’s relationships with third parties and the effect termination of the merger agreement may have on the trading price and volumes of Stronghold’s Class A common stock and Stronghold’s operating results.

•        Risks Associated with Potential Bitfarms Governance Changes.    The Stronghold board of directors considered the risks and contingencies relating to potential governance changes at Bitfarms prior to closing, including the possibility that a majority of the Bitfarms board of directors may be replaced during the pendency of the merger.

•        Possible Failure to Achieve Synergies or Anticipated Benefits.    The Stronghold board of directors considered the potential challenges and difficulties in integrating the business, operations and workforce of Stronghold into those of Bitfarms and the risk that anticipated cost synergies and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected.

•        Alternative Proposals.    The Stronghold board of directors considered the terms of the merger agreement relating to the non-solicitation covenants, including the fact that Stronghold would be prohibited from, engaging discussions with respect to, furnishing nonpublic information in connection with, or entering into a letter of intent or agreement providing for a competing proposal, subject to certain exceptions. For more information, please see “The Merger Agreement — No Solicitation; Changes in Recommendation” beginning on page 96.

•        Change of Recommendation.    The Stronghold board of directors considered that, in the event that the Stronghold board of directors changes its recommendation to the Stronghold stockholders to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, Stronghold is still required to hold a stockholder vote on the adoption of the merger proposal and the Stronghold stockholders that are party to the voting agreement would continue to be obligated to vote in favor of the merger proposal, in each case, unless Stronghold terminates the merger agreement to enter into a definitive agreement with respect to a superior proposal. For more information, please see “The Merger Agreement — Termination of the Merger Agreement” beginning on page 104.

•        Termination Fee.    The Stronghold board of directors considered that, under specified circumstances, Stronghold may be required to pay a termination fee in the event the merger agreement is terminated and the effect this could have on Stronghold. For further discussion regarding the circumstances in which Stronghold would be required to pay the termination fee to Bitfarms, please see “The Merger Agreement — Termination of the Merger Agreement” beginning on page 104.

•        Interests of Stronghold’s Directors and Executive Officers.    The Stronghold board of directors considered that Stronghold’s directors and executive officers may have interests in the merger that may be different from, or in addition to, those of the Stronghold stockholders generally. For more information about such interests, see below under the heading “— Interests of Stronghold’s Directors and Executive Officers in the Merger” beginning on page 71.

•        Costs.    The Stronghold board of directors considered the substantial transaction costs associated with entering into the merger agreement and the completion of the merger, including those incurred regardless of whether the merger is completed, as well as the possible diversion of management and employee time and energy, potential opportunity cost and disruption of Stronghold’s business operations.

•        Litigation.    The Stronghold board of directors considered the potential for litigation relating to the merger and the associated costs, burden and inconvenience involved in defending those proceedings.

•        Other Risks.    The Stronghold board of directors considered risks of the type and nature described under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” beginning on pages 21 and 12, respectively.

The Stronghold board of directors considered all of these factors as a whole, as well as others, and, on balance, concluded that the potential benefits of the merger to Stronghold stockholders outweighed the risks, uncertainties, restrictions and potentially negative factors associated with the merger.

The foregoing discussion of factors considered by the Stronghold board of directors is not intended to be exhaustive but is meant to include material factors considered by the Stronghold board of directors in evaluating the merger agreement and the transactions contemplated thereby, including the merger. The Stronghold board of directors collectively reached the conclusion to approve the merger agreement in light of the various factors described above and other factors that the members of the Stronghold board of directors believed were appropriate. In light of the variety of factors considered in connection with its evaluation of the merger, the Stronghold board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Stronghold board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors. The Stronghold board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Stronghold board of directors based its recommendation on the totality of the information available to it, including discussions with Stronghold’s management and outside legal and financial advisors.

It should be noted that this explanation of the reasoning of the Stronghold board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Note Regarding Forward-Looking Statements” beginning on page 12.

Opinion of Stronghold’s Financial Advisor

Pursuant to an engagement letter, Stronghold retained Cohen & Co. Capital Markets, as its financial advisor in connection with the proposed merger.

At the meeting of the Stronghold board of directors on August 20, 2024, Cohen & Co. Capital Markets rendered its oral opinion to the Stronghold board of directors that, as of such date and based upon and subject to the assumptions, qualifications, limitations and other matters set forth in Cohen & Co. Capital Markets written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Stronghold Class A common stock. Cohen & Co. Capital Markets subsequently confirmed its oral opinion by delivering its written opinion, dated August 20, 2024, to the Stronghold board of directors, that, as of such date, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Stronghold Class A common stock (other than Bitfarms, Merger Sub and their respective affiliates).

The full text of the written opinion of Cohen & Co. Capital Markets, which sets forth the assumptions made, matters considered, and limits on the review undertaken, is attached as Annex E to this proxy statement/prospectus and is incorporated by reference herein. The summary of the opinion of Cohen & Co. Capital Markets set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Stronghold stockholders are urged to read the opinion in its entirety.

Cohen & Co. Capital Markets’ written opinion was addressed to the Stronghold board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to fairness, from a financial point of view, of the exchange ratio to the holders of Stronghold Class A common stock (other than Bitfarms, Merger Sub and their respective affiliates) in the proposed merger and did not address any other aspect of the proposed merger. Cohen & Co. Capital Markets expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Stronghold or as to the underlying decision by Stronghold to engage in the proposed merger. The issuance of Cohen & Co. Capital Markets’ opinion was approved by a fairness committee of J.V.B. Financial Group, LLC. The opinion did not and does not constitute a recommendation to any Stronghold stockholder as to how such Stronghold stockholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, Cohen & Co. Capital Markets, among other things:

•        reviewed the following documents:

•        a draft dated August 19, 2024 of the merger agreement;

•        certain publicly available business and financial information about Stronghold and Bitfarms;

•        certain non-public information furnished to Cohen & Co. Capital Markets by Stronghold’s management, including financial forecasts and analyses, relating to the business, operations and prospects of Stronghold and Bitfarms; and

•        certain non-public information furnished to Cohen & Co. Capital Markets by Bitfarms’ management, including financial forecasts and analyses, relating to the business, operations and prospects of Bitfarms and Stronghold’s management analysis of Bitfarms’ financial forecasts and analysis;

•        held discussions with members of senior management of Stronghold and Bitfarms concerning the matters described in the bullets immediately above;

•        reviewed the share trading price history and valuation multiples for the Stronghold Class A common stock and the Bitfarms common shares and compared them with those of certain publicly traded companies that Cohen & Co. Capital Markets deemed relevant;

•        compared the proposed financial terms of the proposed merger with the financial terms of certain other transactions that Cohen & Co. Capital Markets deemed relevant; and

•        performed such other financial studies, analyses and investigations as Cohen & Co. Capital Markets deemed appropriate.

In addition, Cohen & Co. Capital Markets held discussions with certain members of the management of Stronghold and Bitfarms with respect to certain aspects of the proposed merger, and the past and current business operations of Stronghold and Bitfarms, the financial condition and future prospects and operations of Stronghold and Bitfarms, the effects of the proposed merger on the financial condition and future prospects of Stronghold and Bitfarms, and certain other matters Cohen & Co. Capital Markets believed necessary or appropriate to its inquiry.

In giving its opinion, Cohen & Co. Capital Markets relied upon and assumed, with the knowledge and permission of the Stronghold board of directors, the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Cohen & Co. Capital Markets by Stronghold and Bitfarms or otherwise reviewed by or for Cohen & Co. Capital Markets. Cohen & Co. Capital Markets did not independently verify any such information or its accuracy or completeness and, pursuant to Cohen & Co. Capital Markets’ engagement letter with Stronghold, Cohen & Co. Capital Markets did not assume any obligation to undertake any such independent verification. Cohen & Co. Capital Markets did not conduct and was not provided with any independent evaluation or appraisal of any assets or liabilities, nor did Cohen & Co. Capital Markets conduct a physical inspection of any of the properties or facilities of Stronghold. Cohen & Co. Capital Markets was not furnished with any such evaluations or appraisals of such physical inspections, and Cohen & Co. Capital Markets does not assume any responsibility to obtain any such evaluations or appraisals. In relying on financial analyses and forecasts provided to Cohen & Co. Capital Markets (or analyses or forecasts derived therefrom) and examined by Cohen & Co. Capital Markets, Cohen & Co. Capital Markets assumed, with the knowledge and permission of the Stronghold board of directors, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments by management as to the expected future results of operations and financial condition of Stronghold and Bitfarms to which such analyses or forecasts relate. Cohen & Co. Capital Markets expressed no view as to such analyses or forecasts or the assumptions on which they were based. Cohen & Co. Capital Markets is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Stronghold and Stronghold’s board of directors with respect to such issues. Cohen & Co. Capital Markets further assumed, with the knowledge and permission of the Stronghold board of directors, that the proposed merger would be consummated in accordance with the terms of the merger agreement, without any waiver, modification or amendment of any term, condition or agreement that would be material to Cohen & Co. Capital Markets’ analysis. Cohen & Co. Capital Markets also assumed, with the knowledge and permission of the Stronghold board of directors, all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed merger will be obtained without any adverse effect on Stronghold or Bitfarms or on the contemplated benefits of

the proposed merger. Cohen & Co. Capital Markets also assumed that the representations and warranties made by Stronghold, Bitfarms and any of their respective affiliates in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis.

The projections for Stronghold and Bitfarms furnished to Cohen & Co. Capital Markets and used for purposes of its analyses were prepared by Stronghold management or Bitfarms management, as applicable, as discussed more fully in the section entitled “— Stronghold Unaudited Prospective Financial Information” and “— Bitfarms Unaudited Prospective Financial Information” beginning on pages 67 and 70, respectively. Stronghold management does not publicly disclose internal management projections of the type provided to Cohen & Co. Capital Markets in connection with Cohen & Co. Capital Markets’ analysis of the merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections, as discussed more fully in the section entitled “Risk Factors — The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the merger or Stronghold’s or Bitfarms’ future results.” For more information regarding the use of projections, please refer to the section entitled “— Stronghold Unaudited Prospective Financial Information” and “— Bitfarms Unaudited Prospective Financial Information” beginning on pages 67 and 70, respectively.

Cohen & Co. Capital Markets’ opinion was necessarily based on economic, monetary, regulatory, market and other conditions as in effect on, and the information made available to Cohen & Co. Capital Markets as of, the date of such opinion. Cohen & Co. Capital Markets’ opinion noted that subsequent developments may affect Cohen & Co. Capital Markets’ opinion, and that Cohen & Co. Capital Markets does not have any obligation to update, revise, or reaffirm such opinion. Cohen & Co. Capital Markets’ opinion was limited to the fairness, from a financial point of view, of the exchange ratio in the proposed merger to the holders of Stronghold Class A common stock (other than Bitfarms, Merger Sub and their respective affiliates), and Cohen & Co. Capital Markets has expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Stronghold or the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to Stronghold, or the underlying business decision by Stronghold to engage in the proposed merger or the terms of the merger agreement or the documents referred to therein. Furthermore, Cohen & Co. Capital Markets expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of Stronghold’s officers, directors or employees, or any class of such persons, in connection with the proposed merger relative to the exchange ratio to be received by holders of shares of Stronghold Class A common stock (other than Bitfarms, Merger Sub and their respective affiliates). Cohen & Co. Capital Markets expressed no opinion as to the price at which the shares of Stronghold Class A common stock will trade at any future time.

The terms of the merger agreement, including the exchange ratio, were determined through arm’s-length negotiations between Stronghold and Bitfarms, and the decision to enter into the merger agreement was solely that of the Stronghold board of directors and Bitfarms board of directors. Cohen & Co. Capital Markets’ opinion and financial analyses were only one of the many factors considered by the Stronghold board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Stronghold board of directors or Stronghold management with respect to the proposed merger or the exchange ratio.

Cohen & Co. Capital Markets was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Stronghold or any other alternative transaction.

In accordance with customary investment banking practice, Cohen & Co. Capital Markets employed generally accepted valuation methods in rendering its opinion to the Stronghold board of directors on August 20, 2024. The following is a summary of the material financial analyses undertaken by Cohen & Co. Capital Markets in connection with the production and delivery of its opinion to the Stronghold board of directors, and as contained in the presentation provided to the Stronghold board of directors on August 20, 2024. The following does not purport to be a complete description of the analyses or data presented by Cohen & Co. Capital Markets. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and, in order to more fully understand the financial analyses used by Cohen & Co. Capital Markets, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Cohen & Co. Capital Markets’ analyses.

Stronghold Analysis

Enterprise Value Analysis

Using publicly available information reported prior to August 19, 2024, Cohen & Co. Capital Markets compared selected financial data of Stronghold with similar data for selected publicly traded companies engaged in businesses that Cohen & Co. Capital Markets judged to be analogous to the business of Stronghold. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of Cohen & Co. Capital Markets’ analysis and in its judgment, were considered sufficiently similar to that of Stronghold based on business sector participation, operational characteristics and financial metrics. However, none of the selected companies reviewed is identical to Stronghold and certain of these companies may have financial and operating characteristics that are materially different from those of Stronghold.

Cohen & Co. Capital Markets reviewed publicly available financial data reported prior to August 19, 2024 for the selected companies that Cohen & Co. Capital Markets deemed relevant, including data obtained from publicly available company presentations, public filings and FactSet Research Systems. The share prices used in the selected companies analysis were based on the closing prices of the shares of common stock of the selected companies listed below as of August 19, 2024. The hashrates used in the enterprise value analysis of the selected companies listed below are based on each company’s projected hashrate as of December 31, 2024, as such projected hashrates were publicly reported prior to August 19, 2024. The enterprise value (“EV”) of each selected company was calculated as the market value of such company’s fully diluted common equity, with outstanding options treated with the treasury stock method, as applicable, plus the book value of debt and certain liabilities and other non-controlling interests, less the market value of digital assets and cash and cash equivalents including investments in marketable securities. The results of this analysis are indicated in the following table:

____________

NM — Not meaningful

Based on the results of the above analysis and on other factors Cohen & Co. Capital Markets considered appropriate, Cohen & Co. Capital Markets selected for Stronghold an (i) EV/2024E Year-End (“YE”) Proprietary hashrate reference range of $30.0 million to $60.0 million per EH/s and (ii) EV/2025E Adjusted EBITDA reference range of 3.0x to 6.0x.

Taking into account the results of the selected companies analysis, Cohen & Co. Capital Markets applied the reference range of $30.0 million to $60.0 million per EH/s to Stronghold’s 3.0 EH/s 2024E YE Proprietary hashrate. This analysis indicated an implied price per share of Stronghold Class A common stock of $2.16 to $6.90, which was compared to the closing price per share of Stronghold Class A common stock on August 19, 2024 of $2.80 and the implied value per share of the merger consideration of $6.02 based on the exchange ratio and the closing price per share of Bitfarms common shares on August 19, 2024.

Further, Cohen & Co. Capital Markets applied the reference range of 3.0x to 6.0x 2025E Adjusted EBITDA to Stronghold’s 2025E EBITDA of $22.8 million. This analysis indicated an implied price per share of Stronghold Class A common stock of $0.97 to $4.54, which was compared to the closing price per share of Stronghold Class A common stock on August 19, 2024 of $2.80 and the implied value per share of the merger consideration of $6.02 based on the exchange ratio and the closing price per share of Bitfarms common shares on August 19, 2024.

Discounted Cash Flow Analysis

Cohen & Co. Capital Markets conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value per share of Stronghold Class A common stock on a standalone basis. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by an asset and taking into consideration the time value of money with respect to such future cash flows by calculating their present value. Unlevered free cash flow refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. As used in this section entitled “— Opinion of Stronghold’s Financial Advisor,” present value refers to the current value of the future cash flows generated by an asset and is obtained by discounting those future cash flows back to the present using an appropriate discount rate. As used in this section entitled “— Opinion of Stronghold’s Financial Advisor,” terminal value refers to the present value of all future cash flows generated by an asset for periods beyond the projections period.

Cohen & Co. Capital Markets calculated the unlevered free cash flows that Stronghold is expected to generate during fiscal years 2024 through 2032 using certain unaudited prospective financial information provided by Stronghold management as described in the section entitled “— Stronghold Unaudited Prospective Financial Information” beginning on page 67. Cohen & Co. Capital Markets also calculated a range of terminal values for Stronghold by applying terminal growth rates ranging from 2.0% to 4.0% to the unlevered free cash flows of Stronghold at the end of fiscal year 2032. The terminal values were calculated using a perpetual growth rate method. The unlevered free cash flows and the range of terminal values were then discounted to present value as of June 30, 2024 using the mid-year discounting convention and a discount rate range of 16.5% to 18.5%, which was based upon an analysis of the weighted average cost of capital of Stronghold and a perpetuity growth rate range of 2.0% to 4.0%. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for the net debt balance of Stronghold as of June 30, 2024 (as provided by Stronghold management) and divided by Stronghold’s fully diluted shares outstanding (calculated using the treasury stock method). Stronghold’s net debt was calculated by subtracting Stronghold’s total cash and cash equivalents and the market value of its digital assets from its short-term and long-term debt.

Based on the foregoing, this analysis indicated a range of implied equity values per share for Stronghold Class A common stock of $7.28 to $10.20, which was compared to the closing price per share of Stronghold Class A common stock of $2.80 on August 19, 2024 and the implied value per share of the merger consideration of $6.02 based on the exchange ratio and the closing price per share of Bitfarms common shares on August 19, 2024.

Transaction Multiples Analysis

Using publicly available information, Cohen & Co. Capital Markets examined selected transactions, set forth in the table below that Cohen & Co. Capital Markets judged to be sufficiently analogous to the business of Stronghold or aspects thereof. None of the companies involved in the selected transactions is identical to Stronghold and none of the selected transactions is identical to the proposed merger. However, these transactions were selected, among other reasons, since the businesses involved in these transactions, for purposes of Cohen & Co. Capital Markets’ analysis, share similar business characteristics to Stronghold based on business sector participation, operational characteristics and financial metrics. These analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions compared to the proposed merger.

Using publicly available information, for each of the selected transactions, Cohen & Co. Capital Markets calculated the ratio of the EV implied for the target company in such transaction to the target company’s total capacity in megawatts (“MW”) (which is referred to in this section as “EV/MW”). Total capacity represents the target company’s online capacity plus any additional capacity that is contracted and/or immediately developable, based on available public reports prior to August 19, 2024.

____________

*        Asset purchase transaction.

Based on the results of this analysis and other factors that Cohen & Co. Capital Markets considered appropriate, Cohen & Co. Capital Markets selected for Stronghold an EV/MW reference range of $450,000 to $1.05 million per MW. Cohen & Co. Capital Markets then applied that range to Stronghold’s total capacity of 160MW as of August 19, 2024 provided by Stronghold management and described in the section entitled “— Stronghold Unaudited Prospective Financial Information” beginning on page 67, and derived implied per share equity value ranges for Stronghold Class A common stock. This analysis indicated a range of implied equity values per share for Stronghold Class A common stock of $1.16 to $6.17, which was compared to the closing price per share of Stronghold Class A common stock of $2.80 on August 19, 2024 and the implied value per share of the merger consideration of $6.02 based on the exchange ratio and the closing price per share of Bitfarms common shares on August 19, 2024.

Bitfarms Analysis

Enterprise Value Analysis

Using publicly available information reported prior to August 19, 2024, Cohen & Co. Capital Markets compared selected financial data of Bitfarms with similar data for selected publicly traded companies engaged in businesses that Cohen & Co. Capital Markets judged to be analogous to the business of Bitfarms. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of Cohen & Co. Capital Markets’ analysis and in its judgment, were considered sufficiently similar to that of Bitfarms based on business sector participation, operational characteristics and financial metrics. However, none of the selected companies reviewed is identical to Bitfarms and certain of these companies may have financial and operating characteristics that are materially different from those of Bitfarms.

Cohen & Co. Capital Markets reviewed publicly available financial data reported prior to August 19, 2024 for the selected companies that Cohen & Co. Capital Markets deemed relevant, including data obtained from publicly available company presentations, public filings and FactSet Research Systems. The share prices used in the selected companies analysis were based on the closing prices of the shares of common stock of the selected companies listed below as of August 19, 2024. The hashrates used in the enterprise value analysis of the selected companies listed below are based on each company’s projected hashrate as of December 31, 2024, as publicly reported prior to August 19, 2024. The EV of each selected company was calculated as the market value of such company’s fully diluted common equity,

with outstanding options treated with the treasury stock method, as applicable, plus the book value of debt and certain liabilities and other noncontrolling interests, less the market value of digital assets and cash and cash equivalents including investments in marketable securities. The results of this analysis are indicated in the following table:

____________

NM — Not meaningful.

Based on the results of the above analysis and on other factors Cohen & Co. Capital Markets considered appropriate, Cohen & Co. Capital Markets selected for Bitfarms an (i) EV/2024E YE Proprietary hashrate reference range of $30.0 million to $60.0 million per EH/s and (ii) EV/2025E Adjusted EBITDA reference range of 3.0x to 6.0x.

Taking into account the results of the selected companies analysis, Cohen & Co. Capital Markets applied the reference range of $30.0 million to $60.0 million per EH/s to Bitfarms’ 16.0 EH/s 2024E YE Proprietary hashrate. This analysis indicated an implied price per share of Bitfarms common shares of $1.48 to $2.49, which was compared to the closing price per share of Bitfarms common shares on August 19, 2024 of $2.39.

Further, Cohen & Co. Capital Markets applied the reference range of 3.0x to 6.0x 2025E Adjusted EBITDA to Bitfarms’ 2025E EBITDA of $313.6 million. This analysis indicated an implied price per share of Bitfarms common shares of $2.45 to $4.41, which was compared to the closing price per share of Bitfarms common shares on August 19, 2024 of $2.39.

Discounted Cash Flow Analysis

Cohen & Co. Capital Markets conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value per share of Bitfarms common shares on a standalone basis.

Cohen & Co. Capital Markets calculated the unlevered free cash flows that Bitfarms is expected to generate during fiscal years 2024 through 2032 using certain unaudited prospective financial information for Bitfarms provided by Bitfarms management and adjusted by Stronghold management, as described in the section entitled “— Stronghold Unaudited Prospective Financial Information — Stronghold Management Projections for Bitfarms” beginning on page 69. Cohen & Co. Capital Markets also calculated a range of terminal values for Bitfarms by applying terminal growth rates ranging from 2.0% to 4.0% to the unlevered free cash flows of Bitfarms at the end of fiscal year 2032. The terminal values were calculated using a perpetual growth rate method. The unlevered free cash flows and the range of terminal values were then discounted to present value as of June 30, 2024 using the mid-year discounting convention and a discount rate range of 16.0% to 18.0%, which was based upon an analysis of the weighted average cost of capital of Bitfarms and a perpetuity growth rate range of 2.0% to 4.0%. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for the net cash balance of Bitfarms as of June 30, 2024 (based on publicly available information) and divided by Bitfarms’ fully diluted shares outstanding (calculated using the treasury stock method). For the purposes of this analysis, net cash includes the market value of Bitfarms’ digital assets.

Based on the foregoing, this analysis indicated a range of implied equity values per share for Bitfarms common shares, of $4.66 to $6.01, which was compared to the closing price per share of Bitfarms common shares on August 19, 2024 of $2.39.

Relative Valuation Exchange Ratio Analysis

Enterprise Value Analysis

Cohen & Co. Capital Markets compared the results of its enterprise value analysis for Stronghold to the results for Bitfarms with respect to the (i) EV/2024E YE Proprietary hashrate ratios and (ii) EV/2025E Adjusted EBITDA multiples described above in “— Stronghold Analysis — Enterprise Value Analysis” and “— Bitfarms Analysis — Enterprise Value Analysis” to determine a range of implied exchange ratios. Specifically, Cohen & Co. Capital Markets compared (i) the highest implied equity value per share for Stronghold to the lowest implied equity value per share for Bitfarms, and (ii) the lowest implied equity value per share for Stronghold to the highest implied equity value per share for Bitfarms, to derive a range of exchange ratios implied by the enterprise value analysis. This analysis with respect to EV/2024E YE Proprietary hashrate resulted in a range of implied exchange ratios of 0.866x to 4.673x. This analysis with respect to EV/2025E Adjusted EBITDA resulted in a range of implied exchange ratios of 0.221x to 1.854x. The ranges of implied exchange ratios were compared to the exchange ratio in the proposed merger of 2.520x.

Discounted Cash Flow Analysis

Cohen & Co. Capital Markets compared the results with respect to its discounted cash flow analyses for Stronghold, as described above under “— Stronghold Analysis — Discounted Cash Flow Analysis,” to the results for Bitfarms, as described above under “— Bitfarms Analysis — Discounted Cash Flow Analysis,” to determine a range of implied exchange ratios. Specifically, Cohen & Co. Capital Markets compared (i) the highest implied equity value per share for Stronghold to the lowest implied equity value per share for Bitfarms, and (ii) the lowest implied equity value per share for Stronghold to the highest implied equity value per share for Bitfarms, to derive a range of exchange ratios implied by the discounted cash flow analyses. This analysis resulted in a range of implied exchange ratios of 1.211x to 2.189x. This range of implied exchange ratios was then compared to the exchange ratio in the proposed merger of 2.520x.

Other Information

52-Week Historical Trading Range

For reference purposes only and not as a component of its fairness analyses, Cohen & Co. Capital Markets reviewed the trading price range for Stronghold Class A common stock and Bitfarms common shares for the 52-week period ended on August 19, 2024 (the “share reference period”). Cohen & Co. Capital Markets noted that the low and high closing share prices for Stronghold Class A common stock during the reference period were $2.23 and $11.31 per share. This range of low and high share prices for Stronghold Class A common stock during the reference period was compared to the closing price per share of Stronghold Class A common stock on August 19, 2024 of $2.80 and the implied value per share of the merger consideration of $6.02 based on the exchange ratio and the closing price per share of Bitfarms common shares on August 19, 2024. Cohen & Co. Capital Markets noted that the low and high closing share prices for Bitfarms common shares during the reference period were $0.95 and $3.61 per share, which was compared to the closing price per share of Bitfarms common shares on August 19, 2024 of $2.39.

Discounted Equity Research Analyst Price Targets

For reference purposes only and not as a component of its fairness analyses, Cohen & Co. Capital Markets reviewed certain publicly available equity research analyst share price targets for Bitfarms common shares as of August 19, 2024. Cohen & Co. Capital Markets noted that the range of price targets for Bitfarms was $2.30 to $5.09 per share.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Cohen & Co. Capital Markets. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Cohen & Co. Capital Markets believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical

purposes and should not be taken to be the view of Cohen & Co. Capital Markets with respect to the actual value of Stronghold or Bitfarms. The order of analyses described does not represent the relative importance or weight given to those analyses by Cohen & Co. Capital Markets. In arriving at its opinion, Cohen & Co. Capital Markets did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, Cohen & Co. Capital Markets considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Cohen & Co. Capital Markets are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Cohen & Co. Capital Markets’ analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

As a part of its investment banking business, Cohen & Co. Capital Markets and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. Cohen & Co. Capital Markets was selected to advise Stronghold with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Stronghold, Bitfarms and the industries in which they operate.

Cohen & Co. Capital Markets was retained by Stronghold to provide an opinion to the Stronghold board of directors as to the fairness of the exchange ratio in the proposed merger, from a financial point of view, to the holders of Stronghold Class A common stock. Pursuant to the terms of its engagement, Cohen & Co. Capital Markets became entitled to a fee of $500,000 in consideration for the fairness opinion (the “Fairness Opinion Fee”). The Fairness Opinion Fee became payable to Cohen & Co. Capital Markets upon delivery of Cohen & Co. Capital Markets’ fairness opinion to the Stronghold board of directors and will be credited against the transaction fee payable to Cohen & Co. Capital Markets in connection with its services to Stronghold as financial advisor in connection with the proposed merger. No portion of Cohen & Co. Capital Markets’ Fairness Opinion Fee is contingent upon either the conclusion expressed in its opinion or whether the proposed merger is successfully consummated. For services rendered by Cohen & Co. Capital Markets as financial advisor to Stronghold in connection with the proposed merger (excluding the Fairness Opinion Fee), Stronghold has agreed to pay Cohen & Co. Capital Markets a fee (the “Transaction Fee”) of 1.5% of the transaction enterprise value up to $150,000,000 plus 3.5% of the transaction enterprise value between $150,000,001 and $250,000,000, which fee will be determined at the closing of the proposed merger based on the average of the closing market prices of the Bitfarms common shares on the 10 trading days ending prior to the closing of the proposed merger. The Transaction Fee will be payable by Stronghold to Cohen & Co. Capital Markets only upon the closing of the proposed merger. For illustrative purposes, using the 10 day period ending August 20, 2024, the Transaction Fee payable to Cohen & Co. Capital Markets would be approximately $2,300,000. In addition, Stronghold has agreed to reimburse Cohen & Co. Capital Markets upon consummation of the proposed merger for certain of its expenses incurred in connection with its services, including the reasonable fees and disbursements of counsel, and will indemnify Cohen & Co. Capital Markets against certain liabilities arising out of Cohen & Co. Capital Markets’ engagement.

During the two years preceding the date of its written opinion, Cohen & Co. Capital Markets has not provided any other material financial advisory or other material financing services to Stronghold, Bitfarms or their respective affiliates. Cohen & Co. Capital Markets may, however, provide such services in the future and may receive, fees for the rendering of such services. Cohen & Co. Capital Markets and its affiliates may trade or hold securities of Stronghold or Bitfarms and/or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Cohen & Co. Capital Markets may seek to, in the future, provide financial advisory and financing services to Stronghold, Bitfarms or entities that are affiliated with Stronghold or Bitfarms, for which it would expect to receive compensation.

Stronghold Unaudited Prospective Financial Information

Stronghold as a matter of course does not make public long-term projections as to its future earnings or other results given, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the Stronghold board of directors’ evaluation of the proposed merger, Stronghold management prepared and provided to the Stronghold board of directors certain unaudited prospective financial information relating to Stronghold for the fiscal years ending December 31, 2024 through December 31, 2029 (the “Stronghold Projections for Stronghold”).

In addition, Stronghold’s management prepared and provided to the Stronghold board of directors an alternative version of the Bitfarms Projections (as defined below) for the fiscal years ending December 31, 2024 through December 31, 2029, incorporating certain adjustments thereto by the management of Stronghold (the “Stronghold Adjusted Projections for Bitfarms”, and together with the Stronghold Projections for Stronghold, the “Stronghold Management Projections”). The Stronghold Management Projections also were provided to Stronghold’s financial advisor, J.V.B. Financial Group, LLC acting through its Cohen & Company Capital Markets division, which was authorized by Stronghold to use and rely upon the Stronghold Management Projections in connection with its analysis and opinion described in the section entitled “The Merger Proposal — Opinion of Stronghold’s Financial Advisor.” The Stronghold Projections for Stronghold were also provided to Bitfarms in connection with its evaluation of the merger.

The summary of the Stronghold Management Projections below is not included to influence the decision of Stronghold stockholders whether to vote in favor of the merger proposal or any other proposal to be considered at the special meeting, but is provided solely because it was made available to the Stronghold board of directors and Stronghold’s financial advisor in connection with the merger. The inclusion of the below information should not be regarded as an indication that Stronghold, its advisors or other representatives or any other recipient of this information considered — or now considers — it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

This information was prepared solely for internal use and is subjective in many respects. While presented with numerical specificity, the Stronghold Management Projections reflect numerous estimates and assumptions, including, among others assumptions related to the cost of power, Bitcoin miner fleet efficiency, capital expenditures related to the acquisition of new Bitcoin miners, the issuance of new equity to fund growth and, with respect to the Stronghold Projections for Stronghold, certain capacity payments from PJM. In addition, in connection with Stronghold’s due diligence of Bitfarms and evaluation of the merger, Stronghold management made certain adjustments and assumptions when preparing the Stronghold Adjusted Projections for Bitfarms, which were based on the Bitfarms Projections. The estimates and assumptions made when preparing the Stronghold Management Projections are inherently uncertain and are beyond the control of Stronghold’s management for reasons including, among others, Stronghold’s and/or Bitfarms’ future results, Bitcoin mining industry activity, the price of Bitcoin and other matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Where You Can Find Additional Information.”

The Stronghold Management Projections also reflect assumptions as to certain business decisions that are subject to change and subjective judgment that is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Stronghold can give no assurance that the Stronghold Management Projections and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The Stronghold Management Projections were not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with U.S. GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Stronghold Management Projections have been prepared by, and are the responsibility of, Stronghold management. Neither Stronghold’s independent registered public accounting firm, nor Bitfarms’ independent registered public accounting firm PricewaterhouseCoopers LLP, nor any other independent accountants, have compiled, reviewed, audited, examined, or performed any agreed-upon procedures, or expressed any form of assurance, with respect to the Stronghold Management Projections included in this proxy statement/

prospectus, and they have not expressed any opinion or any other form of assurance on such projections or the achievability of the results reflected in such projections and they assume no responsibility for, and disclaim any association with, such projections. The report of UPC contained in Stronghold’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/prospectus, relates to Stronghold’s historical audited financial statements and does not extend to the Stronghold Management Projections and should not be read to do so. The report of PricewaterhouseCoopers LLP contained in Amendment No. 1 to Bitfarms’ Annual Report on Form 40-F for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/prospectus, relates to the Bitfarms historical audited financial statements and does not extend to the Stronghold Management Projections and should not be read to do so. Non-U.S. GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-U.S. GAAP financial measures such as those used in the Stronghold Management Projections may not be comparable to similarly titled amounts used by other companies or persons.

Furthermore, the Stronghold Management Projections do not take into account any circumstances or events occurring after the date they were prepared. Stronghold can give no assurance that, had the Stronghold Management Projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, STRONGHOLD DOES NOT INTEND TO, AND DISCLAIMS ANY OBLIGATION TO, MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE STRONGHOLD MANAGEMENT PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING SINCE ITS PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE INAPPROPRIATE, INCLUDING WITH RESPECT TO THE ACCOUNTING TREATMENT OF THE MERGER UNDER U.S. GAAP OR IFRS ACCOUNTING STANDARDS, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

The Stronghold Management Projections do not take into account all the possible financial and other effects on Stronghold or Bitfarms of the merger, the effect on Stronghold or Bitfarms of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the Stronghold Management Projections do not take into account the effect on Stronghold or Bitfarms of any possible failure of the merger to occur. None of Stronghold, Bitfarms or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder or other person regarding Stronghold’s or Bitfarms’ ultimate performance compared to the information contained in the Stronghold Management Projections or that the forecasted results will be achieved. The inclusion of the Stronghold Management Projections herein should not be deemed an admission or representation by Stronghold, Bitfarms or their respective advisors or other representatives or any other person that it is viewed as material information of Stronghold or Bitfarms, particularly in light of the inherent risks and uncertainties associated with such forecasts.

No assurances can be given that the assumptions made in preparing the Stronghold Management Projections will accurately reflect future conditions. The estimates and assumptions underlying the Stronghold Management Projections involve judgments with respect to, among other things, future economic, competitive, financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic and competitive uncertainties and contingencies, including, among others, the risks and uncertainties described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this proxy statement/prospectus, all of which are difficult to predict and many of which are beyond the control of Bitfarms and/or Stronghold and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information, whether or not the merger is completed.

In light of the foregoing, and considering that the special meeting will be held after the Stronghold Management Projections were prepared, as well as the uncertainties inherent in any forecasted information, Stronghold stockholders are cautioned not to place undue reliance on such information and are encouraged to review Stronghold’s and Bitfarms’ most recent SEC filings for a description of Stronghold’s and Bitfarms’ respective reported financial results. See the section entitled “Where You Can Find Additional Information.”

Stronghold Management Projections for Stronghold

The following table presents selected unaudited forecasted financial information of Stronghold contained in the Stronghold Projections for Stronghold (amounts may reflect rounding). The Stronghold Projections for Stronghold assume a Bitcoin hashprice of $55/PH/day throughout the projection period.

____________

(1)      Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization, further adjusted by the removal of one-time transaction costs, non-recurring expenses, realized gains and losses on the sale of long-term assets, expenses related to stock-based compensation, gains or losses on extinguishment of debt, or changes in the fair value of warrant liabilities in the period presented. Adjusted EBITDA is not a measure of financial performance under U.S. GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with U.S. GAAP.

(2)      Unlevered free cash flow is defined as Adjusted EBITDA less capital expenditures, expenses related to stock-based compensation, taxes, and changes in net working capital. Unlevered free cash flow reflects forecasted tax expense of $0.0 in 2H 2024, $0.0 in 2025, $0.3 million in 2026, $0.7 million in 2027, $0.9 million in 2028, and $1.5 million in 2029. Unlevered free cash flow is not a measure of financial performance under U.S. GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with U.S. GAAP.

Stronghold Management Projections for Bitfarms

The following table presents a summary of the Stronghold Adjusted Projections for Bitfarms, as prepared by Stronghold’s management based on the Bitfarms Projections, which figures may reflect rounding. In preparing the Stronghold Adjusted Projections for Bitfarms, Stronghold management assumed, among other things, a Bitcoin hashprice of $55/PH/day throughout the projection period, a downward adjustment for certain growth projects expected to be completed later in the projection period, and revised assumptions for the cost of power. These adjustments were based on the judgment and experience of Stronghold management and discussions with Bitfarms management and differ from the assumptions accounted for in the Bitfarms Projections as set forth in the section entitled “— Bitfarms Unaudited Prospective Financial Information.”

____________

(1)      Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization, further adjusted by the removal of one-time transaction costs, non-recurring expenses, realized gains and losses on the sale of long-term assets, expenses related to stock-based compensation, gains or losses on extinguishment of debt, or changes in the fair value of warrant liabilities in the period presented. Adjusted EBITDA is not a measure of financial performance under U.S. GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with U.S. GAAP.

(2)      Unlevered free cash flow is defined as Adjusted EBITDA less capital expenditures, expenses related to stock-based compensation, taxes, and changes in net working capital. Unlevered free cash flow reflects forecasted tax expense of $0.3 million in 2H 2024, $1.2 million in 2025, $1.2 million in 2026, $19.9 million in 2027, $109.3 million in 2028, and $240.8 million in 2029. Unlevered free cash flow is not a measure of financial performance under U.S. GAAP. Accordingly, it should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with U.S. GAAP.

Stronghold does not intend to update or otherwise revise the above unaudited financial forecasts to reflect circumstances existing after the date when such forecasts were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial forecasts are no longer appropriate, except as may be required by applicable law.

Bitfarms Unaudited Prospective Financial Information

Bitfarms is including limited unaudited prospective financial information in this proxy statement/prospectus solely because it was among the financial information provided to Stronghold and Cohen & Co. Capital Markets in connection with their respective evaluation of the merger (the “Bitfarms Projections”). The inclusion of the Bitfarms Projections should not be regarded as an indication that any of Bitfarms, Stronghold, their respective affiliates, officers, directors, advisors or other representatives, Cohen & Co. Capital Markets or any other recipient of this information considered, or now considers, it necessarily to be predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such. The Bitfarms Projections were prepared solely for internal use and are subject to the assumptions and estimates made and certain limitations, qualifications and conditions.

While presented with numeric specificity, the Bitfarms Projections reflect numerous estimates and assumptions made with respect to business, economic, market, competition, financial conditions and other matters specific to Bitfarms’ business, all of which are difficult to predict and many of which are beyond Bitfarms’ control. The Bitfarms Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Bitfarms can give no assurance that the Bitfarms Projections and the underlying estimates and assumptions will be realized. In addition, since the Bitfarms Projections cover multiple years, such information by its nature becomes less predictive with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The Bitfarms Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward complying with IFRS Accounting Standards, the published guidelines of the SEC regarding projections or the guidelines established by the IFRS Accounting Standards and Canadian Securities Administrators for preparation and presentation of prospective or forward-looking financial information. The Bitfarms Projections have been prepared by, and are the responsibility of Bitfarms’ management. Neither Bitfarms’ independent registered public accounting firm, PricewaterhouseCoopers LLP, nor any other independent accountants, have compiled, reviewed, audited, examined, or performed any agreed-upon procedures, or expressed any form of assurance, with respect to the Bitfarms Projections included in this proxy statement/prospectus, and they have not expressed any opinion or any other form of assurance on such projections or the achievability of the results reflected in such projections, and they assume no responsibility for, and disclaim any association with, such projections. The report of PricewaterhouseCoopers LLP contained in Amendment No. 1 to Bitfarms’ Annual Report on Form 40-F for the year ended December 31, 2023, which is incorporated by reference into this proxy statement/prospectus, relates to the Bitfarms historical audited financial statements and does not extend to the Bitfarms Projections and should not be read to do so. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS Accounting Standards, and non-IFRS financial measures such as those used in the Bitfarms Projections may not be comparable to similarly titled amounts used by other companies or persons.

The Bitfarms Projections do not take into account any circumstances or events occurring after the date it was prepared. Bitfarms can give no assurance that, had the Bitfarms Projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, BITFARMS DOES NOT INTEND TO, AND DISCLAIMS ANY OBLIGATION TO, MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE BITFARMS PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING SINCE ITS PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE BITFARMS PROJECTIONS ARE NOT REALIZED, INCLUDING WITH RESPECT TO THE ACCOUNTING TREATMENT OF THE MERGER UNDER IFRS ACCOUNTING STANDARDS, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

The Bitfarms Projections do not take into account the possible financial and other effects on Bitfarms of the merger and does not attempt to predict or suggest future results of the combined company. The Bitfarms Projections do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, potential synergies that may be achieved by the combined company as a result of the merger or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the Bitfarms Projections do not take into account the effect on

Bitfarms of any possible failure of the merger to occur. None of Bitfarms, Stronghold or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder of Bitfarms or Stronghold or other person regarding Bitfarms’ ultimate performance compared to the information contained in the Bitfarms Projections or that the forecasted results will be achieved. The inclusion of the Bitfarms Projections herein should not be deemed an admission or representation by Bitfarms or its respective advisors or other representatives or any other person that it is viewed as material information of Bitfarms, particularly in light of the inherent risks and uncertainties associated with such forecasts.

The following table presents a summary of the Bitfarms Projections prepared by Bitfarms management and provided to Stronghold and Cohen & Co. Capital Markets.

____________

(1)      Adjusted EBITDA is a non-IFRS Accounting Standards measure and is calculated as net income (loss) before interest, taxes, depreciation and amortization, further adjusted by depreciation and amortization, the removal of one-time transaction costs, the impairment of long-lived assets and stock-based compensation expense in the period presented.

(2)      Unlevered free cash flow is a non-IFRS Accounting Standards measure and is calculated as Adjusted EBITDA less taxes capital expenditures, and changes in net working capital.

No assurances can be given that the assumptions made in preparing the above Bitfarms Projections will accurately reflect future conditions. The estimates and assumptions underlying the Bitfarms Projections involve judgments with respect to, among other things, future economic, competitive, financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic and competitive uncertainties and contingencies, including, among others, the risks and uncertainties described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this proxy statement/prospectus, all of which are difficult to predict and many of which are beyond the control of Bitfarms and/or Stronghold and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information, whether or not the merger is completed.

In light of the foregoing, and considering that the special meeting will be held after the Bitfarms Projections were prepared, as well as the uncertainties inherent in forecasting information, Bitfarms shareholders and Stronghold stockholders are cautioned not to place unwarranted reliance on such information, and Bitfarms urges all Bitfarms shareholders and Stronghold stockholders to review Bitfarms’ most recent SEC filings for a description of Bitfarms’ reported financial results. See “Where You Can Find Additional Information.”

Listing of Bitfarms Common Shares

It is a condition to the completion of the merger that the Bitfarms common shares issued pursuant to the merger agreement are approved for listing on Nasdaq and the TSX, subject to customary conditions and official notice of issuance. Bitfarms must use its reasonable best efforts to cause the Bitfarms common shares to be issued in the merger to be approved for listing on Nasdaq and the TSX.

Delisting and Deregistration of Stronghold Class A Common Stock

As promptly as practicable after the effective time, Stronghold Class A common stock currently listed on Nasdaq will cease to be listed on Nasdaq and will be deregistered under the U.S. Exchange Act.

Interests of Stronghold’s Directors and Executive Officers in the Merger

In considering the recommendation of the Stronghold board of directors that you vote to approve and adopt the merger agreement and approving the transactions contemplated thereby, including the merger, and, you should be aware that aside from their interests as Stronghold stockholders, Stronghold’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Stronghold stockholders generally. Members

of the Stronghold board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to Stronghold stockholders that the merger agreement and the transactions contemplated thereby, including the merger, be approved and adopted. For more information see the sections entitled “The Merger Proposal — Background of the Merger” and “The Merger Proposal — Stronghold’s Reasons for the Merger; Recommendation of the Stronghold Board of Directors.” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below. The individuals listed in the bullets below currently serve as directors and executive officers since the beginning of January 1, 2023. Gregory A. Beard serves as a director and executive officer. During this period, Matthew J. Smith served as a director and executive officer until his resignation, effective November 15, 2024. Ryan M. Weber has served as an executive officer since May 1, 2024.

•        Directors:    Gregory A. Beard, Indira Agarwal, Thomas Doherty, Sarah P. James, Thomas J. Pacchia and Thomas R. Trowbridge, IV; and

•        Executive Officers:    Gregory A. Beard and Richard J. Shaffer.

For a list of assumptions used to quantify certain payments and benefits, please see the section entitled “The Merger Proposal — Interests of Stronghold’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits to Stronghold’s Executive Officers” below.

Treatment of Stronghold Equity Awards

Options.    At the effective time, each outstanding Stronghold option, whether vested or unvested, other than each Stronghold option that is held by a former employee of, former non-employee director of, or former other service provider to, Stronghold or its subsidiaries, in each case, as of immediately prior to the effective time (a “former employee option”), will be assumed by Bitfarms and converted into an option to acquire Bitfarms common shares. Each of these converted options will continue to have and be subject to substantially the same terms and conditions as were applicable to such option immediately prior to the effective time, except that (i) such option shall be exercisable for that number of Bitfarms common shares (rounded, if necessary, to the nearest whole share) determined by multiplying the number of shares of Stronghold Class A common stock subject to such Stronghold option as of immediately prior to the effective time by the exchange ratio and (ii) the per share exercise price for each Bitfarms common share issuable upon exercise of the converted option will be (rounded, if necessary, up to the nearest whole cent) equal to the exercise price per share of Stronghold Class A common stock under such Stronghold option divided by the exchange ratio; provided, however, that the adjustments provided based on this formula with respect to Stronghold options are intended to be effected in a manner that is consistent with Section 409A of the Code. At the effective time, each former employee option (whether vested or unvested) will be canceled and converted into the right to receive a number of Bitfarms common shares equal to the product of (x) the number of shares of Stronghold Class A common stock subject to such former employee option as of immediately prior to the effective time and (y) (A) the excess, if any, of the merger consideration value over the exercise price per share of Stronghold Class A common stock applicable to such former employee option, divided by (B) the merger consideration value (the “former employee option consideration”). Bitfarms will deliver the former employee option consideration, less any required withholding taxes and without interest, within 10 business days following the effective time.

Restricted Stock Units.    At the effective time, each outstanding restricted stock unit denominated in Stronghold Class A common stock (each a “Stronghold RSU”), whether vested or unvested, will automatically vest in full and be treated as a share of Stronghold Class A common stock for purposes of the merger agreement, including the right to receive per share merger consideration (the “Stronghold RSU consideration”), except that, pursuant to the schedules to the merger agreement, each Stronghold RSU that is granted between the date of execution of the merger agreement and the effective time (each, an “Interim Stronghold RSU”) will be assumed by Bitfarms and converted into a number of Bitfarms restricted stock units with the same terms and conditions as were applicable to such Interim Stronghold RSU immediately prior to the effective time (including with respect to vesting and termination-related vesting provisions) and relating to the number of Bitfarms common shares equal to the product of (i) the number of shares of Stronghold Class A common stock subject to such Interim Stronghold RSU immediately prior to the effective time, multiplied by (ii) the exchange ratio, with any fractional shares rounded to the nearest whole share. Stronghold will deliver the Stronghold RSU consideration, less any withholding taxes and without interest, within 10 business days following the effective time; provided, to the extent that any payment within such time or on such date would trigger a tax or penalty under Section 409A of the Code, such payment will be made on the earliest date that payment would not trigger such tax or penalty.

Quantification of Payments.    For an estimate of the amounts that would be payable to each of Stronghold’s named executive officers on settlement of their unvested Stronghold equity awards outstanding as of the date hereof, see the section entitled “The Merger Proposal — Interests of Stronghold’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits to Stronghold’s Executive Officers” below. There are no Stronghold executive officers who are not named executive officers.

No non-employee directors hold any Stronghold equity awards and are not entitled to any additional payments or benefits in connection with the merger.

Severance Arrangements with Executive Officers

Gregory A. Beard is a party to an employment agreement with Stronghold that provides for certain payments and benefits in the event of a termination of his employment without “cause” (as defined in his employment agreement) or a resignation for “good reason” (as defined in his employment agreement). Upon such termination and subject to Mr. Beard’s timely execution of a release of claims in favor of Stronghold and its affiliates, Mr. Beard is entitled to: (i) 12 months of his base salary for the year in which the termination occurs, payable in substantially equal installments over 12 months, (ii) a pro-rated portion of the annual bonus that he would have been paid for the calendar year in which the termination occurs, payable at the same time bonuses are paid to similarly situated employees and (iii) reimbursement for a 12 month period for the full amount Mr. Beard pays to effect and continue coverage under Stronghold’s group health plans for himself and any eligible dependents. Additionally, if Mr. Beard is terminated without “cause” or resigns for “good reason” within the 12-month period following a “change in control” (as defined in Stronghold’s equity incentive plan), then Mr. Beard is entitled to the payments described above except that the 12 months of base salary will instead be payable in a lump sum on the 60th day after his termination. The merger will constitute a “change in control” as defined in Stronghold’s equity incentive plan.

Matthew J. Smith is a party to an employment retention and continuation agreement with Stronghold (the “retention agreement”) that provides for a pro-rated payment of his 2024 cash bonus in the event of a termination of his employment for any reason other than “cause” (as defined in the retention agreement). Additionally, Mr. Smith is a participant in the Stronghold severance plan (the “severance plan”) under which he is entitled to certain payments and benefits in the event of a termination of his employment without “cause” (as defined in the severance plan) or for “good reason” (as defined in the severance plan), in each case, within 60 days prior to, or one year following, a “change in control” (as defined in the severance plan). Upon such termination and subject to Mr. Smith’s timely execution of a release of claims in favor of Stronghold and its affiliates, Mr. Smith is entitled to (i) a lump sum payment equal to 12 weeks of his base salary, plus an additional two weeks of his base salary for each full year he has been employed at Stronghold, (ii) a lump sum payment equal to a prorated amount of his quarterly bonus for the quarter that includes the termination date and (iii) a lump sum payment equal to 12 weeks of the monthly premium that would otherwise by payable for continued coverage under Stronghold’s group health plans for Mr.  Smith and any eligible dependents. Mr. Smith resigned from his position as Stronghold’s Chief Financial Officer, effective November 15, 2024. In connection with his resignation, Mr. Smith is entitled to the pro-rated payment of his 2024 cash bonus, which bonus will be payable at closing. Additionally, Mr. Smith is not entitled to any payments under the severance plan.

Richard J. Shaffer is not a party to any employment or severance agreement or arrangement with Stronghold and is therefore not entitled to any severance payments or benefits in the event of a termination of his employment.

The merger will constitute a “change in control” (as defined in the Stronghold severance plan). For an estimate of the value of the payments and benefits described above that would be payable to Stronghold’s named executive officers upon a termination of employment, see the section entitled “The Merger Proposal — Interests of Stronghold’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits to Stronghold’s Executive Officers” below. There are no Stronghold executive officers who are not named executive officers.

Other Compensation Matters

In addition to the payments and benefits above, under the terms of the merger agreement, Stronghold may take certain compensation actions prior to the completion of the merger that will affect Stronghold’s directors and executive officers, although determinations related to such actions have not been made as of the date of this proxy statement/prospectus and the impact of such actions is not reflected in the amounts estimated above and in the section entitled “The Merger Proposal — Interests of Stronghold’s Directors and Executive Officers in the Merger — Quantification of Payments

and Benefits to Stronghold’s Named Executive Officers” below. Among other actions, Stronghold may pay directors fees and other compensation and benefits in the ordinary course of business. Stronghold may also make grants of equity awards to directors and executive officers in the ordinary course of business, consistent with past practice, subject to certain limitations.

New Employment Arrangements with Stronghold Executive Officers

There have been no discussions between Bitfarms and the Stronghold executive officers regarding post-closing roles for such executive officers within the Bitfarms organization. However, Bitfarms may engage in such discussions or enter into new agreements with those individuals in the future. There is at this time no assurance that any discussions will result in any new agreements with Bitfarms or, if so, what the terms and conditions of any such agreements would be.

Indemnification and Insurance

From the effective time until the sixth anniversary of the effective time, Bitfarms and Stronghold, as the surviving corporation following the merger, have agreed to, jointly and severally, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of the merger agreement or who becomes, prior to the effective time, an officer or director of Stronghold or any of its subsidiaries against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement of, or incurred in connection with, any actual or threatened proceeding to which such person is a party or is otherwise involved (including as a witness) based on, in whole or in part, or arising out of, in whole or in part, the fact that such person is or was an officer or director of Stronghold or any of its subsidiaries or is or was serving at the request of Stronghold or any of its subsidiaries as an officer or director of another entity, or by reason of anything done or not done by such person in any such capacity.

For a period of six years following the effective time, Bitfarms and the surviving corporation will not amend, repeal or otherwise modify any provision in the organizational documents of the surviving corporation or its subsidiaries in any manner that would affect (or manage the surviving corporation or its subsidiaries, with the intent to or in a manner that would affect) adversely the rights of any indemnified person to indemnification, exculpation and advancement except to the extent required by applicable law. Bitfarms and the surviving corporation will cause to be put in place, and Bitfarms will fully prepay immediately prior to the effective time, “tail” insurance policies with a claims reporting or discovery period of at least six years from the effective time from an insurance carrier with the same or better credit rating as Stronghold’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as Stronghold’s existing policies, subject to a premium cap, with respect to matters, acts or omissions existing or occurring at or prior to the effective time. For more information, see the section entitled “The Merger Agreement — Indemnification and Insurance.”

Bitfarms Board of Directors Following the Merger

The merger agreement does not contemplate any changes to Bitfarms’ current board of directors. Information about Bitfarms’ current board of directors is incorporated herein by reference from Bitfarms’ Notice of Annual General and Special Meeting of Shareholders and Management Information Circular, furnished to the SEC on Form 6-K on May 8, 2024. For more information, see the section entitled “The Merger Agreement — Effects of the Merger — Bitfarms Governance and Other Matters.”

Quantification of Payments and Benefits to Stronghold’s Named Executive Officers

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer and summarizes the potential golden parachute compensation that each named executive officer would be entitled to receive from Bitfarms if the merger is consummated and if the named executive officer’s employment with Stronghold thereafter terminates. The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the merger, including any equity award grants that may be made prior to the closing of the merger.

Solely for purposes of calculating such potential golden parachute compensation, the following assumptions were used:

•        The relevant price per share of Stronghold Class A common stock is $5.19, which is the average closing price per share of Stronghold Class A common stock as reported on Nasdaq over the first five business days following the first public announcement of the merger agreement on August 21, 2024;

•        The effective time is December 31, 2024, which is the assumed date of the closing of the merger solely for purposes of the disclosure in this section; and

•        For purposes of calculating any severance, the assumed termination date is December 31, 2024, which is the assumed date of the closing of the merger for purposes of the disclosure in this section.

____________

(1)      Represents the cash severance amount payable to each named executive officer upon a termination of employment by Stronghold without cause or for good reason. The amounts payable in respect of such termination are “double-trigger” payments, which means that the amounts will become payable only on a termination of employment following the effective time of the merger. For Mr. Beard, amounts include $600,000 in severance payments and $600,000 for a pro-rated annual bonus for the year of termination, subject to Mr. Beard’s continued compliance with the restrictive covenants in his employment agreement, including his continued compliance with the non-competition and non-solicitation provisions for 12 months post-termination. Mr. Shaffer is not a party to any employment or severance arrangements and is not entitled to any severance payments on termination. For Mr. Smith, amounts represent a pro-rated payment of $56,250 for his 2024 annual bonus that would have been payable January 1, 2025, subject to Mr. Smith’s continued compliance with the restrictive covenants in his restrictive covenant agreement, including his continued compliance with the non-competition and non-solicitation provisions for 12 months post-termination.

(2)      Represents the value of the unvested Stronghold RSUs held by each named executive officer as of the date hereof assuming the effective time of the merger is December 31, 2024. The amounts payable in respect of the outstanding and unvested Stronghold RSUs are “single-trigger” payments, which means that the amounts will become payable solely as a result of continued employment through the effective time of the merger. No Stronghold options are held by any named executive officer. Mr. Smith is not entitled to any accelerated vesting of his unvested Stronghold RSUs because he forfeited such Stronghold RSUs on his resignation, effective November 15, 2024.

(3)      Represents the estimated value of continuation of medical, dental, vision and health benefits provided to Mr. Beard by Stronghold for a period of 12 months following termination of employment. The continuation benefits provided to Mr. Beard are “double-trigger” payments. Mr. Shaffer is not entitled to any continuation benefits on termination. In connection with his resignation, Mr. Smith forfeited any continuation benefits under the Stronghold severance plan.

(4)      The total amounts do not reflect any reductions to “parachute payments” as defined by Code Section 280G in order to avoid any applicable excise tax thereunder. A definitive analysis of the need, if any, for such reductions will depend on the effective time, the date of termination (if any) of the named executive officer and certain other assumptions used in the applicable calculations.

Accounting Treatment of the Merger

The merger will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3. Bitfarms, as the acquirer for accounting purposes, will record identifiable assets acquired and liabilities assumed from Stronghold at their respective fair values (except for limited exceptions where IFRS 3 requires a different measurement basis) at the date the merger is completed. Any excess of the merger consideration over the net fair value of such assets and liabilities will be recorded as goodwill. Conversely, any excess of the fair value of the identifiable assets acquired and liabilities assumed from Stronghold at their respective fair values over the total merger consideration would be recorded as a gain on merger.

Stronghold’s operating results will be included in Bitfarms’ consolidated results of operations only for periods subsequent to the closing of the merger. The earnings of Bitfarms following closing of the merger will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense, amortization expense and interest expense. Indefinite-lived intangible assets, including goodwill, will not be

amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, Bitfarms determines that tangible or intangible assets (including goodwill) are impaired, Bitfarms would record an impairment charge at that time.

The unaudited pro forma condensed combined financial information presented in this proxy statement/prospectus has been derived from the historical unaudited interim condensed consolidated financial statements of Bitfarms and Stronghold as at, and for the nine months ended, September 30, 2024 and the audited historical consolidated financial statements of Bitfarms and Stronghold as at, and for the fiscal year ended, December 31, 2023. The unaudited pro forma condensed combined statement of financial position as at September 30, 2024 presents the financial position of Bitfarms and Stronghold giving pro forma effect to the merger as if the merger had occurred on September 30, 2024. The unaudited pro forma condensed combined statement of earnings (loss) for the nine months ended September 30, 2024 and the year ended December 31, 2023, presents the results of operations of Bitfarms and Stronghold giving pro forma effect to the merger as if the merger had occurred on January 1, 2023.

Regulatory Approvals Required for the Merger

To complete the merger and the other transactions contemplated by the merger agreement, Stronghold and Bitfarms must make and deliver certain filings, submissions and notices and obtain required authorizations, approvals, consents or expiration of waiting periods from certain governmental and regulatory bodies. Stronghold and Bitfarms have each agreed to, promptly following the execution of the merger agreement, prepare and deliver such filings and obtain such approvals necessary to complete the merger and the other transactions contemplated by the merger agreement (except for the filings and notifications made pursuant to the HSR Act as described below).

Under the merger agreement, Stronghold and Bitfarms must cooperate in good faith and jointly determine no later than 45 days following the execution of the merger agreement whether pre-merger filings are required under the HSR Act. Due to the length of the interim period, Stronghold and Bitfarms have agreed to extend the deadline to determine whether pre-merger filings are required under the HSR Act to a date that is approximately 60 days prior to the anticipated closing date. If the parties determine that such filings are required, they must make these filings no later than 10 business days following the date of such determination. If the merger is subject to the requirements of the HSR Act, then Stronghold and Bitfarms must each use its reasonable best efforts to ensure the prompt expiration of any applicable waiting period under the HSR Act.

The FTC, the DOJ, state attorneys general, and others may challenge the merger on antitrust grounds either before or after the expiration or termination of the applicable waiting period. Accordingly, at any time before or after completion of the merger, any of the FTC, the DOJ or other regulatory authorities could take action under the antitrust laws, including without limitation seeking to enjoin the completion of the merger or permitting completion subject to regulatory concessions or conditions. Neither Stronghold nor Bitfarms believes that the merger violates federal or state antitrust laws, but there can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

In addition, under the merger agreement, Stronghold is required to cause the Scrubgrass Project Company and the Panther Creek Project Company to file with FERC the “informational filing” required under Section 2 of the PJM Tariff and a request for a waiver of the 90-day period set forth on Schedule 2 of the PJM Tariff. On September 12, 2024, the Scrubgrass Project Company and the Panther Creek Project Company made these filings in FERC Docket Nos. ER24-3031 and ER24-3030, respectively. On November 8, 2024, FERC accepted the Scrubgrass Project Company’s informational filing and granted the 90-day period waiver request. On December 2, 2024, FERC accepted the Panther Creek Project Company’s informational filing and granted the 90-day period waiver request.

Although Stronghold and Bitfarms believe that they will receive the required authorizations and approvals described above to complete the merger, there can be no assurance as to if and when any of the approvals required to be obtained for the merger and the other transactions contemplated by the merger agreement will be obtained or as to the conditions or limitations that such approvals may contain or impose.

Appraisal or Dissenters’ Rights

The stockholders of Delaware corporations have appraisal rights provided by Section 262 of the DGCL, to the extent applicable, provided they satisfy the special criteria and conditions set forth in Section 262 of the DGCL. No appraisal rights or dissenters’ rights will be available to holders of Stronghold Class A common stock in connection with the merger. Pursuant to the terms of the voting agreement, the sole holder of Stronghold Class V common stock agreed to waive its appraisal and dissenters’ rights in connection with the merger.

Litigation Relating to the Merger

As of the time of this filing, Stronghold has received a number of demand letters from purported Stronghold stockholders. The demand letters generally allege that the proxy statement/prospectus misstates and/or omits material information related to the merger. The demand letters generally request that Stronghold or Bitfarms, as the case may be, disseminate corrective disclosures to cure the alleged misstatements and/or omissions in the proxy statement/prospectus. No lawsuits have thus far been filed in connection with these demand letters, and Stronghold and Bitfarms believe the allegations in the letters are without merit.

It is possible that additional, similar demand letters may be received or complaints may be filed asserting similar allegations. Stronghold and Bitfarms cannot predict the outcome of any disputes arising from the demands set forth in the demand letters. Any lawsuits related to the merger, including those relating to the allegations in the demand letters, could prevent or delay completion of the merger and result in substantial costs to Stronghold and Bitfarms, including any costs associated with indemnification.

Restrictions on Resales of Bitfarms Common Shares Received in the Merger

The Bitfarms common shares to be issued in connection with the merger will be registered under the U.S. Securities Act and will be freely transferable under the U.S. Securities Act, except for shares issued to any shareholder who may be deemed to be an “affiliate” of Bitfarms for purposes of Rule 144 under the U.S. Securities Act. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under the common control with Bitfarms and may include the executive officers, directors and significant shareholders of Bitfarms. This proxy statement/prospectus does not cover resale of Bitfarms common shares received by any person upon completion of the merger, and no person is authorized to make use of this proxy statement/prospectus in connection with any such resale.

The Bitfarms common shares to be issued in connection with the merger will be freely transferable in Canada under applicable Canadian securities laws, provided that (i) the trade is not a control distribution (within the meaning of applicable Canadian securities laws), (ii) no unusual effort is made to prepare the market or to create a demand for the Bitfarms common shares that are the subject of the trade, (iii) no extraordinary commission or consideration is paid to a person or company in respect of the trade and (iv) if the selling Bitfarms shareholder is an insider or officer of Bitfarms, the selling Bitfarms shareholder has no reasonable grounds to believe that Bitfarms is in default of Canadian securities legislation.

Dividend Policy

Since incorporation, neither Bitfarms nor Stronghold have paid any dividends relating to the Bitfarms common shares or the Stronghold common stock, respectively. It is not anticipated that Bitfarms or Stronghold will pay any dividends in the immediate or foreseeable future.

Under the terms of the merger agreement, during the period before the closing of the merger, neither Bitfarms nor Stronghold is permitted to pay any dividends or make any other distributions on its capital stock except in certain limited circumstances.

Material U.S. Federal Income Tax Considerations

The following is a general discussion of U.S. federal income tax consequences of the merger that may be relevant to holders of Stronghold Class A common stock, as well as consequences to U.S. holders (as defined below) of the ownership and disposition of Bitfarms common shares received pursuant to the merger. This discussion does not address any tax treatment of any other transactions occurring in connection with the merger, including the exchanges and the conversion. This discussion is limited to holders who hold their Stronghold Class A common stock, and

will hold their Bitfarms common shares received pursuant to the merger, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based on current provisions of the Code, the Treasury regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the IRS, each as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect, any of which changes could affect the accuracy of the statements and conclusions set forth herein.

This discussion does not purport to address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Stronghold Class A common stock in light of their particular facts and circumstances, nor does it apply to holders of Stronghold Class A common stock that are subject to special rules under the United States federal income tax laws (including, for example, banks or other financial institutions; dealers in securities or currencies; traders in securities that elect to apply a mark-to-market method of accounting; insurance companies; tax-exempt entities; entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein); subchapter S corporations; retirement plans, individual retirement accounts or other tax-deferred accounts; real estate investment trusts; regulated investment companies; holders liable for the alternative minimum tax; certain former citizens or former long-term residents of the United States; holders having a functional currency other than the U.S. dollar; holders who hold their Stronghold Class A common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated transaction; holders subject to special tax accounting rules as a result of any item of gross income with respect to Stronghold Class A common stock being taken into account in an “applicable financial statement” as defined in Section 451(b) of the Code; except as expressly discussed below, holders who own or will own at least 5% by vote or value of Stronghold Class A common stock (immediately prior to the merger) or of Bitfarms common shares (immediately after the merger); and holders who acquired their Stronghold Class A common stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan or pursuant to the exchanges or conversion). This discussion does not describe any state, local or foreign tax law considerations, or any aspect of U.S. federal tax law other than income taxation (e.g., alternative minimum tax, the 3.8% Medicare tax on certain net investment income, or estate or gift tax).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Stronghold Class A common stock, or will own Bitfarms common shares received pursuant to the merger, the tax treatment of a person treated as a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as partners in a partnership holding Stronghold Class A common stock, or that will hold Bitfarms common shares received pursuant to the merger, should consult their own tax advisors regarding the tax consequences to them of the merger and the ownership and disposition of Bitfarms common shares after the merger.

ALL HOLDERS OF STRONGHOLD COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER AND THE OWNERSHIP AND DISPOSITION OF BITFARMS COMMON SHARES RECEIVED PURSUANT TO THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Stronghold Class A common stock (prior to the merger) or Bitfarms common shares (following the merger) that is, for United States federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity taxable as a corporation for United States federal income tax purposes) created or organized in the United States or under the laws of the United States or any subdivision thereof;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “non-U.S. holder” means a beneficial owner of Stronghold Class A common stock (prior to the merger) or Bitfarms common shares (following the merger) that is not a U.S. holder or a partnership (or any other entity classified as a partnership for U.S. federal income tax purposes).

U.S. Federal Income Tax Consequences of the Merger Generally

Based on the transaction structure, the receipt of the merger consideration in exchange for Stronghold Class A common stock pursuant to the merger is expected to be a taxable transaction for U.S. federal income tax purposes and the remainder of this discussion assumes that the merger will be so treated.

Consequences of the Merger to U.S. Holders

In general, a U.S. holder that receives Bitfarms common shares pursuant to the merger will recognize gain or loss equal to the difference, if any, between (i) the fair market value of Bitfarms common shares received and the amount of cash received in lieu of fractional Bitfarms common shares and (ii) such U.S. holder’s adjusted tax basis in its Stronghold Class A common stock exchanged in the merger. A U.S. holder’s adjusted tax basis in Stronghold Class A common stock generally will equal the price the U.S. holder paid for such shares. Such gain or loss will be capital gain or loss and generally will be treated as long-term capital gain or loss if the U.S. holder has held the Stronghold Class A common stock for more than one year at the effective time of the merger. Long-term capital gains of non-corporate U.S. holders (including individuals) are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Stronghold Class A common stock at different times or at different prices, any gain or loss and the holding period with respect to the Stronghold Class A common stock exchanged must be determined separately, with respect to each block of Stronghold Class A common stock that is exchanged.

A U.S. holder’s aggregate tax basis in its Bitfarms common shares received in the merger will equal the fair market value of such shares at the effective time of the merger, and the U.S. holder’s holding period for such shares will begin on the day after the merger.

Consequences of the Merger to Non-U.S. Holders

A non-U.S. holder’s receipt of Bitfarms common shares in exchange for Stronghold Class A common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

•        the gain, if any, on such shares is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. holder’s permanent establishment in the United States);

•        the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the exchange of Stronghold Class A common stock for Bitfarms common shares pursuant to the merger and certain other conditions are met; or

•        the non-U.S. holder’s Stronghold Class A common stock constitute “United States real property interests” (“USRPIs”) for U.S. federal income tax purposes by reason of Stronghold’s status as a “United States real property holding corporation” (“USRPHC”) at any time during the shorter of the five-year period preceding the merger and the non-U.S. holder’s holding period in the Stronghold Class A common stock; provided, that generally only non-U.S. holders who have held more than 5% of the Stronghold Class A common stock at any time during such five-year or shorter period will be subject to taxation under this rule, as described below.

A non-U.S. holder described in the first bullet point immediately above will generally be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder, as described above. If such non-U.S. holder is a corporation, it may also be subject to a branch profits tax imposed at a rate of 30% (or a lower treaty rate) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments. A non-U.S. holder described in the second bullet point immediately above will be subject to tax at a rate of 30% (or a lower treaty rate) on any gain realized, which may be offset by certain U.S. source capital losses recognized in the same taxable year, even though the individual is not considered a resident of the United States.

A non-U.S. holder whose gain is described in the third bullet point above generally will be taxed on a net income basis at the rates and in the manner generally applicable to U.S. holders. A corporation generally is characterized as a USRPHC if the fair market value of the USRPIs owned by the corporation and certain of its subsidiaries equals or exceeds 50% of the sum of the fair market value of (i) the USRPIs owned by the corporation and certain of its subsidiaries, (ii) interests in real property located outside of the United States owned by the corporation and certain of its subsidiaries and (iii) other assets used or held for use by the corporation and certain of its subsidiaries in a trade or business. USRPIs include any interest (other than an interest solely as a creditor) in real property located in the United States or the Virgin Islands and in another USRPHC. Real property generally includes land and unsevered natural products of the land, improvements on land and personal property associated with the use of real property within the meaning of applicable Treasury Regulations.

Although Stronghold believes that it is not, and has not been a USRPHC, it has not recently undertaken a complete analysis as to whether it may have been a USRPHC at any time during the preceding five years. Accordingly, no assurances can be provided that Stronghold was not a USRPHC at any time during the relevant period. Nevertheless, in the event that Stronghold were a USRPHC at any time during such period, as long as the Stronghold Class A common stock is considered regularly traded on an established securities market (which includes Nasdaq, on which the Stronghold Class A common stock is listed) as of the effective time, gain from the exchange of Stronghold Class A common stock for Bitfarms common shares in the merger will be subject to taxation only with respect to a non-U.S. holder that actually or constructively held more than 5% of the Stronghold Class A common stock at any time during the five-year period ending on the date of the merger.

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances.

U.S. Federal Income Tax Considerations for U.S. Holders Owning and Disposing of Bitfarms Common Shares

Distributions

In general, subject to the PFIC rules discussed below, the gross amount of any distribution received by a U.S. holder with respect to its Bitfarms common shares (including amounts withheld to pay Canadian withholding taxes) will be included in the gross income of the U.S. holder as dividend income to the extent attributable to Bitfarms’ current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, would be treated as a non-taxable return of capital to the extent of your basis in the Bitfarms common shares and thereafter as capital gain. However, Bitfarms does not expect to calculate earnings and profits in accordance with U.S. federal income tax principles. Accordingly, you should expect to generally treat distributions if any made by Bitfarms as dividends.

If you are an individual or other non-corporate U.S. holder, dividends that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital gains. Dividends with respect to Bitfarms common shares generally will be qualified dividend income, provided that (i) Bitfarms is not a PFIC in the taxable year of the dividend or the preceding taxable year, (ii) Bitfarms is not a surrogate foreign corporation within the meaning of Section 7874 of the Code, and (iii) you meet certain holding period requirements. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the Canadian dollar payments made, determined at the spot Canadian dollar/U.S. dollar rate on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars (and with the value of such distributions computed before any reduction for any Canadian withholding tax). Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Such foreign exchange gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.