Title

Presentation

Bitfarms Ltd. beats earnings expectations. Reported EPS is $-0.03, expectations were $-0.04.

Operator: Thank you for standing by, and welcome to Bitfarms’ First Quarter 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the call over to Tracy Krumme, SVP, Investor Relations and Corporate Communications. Please go ahead.

Tracy Krumme: Thank you. And welcome to Bitfarms’ first quarter 2025 conference call. With me on the call today is Ben Gagnon, Chief Executive Officer and Director; and Jeff Lucas, Chief Financial Officer. Before we begin, please note this call is being webcast with an accompanying slide presentation. Today’s press release and our presentation can be accessed on our website, bitfarms.com, under the Investor section. Turning to Slide 2. I’d like to remind everyone that certain forward-looking statements will be made during the call, and that future results could differ from those implied in this statement. The forward-looking information is based on certain assumptions and is subject to risks and uncertainties, and I invite you to consult Bitfarms’ MD&A for a complete list.

Please note, that references will be made to certain measures not recognized under IFRS and therefore may not be comparable to similar measures presented by other companies. We invite listeners to refer to today’s press release and our MD&A for definitions of the aforementioned non-IFRS measures and their reconciliations to IFRS measures. Please note that all financial references are denominated in U.S. dollars, unless otherwise noted. I’d also like to remind everyone that we will be at the following upcoming conferences: Consensus ‘25, which takes place today through May 16 in Toronto; the AIM’s Summit in London from May 19 to 20; Bitcoin 2025 Conference in Las Vegas from May 27 to May 29; HPE Discover in Las Vegas from June 23 to June 26; and Northland’s Virtual Growth Conference on June 25.

There will be opportunities for in-person one-on-one investor meetings around these conferences. So if interested, please reach out to investors at bitfarms.com. And now, turning to Slide 3, it is my pleasure to turn the call over to Ben Gagnon, Chief Executive Officer and Director. Ben, please go ahead.

Ben Gagnon: Thanks, Tracy. Good morning, and welcome to Bitfarms’ Q1 2025 earnings presentation. I’m thrilled to address our esteemed audience of investors, analysts and stakeholders who have joined us today. Your support and engagement are invaluable as we navigate one of the most transformative periods in Bitfarms’ history. Turning to Slide 4. The global demand for compute power is surging, driven by AI innovation, cloud computing and data intensive applications. Bitfarms is fully equipped to meet this insatiable demand with our robust North American energy portfolio and operational expertise. A recent McKinsey report cited that by 2030, companies across the compute value chain need to invest a staggering $5.2 trillion into data centers to meet worldwide demand for AI alone.

This is based off of a projected 156 gigawatts of AI-related data center capacity demand by 2030, a 125 of which will be added in the next five years. In five years the power needs for HPC and AI will be almost 10 times the power needs of Bitcoin today. The bottleneck on the growth is not chips but power, and this is where Bitfarms comes into play. We are no longer solely a Bitcoin mining company, we are evolving into a leading North American energy and compute infrastructure company. This strategic pivot leverages our core competencies and energy portfolio positioning us at the forefront of the exciting high growth sectors of high-performance computing, artificial intelligence and energy infrastructure, while maintaining cost effective and efficient upside to rising Bitcoin prices.

Today, we’ll guide you through our solid progress in Q1 with a focus on two key priorities for 2025: continued U.S. expansion and advancing our HPC and AI business. By focusing on these priorities, we aim to drive long-term shareholder value, capitalize on macro tailwinds in energy and compute markets, and establish Bitfarms as a leader in powering tomorrow’s economy. Turning to Slide 5. In Q1, we made extraordinary progress in rebalancing our portfolio toward the United States and HPC and AI infrastructure, executing two transformative transactions that set the stage for our future growth. First, we acquired strategic U.S. energy campuses and power generation facilities giving us immediate HPC development opportunities and a robust multi-year growth pipeline in Pennsylvania.

With these two flagship campuses each boasting a multiyear pathway to nearly 500 megawatts of power capacity in prime locations, we are attracting interest from institutions with a robust appetite for power and compute infrastructure. Second, we strategically divested our Yguazu, Paraguay Bitcoin mining site. This site was purpose built for Bitcoin mining and lacked the fiber and market demand for HPC and AI conversion, making it misaligned with our new HPC and U.S. centric strategy. The strategic site divestiture was profitable and brought in significant cash proceeds for reinvestment in our U.S. growth initiatives. More importantly, it allowed us to avoid hundreds of millions of dollars in capital expenditures needed to complete and equip the site for Bitcoin mining, preserving our balance sheet strength for higher value opportunities and keeping our capital, time and efforts focused on the U.S. and HPC.

The rapid and simultaneous execution of these transactions demonstrates Bitfarms’ agility and forward thinking approach towards managing and developing our energy and compute infrastructure portfolio. We’re not just planning for the future, we’re building it. To support this pivot, we’ve restructured our organization, streamlining operations and aligning teams for HPC and AI development in the U.S. We’ve onboarded top-tier executives with expertise in HPC and AI and construction management, enabling us to collaborate at an accelerated pace with our world-class advisors, WWT and ASG. These advisors have brought extensive resources and expertise, helping us assess, design, and co-market our HPC assets to prospective clients, significantly collapsing development timelines and ensuring better outcomes.

Lastly, on the Bitcoin mining front, we grew our Exahash Under Management over 50% in first quarter to 19.5 exahash. We are now incredibly well positioned to take advantage of rising Bitcoin prices with almost no planned Bitcoin mining CapEx remaining. Importantly, with fewer than 300 miners left to clear U.S. customs and those 300 scheduled to clear this week, we have practically no foreseeable tariff risks on our miners. Over 94% of our purchased miners are now installed and with the final install of remaining miners occurring this quarter, we’ve effectively completed our planned Bitcoin mining growth initiatives. Through this fleet upgrade, we have gained market share and reduced our operating cost per terahash dramatically. Importantly, with no material CapEx planned for Bitcoin mining, the majority of our current 2025 CapEx investments will focus on electrical infrastructure, namely substations, transmission lines, and civil works.

The capstone of our Q1 achievements actually occurred on April 1, when we secured up to $300 million from a division of Macquarie Group, one of the world’s largest infrastructure investors. The deal validates our HPC and AI development thesis and provides the capital to begin development of our Panther Creek campus, which I’ll discuss shortly. The initial $50 million tranche is secured by Bitfarms’ assets, with an additional $250 million that will become available as we achieve specific development milestones. This partnership not only strengthens our financial position, but also opens doors to other top-tier collaborators, enhancing our credibility and outcomes in the HPC and AI market. Turning to Slide 6. The foundation we built in Q1 was what we needed to do as a company to facilitate our pivot to HPC and the U.S., and I am proud to say that we accomplished in Q1 exactly what we sought out to get done.

Now with this foundation complete and with the right people, advisors and assets in place, we are focused on developing our HPC business in a systematic and scalable fashion. Our HPC and AI business is being built on a structured, repeatable process designed for scalability and efficiency across our portfolio of data centers. For every site, we will seek to convert into HPC, we will develop the master plans while pursuing site specific strategic financing partners or structures to finance the infrastructure development in an accretive fashion to our shareholders. Afterwards, construction of infrastructure and the customer acquisition process will both ramp simultaneously in order to accelerate timelines. This repeatable approach ensures we can streamline workflows and replicate our success and learnings at Panther Creek across other sites in our portfolio while maintaining consistency, optimizing resources, and wherever possible collapsing timelines.

I would now like to take a moment to zoom in on Panther Creek, where we have secured initial financing and are making great progress on the master site planning. Turning to Slide 7. With a potential capacity of nearly 500 megawatts, supported by multiple power sources, ample fiber access, and strategically located near major metropolitan areas and existing data center clusters, Panther Creek is going to be our first HPC campus. We’ve made significant progress on Panther Creek’s development since we secured the site in March. On this slide, we have some renders of one of the conceptual data center plans for Panther Creek that are coming out of the design and engineering of the site master plan. So far, we’ve created preliminary site map plans, 3D models, and test fits for various data center designs, allowing us to optimize the campus layout across numerous phases of development and designs.

Phase 1 and Phase 2 substation design and engineering are nearly complete, and we’ve also conducted site visits with leading manufacturers and suppliers of modular data center infrastructure, exploring innovative solutions to accelerate deployment and reduce costs as we build for the HPC needs of the future. Further engineering, design, and planning are underway, with the goal of finalizing the master plan for Panther Creek in the second quarter. Once complete, we’ll break ground in the second half of 2025, initiating construction of transmission lines, securing key substation equipment, and beginning civil works to prepare the land for active construction. Simultaneously, we’ll be ramping up customer acquisition efforts, engaging prospective clients to refine the infrastructure based on their specific needs.

This dual-track approach ensures we’re building a market-ready facility that maximizes value without wasting any time. Turning to Slide 8. I’m excited to share that the feasibility assessments from WWT and ASG have validated the suitability of all of our U.S. sites, Panther Creek, Scrubgrass, Sharon and Washington state for HPC and AI conversion. These sites boast the critical attributes needed for high performance data centers, immediate power capacity, ample land, robust fiber networks, proximity to major metropolitan areas, and positioning in high-demand compute markets. For example, Panther Creek, Scrubgrass and Sharon in Pennsylvania benefit from their location in the PJM Interconnection, one of the largest and most reliable power markets in the U.S. with access to multiple power sources for enhanced reliability.

In Washington, our site is strategically positioned in a region known for its stable low-cost hydropower below $0.03 per kilowatt hour and the existing data center cluster that has developed around it, making it an ideal location for HPC and AI development. These assessments confirm that our U.S. portfolio is not just viable but exceptionally well suited for conversion. Each site is ready to support the infrastructure demands of AI workloads, from power intensive GPU clusters to high speed data connectivity. Our ultimate objective will be to convert all U.S. sites to HPC and AI over time, starting with Panther Creek as our flagship campus. This validation strengthens our confidence in our strategy and positions Bitfarms to capture a significant share of the rapidly growing HPC/AI market.

Importantly, the work at Panther Creek also serves as a blueprint for our broader U.S. portfolio. We’re undertaking similar planning and engineering across all our U.S. sites, creating a scalable pipeline of HPC and AI data centers to bring to market. Each campus and site will benefit from the lessons learned at Panther Creek, improving efficiency and reducing development timelines as we expand development across our U.S. portfolio. Turning to Slide 9: As we look to the future, Bitfarms is poised for extraordinary growth in 2025 and beyond. Building off our strong Bitcoin mining experience and foundation, our strategic pivot to HPC and AI infrastructure aligns us with the rampant demand for compute power, driven by AI innovation, cloud computing, and data intensive applications.

With a clear path to 1.4 gigawatts power capacity, we’re building an exciting energy and compute portfolio to power tomorrow’s economy. Our energy portfolio has been rebalanced to 70% North American. With all U.S. sites validated for HPC and AI conversion. We are well positioned to maximize the value of our power portfolio through HPC conversion and have the structured development processes, worldclass team and advisors to do so rapidly and efficiently. Our Bitcoin mining operations produce free cash flow to support the business and our HPC development and our Bitcoin One program builds off the success we achieved in 2024, delivering cost effective exposure to rising Bitcoin prices and seeking to amplify returns. Lastly, we are doing this with a financial foundation that is stronger than ever.

With up to $300 million in financing from a division of Macquarie Group, coupled with strong liquidity, we have the capital to execute our vision accretively with minimal dilution. Bitfarms is not just adapting to the future, we’re building it. For our shareholders, this represents an unparalleled opportunity to invest in a company at the forefront of a transformative industry, with significant upside potential that we believe has yet to be recognized by the market. Thank you for joining us on this exciting journey. I’m confident that our strategic vision, disciplined execution, and strong financial position will deliver exceptional value in the quarters and years ahead. Turning to Slide 10, and with that, I will turn the call over to Jeff for the financial update.

Jeffrey Lucas: Thanks Ben, and thanks, everyone for joining us this morning. Before we dive into the first quarter numbers, I would like to highlight a few key elements about our financial position: We are well capitalized for 2025 and beyond, and our financing model as we focus on HPC and AI is straightforward. Our Bitcoin mining business remains solid, achieving steady mining margins and providing a consistent cash flow stream to fund our G&A and debt service as we build out Panther Creek. With our miner upgrade substantially complete, we have no plans, nor the need for any substantial miner purchase programs. Our low CapEx mining business is largely de-risked and is well positioned to benefit from any potential Bitcoin upside.

And, importantly, the CapEx requirements to grow our HPC and AI business in the near-term are funded with the recent financing secured from Macquarie Group. In short, with steady mining economics, no plans for additional large miner purchases, minimal impact expected from potential tariffs, and the remainder of this year’s capital expenditures funded or with financing in place, we are confident that our financial position will enable us to efficiently and cost effectively grow our U.S. HPC and AI business. Turning now to Slide 11. We are excited to join forces with Macquarie to finance our HPC and Ai business cost effectively with minimal dilution. In addition to funding the initial phase of our buildout of Panther Creek, their expertise and their vast experience in HPC and AI infrastructure financing will be integral as we look to further scale the project and expand to other sites within our portfolio.

Our highly valued and appreciating North American assets, combined with the higher margin and predictable earnings stream characteristic of HPC and AI, enabled us to secure this attractive debt facility. These funds are dedicated to financing the HPC data center development at our Panther Creek location. Announced in April, the initial tranche of $50 million will cover the soft cost development, with the $250 million project financing tranche about for drawing as we achieve specific development milestones. Turning to Slide 12. Turning now to our first quarter financial performance. With the acquisition of Stronghold, our operations expanded to encompass power generation and hosting. In the first quarter, we earned and received 699 Bitcoin for total revenue of $67 million, up 33% year-over-year.

Revenue from our mining activities was $65 million, with the balance of about $2 million from our Volta electrical services subsidiary and from Stronghold’s Bitcoin hosting and electricity generation businesses following our March 14 acquisition date. Our gross mining profit was $28 million, representing a direct mining margin of 43% and an average of $40,100 per Bitcoin mined. Cash G&A was $20 million included unusual and non-recurring professional services fees of about $2 million in the quarter, primarily for expenses incurred in connection with the Stronghold acquisition and sale of our Yguazu facility to Hive Digital Assets. Operating loss was $32 million in the quarter and included $17 million of impairment charges attributable largely to our Argentina operation and the impact there of higher energy prices and unfavorable foreign exchange rate movements.

As a result, net loss for the first quarter was $36 million, or $0.07 per share. Turning to Slide 13: For the first quarter, our Adjusted EBITDA was $15 million, or 23% of revenue. This encompasses primarily our self-mining revenue supplemented by income earned on our hosting activities and our electricity generation. Focusing on first quarter operating performance and per-Bitcoin metrics, gross mining profit was $28 million, or 43% of mining revenue. Our direct mining cost per Bitcoin in the first quarter was $47,800 with our all-in cash cost to mine a Bitcoin at $72,300 compared to revenue per Bitcoin earned of $92,500 resulting in profit per Bitcoin of just over $20,000, for a cash profit contribution from our mining activities of about $14 million.

I wish to note that, as we continue to prioritize growing our HPC and AI business, we no longer plan to publish monthly production reports. Instead, we will be providing regular updates on progress with our HPC and AI initiatives. We believe this aligns more closely with the strategic direction of our business. Turning to Slide 14: I will now speak to our liquidity and our anticipated capital needs. As of May 13, we had total liquidity of approximately $150 million comprised of cash and unencumbered BTC. In addition, under the Yguazu sale agreement, we expect to receive from Hive $26 million ratably over the next five remaining months and we project generating on average about $8 million per month of free cash flow from our mining operations.

We anticipate this to be sufficient to meet our remaining CapEx needs for 2025, which we project to be under $100 million. Importantly, this number does not include any near-term HPC and AI capital needs, which are planned to be funded by Macquarie. In closing, we believe our financial position provides a solid foundation to execute on the HPC and AI initiatives that Ben laid out this morning, and we look forward to keeping you updated as we continue to scale our U.S. operation. With that, I’ll turn the call back to the operator for questions-and-answers.

Operator: Thank you. [Operator Instructions] Our first question comes from the line of Mike Colonnese of H.C. Wainwright & Company. Please go ahead, Mike.

Mike Colonnese: Hi. Good morning, guys, and thank you for taking my questions. First one for me is on the HPC, AI side. Jeff, you highlighted $100 million or so of CapEx that’s not including any additional development of the HPC data centers. But if you could provide maybe some more specifics as to what the infrastructure development to continue to build out the 500 megawatts of total expected capacity that would entail that total number? And then, from an infrastructure development standpoint, what would need to happen thereafter in terms of client discussions for you guys to bring the site to the next stage?

Jeffrey Lucas: So, let me start off initially here by just commenting here that we’re actually working now in the final stages of our master development plan, what we’re going to do with the Panther Creek. So, we’re actually going to have a lot more information forthcoming shortly here in terms of what those expenditures are going to be. But right now, we’re still in the process of putting together the expectations there. But Ben, maybe you want to add about some of the timelines and expectations that we have there?

Ben Gagnon: Yeah, happy to and thanks for the question, Mike. So first thing is, as Jeff said, we’re completing our master site plan, supposed to be done this quarter and that’s one of the next key development milestones in order to access the full $300 million facility with Macquarie. Just give you a ballpark of what that $300 million can accomplish for us at that Panther Creek site. Effectively, we can build out all of the like powered land infrastructure for the full 500 megawatts there at the Panther Creek location, or we can build out the initial substation and the first building of HPC for the power campus and we need further financing to finish out the remaining five or six buildings there.

Mike Colonnese: Got it. That’s very helpful, Ben. Appreciate that. And then, on the Bitcoin mining side, you guys have obviously improved the fleet efficiency quite a bit through the transformative fleet upgrade here to 19 joules (ph) and terahash. But curious, is there any further room to optimize or improve your overall power costs on the Bitcoin mining side?

Ben Gagnon: So we have a two different things there. I mean, first, we have about 6% of the miners still remaining to be installed. All of those miners that are waiting to be installed have efficiency higher than the 19. So there’s going to be marginal improvement there on the energy efficiency side. And I think the big part of this here is that with the PJM facilities that we’ve secured and the active mining that we’re doing throughout Pennsylvania, we now have a lot of energy trading opportunities in our portfolio. So for the first time, we have a lot more control and flexibility of our power prices. But what this means is that we’re not seeking to achieve a certain dollar per megawatt hour figure or seeking to do is optimize free cash flow out of those mining operations on a daily basis.

And so some days it might make sense to pay higher price and flex a little bit more hash rate. Some days it might make sense to run less and target a lower price. So with those PGM facilities, we have a lot more control over energy and that gives us a lot more downside protection, a lot more optimization here on the free cash flow. And that’s our big way here of managing hash costs rolling forward.

Mike Colonnese: Thanks, Ben.

Jeffrey Lucas: Thanks, Mike.

Operator: Thank you. Our next question comes from the line of Thomas Shinske of Cantor. Please go ahead. Thomas?

Thomas Shinske: Hi, Ben and Jeff. This is Thomas on for Brett. Thank you for taking my question. I guess you just mentioned the master plan as part of the additional milestones for the additional $250 million secondary tranche from Macquarie. I guess what specific other development milestones must be met to access the additional $250 million?

Ben Gagnon: Jeff, do you want to take that?

Jeffrey Lucas: Yes. As you said, the milestones are pretty straightforward here going forward here. The way it works here is that as we put together the master development plan, we’ve identified what the anticipated capital expenditures are going to be along the way. Once we have the really the approval from Macquarie for the master development plan, we can begin drawing upon that facility here to take advantage of each of the various tranches as the capital requirements arise. So it’s actually a pretty straightforward mechanism here.

Thomas Shinske: Awesome. Thanks. And then just one more, if I may. Ben, you mentioned as we enter the second half of 2025, you will look to start securing some critical substation infrastructure. I was just wondering if you’ve already put yourself in the queue for some of the long lead items here given the high demand for this infrastructure?

Ben Gagnon: Thanks, Tom. We’re still working on the master plans. We haven’t placed deposits on any of the equipment yet. There are timelines here, so we should expect to have the first tranches of additional power probably in 12 to 18 months from today at the Panther Creek location and that includes our anticipation that we’d be putting orders down for substation equipment in the second half of this year.

Thomas Shinske: Awesome. Thanks, guys.

Ben Gagnon: Thanks, Tom.

Operator: Thank you. Our next question comes from the line of Mike Grondahl of Northland Capital Markets. Please go ahead, Mike.

Mike Grondahl: Hey, guys. Thanks. It seems like you’re off to a nice start with Panther Creek. How would you rank Scrubgrass, Sharon and Washington State? Do you guys have an internal ranking or will it be customer demand that drives what’s next? Just kind of like your thoughts there.

Ben Gagnon: Thanks, Mike. It’s a great question. We’ve had a lot of initial conversations with potential customers and Panther Creek stands out as the best opportunity site that we have in our portfolio, that’s due to a couple of reasons. One, it’s got the most amount of immediate power over the next 12 to 18 months. And it also has a very clear runway here for the next three years to scale up to several hundred megawatts. And third, that proximity to New York and Philadelphia is probably the best geographical location that we have in our portfolio for HPC, most in demand. As we look across our other sites, Washington, Scrubgrass, Sharon, the sites have different qualities and attractiveness to different kinds of customers. Scrubgrass, very, very similar kind of footprint and demand as Panther Creek, but Panther Creek is just a little bit further along in the additional power connections to the grid that we’re going to be able to use to scale that up to several hundred megawatts, but effectively has almost all of the same characteristics as Panther Creek.

It’s just Panther Creek is a little bit further advanced in its timeline. Sharon is an interesting one as well because it has 110 megawatts there that should be ready in the back half of next year, and that’s a very attractive one as well. It’s got the size and scale to facilitate a lot of interest at customers, but it’s a little bit lower in the priority queue or a little bit — it just doesn’t have the further expansion capacity that really makes Panther Creek and Scrubgrass such exciting prospects with that multi-year development ramp up to almost 500 megawatts. Washington is a very different kind of site. It’s a much smaller site, so it’d be targeting a different kind of customer, but it also has probably the most cost effective and reliable power in our portfolio.

For HPC in Washington, the expected price is about $26 or $27 a megawatt hour. So that’s the lowest possible cost we have across our entire portfolio. It means that we’d have really, really healthy margins. And we’d be going after a different kind of customer, probably something like a government agency, who’d be interested in taking the whole site and having the data sovereignty and the security also themselves. So the different sites have different attractive qualities for different potential customers. And clearly, Panther Creek is our flagship one that we’re going to develop. But after we’ve completed our master site plans here in this quarter, we’re going to be replicating similar efforts across all of those other sites in the U.S. so that we have a pipeline here of sites to market to customers simultaneously.

Mike Grondahl: Got it. That’s helpful. And then, Slide 14 has CapEx needs for 2025 less than $100 million excluding HPC, that less than $100 million, what is it going for? Is that a little bit more infrastructure? Just help us where that’s being spent?

Jeffrey Lucas: Sure. Let me start off and then Ben can add a little color for that. if he wishes. First of all, we actually have that amount here. It’s worth about $75 million is where we are at this point in time here, of which roughly about $5 million actually is logistics costs associated with our miners as we have further deployment strategic locations of these. On top of that, the balance of that really is going to be spent primarily in sharing and to a degree on the Scrubgrass and Panther locations as a sort of building out as Ben pointed out the electrical infrastructure. And for that we have about roughly around $70 million — $65 million for that overall. So that’s kind of where we have it allocated at this point in time.

Mike Grondahl: Got it. Okay. Hey, thanks for that color, Jeff.

Jeffrey Lucas: Sure.

Operator: Thank you. Our next question comes from the line of Brian Kinstlinger of Alliance Global Partners. Please go ahead, Brian.

Brian Kinstlinger: Great. Thanks so much. Last quarter, you mentioned the hyperscalers would go through a quick assessment initially to see if the location is worth dedicating their time for a more thorough evaluation. At what point and what do they need to see to start that initial assessment?

Ben Gagnon: So thanks for the question. I mean, we had initial conversations with potential customers even before we had closed on the Stronghold transaction. One of the key things for large scale potential customers like that is the certainty around their investments. And so, it’s really important for us to first secure the sites before those advance to the next level. And the next big thing here for us is, is completing the master site plan because that includes things like the timeline expectations, the budget estimates, the Gantt charts for how construction builds out over time, what are the phases of development and expected power draws at what points in time. And that is really the next key thing that we need. With that in place, it’s a lot easier to go and have these serious conversations with potential customers.

Brian Kinstlinger: Great. And my follow-up, you’ve sold 60% to 70% of your Bitcoins mined over the last two quarters. With the financing in place for HPC and AI, and your limited CapEx for Bitcoin mining, how should we think about Bitcoin HODL versus planned sales going forward?

Jeffrey Lucas: So, really for the sales going forward here, we plan to use that to address our operating requirements here, which is roughly about the fixed costs that we face are roughly about $6 million to $6.2 million a month. So, above and beyond that though, we’re going to be looking to accumulating a HODL here. Are you looking to raise strategically and tactically for a Bitcoin One program here, as a means of using derivatives and instruments like that to really enhance the value and the quantity of Bitcoin that we have here.

Brian Kinstlinger: Great. Thank you.

Operator: Thank you. Our next question comes from Nick Giles of B. Riley Securities. Please go ahead, Nick.

Fedor Shabalin: Thank you very much, operator, and good morning, everyone. This is Fedor Shabalin on behalf of Nick Giles. Ben and Jeff, my first one is about macro-environment. Where are you now in the process of discussion with potential tenants for your HPC capacity and how would you frame up the interest of the capacity in PJM specifically? Thank you.

Ben Gagnon: Yeah. Thanks for the question. As we said, we’ve had initial conversations with customers to verify and gauge their interest, but what we really needed to do to take those conversations to the next stage here is to have the certainty and the timelines for energization and power availability and the construction schedule and associated budgets and costs. All of that is in the planning stages right now in that master site plan development phase, which should be expected to be done this quarter. And then, we’re going to be ramping up those efforts quite aggressively here, not just at our Panther Creek location, but replicating the exact same process here of doing the simultaneous master site plan for a site as well as going to secure or seeking out site specific financing or site specific financing partner for that particular conversion or new construction build, so that we can also put that into the pipeline of sites that are being marketed out to customers simultaneously.

Fedor Shabalin: Thank you for this color. My next one is, you already finished the assessment of potential HPC side. So — and what would be the CapEx needs per 1 megawatt of growth capacity? And what are you looking for in terms of your prospective customer on customers for this HPC capacity? And are you expecting kind of CapEx split for development with HPC megawatts between you and potential tenants? Any color here would be helpful.

Ben Gagnon: Yeah. It’s a good question. The big thing here for us as a business, when you’re looking at how we’re driving shareholder value, kind of, look at where we as a business are priced and valued. I think most of the Bitcoin miners are maybe somewhere in kind of like a three to five multiple of adjusted EBITDA. We’re a bit lower. We’re roughly 2 times adjusted EBITDA. And when you look at what the data center REITs are doing, it’s 20 to 30x. So the big unlock here in shareholder value comes from the long-term contracted revenues themselves as opposed to any particular facet of the development in itself. And so, there’s a variety of different business structures and models that we could use in order to secure those contracted revenues, and there’s a balancing act between CapEx associated with the model, the revenues that are possible per unit of megawatt hours sold and the margins that you’d get on each unit of energy sold as well.

Kind of think of it as a spectrum with the lowest cost being on the powered land, that would be in the few hundreds of thousands of dollars a megawatt. Once you get up to the powered shell, we’re probably in the low $2 million to $4 million a megawatt range. And to move up the stack further to have a completed building ready to throw in racks, it’s going to be closer to maybe $8 million to $10 million a megawatt. We think the sweeter spot here, at least for Panther Creek is probably going to be on the powered shell range. That seems to be in most of our conversations where the sweet spot is between CapEx investment, total revenue per megawatt hour and margin is trying to focus on, not the most amount of revenue per unit of megawatt hours sold, but how do we convert over the most amount of megawatts for the least amount of CapEx with a focus on our return on invested capital.

So, that gives you kind of a sense of kind of what are the relative costs and the way that we’re looking at the various business structures. I’d also say that across our portfolio of sites, different models are going to make sense for the different sites and the different potential customers. It could very well be that in these conversations with potential hyperscaler customers, they want to take over and control more of the build and more of the operations. And with things like government agencies maybe in Washington, they’re more keen to just have a site turnkey ready to just plug in computers or maybe even want to have those computers on-site already. So, there’s a variety of different business models that we’re approaching. But really the primary next steps here are the master site plans and the financing in place to begin construction and conversion across all those sites.

Fedor Shabalin: Thank you, Ben. That’s extremely helpful. And I promise the last one, it’s a quick follow-up on Mac financing. So I know someone already asked it, but want to understand it a little bit better. $50 million is initial draw and $250 million is conditional. Again, could you clarify what milestones should be achieved to be able to draw the next tranches and what is the size of these tranches? Just want to understand the timeline here. Thank you.

Jeffrey Lucas: So, we have a fair amount of — I’m sorry, Ben, did you want to comment?

Ben Gagnon: Yeah. I mean, just — maybe I can sum up the question really quickly. There’s only two tranches here. There’s the 50 and then there’s the 250 for the total of 300. There’s one key development milestone here for the 250, as Jeff said to earlier, which is the completion of the master site planning. That includes all of the engineering schematics, the designs, the site maps, the budgets, the Gantt charts for construction. So, it’s a very comprehensive multi-year development plan that we need to have in place in order for us to convert over and access the full $300 million under that facility. But there’s just the two tranches there, the 50 and the 250.

Jeffrey Lucas: In reference by the way to when we specifically draw, that’s as the needs arise. So, once we have the math plan development plan in place here, we can then proceed to get we have a particular project or investments, then we actually can just present that and work with Macquarie on that and get that financed as the payment stream unfolds.

Fedor Shabalin: Thank you, Ben and Jeff. Appreciate all the color. Continue, best of luck.

Ben Gagnon: Thank you.

Operator: Thank you. Our next question comes from the line of Martin Toner of ATB Capital Markets. Please go ahead, Martin.

Martin Toner: Good morning, everyone. Thanks so much for taking my question. I believe the Macquarie financing is for two years. Just wondering where you think you’ll be in terms of development at that time and/or I guess slightly before that? And how you — what options do you think there will be to refinance and increase financing from there?

Ben Gagnon: So happy to jump in there. It’s a good question, Martin. So the facility, as I said, would be enough in our calculations right now to either do the first HPC data center building completely, and a bit of infrastructure beyond that for the electrical or it’s enough for us to do all of the powered land infrastructure for the entire site. As we continue to develop and as we continue to make progress on the HPC site, we should expect that opportunities for raising further capital at increasingly lower costs are going to be available. And so, as we’ve made progress and want to expand the development process beyond the first building and onto the next several buildings, we’ll be seeking more financing at that time. And we expect to have increasingly lower cost of capital, as we get further through the project and we get closer to contracted revenues and free flow or free cash flow on the site.

Martin Toner: Super. Thank you. What conditions would motivate you to build out infrastructure for the entire site as opposed to like going for that like first dollar of rental revenue, which seems important for lower cost financing going forward?

Ben Gagnon: Yes. It’s a great question. I mean, really what we’re trying to focus on right now is the infrastructure, which is going to service either different kind of fork in the road that you want to take. So that’s the high level stuff of the substation infrastructure, the transmission line infrastructure, the civil works on the land that prepares the land for construction. Those are the areas that regardless of which final direction is taken, those are the steps that need to be done regardless. And so, as we progress here further with the initial site works, initial infrastructure works and conversations with the potential customers’, it’s really going to the be potential customers demand and timelines, which are going to ultimately determine how we’re moving forward and what’s being prioritized, either the total amount of land or the first building.

It’s highly likely that the first building will be prioritized over the entire powered land, but really that’s going to be dependent on the outcome of the conversations that we’re going to be having at a much more accelerated pace in the second quarter of this year.

Martin Toner: Super. Congrats to the team on the progress. That’s all for me.

Ben Gagnon: Thanks, Mark.

Operator: Thank you. Our next question comes from the line of Bill Papanastasiou of KBW. Please go ahead, Bill.

Bill Papanastasiou: Yeah. Good morning, and thanks for taking my questions. For the first one here, Ben, perhaps you can take a minute to speak to your outlook for Bitcoin over the medium term and how that could translate to the Bitcoin mining industry? A number of peers including Bitfarms have been cooling CapEx spend and dilutive financing recently. Perhaps you can share your thoughts on the prospect for attracting investor dollars here going forward? Thanks.

Ben Gagnon: Hey, Bill. Yeah. Absolutely happy to speak to that. We actually have the same outlook on Bitcoin mining economics since about mid-2023. So for the last two years, we’ve been operating under the same set of assumptions, which was at the end of 2023, we expect that mining prices or mining hardware prices should be at their lows with kind of fear and uncertainty going into the halving. We should take advantage of that by locking in as much of the mining hardware as possible. And we want to get that hardware in place for the 2025 bull run, which we have done now. And it was always our view that 2025 bull run was really going to be the big opportunity here for miners and that we’d want to have that diversification kind of sometime in 2026, so that we have a different revenue stream with Bitcoin pulls back in 2026 as we kind of forecasted.

So when you look at where we are now middle of the year in 2025, we’ve done what we sought out to do in order to best position ourselves where we think the Bitcoin mining economic cycle is going to play out. And so far, it’s played out more or less along what we anticipated. Last quarter, we actually had a sensitivity table in the Q4 deck, which showed what were our expectations for bitcoin price over time and what was our expectation for ending network cash rate for each quarter. So what we did there, if you refer back to that slide, there’s kind of a sensitivity table and more of a refined area within that sensitivity table, which gives the reader management’s best expectations for where Bitcoin price, where network cash rate should be at the end of each fiscal quarter through 2026 and what that means for implied hash prices.

It also overlays on top of that some sensitivity colors there, so that you can see what the implied direct mining margins would be across those scenarios. We’re pretty confident that the Bitcoin mining infrastructure that we have right now and the Bitcoin mining hardware efficiency and hash costs that we have is going to be generating pretty healthy margins and free cash flow through 2026. And that’s the view that we’ve had for at this point quite some time now and it really has not changed. I think our focus here is really making sure that we had that Bitcoin mining infrastructure in place. So we had that upside exposure to Bitcoin prices. But where we stand now in middle of 2025, we think the best opportunity for us to invest capital is not in further bitcoin mining right now, but it’s actually in electrical infrastructure specifically for HPC and AI.

Bill Papanastasiou: Awesome. Always appreciate your color on Bitcoin mining, Ben. And now just taking a step back and running through our progress with the transition from some of your Bitcoin mining plans to bringing AI HPC capacity online and securing a long term partner, what would you say are the biggest lessons learned over the past year or so? Thanks.

Ben Gagnon: Yeah. That’s an interesting question, Bill. We started off on this with great expertise in energy infrastructure and development. I think some of the areas that were new to us and things that we didn’t understand were just the different levels of requirements and quality controls around HPC, which have never really been prevalent in our business before, which is why we engage with specific advisors to help us bring in those resources and really get caught up to speed really quickly in terms of what the differences are between the two businesses and the infrastructure that we’re building. Hard to say what’s the biggest lessons, but I can give you like one example. We have a site in Quebec, for instance, that is next to a former industrial plant with a big coal chimney.

And coal chimney has been there for decades. It’s been untouched for decades, but it raised concerns for the structural integrity of the adjacent property to ours on our property for HPC development. It was things like that trying to think beyond even not only what our facility is capable of, but what are the implications for the significant amount of CapEx that goes into an HPC site for even the adjacent properties, which might impact us and that hasn’t really been a consideration for us before in the past on BTC. But with our advisors at WWT and ASG, we’ve really learned a lot very, very quickly. We’ve done the full assessments of all of our sites across the U.S. and Canada. We’ve got the site priority list. We understand what are the areas to focus on, what are the areas to address, what are the areas of concern, what are the areas that are strategic value add and are really, really strong marketing points.

We’ve learned all of that through our advisors from the last couple of months. So we’re in a really strong place right now in the development process. We’re basically laid a very strong foundation here and now we have a very clear identified structured and repeatable process that we’re going to be implementing across all of our U.S. sites in our portfolio.

Operator: Thank you. Our next question comes from the line of Brian Dobson of Clear Street LLC. Please go ahead, Brian.

Brian Dobson: Yeah. Thanks very much for taking my question. As you speak to consultants and potential clients, do you think just from a very high level, you could characterize the willingness to devote resources on the set of enterprises, hyperscalers for call it near term data center expansion. There’s been some hanger in the industry that this type of spending is slowing down. Do you think you could just address that?

Ben Gagnon: Yeah. The demand here for HPC data centers is really insatiable. I know there’s been obviously a lot of market news around DeepSeek and around Microsoft over the last several months. But really that doesn’t come up in most of the conversations that we’ve had with potential customers. Everyone is moving at full speed and I think the key thing here is that those are really short term kind of market reactions to headlines. But when you’re looking at the investments that are taking place and the kind of development timelines associated with HPC, hundreds of millions, if not billions of dollars going into these sites, multiple year timelines, you can’t get distracted in that process with a headline. You have to keep moving forward or you’ll never get the site completed.

And so, for — I think most of the customers out there, DeepSeek, the Microsoft news did not impact them at all. Their demand is still rampant. And when you look at kind of the expected growth in this demand over time, it matches the same kind of dynamics that we have in Bitcoin as a compute market. There’s really only been one-time in Bitcoin’s history where the bottleneck on growth has been chips and that was 2021 silicone shortage. Throughout the rest of Bitcoin’s history in that compute market, the growth — the bottleneck on growth has always been power. And that’s the exact same situation that’s playing out in HPC. I cited that McKinsey report at the beginning of the presentation, which outlined 156 gigawatts of expected demand for HPC.

The Bitcoin network right now is about 15 to 20 gigawatts. And so it’s almost a 10 times increase in total demand compared to where bitcoin is today. And most of that does not exist. So we don’t see any slowing down in the demand. We don’t see any slowing down in the investment. We are still very much in what seems like kind of 1990s Internet kind of stage where people are just getting their first websites, people are just kind of understanding how this technology works. They’re just getting their first exposure here, but we haven’t even really started to dig beneath the surface on what AI is going to do and what the levels of energy consumption and compute are going to be required to unlock that next phase of this industrial revolution.

Brian Dobson: Yes, very good. Thanks very much.

Ben Gagnon: Thank you.

Operator: Thank you. Our next question comes from the line of Joe Flynn of Compass Point. Please go ahead, Joe.

Joe Flynn: I wonder going to more detail on the comment you made in regard to Panther Creek being best suited for a powered shell approach. Just wondering what ultimately how you came to that decision, and if you see opportunities maybe to bypass some of the due-diligence process we’ve seen in the market for more of the fully build out sites. And then in that regard, how would you think about is the goal to ultimately prelease the site, which then the Macquarie capital would become the equity component of the financing or how do you think about next steps in that regard? Thanks.

Ben Gagnon: Hi. Thanks, Joe, Our primary goal here is unlocking shareholder value through long term high margin contracted revenues, that is the big driver of shareholder value for us that we’re trying to tap into. And we always have had a focus in this company of return on invested capital. And that means that oftentimes we’re doing things like we don’t want to buy the most efficient and most expensive miner, because we believe that we can get a better ROIC by going kind of one tier down in the mining stack, saving a lot of CapEx and getting a better ROIC. We’re still very much in the decision and planning stage here with the various customer conversations that are happening and will be ramping up in the second half of this year.

So, it’s really going to be determined by what are the demands of the potential customers and what would that mean in terms of CapEx timeline and expected ROIC. We expect that the further you go along the stack and the more CapEx involved, yes, you’re going to get higher revenues, yes, you’re going to get higher margins, but we think that there might be a trade-off there on the return on the invested capital bit and that those marginal increases in extra CapEx may not be justified by the actual margins that you get and may actually result in a worse ROIC or a lower ROIC than kind of going lower in the stack as we’ve always done with Bitcoin mining. But again, this is very preliminary. We’re going to do whatever makes the most sense in terms of unlocking shareholder value through those long term contracted revenues for those high margins with that emphasis on how do we balance out the CapEx and the ROIC in order to deliver that best return for shareholders.

And that’s ultimately going to be driven by the customer demand and the customer conversations that we’re continuing to have.

Joe Flynn: Great. Thanks.

Operator: Thank you. I would now like to turn the conference back to Ben Gagnon for closing remarks. Sir?

Ben Gagnon: Thank you, everyone for joining today. Just like to reiterate our recent strategic moves to rapidly transform this company. We’ve quickly become a U.S. focused energy and compute company and we have a strong underlying Bitcoin mining business with a lot of exciting potential to HPC (ph) and AI. We will look forward to keeping you up to date on our progress, and thank you very much for attending the call.

Operator: This concludes today’s conference call. Thank you for participating. You may now disconnect.