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Bitfarms Ltd. Regulatory Filings 2021

Aug 12, 2021

47699_rns_2021-08-12_14ded829-9a72-4b39-b917-4b94918ab2bf.pdf

Regulatory Filings

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August 12, 2021

Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Financial and Consumer Service Commission (New Brunswick) Nova Scotia Securities Commission Office of the Superintendent of Securities, Service Newfoundland & Labrador Office of the Superintendent of Securities, Government of Prince Edward Island

We refer to the Short Form Base Shelf Prospectus of Bitfarms Ltd. (the company) dated August 12, 2021 relating to the offering for sale from time to time, during the 25-month period commencing August 12, 2021, the securities of the company with a total offering price of such securities, in the aggregate, of up to US$500,000,000 (or the equivalent thereof in Canadian dollars or one or more foreign currencies or composite currencies).

We consent to being named in and to the incorporation by reference in the above-mentioned Short Form Base Shelf Prospectus of our report dated March 24, 2021 to the Shareholders of the company on the following consolidated financial statements:

  • consolidated statements of financial position as at December 31, 2020;

  • consolidated statements of profit or loss and comprehensive income (loss), changes in equity and cash flows for period ended December 31, 2020; and

  • the notes to the consolidated financial statements, which include a summary of significant accounting policies/which include significant accounting policies and other explanatory information.

We report that we have read the Short Form Base Shelf Prospectus and all information included therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial statements on which we have reported or that are within our knowledge as a result of our audit of such consolidated financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the Short Form Base Shelf Prospectus as these terms are described in the CPA Canada Handbook – Assurance.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

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PricewaterhouseCoopers LLP PwC Centre, 354 Davis Road, Suite 600, Oakville, Ontario, Canada L6J 0C5 T: +1 905 815 6300, F: +1 905 815 6499, www.pwc.com/ca

PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.