Website Will Allow Shareholders to Learn More
About Bitfarms’ Broken Corporate Governance, the Need for Urgent
Board Change and Riot’s Three Highly Qualified, Independent
Director Nominees
Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot”) today launched
www.ABetterBitfarms.com in connection with its requisition of a
special meeting of shareholders (the “Special Meeting”) of Bitfarms
Ltd. (NASDAQ: BITF) (“Bitfarms” or the “Company”) to reconstitute
the Bitfarms Board of Directors (the “Bitfarms Board”). As
disclosed in Riot’s June 24, 2024 press release, Riot has nominated
three director nominees (the “Nominees”) – John Delaney, Amy
Freedman and Ralph Goehring – for election to the Bitfarms Board at
the Special Meeting. The Special Meeting will also give Bitfarms
shareholders the opportunity to vote on the removal of Bitfarms
Chairman Nicolas Bonta and directors Andrés Finkielsztain and Fanny
Philip. (Ms. Philip was recently appointed by the Bitfarms Board to
fill the vacancy created by the resignation of co-founder Emiliano
Grodzki, who was voted off the Bitfarms Board at the Company’s most
recent Annual General and Special Meeting of Shareholders).
Bitfarms’ shareholders, employees and other stakeholders are
encouraged to visit www.ABetterBitfarms.com to sign up for
important updates, anonymously share their views and learn about
Riot’s efforts to elect directors with much-needed fresh
perspectives, corporate governance acumen and experience in
overseeing significant corporate transactions and serving in
executive management and public company director roles.
***
Bitfarms’ stakeholders deserve better. It is
time to build #ABetterBitfarms.
Visit www.ABetterBitfarms.com to learn
more.
***
About Riot Platforms, Inc.
Riot’s (NASDAQ: RIOT) vision is to be the world’s leading
Bitcoin-driven infrastructure platform. Our mission is to
positively impact the sectors, networks and communities that we
touch. We believe that the combination of an innovative spirit and
strong community partnership allows Riot to achieve best-in-class
execution and create successful outcomes.
Riot, a Nevada corporation, is a Bitcoin mining and digital
infrastructure company focused on a vertically integrated strategy.
Riot has Bitcoin mining operations in central Texas and electrical
switchgear engineering and fabrication operations in Denver,
Colorado.
For more information, visit www.riotplatforms.com.
Cautionary Note Regarding Forward Looking Statements
Statements contained herein that are not historical facts
constitute “forward-looking statements” and “forward-looking
information” (together, “forward-looking statements”) within the
meaning of applicable U.S. and Canadian securities laws that
reflect management’s current expectations, assumptions, and
estimates of future events, performance and economic conditions.
Such forward-looking statements rely on the safe harbor provisions
of Section 27A of the U.S. Securities Act of 1933 and Section 21E
of the U.S. Securities Exchange Act of 1934 and the safe harbor
provisions of applicable Canadian securities laws. Because such
statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such
forward-looking statements. Words and phrases such as “anticipate,”
“believe,” “combined company,” “create,” “drive,” “expect,”
“forecast,” “future,” “growth,” “intend,” “hope,” “opportunity,”
“plan,” “potential,” “proposal,” “synergies,” “unlock,” “upside,”
“will,” “would,” and similar words and phrases are intended to
identify forward-looking statements. These forward-looking
statements may include, but are not limited to, statements
concerning: uncertainties as to whether Bitfarms will enter into
discussions with Riot regarding a proposed combination of Riot and
Bitfarms; the outcome of any such discussions, including the terms
and conditions of any such potential combination; the future
performance, liquidity and financial position of the combined
company, and its ability to achieve expected synergies; and
uncertainties as to timing of the Special Meeting or the outcome.
Such forward-looking statements are not guarantees of future
performance or actual results, and readers should not place undue
reliance on any forward-looking statement as actual results may
differ materially and adversely from forward-looking statements.
Detailed information regarding the factors identified by the
management of Riot, which they believe may cause actual results to
differ materially from those expressed or implied by such
forward-looking statements in this press release, may be found in
Riot’s filings with the U.S. Securities and Exchange Commission
(the “SEC”), including the risks, uncertainties and other factors
discussed under the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” of Riot’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2023, filed with the SEC on February 23, 2024, and the other
filings Riot has made or will make with the SEC after such date,
copies of which may be obtained from the SEC’s website at
www.sec.gov. All forward-looking statements contained herein are
made only as of the date hereof, and Riot disclaims any intention
or obligation to update or revise any such forward-looking
statements to reflect events or circumstances that subsequently
occur, or of which Riot hereafter becomes aware, except as required
by applicable law.
Information in Support of Public Broadcast Exemption under
Canadian Law
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable corporate and securities laws. Shareholders
of the Company are not being asked at this time to execute a proxy
in favour of the Nominees or in respect of any other matter to be
acted upon at the Special Meeting. In connection with the Special
Meeting, Riot intends to file a dissident information circular in
due course in compliance with applicable corporate and securities
laws. Notwithstanding the foregoing, Riot has voluntarily provided
in, or incorporated by reference into, this press release the
disclosure required under section 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations (“NI 51-102”) and has
filed a document (the “Document”) containing disclosure prescribed
by applicable corporate law and disclosure required under section
9.2(6) of NI 51-102 in respect of the Nominees, in accordance with
corporate and securities laws applicable to public broadcast
solicitations. The Document is hereby incorporated by reference
into this press release and is available under the Company’s
profile on SEDAR+ at www.sedarplus.ca. The registered office of the
Company is 110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4
Canada.
Neither Riot nor any director or officer of Riot is requesting
that Company shareholders submit a proxy at this time. Once formal
solicitation of proxies in connection with the Special Meeting has
commenced, proxies may be revoked by a registered holder of Company
shares: (a) by completing and signing a valid proxy bearing a later
date and returning it in accordance with the instructions contained
in the accompanying form of proxy; (b) by depositing an instrument
in writing that is signed by the shareholder or an attorney who is
authorized by a document that is signed in writing or by electronic
signature; (c) by transmitting by telephonic or electronic means a
revocation that is signed by electronic signature in accordance
with applicable law, as the case may be: (i) at the registered
office of the Company at any time up to and including the last
business day preceding the day the Special Meeting or any
adjournment or postponement of the Special Meeting is to be held,
or (ii) with the chair of the Special Meeting on the day of the
Special Meeting or any adjournment or postponement of the Special
Meeting; or (d) in any other manner permitted by law. In addition,
proxies may be revoked by a non-registered holder of Company shares
at any time by written notice to the intermediary in accordance
with the instructions given to the non-registered holder by its
intermediary.
This press release and any solicitation made by Riot in advance
of the Special Meeting is, or will be, as applicable, made by Riot,
and not by or on behalf of the management of the Company. Proxies
may be solicited by proxy circular, mail, telephone, email or other
electronic means, as well as by newspaper or other media
advertising and in person by managers, directors, officers and
employees of Riot who will not be specifically remunerated
therefor. In addition, Riot may solicit proxies by way of public
broadcast, including press release, speech or publication and any
other manner permitted under applicable Canadian laws, and may
engage the services of one or more agents and authorize other
persons to assist it in soliciting proxies on their behalf.
Riot has entered into agreements with Okapi Partners LLC
(“Okapi”) and Shorecrest Group Ltd. (“Shorecrest”) in connection
with solicitation and advisory services in respect of the
requisitioned meeting, for which Okapi will receive a fee not to
exceed US$1,200,000 and Shorecrest will receive a fee not to exceed
US$110,000, in each case together with reimbursement for reasonable
and out-of-pocket expenses, and under which each of Okapi and
Shorecrest will be indemnified against certain liabilities and
expenses, including certain liabilities under securities laws.
The costs incurred in the preparation and mailing of any
circular or proxy solicitation by Riot will be borne directly and
indirectly by Riot. In the event any of the Nominees are elected or
appointed to the Bitfarms Board, Riot intends to seek reimbursement
from Bitfarms of all expenses it incurs in connection with the
solicitation of proxies for the election of the Nominees at the
Special Meeting.
None of Riot, any director or officer of Riot nor any associate
or affiliate of the foregoing (i) has any material interest, direct
or indirect, by way of beneficial ownership of securities of the
Company or otherwise, in any matter to be acted upon at the Special
Meeting, other than the election of directors, or (ii) has or has
had any material interest, direct or indirect, in any transaction
since the beginning of the Company’s last completed financial year
or, other than the proposal submitted by Riot to Bitfarms on April
22, 2024 and referred to in Riot’s press release dated May 28, 2024
(which proposal has since been withdrawn by Riot), in any proposed
transaction that has materially affected or will materially affect
the Company or any of the Company’s affiliates.
No Offer to Purchase or Sell Securities
This press release is for informational purposes only and is not
intended to and does not constitute an offer to sell or the
solicitation of an offer, or an intention to offer, to subscribe
for or buy or an invitation to purchase or subscribe for any
securities, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
Such an offer to purchase securities would only be made pursuant to
a registration statement, prospectus, tender offer, takeover bid
circular, management information circular or other regulatory
filing filed by Riot with the SEC and available at www.sec.gov or
filed with applicable Canadian securities regulatory authorities on
SEDAR+ and available at www.sedarplus.ca.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240708478675/en/
Investor Contacts: Phil McPherson 303-794-2000 ext. 110
IR@Riot.Inc
Okapi Partners Bruce Goldfarb / Chuck Garske, (877) 285-5990
info@okapipartners.com
Shorecrest Group 1-888-637-5789 (North American Toll-Free)
contact@shorecrestgroup.com
Media Contact: Longacre Square Partners Joe Germani / Dan
Zacchei jgermani@longacresquare.com /
dzacchei@longacresquare.com
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