Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot”) issues this
press release pursuant to Part 3 of Canadian National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues and Part 5 of Canadian National Instrument
62-104 – Take-Over Bids and Issuer Bids in respect of Bitfarms Ltd.
(NASDAQ/TSX: BITF) (“Bitfarms” or the “Company”).
On September 23, 2024, Riot and the Company entered into a
settlement agreement (the “Agreement”), pursuant to which
(i) Andrés Finkielsztain resigned from the Company’s Board of
Directors (the “Board”); (ii) Amy Freedman was appointed to
the Board, the Governance and Nominating Committee and the
Compensation Committee of the Board, and will be appointed to each
“special committee” of independent directors of the Board that is
currently constituted or may be constituted from time to time
provided that she is independent for purposes of the mandate of the
“special committee”; and (iii) Riot has withdrawn its requisition
for a special meeting of shareholders of the Company. For
additional details regarding the Agreement, see the joint press
release filed by Riot and Bitfarms on September 23, 2024, the full
text of the Agreement which is or will be made available under the
Company’s profile on SEDAR+, and Riot’s early warning report that
will be filed in accordance with applicable Canadian securities
laws.
Immediately prior to, and immediately after, the entering into
of the Agreement, Riot beneficially owned 90,110,912 common shares
(the “Common Shares”) of Bitfarms, representing
approximately 19.9% of the issued and outstanding Common Shares (as
calculated based on information provided by the Company).
Riot intends to review its investment in the Company on a
continuing basis and, subject to the terms of the Agreement, and
depending upon various factors, including without limitation, any
discussion between Riot, the Company and/or the Board and its
advisors regarding, among other things, the Company’s financial
position and strategic direction, overall market conditions, other
investment opportunities available to Riot, and the availability of
securities of the Company at prices that would make the purchase or
sale of such securities desirable, Riot may (i) increase or
decrease its position in the Company through, among other things,
the purchase or sale of securities of the Company, including
through transactions involving the Common Shares and/or other
equity, debt, notes, other securities, or derivative or other
instruments that are based upon or relate to the value of
securities of the Company in the open market or otherwise, (ii)
enter into transactions that increase or hedge its economic
exposure to the Common Shares without affecting its beneficial
ownership of the Common Shares or (iii) consider or propose one or
more of the actions described in subparagraphs (a) - (k) of Item 5
of Riot’s early warning report filed in accordance with applicable
Canadian securities laws, including submitting a revised proposal
to acquire the Company.
This press release is not meant to be, nor should it be
construed as, an offer (or an intention to make an offer) to buy or
the solicitation of an offer to sell any of the Company’s
securities.
Riot will file the Early Warning Report in accordance with
applicable securities laws, which will be available under the
Company’s profile at www.sedarplus.ca. The head office of the
Company is 110 Yonge Street, Suite 1601 Toronto, Ontario M5C 1T4.
The address of Riot is 3855 Ambrosia Street, Suite 301, Castle
Rock, CO 80109.
FOR MORE INFORMATION
For further information and to obtain a copy of the Early
Warning Report, please see the Company’s profile on the SEDAR+
website (www.sedarplus.ca) or contact Phil McPherson, Vice
President, Capital Markets & Investor Relations, at (303)
794-2000 ext. 110.
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 the Company 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 the Company will enter into
discussions with Riot regarding a proposed combination of Riot and
the Company; 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 of Bitfarms
shareholders to be held on November 6, 2024 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.
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/20240923931332/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
Media Contact: Longacre Square Partners Joe Germani / Dan
Zacchei jgermani@longacresquare.com /
dzacchei@longacresquare.com
Bitfarms (NASDAQ:BITF)
過去 株価チャート
から 10 2024 まで 11 2024
Bitfarms (NASDAQ:BITF)
過去 株価チャート
から 11 2023 まで 11 2024
