Riot Launches www.ABetterBitfarms.com
Riot Platforms, NASDAQ: RIOT, has launched www.ABetterBitfarms.com to inform shareholders about issues with Bitfarms' corporate governance and propose changes to its Board of Directors. Riot has called for a special shareholders' meeting to vote on its three nominees: John Delaney, Amy Freedman, and Ralph Goehring. These nominees aim to replace current board members including Chairman Nicolas Bonta, Andrés Finkielsztain, and recent appointee Fanny Philip. The website provides resources for stakeholders to learn more, share their views anonymously, and stay updated on Riot's initiatives. Riot emphasizes the need for new perspectives and stronger governance at Bitfarms.
- Riot has launched a dedicated website to inform and engage shareholders about Bitfarms' corporate governance issues.
- Riot has nominated three highly qualified individuals for the Bitfarms Board, aiming to bring fresh perspectives and stronger governance.
- Riot's actions highlight significant issues with Bitfarms' current corporate governance, suggesting instability and potential management conflicts.
- The need for a special shareholders' meeting to reconstitute the Board indicates serious internal challenges at Bitfarms.
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
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.
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Bitfarms’ stakeholders deserve better. It is time to build #ABetterBitfarms.
Visit www.ABetterBitfarms.com to learn more.
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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
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
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,
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
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
Source: Riot Platforms, Inc.
FAQ
What is the purpose of Riot's website www.ABetterBitfarms.com?
Who are the nominees for the Bitfarms Board proposed by Riot?
What changes does Riot propose for the Bitfarms Board?
When was Riot's press release about the Bitfarms Board changes issued?