Mr. Phil McPherson of Riot reports
RIOT PLATFORMS, INC. EARLY WARNING REPORT PRESS RELEASE REGARDING WAIVER AND IRREVOCABLE PROXY
Riot Platforms Inc. has issued 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.
On April 7, 2025, Riot delivered a waiver and irrevocable proxy to the company, pursuant to which Riot irrevocably waived and relinquished its rights under Section 2.2, Section 3.4, Section 3.5, Section 3.7 and Section 5 of the settlement agreement dated Sept. 23, 2024, between the company and Riot (as previously described in Riot's press release and early warning report dated Sept. 23, 2024, and a copy of which is available under the company's profile on SEDAR+), which provided, among other things: (i) that the Riot nominee (as defined in the settlement agreement) be a member of the company's board of directors; (ii) that the board be composed of not more than six members; (iii) that Riot has the right to nominate an individual to replace a previous Riot nominee; (iv) that neither the board nor the company be entitled to remove the Riot nominee, except in certain circumstances; and (v) that Riot has certain pre-emptive rights. Riot irrevocably released the company from all of its obligations in connection with the foregoing waived and relinquished rights. Pursuant to the waiver and irrevocable proxy, Riot granted to the company and any of its designees an irrevocable proxy to vote or act by written consent as determined by the company from time to time, solely with respect to any subject securities (as defined in the settlement agreement), the voting power of which represents in excess of 9.9 per cent of the total voting power of all securities of the company entitled to vote for the election of directors of the company from time to time outstanding. As a result of such proxy, Riot currently exercises voting power over approximately 54,810,793, or approximately 9.9 per cent, of the outstanding common shares. Such proxy shall automatically and immediately be terminated on the date on which the subject securities represent 9.9 per cent or less of the total voting power of all securities of the company entitled to vote for the election of directors of the company from time to time outstanding. For additional details regarding the waiver and irrevocable proxy, see the full text of the waiver and irrevocable proxy, 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 delivery of the waiver and irrevocable proxy, Riot beneficially owned 90,110,912 common shares of Bitfarms, representing approximately 16.3 per cent of the issued and outstanding common shares (as calculated based on the information contained in the company's management's discussion and analysis for the year ended Dec. 31, 2024).
Riot intends to review its investment in the company on a continuing basis, and, subject to the terms of the settlement agreement and depending upon various factors, including without limitation, any discussion between Riot, the company, and/or the board and its advisers 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 derivatives 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) to (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 SEDAR+.
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 or contact Phil McPherson, vice-president, capital markets and investor relations, at 303-794-2000, extension 110.
About Riot Platforms Inc.
Riot's vision is to be the world's leading bitcoin-driven infrastructure platform. Its mission is to positively impact the sectors, networks and communities that it touches. It believes 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, Colo.
We seek Safe Harbor.
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