Riot Platforms, Bitfarms enter settlement agreement

Riot Platforms (RIOT) 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 (BITF). On September 23, Riot and the company entered into a settlement agreement, pursuant to which Andres Finkielsztain resigned from the company’s board of directors; 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from time to time provided that she is independent for purposes of the mandate of the special committee and Riot has withdrawn its requisition for a special meeting of shareholders of the company. Immediately prior to, and immediately after, the entering into of the agreement, Riot beneficially owned 90,110,912 common shares of Bitfarms, representing approximately 19.9% of the issued and outstanding common shares. 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 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, enter into transactions that increase or hedge its economic exposure to the common shares without affecting its beneficial ownership of the common shares or 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.