Riot Platforms, Inc. (“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.
(“Bitfarms” or the “Company”).
Riot announces that on August 2, 2024 it acquired ownership of
380,838 common shares (the “Purchased Shares”) of the
Company representing approximately 0.08% of the issued and
outstanding Common Shares (the “Common Shares”) of the
Company (based on a report from the Company’s transfer agent dated
July 29, 2024).
The Purchased Shares were acquired through normal course
purchases on the Nasdaq Stock Market and other open market trades
for a weighted average price of approximately US$2.40 per Purchased
Share (equivalent to approximately C$3.33 per Purchased Share based
on the daily exchange rate posted by the Bank of Canada on August
2, 2024 (the “Exchange Rate”)) at a price range per
Purchased Share of approximately US$2.36 to US$2.44 (equivalent to
approximately C$3.27 to C$3.38 based on the Exchange Rate) for an
aggregate amount equal to US$914,468.21 (equivalent to
approximately C$1,267,270.04 based on the Exchange Rate).
Immediately prior to the acquisition of Common Shares giving
rise to the issuance of this press release, Riot beneficially owned
75,886,480 Common Shares, representing approximately 16.82% of the
issued and outstanding Common Shares (based on a report from the
Company’s transfer agent dated July 29, 2024). Following completion
of the aforementioned acquisition, Riot beneficially owned
76,267,318 Common Shares, representing approximately 16.90% of the
issued and outstanding Common Shares as at the date hereof (based
on a report from the Company’s transfer agent dated July 29,
2024).
On June 24, 2024, Riot announced that it has requisitioned a
special meeting of shareholders (the “Special Meeting”) at
which Riot will seek to remove Bitfarms Chairman Nicolas Bonta and
directors Andrés Finkielsztain and Fanny Philip from the Company’s
Board of Directors (the “Bitfarms Board”). To replace these
individuals, Riot has nominated three independent director
candidates.
Riot intends to review its investment in the Company on a
continuing basis and depending upon various factors, including
without limitation, any discussion between Riot, the Company and/or
the Bitfarms Board and its advisors regarding, among other things,
the requisitioned Special Meeting and/or the composition of the
Bitfarms Board, 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 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/20240802520519/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
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