Riot announces that on August 13, 2024 it acquired ownership of 1,000,000 common shares (the “Purchased Shares“) of the Company representing approximately 0.22% of the issued and outstanding Common Shares (the “Common Shares“) of the Company (based on the information contained in the Company’s management’s discussion and analysis for the three and six months ended June 30, 2024 (the “Company’s Q2 MD&A“)).
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$2.28 per Purchased Share (equivalent to approximately C$3.13 per Purchased Share based on the daily exchange rate posted by the Bank of Canada on August 13, 2024 (the “Exchange Rate“)) at a price range per Purchased Share of approximately US$2.20 to US$2.34 (equivalent to approximately C$3.02 to C$3.21 based on the Exchange Rate) for an aggregate amount equal to US$2,280,800.00 (equivalent to approximately C$3,129,942.84 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 84,293,054 Common Shares, representing approximately 18.68% of the issued and outstanding Common Shares (based on the information contained in the Company’s Q2 MD&A). Following completion of the aforementioned acquisition, Riot beneficially owned 85,293,054 Common Shares, representing approximately 18.90% of the issued and outstanding Common Shares as at the date hereof (based on the information contained in the Company’s Q2 MD&A).
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 certain directors from the Company’s Board of Directors (the “Bitfarms Board“) and replace them with 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.
