Riot Platforms Calls for Special Meeting to Overhaul Bitfarms Board

Riot
Platforms,
Inc.
(NASDAQ:
RIOT)
has
requisitioned
a
special
meeting
of
Bitfarms
Ltd.
(NASDAQ:
BITF)
shareholders
to
reconstitute
the
Bitfarms
Board
of
Directors,
according
to

Riot
Platforms.
Riot,
which
owns
approximately
14.9%
of
Bitfarms,
is
the
company’s
largest
shareholder.

Proposed
Board
Changes

The
special
meeting
will
allow
Bitfarms
shareholders
to
vote
on
the
removal
of
current
Chairman
and
Interim
CEO
Nicolas
Bonta,
director
Andrés
Finkielsztain,
and
any
individual
who
fills
the
vacancy
left
by
co-founder
Emiliano
Grodzki.
Riot
attributes
the
poor
corporate
governance
at
Bitfarms
to
Bonta
and
Finkielsztain
and
seeks
to
replace
them
with
three
independent
nominees:
John
Delaney,
Amy
Freedman,
and
Ralph
Goehring.

Nominee
Qualifications

John
Delaney,
a
government
and
public
affairs
expert,
is
currently
the
President
of
Flagler
College
and
has
served
in
various
political
roles,
including
as
Mayor
of
Jacksonville.
Amy
Freedman
brings
over
25
years
of
corporate
governance
and
public
capital
markets
experience,
having
served
as
CEO
of
Kingsdale
Advisors
and
as
an
investment
banker.
Ralph
Goehring,
a
financial
and
energy
expert,
has
extensive
experience
as
a
public
company
CFO
and
currently
serves
as
a
business
consultant
to
Global
Clean
Energy
Holdings,
Inc.

Rationale
for
Change

Riot
argues
that
the
current
Bitfarms
Board
is
founder-driven
and
prioritizes
individual
interests
over
shareholders’
best
interests.
Riot’s
attempts
to
engage
constructively
with
Bitfarms
regarding
a
potential
merger
have
been
met
with
resistance.
Riot’s
acquisition
proposal
was
dismissed
without
constructive
feedback,
leading
to
the
implementation
of
a
shareholder
rights
plan
with
a
15%
trigger,
which
Riot
views
as
a
defensive
measure
to
entrench
the
current
board
members.

Bitfarms’
shareholders
have
also
shown
a
lack
of
confidence
in
the
current
board.
At
the
Annual
General
and
Special
Meeting
of
Shareholders
held
on
May
31,
2024,
shareholders
voted
against
re-electing
co-founder
Emiliano
Grodzki.
Riot
has
received
support
from
numerous
Bitfarms
shareholders
for
exploring
a
combination
between
Riot
and
Bitfarms.

Next
Steps

Riot
urges
the
Bitfarms
Board
to
hold
the
special
meeting
without
delay.
Riot
remains
committed
to
pursuing
a
transaction
with
Bitfarms
but
has
withdrawn
its
previous
acquisition
proposal,
pending
the
reconstitution
of
the
Bitfarms
Board.
Riot
believes
that
a
combination
of
Bitfarms
and
Riot
would
create
the
largest
publicly
listed
Bitcoin
miner
globally,
with
diversified
operations
well-positioned
for
long-term
growth.

Riot
has
filed
an
early
warning
report
in
accordance
with
applicable
Canadian
securities
laws.
Riot’s
beneficial
ownership
in
Bitfarms
has
increased
to
14.9%
as
of
the
date
of
the
report.
Riot
intends
to
review
its
investment
in
Bitfarms
continuously
and
may
adjust
its
position
based
on
various
factors,
including
discussions
with
Bitfarms
and
market
conditions.

For
further
details,
the
early
warning
report
is
available
under
the
company’s
profile
at
SEDAR+.

Image
source:
Shutterstock