Riot Platforms, Bitfarms enter settlement agreement

Bitfarms (BITF) and Riot Platforms (RIOT) announced that Bitfarms and Riot have entered into a settlement agreement in advance of the Special Meeting of Bitfarms Shareholders currently scheduled for November 6, 2024, which will now be held virtually. Under the terms of the Agreement: Andres Finkielsztain has stepped down from Bitfarms’ Board of Directors. Bitfarms has appointed Amy Freedman to its Board and the Governance and Nominating Committee and Compensation Committee of the Board, effective immediately. Riot has agreed to withdraw its June 24, 2024 requisition, as amended, and to accept customary standstill provisions through the Bitfarms 2026 Annual Meeting, with certain exceptions. At the Special Meeting, shareholders will be asked to approve an expansion of the Board from five members to six members, to elect an independent director nominated by the Board to serve as the sixth member of the Board, and to ratify the Company’s July 24, 2024, shareholder rights plan. Riot has agreed to vote in favour of these matters. The Company has provided Riot with certain rights to purchase shares of the Company provided Riot holds 15% or more of the outstanding common shares of the Company. As a result of the agreement to nominate an additional director for election at the Special Meeting, the Special Meeting may be delayed, but in no event will it be held later than November 20, 2024. The Company will update its shareholders on the timing of the Special Meeting as soon as it can.