Bitfarms and Riot Platforms Reach Settlement in Hostile Takeover Saga

• Under the agreement, Riot cannot acquire more than 20% of Bitfarms without board approval. Additionally, Bitfarms co-founder Andrés Finkielsztain resigned from Board of Directors, and Amy Freedman, proposed by Riot, replaced him.

Key terms of the agreement include:

1. "Andrés Finkielsztain has stepped down from Bitfarms’ Board of Directors."
2. "Bitfarms has appointed Amy Freedman to its Board and the Governance and Nominating Committee and Compensation Committee of the Board, effective immediately."
3. "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."
4. "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."
5. "The Company has provided Riot with certain rights (subject to certain exceptions) to purchase shares of the Company provided Riot holds 15% or more of the outstanding common shares of the Company."

• Riot, the largest shareholder in Bitfarms, attempted to acquire the company earlier this year, accusing Bitfarms' leadership of "poor corporate governance practices and consistent inability to realize Bitfarms’ full potential."

"We are pleased to reach this agreement with Riot and look forward to turning our full attention to executing our growth strategy. We remain focused on diversifying the business beyond Bitcoin mining into exciting and synergistic new areas like energy generation, energy trading, heat recycling and other high value revenue streams like HPC/AI," said Ben Gagnon, Chief Executive Officer of Bitfarms.

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