Bitfarms Ltd. (NASDAQ/TSX: BITF) and Riot Platforms Inc. (NASDAQ: RIOT) have announced a settlement agreement ahead of the Special Meeting of Bitfarms Shareholders, scheduled for November 6, 2024, according to GlobeNewswire.

Key Terms of the Agreement

The agreement includes several significant changes to the Bitfarms Board of Directors. Andrés Finkielsztain has stepped down, with Amy Freedman appointed to the Board, effective immediately. Riot has agreed to withdraw its June 24, 2024 requisition and accept standstill provisions through the 2026 Annual Meeting, with certain exceptions.

At the upcoming Special Meeting, shareholders will vote on expanding the Board from five to six members, electing an independent director nominated by the Board, and ratifying the shareholder rights plan from July 24, 2024. Riot has pledged to support these measures.

Impact on Shareholders

The agreement also grants Riot certain rights to purchase shares of Bitfarms, provided Riot holds at least 15% of the outstanding common shares. This move aims to solidify Riot’s influence within Bitfarms.

Brian Howlett, Independent Chairman of the Board, expressed optimism about the agreement, stating, “The Bitfarms Board is committed to effectively overseeing the execution of the Company’s strategic plan as we work to position Bitfarms to capitalize on the opportunities ahead.”

Leadership Changes

Andrés Finkielsztain, who has served on the Board for four years, has stepped down. Amy Freedman, a corporate governance and public capital markets expert, has been appointed to the Board. Freedman brings over 25 years of experience, including roles at Kingsdale Advisors and Morgan Stanley.

Ben Gagnon, CEO of Bitfarms, highlighted the strategic focus on diversifying beyond Bitcoin mining into areas like energy generation and high-value revenue streams like HPC/AI. “We remain focused on executing our growth strategy,” said Gagnon.

Statements from Riot

Jason Les, CEO of Riot, commented, “This agreement represents a significant step to advance shareholder value creation at our respective companies. As Bitfarms’ largest shareholder, we look forward to supporting a reconstituted Bitfarms Board and continued engagement with management.”

Future Developments

The Special Meeting may be delayed to accommodate the nomination of an additional director but will not be held later than November 20, 2024. Shareholders will be updated on the timing as soon as possible.

The agreement will be filed on Form 6-K with the U.S. Securities and Exchange Commission (SEC) and posted to Bitfarms’ SEDAR+ profile.

For more information, visit Bitfarms’ official website or Riot Platforms’ website.

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