Core Viewpoint - The company has adopted a new shareholder rights plan to protect the interests of all shareholders in light of potential unsolicited takeover bids, particularly in response to actions by Riot Platforms, Inc. [2][11][22] Summary by Sections Shareholder Rights Plan - The Board of Directors has unanimously approved the New Rights Plan to ensure fair treatment of all shareholders during unsolicited takeover bids, including protection against "creeping bids" [2][3] - One right will be issued for each common share outstanding as of August 6, 2024, and will also attach to shares issued thereafter [4] - The rights become exercisable if an acquiring person obtains 20% or more of the common shares without complying with the plan's provisions [4][22] Ratification and Duration - The New Rights Plan is effective immediately but requires shareholder ratification within six months; if not ratified, it will terminate [5] - If approved, the plan will have an initial term of three years [5] Context and Background - The adoption of the New Rights Plan follows a decision by the Capital Markets Tribunal to cease trade the previous rights plan, which was aimed at preserving the integrity of the strategic review process [10][11] - The Board is aware of Riot Platforms' intention to replace three directors at the upcoming shareholder meeting on October 29, 2024 [22] Company Overview - Bitfarms is a global Bitcoin data center company that operates vertically integrated data centers and focuses on sustainable energy sources [6][26] - The company currently has 12 operational data centers and two under development across Canada, the United States, Paraguay, and Argentina [26]
Bitfarms Issues Statement Regarding Decision by Capital Markets Tribunal of the Ontario Securities Commission