Bitfarms (BITF) Responds to Unsolicited Proposal from Riot Platforms (RIOT)

• Company Committed to Maximizing Value for All Shareholders; Strategic Alternatives Process Underway
• Reaffirms Confidence in Business and Guidance of 21 EH/s and 21 w/TH in 2024

Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms” or the “Company”), a global Bitcoin vertically integrated company, today confirms that the Company received a proposal by Riot Platforms, Inc. (“Riot”) on April 22, 2024 to acquire 100% of the common shares of Bitfarms, at a price of US$2.30 per common share consisting of cash and Riot common stock. A Special Committee of the Board comprised solely of independent directors (the “Special Committee”) carefully considered the proposal and determined it significantly undervalues the Company and its growth prospects. In order to advance discussions with Riot in a meaningful manner, the Special Committee requested customary confidentiality and non-solicitation protections to which Riot did not respond.

Having received additional unsolicited expressions of interest, with each additional party executing a customary Non-Disclosure Agreement, the Special Committee is conducting a thorough strategic alternatives review to ensure it achieves maximum shareholder value. These alternatives could include, among others, continuing to execute on the Company’s business plan, a strategic business combination or other strategic transaction, or a sale of the Company.

As previously announced, the Company’s CEO search remains on track and the Company continues to execute the expansion and transformative fleet upgrade. Bitfarms has realized notable efficiency gains and is progressing toward 2024 guidance of 21 EH/s and 21 w/TH, representing a 223% hashrate increase and 40% efficiency improvement. This would be the strongest growth and efficiency gains in both the Company’s history and among publicly-traded Bitcoin mining peers this year. The Company strongly believes that continued execution towards this growth plan maximizes shareholder value.

Advisors
Moelis & Company LLC is serving as financial advisor to Bitfarms. Skadden, Arps, Slate, Meagher & Flom LLP, Peterson McVicar LLP and McMillan LLP are acting as legal advisors.

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