Riot Blockchain, Inc. (NASDAQ: RIOT) (“Riot,” “Riot
Blockchain” or “the Company”)
, an industry leader in
”) mining and hosting, is pleased to report
that, in respect of its upcoming Special Meeting of stockholders
(the “Special Meeting
”), each of Institutional Shareholder
”), Glass, Lewis & Co. (“Glass
”), and Egan-Jones Proxy Services (“Egan
”), the leading independent proxy advisor firms
providing voting recommendations to institutional investors, have
recommended that the Company’s stockholders vote
Proposal No. 1, to increase the number of shares of
Riot common stock, authorized for issuance.
In their recommendations to stockholders on voting FOR the
increase, each of ISS, Glass Lewis, and Egan Jones agreed with the
Company’s Board of Directors on the need for additional shares.
Please note that this approval does not necessarily mean that
the newly authorized shares will be issued, only that they will be
available, if needed, in pursuit of value-developing opportunities
which will drive shareholder value.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
The proxy voting deadline is 11:59 p.m.
ET on November 16, 2022.
We encourage you to vote well in advance
of the deadline.
Proposal No. 1 – Increase Common Stock Authorized for
By increasing the number of authorized shares of Riot common
stock now, the Company will be able to act in a timely manner if
and when the Company’s Board of Directors believes it is in the
best interests of the Company and its stockholders to take
strategic action, without the delay and expense that would be
required at that time to obtain stockholder approval to increase
the authorized shares. By increasing the number of authorized
shares of common stock, Riot will have greater flexibility to
pursue value-developing opportunities, which may include, among
others, corporate acquisitions, public or private offerings of
equity securities, and attracting and retaining top talent in a
highly competitive market.
The Board of Directors of Riot
Blockchain UNANIMOUSLY recommends that Riot Blockchain
stockholders vote FOR Proposal No. 1.
Riot Blockchain Special Meeting
The Special Meeting is scheduled for 9:00 a.m.
ET on November 17, 2022, online at:
Additional information concerning the proposal can be found in
the definitive proxy statement dated October 3, 2022.
How to Vote
Please vote your shares, via the methods as set out below, by
following the instructions included on your proxy card:
• Before the
Meeting – www.proxyvote.com
• During the
Meeting – www.virtualstockholdermeeting.com/RIOT2022SM
- Vote by Phone: Banks & Brokerage Firms
1-212-297-0720, Stockholders and All Others 1-855-305-0857
- Vote by Mail: c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
This communication may be deemed to be solicitation material in
connection with the proposal to be considered at the Company’s
upcoming Special Meeting. In connection with the Proposal, Riot
filed a definitive proxy statement on Schedule 14A with the U.S.
Securities and Exchange Commission (the “SEC”) on October 3,
2022. Stockholders are urged to read the definitive proxy statement
and all other relevant documents filed with the SEC because they
contain important information about the proposal. An electronic
copy of the definitive proxy statement is available via this LINK
or on the Company’s EDGAR profile at www.sec.gov.
Participants in the Solicitation
Riot and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Riot
stockholders in respect of the proposal to be considered at the
Company’s upcoming Special Meeting. Information about the directors
and executive officers of Riot Blockchain can be found in its
Annual Report on Form 10-K for the year ended
December 31, 2021, as amended on Form 10-K/A, filed with the
SEC on March 16, 2022 and May 2, 2022 respectively, filings on
Form 3, 4 and 5 filed with the SEC, and the Company’s
definitive proxy statement for the upcoming Special Meeting filed
with the SEC on October 3, 2022.
About Riot Blockchain, Inc.
Riot Blockchain’s (NASDAQ: RIOT) vision is to be the world’s
leading Bitcoin-driven infrastructure platform.
Our mission is to positively impact the sectors, networks and
communities that we touch. We believe that the combination of an
innovative spirit and strong community partnership allows the
Company to achieve best-in-class execution and create successful
Riot is a Bitcoin mining and digital infrastructure company
focused on a vertically integrated strategy. The Company has
Bitcoin mining data center operations in central Texas, Bitcoin
mining operations in central Texas, and electrical switchgear
engineering and fabrication operations in Denver, Colorado.
For more information, visit www.riot.inc.
Statements in this press release that are not historical facts
are forward-looking statements that reflect management’s current
expectations, assumptions, and estimates of future performance and
economic conditions. Such statements rely on the safe harbor
provisions of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Because such statements
are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as “anticipates,” “believes,” “plans,”
“expects,” “intends,” “will,” “potential,” “hope,” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements may include, but are not limited
to, statements about the benefits of acquisitions, including
financial and operating results, and the Company’s plans,
objectives, expectations, and intentions. Among the risks and
uncertainties that could cause actual results to differ from those
expressed in forward-looking statements include, but are not
limited to: unaudited estimates of Bitcoin production; our future
hash rate growth (EH/s); the anticipated benefits, construction
schedule, and costs associated with the Navarro site expansion; our
expected schedule of new miner deliveries; our ability to
successfully deploy new miners; M.W. capacity under development; we
may not be able to realize the anticipated benefits from
immersion-cooling; the integration of acquired businesses may not
be successful, or such integration may take longer or be more
difficult, time-consuming or costly to accomplish than anticipated;
failure to otherwise realize anticipated efficiencies and strategic
and financial benefits from our acquisitions; and the impact of
COVID-19 on us, our customers, or on our suppliers in connection
with our estimated timelines. Detailed information regarding the
factors identified by the Company’s management which they believe
may cause actual results to differ materially from those expressed
or implied by such forward-looking statements in this press release
may be found in the Company’s filings with the SEC, including the
risks, uncertainties and other factors discussed under the sections
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021, as amended, and
the other filings the Company makes with the SEC, copies of which
may be obtained from the SEC’s website, www.sec.gov. All
forward-looking statements included in this press release are made
only as of the date of this press release, and the Company
disclaims any intention or obligation to update or revise any such
forward-looking statements to reflect events or circumstances that
subsequently occur, or of which the Company hereafter becomes
aware, except as required by law. Persons reading this press
release are cautioned not to place undue reliance on such
Riot Blockchain, Inc.
303-794-2000 ext. 110
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