Riot Blockchain Announces Independent Proxy Advisory Firms

Riot Blockchain Announces Independent Proxy Advisory Firms

Castle Rock, CO, Oct. 27, 2022 (GLOBE NEWSWIRE) — Riot Blockchain, Inc. (NASDAQ: RIOT) (“Riot”, “Riot Blockchain” or the “Company”)an industry leader in Bitcoin (“BTC”) mining and hosting, is pleased to report that in connection with its upcoming special meeting of stockholders (“Special meeting”), each of Institutional Shareholder Services (“ISS”), Glass, Lewis & Co. (“Glass Lewis”), and Egan-Jones Proxy Services (“Egan Jones”), the leading independent proxy advisory firms that provide voting recommendations to institutional investors have recommended that the Company’s stockholders vote TO Proposal No. 1, to increase the number of shares of Riot stock authorized for issuance.

In their recommendations to shareholders to vote 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 necessary, in pursuit of value development opportunities that will drive shareholder value.

YOUR VOTE IS IMPORTANT – VOTE TODAY

The deadline for proxy voting is 11:59 PM ET November 16, 2022.

We encourage you to vote well in advance before the deadline expires.

Proposal no. 1 – Increase of shares authorized for issue

By increasing the number of authorized shares of Riot 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 interest of the Company and its shareholders to take strategic action, without the delay and expense that would be necessary at that time to obtain shareholder approval to increase the authorized shares. By increasing the number of authorized shares, Riot will have greater flexibility to pursue value development opportunities, which may include corporate acquisitions, public or private offerings of shares, and attracting and retaining top talent in a highly competitive market.

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Board of Riot Blockchain UNANIMOUS recommends that Riot Blockchain shareholders vote TO Proposal No. 1.

Riot Blockchain Special Meeting

The special meeting is scheduled for 9:00 a.m. ET on 17 November 2022online at:

www.virtualstockholdermeeting.com/RIOT2022SM.

Further information on the proposal can be found in the final proxy statement dated 3 October 2022.

How to vote

Please vote your shares, via the methods set out below, by following the instructions on your proxy card:

• Before the meeting – www.proxyvote.com

• During the meeting – www.virtualstockholdermeeting.com/RIOT2022SM

  • Vote by phone: Banks and brokerage firms 1-212-297-0720, Shareholders and everyone else 1-855-305-0857
  • Vote by email: c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

important information

This communication can be considered 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 final proxy statement on Schedule 14A with the US Securities and Exchange Commission (“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 final proxy statement is available via this LINK or on the company’s EDGAR profile at www.sec.gov.

Participants in the call

Riot and its directors and officers may be deemed to be participants in the solicitation of proxies from Riot stockholders with respect to 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 the 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 Forms 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.

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About Riot Blockchain, Inc.

Riot Blockchain’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-powered infrastructure platform.

Our mission is to positively influence the sectors, networks and communities we touch. We believe that the combination of an innovative spirit and a strong community partnership allows the company to achieve best-in-class execution and create successful results.

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 and fabrication operations in Denver, Colorado.

For more information, visit www.riot.inc.

Safe harbour

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 financial conditions. Such statements are subject to 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 statements statements. forward-looking statements. Words such as “anticipate”, “believe”, “plan”, “expect”, “intend”, “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, goals, 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 expansion of the Navarro site; our expected schedule for deliveries of new miners; our ability to successfully deploy new miners; MW capacity under development; we may not be able to realize the anticipated benefits of 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 complete than expected; 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 about the factors identified by the company’s management that they believe could cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release can 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 “Caution Regarding Forward-Looking Statements” in 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 SEC 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 such forward-looking statements to reflect events or circumstances that subsequently occur or become known to the Company. with, with the exception of what is required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

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