Bitfarms Ltd. (the Company) (TASE: BLLCF) (OTCQX: BLLCF), one of the largest blockchain technology companies in the world through its ownership of Backbone Hosting Solutions Inc. (operating under the name, Bitfarms), is pleased to announce the positive voting results from the Special General Meeting (SGM) held on April 8, 2019.
Shareholders have voted in favour of (1) the proposed arrangement whereby shares of the Company will be exchanged for shares of a newly created Canadian company (Bitfarms Ltd. Canada) on a 1:1 basis, in support of the Companys Canadian listing strategy, and (2) the purchase of a new run-off Director and Officers liability insurance policy. A total of 29,177,110 votes were cast in total, with a summary of the voting results outlined below:
|Agenda|| Supportive Votes|
| Supportive Votes |
Among Shareholders without a Personal Interest
| Opposing Votes|
(vs. Total Shares Outstanding)
We are very pleased with the results of our SGM as well as the continued support of our shareholders, commented Wes Fulford, Chief Executive Officer of the Company. Our strategy is to position the Company for its next phase of growth, and we continue to believe the Canadian capital markets are ideally suited for blockchain infrastructure companies like Bitfarms. With the support of our shareholders now in hand, we plan to begin the final arrangement approval process with the Israel courts later this week.
The Company would like to reiterate to its shareholders that their TASE shares will not be delisted from trading in Israel prior to obtaining a conditional listing approval in Canada. Our objective is to ensure as close to continuous trading between Israeli and Canadian markets as possible, subject to applicable laws and regulations.
Upcoming Special General Meeting on May 7th, 2019
The Company would like to remind shareholders regarding the upcoming SGM scheduled for Tuesday May 7, 2019 related to certain security and collateral matters which are required to be delivered under future funding tranches as part of the recently announced US$20M loan financing.
Shareholders of record at the end of trading day on April 8, 2019 are eligible to vote in person, via proxy or electronically through the electronic voting system. Details regarding the voting process as well as the proposed resolution can be found in the Company reports published on the Maya.
About Bitfarms Ltd. (formerly Bitfarms Technologies Ltd. and Blockchain Mining Ltd.)
Through its ownership of Bitfarms, the Company owns and operates computing centres that power the global decentralized financial economy. Bitfarms provides computing power to cryptocurrency networks such as Bitcoin, earning fees from each network for securing and processing transactions. Powered by clean and competitively priced hydroelectricity, Bitfarms operates 4 computing centres in Qubec, Canada with 36MW of built-out infrastructure and approximately 220 Ph/s of installed hash power. Bitfarms strong and experienced management team is comprised of veteran industrial-scale data centre operators and capital markets professionals, focused on building infrastructure for the future by developing and hosting the ecosystem growing around blockchain-based technologies.
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This press release does not constitute an offer to sell or a solicitation of an offer to buy or sell securities or other financial instruments in any jurisdiction or any advice or recommendation with respect to such securities or other financial instruments of the Company. Investors are cautioned that, except as disclosed in the Companys regulatory disclosures prepared in connection with transactions described herein, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This news release contains certain forward-looking information within the meaning of applicable securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about the terms and conditions of the Loan Financing, the proposed Arrangement with Bitfarms Ltd. (Canada), and the future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company following the Bitfarms Loan Financing, the timing for the implementation of the Arrangement, the listing of the Common Shares of Bitfarms Ltd. (Canada) on stock exchanges, the potential benefits of the Loan Financing and the Arrangement, the likelihood of future drawdowns under the Loan Financing which are based on expansion milestones and ongoing satisfaction of debt covenants, receipt of applicable shareholder approvals and completion of the Arrangement, as well as Bitfarms ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate the current digital currency inventory, fluctuations in digital currency prices and the resulting significant negative impact on Bitfarms operations, the volatility of digital currency prices, the construction and operation of blockchain infrastructure as currently planned, and no regulation or law that will prevent Bitfarms from operating its business.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as expects, or does not expect, is expected, anticipates or does not anticipate, plans, budget, scheduled, forecasts, estimates, believes or intends or variations of such words and phrases or stating that certain actions, events or results may or could, would, might or will be taken to occur (or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to: the ability to receive further drawdowns under the Loan Financing which are based on expansion milestones and ongoing satisfaction of debt covenants; risks relating to debt service and debt covenants; uncertainties associated with the Arrangement including risks relating to the receipt of applicable shareholder approvals and completion of the Arrangement or termination of the Arrangement in certain circumstances; risks relating to certain directors and officers of the Company possibly having interests in the Arrangement that are different from other shareholders; global economic climate; dilution; Bitfarms limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for Bitfarms to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on Bitfarms and the industry; network security risks; the ability of Bitfarms to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future result of the business of Bitfarms include but are not limited to: the construction and operation of blockchain infrastructure may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the ability to receive further drawdowns under the Loan Financing is not assured in the event that all or a portion of the prescribed expansion milestones are not attained or debt covenants are not otherwise satisfied throughout the term of the Loan Financing; the ability to service debt obligations and maintain flexibility in respect of debt covenants pursuant to the Loan Financing; the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; the volatility of digital currency prices; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and there will be no regulation or law that will prevent Backbone from operating its business. The Company has also assumed that no significant events occur outside of Bitfarms normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. For a more detailed description of the risk factors and uncertainties affecting the Company, refer to the Company’s reports filed from time-to-time with the Israeli Securities Authority and the Tel-Aviv Stock Exchange. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company undertakes no obligation to update or revise them, except as required by law.
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