EX-99.23 24 ea139842ex99-23_bitfarms.htm NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS DATED MAY 20, 2020

Exhibit 99.23

 

BITFARMS LTD.

1376 Bayview Ave, Unit 1
Toronto, Ontario M4G 3A1

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Bitfarms Ltd. (the “Corporation”) will be held at the offices of Peterson McVicar LLP located at Suite 902, 18 King Street West Toronto, ON M5C 1C4 on June 29, 2020, at 9:00 a.m. (Toronto time) for the following purposes, all as more particularly described in the enclosed management information circular (the “Circular”):

 

(a)to receive the Corporation’s financial statements for the year ended December 31, 2019 and the report of the auditors thereon;

 

(b)to elect the directors of the Corporation for the ensuing year;

 

(c)to appoint the auditors and to authorize the directors to fix their remuneration; and

 

(d)to transact such further and other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

 

The board of directors (the “Board”) has fixed May 20, 2020 as the record date (the “Record Date”) for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. Only Shareholders whose names have been entered in the registers of the Corporation as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

 

In an effort to mitigate the risks associated with COVID-19, and to preserve the health and safety of our communities, shareholders, employees and other stakeholders, we are inviting Shareholders to participate in the Meeting by dialling in to our conference line at: (+1) (800) 747-5150 (Toronto) or (+1) (800) 747-5150 (North America – Toll Free), followed by the Conference ID 3840022. Participants should dial in at least ten (10) minutes prior to the scheduled start time and ask to join the call. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location. We encourage Shareholders to not attend the meeting in person due to risks related to COVID-19. We will also take additional precautionary measures in relation to the physical Meeting, limiting access to essential personnel, registered Shareholders and proxy holders entitled to attend and vote at the Meeting. We highly recommend Shareholders vote their Common Shares prior to the meeting.

 

Voting

 

All Shareholders may attend the Meeting in or person or be represented by proxy. Shareholders who do not plan on attending the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it in the envelope provided. To be effective, the enclosed form of proxy or voting instruction form must be deposited with TSX Trust Company by mail delivery at 301 – 100 Adelaide Street West, Toronto, Ontario M5H 1S3, or by facsimile at (416) 595-9593. In order to be valid and acted upon at the Meeting, the duly-completed form of proxy must be received prior to 9:00 a.m. (Toronto time) on June 25, 2020 (the “Proxy Deadline”), or be deposited with the Secretary of the Corporation before the commencement of the Meeting or of any adjournment thereof. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline.

 

A “beneficial” or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Only Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

 

  
 

  

If you are a non-registered holder of Common Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

 

Shareholders are reminded to review the Circular before voting.

 

DATED this 20th day of May, 2020.

 

  BY ORDER OF THE BOARD OF DIRECTORS
   
  (Signed) “Nicolas Bonta”
  Nicolas Bonta
  Chairman of the Board of Directors