Riot Blockchain Responds To Earlier CNBC

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    Full statement:Riot BlockchainProvidesShareholderUpdateRiot BlockchainResponds to CNBCCASTLE ROCK, Colo.,Feb16,2018— RiotFull statement:

    Riot BlockchainProvidesShareholderUpdate

    Riot BlockchainResponds to CNBC

    CASTLE ROCK, Colo.,Feb16,2018— Riot Blockchain,Inc.(NASDAQ:RIOT) (the “Company”) provides the following update to shareholdersfrom Chairman andChief Executive OfficerJohn O’Rourkeabout its progress and accomplishments to date.

    Dear Shareholders,

    Thank you for your support in our vision to build a leading blockchain technology company. I believe we are well positioned at the forefront of this industry with many exciting opportunities on the horizon.

    Today,CNBC released a negative one-sided piece oncompanies that seek to jump on the blockchain bandwagon by changing their name to profit from an increase in their stock price and profiledour company.Had the journalist usedevena modest amount of professional diligence, CNBC would havealsoreported on the numerous achievements we have made in becoming an early entrant in the support of blockchain and cryptocurrency technologies.To my knowledge, we were also the first Nasdaq listed company to have blockchain in its name and had no idea what the market reaction would be when the transition was made.

    Not to be deterred, I wish to provide a brief update of where Riot Blockchain stands today and respond to some of their attacks. We have made significant inroads in building a diversified portfolio of investments and to beginsecuringdigital assets.

    Riot Blockchaininitially entered the blockchain sector with an investmentingoNumericalltd (dba “Coinsquare”). Coinsquarehas grown into the leading digital currency exchange in Canada and recently raised an institutional round of financing at a CAD $430 million valuation, led by a global asset manager with over a trillion dollars in assets. This valuation is over 15x higher than the valuation at which Riot first invested. Riot currently ownsapproximately12.5% ofCoinsquare,a stakenow valuedover CAD $50million.

    Severalother recent business highlights:

    •Riot closed on a $37 million financing at $22.50 per share in restricted stock with several billion-dollar institutions as investors. CanaccordGenuity acted as the financial advisor on the financing.

    •Riot now owns a total of 8,000 ASIC cryptocurrency mining machines. This consists of 7,500AntminerS9 Bitcoin miners and 500 L3+s, all manufactured byBitmain.

    •When deployed in full,Riot’s bitcoin miningoperation’s expected hashing power is over 110Petahashof SHA 256 Bitcoin mining computing power and 252GigahashofScryptforLitecoinmining based just oncurrent equipment that Riot owns. Additional expansion opportunities based on power capacity are available.

    •Riot has entered a Letter of Intent to acquire a CFTC licensed registrant. Riot intends to launch a digital currency exchange and futures brokerage in the United States.

    •Strategic investment inVerady. Bo Shen co-invested inVeradyas well and joined the board ofVerady. Bo Shen is a well-regarded investor in the space and a general partner ofFenbushiCapital

    •Successfully registered in and acquired 500 bitcoins in the U.S. Marshals Service bitcoin auction.

    •Acquired a majority interest in Tess, which is developing a blockchain technology solution for the telecom industry. Tess has since entered a definitive agreement for a merger with a Canadian public company.

    •Significantly enhanced the management,operational, and advisoryteam with theappointmentof several keypersonnelwith experience at market leaders such as IBM,Bitfury, Facebook,INVESCO,Coinsquare, Ocular,Safenet,Hyperblock,Globalive,and Dunbar Security Solutions.

    When I joined the board ofBioptixin January 2017 the Company had been reeling from a failed FDA approval and an acquisition of a new venture bleeding cash. I feel obligated to state unequivocally that pivoting away from theselegacyventuresto Riot Blockchainwas the right course.Thecompany announced on January 20, 2017 the decision to streamline the workforcein an effort tocut costs, while reviewing possible strategic alternatives for the business.

    We also discussed exploring strategic alternatives with theultimate goalof maximizing shareholder valueand evaluated other options.Itis not uncommon for businesses to pivot and change their business strategy. Amazonstartedoff selling books.

    The company was able to successfully streamline its workforce and significantly reduce its burn by July 2017. In the interim, the board and management continued reviewingvarious differentpotential transactions that we thought could be accretive. In August 2017, we were presented with the opportunity to invest inCoinsquare.

    I had been evaluating many different investment opportunities in the blockchain sector. I have beenpersonallyinvested in bitcoin since 2012 and I have personally invested in several blockchain companies since then. I am a believer that blockchain technology will be one of the most disruptive technologies of mylifetime,andwill do for the flow of transactions what the internet did for the flow of information.

    It is worth noting that CNBC recently highlighted an infamous short seller complaining he could not borrow shares and adequately shortRiot, which seems to beanimpetus to distortthe real facts about our company.

    Other commentsto address mediaconcerns:

    1.We adjourned our shareholder’s meetingwhich is not uncommon when unable to garnera quorum. With the fast pace at which everything has been moving operationally, we did not have requisite time to obtain this quorum and we have other corporate action items that may require shareholder approval as well. It did not make sense to go through the time and expense of potentially having two shareholder meetings within a matter of months. As a result, we adjourned the meeting which will be reconvened in the second quarter.

    2.At the end of 2017, I personally sold some stock that I held in our company. I sold less than 10% of my overall positionand did so to cover tax obligations. I could have sold more stock in the same timeframe if I so desired. I truly believe in what we are building and the shareholder value it will create

    3.Barry Honig has been a supportive shareholder of Riot Blockchain. Prior to my involvement withBioptix, Mr. Honig filed a lawsuit against the company and its managementasa shareholder because he believed the old managementand boardwasnot properly deployingshareholders’ cash. This led to the eventual re-examination by the board and management of the failing business, which ultimately led to the board’s decision that it was in shareholders’ best interest to evaluate other opportunities with its cash on hand.

    4.We have assembled amanagement team, board, and advisorswith exceptionalindustry credentialsthat have helpedguide us and continue to create opportunities with meaningful technology and initiatives. Othercompaniesmay have tried to hop on the “cryptocurrency bandwagon”, perhaps partiallyas a result ofour success.

    Riot Blockchain Transformation

    Coinsquarestood out to the board and management due to its exceptional management team and platform. We decided to make an initial investment at a $28 million valuation and form Riot Blockchain.We are proud of the value this has since generated for all legacy shareholders ofBioptix, as this investment stake alone is now worth close to double what the entire market cap ofBioptixwas prior to the transition.

    Part of the further thesis around forming Riot Blockchain was to provide investors a way to get exposure to this growing technologywith the transparency and disclosure obligations that come with operating a Nasdaq listed company. To my knowledge, we were the first Nasdaq listed company to have blockchain in its name. The management and board had no idea what themarket reaction would be to this shift in focus. We have brought on seasoned advisors, board members, and management in conjunction with this shift to focus on investing in and operating blockchain technologies.Unfortunately, as with many new hot sectors, it attracted some bad actors trying to capitalize on the hypethat appeared to quickly change their name and tout their new focus on this sector.This all followed Riot’s successful transition.

    One of our internal focuses has been on building our bitcoin mining operation. We now own 7,500AntminerS9 Bitcoin miners and 500 L3+s, all manufactured byBitmain. We expect to have a sizable portion of our operation up and running by the end of this quarter, and to be fully operational with the current equipment on hand by the end of Q2 2018. When deployed in full, the operation’s expected hashing power is over 110Petahashof SHA 256 Bitcoin mining computing power and 252GigahashofScryptforLitecoinmining. I believe this will position us as one of the largest publicly listed bitcoin mining operations.

    We are also focused on pursuing the launch of our own digital currency exchange. We have engageda team oftop legal counsel to assist us in this endeavor. We announced that we have entered a Letter of Intent to acquire a CFTC licensed registrant which would also allow us to launch a futures brokerage. Neither the CFTC nor the NFA regulate spot-market digital currency exchanges or activity, although the CFTC’s jurisdiction is implicated when there is fraud or manipulation involving a virtual currency traded in interstate commerce.

    I believe there is a major market need for additional competitors for digital currency exchange offerings in the United States. We are embracing regulatory and compliance requirements in this regard with the hope of establishing a fully transparent and secure platform tohelphandle the growing demand of people wishing to transact in digital currencies.

    We take our SEC reporting obligations seriously and diligently file all reports and filings. We have expended enormous effort to inform investors of the risks of our foray into uncharted territory. We have an open and expansive dialogue with the SEC Division of Corporation Finance about our registration statements and other filings with a goal to satisfy the collective sentiment of the staff of the various divisions of the SEC that are struggling to find common ground around how best to regulate our industry. We support full disclosure and will continue to work with the staff of the SEC whenever new regulations provide definition to this emerging sector. As has been noted by the Chairman in recent testimony, the regulators need to catch up with the business developments and we hope to remain at the forefront as a fully compliant reporting company.

    In closing, weare well capitalized with a strong team, strong assets, and growing operations. I originally came on as Chairman and CEOin November 2017due to the tremendous opportunities that exist for blockchain technologies. I have never felt better about Riot Blockchain’s prospects of capitalizing on these opportunities.

    Warm regards,

    John O’Rourke
    Chairman and CEO

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