GENERAL INFORMATION ABOUT THE ANNUAL MEETINGINTRODUCTION

This Proxy Statement, along with the accompanying Notice of the 20192021 Annual Meeting of Stockholders, contains information about the 20192021 Annual Meeting of Stockholdersthe stockholders of Riot Blockchain, Inc., including any adjournments or postponements thereof (referred to herein as the “Annual Meeting”).

We are holding the Annual Meeting at 10:9:00 a.m. (local time)(Eastern Time) on Wednesday,Tuesday, October 23, 2019, at 7725 W Reno Ave, Oklahoma City, OK 73127,19, 2021, or such later date or dates as such Annual Meeting date may be adjourned. Due to the ongoing impacts of the COVID-19 pandemic and in the interest of the safety of our stockholders, employees and community partners, the Annual Meeting will be held entirely online via the virtual meeting portal, www.virtualstockholdermeeting.com/RIOT2021, and no option to attend the Annual Meeting in-person will be available. For directionsspecific instructions on how to attend the Annual Meeting, please call Riot Blockchain, Inc. at: (303) 794-2000. In this Proxy Statement, we refer to Riot Blockchain, Inc. as “Riot,see “How do I vote?” the “Company,” “we,” “us” or “our.”

Why Am I Receiving This Proxy Statement?

We sent you this Proxy Statement in connection with the solicitation by the Board of Directors of the Company (referred to herein as the “Board of Directors” or the “Board”) of proxies, in the accompanying form, to be used at the Annual Meeting to be held at 10:00 a.m. (local time)beginning on Wednesday, October 23, 2019, at 7725 W Reno Ave, Oklahoma City, OK 73127 and any adjournments thereof. This Proxy Statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Wednesday, October 23, 2019:

The Proxy Statement and our Annual Report to security holders are available atwww.riotblockchain.com.page 2, below.

This Proxy Statement, the accompanying proxy card and, though not part of this Proxy Statement, our 20182020 Annual Report, are all being mailed on or about September 20, 201921, 2021 to all stockholders of record entitled to notice of and to vote at the Annual Meeting (see “Who Can Vote?can vote?” below).  Our 20182019 Annual Report to Stockholdersstockholders is not part of these proxy solicitation materials and is not incorporated by reference herein. Copies of this Proxy Statement and our 2020 Annual Report are available at www.proxyvote.com. You can also find a copycopies of our 20182020 and 2019 Annual ReportReports on Form 10-K, and amendments thereto on Form 10-K/A, as well as all of our periodic and current reports filed with the U.S. Securities and Exchange Commission (the “SEC”) on the Internet throughon the SEC’s electronic data gathering, analysis, and retrieval system called “EDGAR” at website, www.sec.govwww.SEC.gov, or through the “Investors” section of our website at www.riotblockchain.comwww.RiotBlockchain.com. TheExcept for those reports we have filed with the SEC and as specifically incorporated by reference herein, the information contained on our website is not part of these proxy solicitation materials.

In this Proxy Statement, we refer to Riot Blockchain, Inc., a Nevada corporation, and its consolidated subsidiaries, as “Riot,” “Riot Blockchain,” the “Company,” “we,” “us” or “our.”

Who Can Vote?General Information about the Annual Meeting

Stockholders who owned common stock atWe include this Q&A section to provide some background information and brief answers to several questions you might have about the closeAnnual Meeting. We encourage you to read the enclosed Proxy Statement carefully and in its entirety.

Why am I receiving this Proxy Statement?

We sent you this Proxy Statement in connection with the solicitation by our Board of business on Tuesday, September 3, 2019Directors (the “Record Date”“Board”), are entitled of proxies, in the accompanying form, to votebe used at the Annual Meeting. As ofMeeting (including any adjournments or postponements thereof).

What information is contained in this Proxy Statement?

This Proxy Statement contains information relating to the Record Date, there were 23,555,930 Shares of our common stock issued and outstanding and entitledproposals to votebe voted on at the Annual Meeting. The SharesMeeting, the voting process, the compensation of common stock are herein referred to as the “Shares.”our directors and most highly paid executive officers, and other required information.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to obtain stockholder action on the matters outlined in the Notice of the 20192021 Annual Meeting of Stockholdersstockholders included with this Proxy Statement. These matters include:

(i)

to elect as directors the three (3) nominees named in this Proxy Statement to serve until the 2020 Annual Meeting of Stockholders;

(ii)

to ratify the appointment of Marcum, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;

(iii)

an advisory vote to approve the compensation paid to the Company’s named executive officers (Say-on-Pay);

(iv)

an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (Say-on-Frequency);

(v)

to approve the new Riot Blockchain, Inc. 2019 Equity Incentive Plan; and

(vi)

to transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

This Proxy Statement provides detailed information about each of these matters.

Who can vote?

Only stockholders who owned shares of our common stock, no par value per share, at the close of business on Thursday, September 9, 2021 (the “Record Date”), are entitled to participate in and vote their shares at the Annual Meeting. As of the Record Date, there were 95,951,269 shares issued and outstanding and entitled to vote at the Annual Meeting. Shares of our common stock, no par value per share, are herein referred to as the “shares.”

How Doesmany votes do I have?

Each stockholder of record (i.e., each person identified by our transfer agent as holding shares of our common stock as of the Board Recommend That I Vote on The Proposals?

The Board unanimouslyrecommends that you vote as follows:

If any other matter is presented, the proxy card provides that your Shares will be voted by the proxy holder listedclose of business on the proxy card in accordance with his or her best judgment. At the time this Proxy Statement was printed, we knew of no matters that neededRecord Date) is entitled to be acted onone vote at the Annual Meeting other than thosediscussed in this Proxy Statement.

How Are My Shares Voted?

You do not need to attend the Annual Meeting to vote your Shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting. A stockholder may revoke a proxy before the proxy is voted by delivering a signed statement of revocation or a duly executed proxy card bearing a later date to our Corporate Secretary at Riot Blockchain, Inc., Attention: Corporate Secretary, 202 6^th Street, Suite 401, Castle Rock, CO 80104. Any stockholder who has executed a proxy card but attends the Annual Meeting in person may revoke the proxy and vote at the Annual Meeting.

What is a Quorum?

A quorum is the minimum number of Shares that must be represented in person or by proxy for us to conduct the Annual Meeting.  The attendance in person or by proxy of holders of thirty-three and one third percent (33.33%) of Shares outstanding as of the Record Date, or 7,851,977 Shares, will constitute a quorum to hold the Annual Meeting.  If you grant your proxy and do not revoke it prior to the Annual Meeting, your Shares will be considered present at the Annual Meeting and be counted toward the quorum.  Proxies marked “Abstain” and “broker non-votes” will be treated as Shares that are present for purposes of determining whether a quorum is present.

What Happens if a Quorum is not Reached?

If the Shares present in person or represented by proxy at the Annual Meeting are not sufficient to constitute a quorum, the stockholders, by a vote of the holders of a majority of votes present in person or represented by proxy (which may be voted by the proxy holders), may, without further notice to any stockholder (unless a new record date is set), adjourn the Annual Meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

What is a proxy?

A proxy is your legal designation of authority to another person to vote the Shares you own. That other person is called a proxy. If you designate someone as your proxy, the document in which you make that designation also is called a proxy.

What is a Proxy Statement?

This document is a Proxy Statement. It is a document that we are required by law to provide to you when we ask you to name a proxy to vote your Shares.We encourage you to read this Proxy Statement carefully.

How Many Votes Do I Have?

Each holder of common stock is entitled to vote the number of Shareseach share of common stock owned as of the Record Date. Holders of the Company’s Series B Preferred Stock are not entitled toThere is no cumulative voting.

How do I vote on matterspresented to the stockholders of the Company.

How Do I Vote??

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy. All Sharesshares represented by valid proxies that we receive through this solicitation, which are not revoked, will be voted in accordance with your instructions on the proxy card. Except as set forth below, if you properly submit a proxy without giving specific voting instructions, your Sharesshares will be voted in accordance with the Board’s recommendations as noted above. Voting by proxy will not affect your right to attend the Annual Meeting. How you may vote depends on how your shares are held. As explained below, the voting procedures are different for stockholders of record and for beneficial owners of our shares.

What is the difference between being a stockholder of record and a beneficial owner and how does this affect voting?

Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.

Stockholder of Record.If your Sharesshares are registered directly in your name throughwith our stock transfer agent, Corporate Stock Transfer, Inc.Equiniti Trust Corporation, or if you possess stock certificates representing your shares, oryou are the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have stock certificates,the right to grant your voting proxy directly to the individuals named on the proxy card or to vote at the Annual Meeting. If you are a stockholder of record, you may vote:

vote your shares at the Annual Meeting using any of the following methods:

Beneficial Owners. If your Sharesshares are held in “street name” (held in the name ofa stock brokerage account or by a bank broker or other nominee),nominee, you mustprovideare the bank,beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or other nominee, withwho is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions and the instructions on the Notice; and, if you are a beneficial owner and you wish to submit your vote by telephone, you may do so by dialing 1-800-454-8683.

Do I need to attend the Annual Meeting to vote my shares?

You do not need to attend the Annual Meeting to vote your shares. Shares and can do so as follows:

represented by valid proxies that are received in time for the Annual Meeting will be voted at the Annual Meeting unless they are revoked in advance of the meeting date. A stockholder may revoke a proxy before the proxy is voted by following the instructions under the heading “May I Changechange or Revoke My Proxy?revoke my proxy?” below. Any stockholder who has executed a proxy card but attends the Annual Meeting via the virtual meeting portal at www.virtualstockholdermeeting.com/RIOT2021 may revoke the proxy and vote at the Annual Meeting by following the instructions under the heading “How do I vote?” above.

What is a proxy?

A proxy is your legal designation of authority to another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy, the document in which you make that designation also is called a proxy.

May I change or revoke my proxy?

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. Youmaychange or revoke your proxy in any one of the following ways:

What Ifshould I Receive More Than One Proxy Card?do if I receive more than one proxy card?

You may receive more than one proxy card or voting instruction form if you hold Sharesshares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How Do“How do I Vote?vote?” on the proxy card for each account to ensure that all of your Sharesshares are voted.

Will my shares be voted if I do not return my proxy card?

Will My Shares Be Voted If I Do Not Return My Proxy Card?

If your Sharesshares are registered in your name, or if you have stock certificates, they will not be voted if you do not returnsubmit your proxy card by mail, online via the portal at www.proxyvote.com, or by telephone by dialing 1-800-690-6903, or if you do not otherwise vote by attending the Annual Meeting and casting your shares using the unique 16-digit control number assigned to you on your Proxy Card. Please see the section of this Proxy Statement entitled “How do I vote?” beginning on page 2 above for specific instructions on how to vote your shares. Unless otherwise indicated under the section “What vote is required to approve each proposal presented at the Annual Meeting” below, if you submit your proxy card without indicating your instructions as to how to vote your shares, your shares will be voted in accordance with the Board’s recommendations, as permitted by our Bylaws.

Brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“routine matters”), but do not have the discretion to vote uninstructed shares as to certain other matters (“non-routine matters”). Of the four (4) proposals being presented to the stockholders at the Annual Meeting, only Proposal No. 2 (the ratification of our independent registered public accounting firm) is considered a routine matter. The remaining three (3) proposals, Proposal No. 1 (election of directors), Proposal No. 3 (advisory vote to approve the compensation of our named executive officers), and Proposal No. 4 (vote to approve the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Plan) are each considered non-routine matters. This means that if your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above under “How“How Do I Vote?,” above. the bank, broker or other nominee has the authority, even if it does not receive instructions from you, to vote your unvoted shares for the sole routine matter being presented to the stockholders at the Annual Meeting, Proposal II (the ratification of our independent registered public accounting firm) However, your bank, broker or other nominee that holds your shares would not have authority to vote your unvoted shares for the three (3) non-routine matters being presented to the stockholders at the Annual Meeting, Proposal I (election of directors), Proposal III (advisory vote to approve the compensation of our named executive officers), and Proposal IV (vote to approve the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Plan).

If your broker cannot vote your Sharesshares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter, or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, a “broker non-vote” has occurred. The effects of a broker non-vote on each of the proposals for which we are requesting stockholder votes are explained below.

Brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed Shares on certain matters (“routine matters”), but do not have the discretion to vote uninstructed Shares as to certain other matters (“non-routine matters”). Proposal No. 1 (election of directors), Proposal No. 3 (advisory vote to approve the compensation of our named executive officers), Proposal No. 4 (advisory vote on the frequency of  future advisory votes to approve the compensation of our named executive officers), and Proposal No. 5 (vote to approve the new Riot Blockchain, Inc. 2019 Equity Incentive Plan) are considered non-routine matters. Proposal No. 2 (the ratification of our independent registered public accounting firm) is considered a routine matter. If your Shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your Shares as described above under “How Do I Vote?,” the bank, broker or other nominee has the authority, even if it does not receive instructions from you, to vote your unvoted Shares for Proposal No. 2 (the ratification of our independent registered public accounting firm); however, it would not have authority to vote your unvoted Shares for Proposal No. 1 (election of directors), Proposal No. 3 (advisory vote to approve the compensation of our named executive officers), Proposal No. 4 (advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers), or Proposal No. 5 (vote to approve the new Riot Blockchain, Inc. 2019 Equity Incentive Plan). Shares that are the subject ofto a broker non-vote are includedconsidered present at the Annual Meeting for determining whether the appliable quorum purposes, butrequirement has been met (see “What is a quorum?” on page 6 of this Proxy Statement for further discussion of our quorum requirement for the Annual Meeting); however, shares subject to a broker non-vote with respect to a proposal will not be counted as a vote cast and will not be counted aswith respect to a vote represented at the Annual Meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote. We encourage you to provide voting instructions. This ensures your Shares will be voted at the Annual Meeting in the manner you desire.

As provided in our Bylaws, a majority of the votes cast means that the number of votes cast “FOR” a proposal exceeds the number of votes cast “AGAINST” that proposal. Because abstentions and broker non-votes do not represent votesshares cast “FOR” or “AGAINST”with respect to a proposal, broker non-votes and abstentions will have no effect on the outcome of votes on any of the proposals put forth in this Proxy Statement, as the outcome of the votes on these proposals are determined solely by reference to the votes cast “FOR” or “AGAINST” such proposals by the Sharesshares entitled to vote that are present at the Annual Meeting or represented by a properly-submitted proxy.

We encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting in the manner you desire.

What vote is required to approve each proposal presented at the Annual Meeting?

Proposal No. 1: Election of Directors. We are seeking stockholder votes on the election to the Board of the five director nominees identified in this Proxy Statement, including one Class I director nominee, two Class II director nominees, and two Class III director nominees. As permitted by Nevada law and our Bylaws, each class of directors on our Board are elected by a plurality voting system. This means that those director nominees receiving the most “FOR” votes cast in favor of their election to the Board will be elected to the Board.

You may vote “FOR” all or any one of the nominees, or you may “WITHHOLD” your vote from all of the nominees or from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors and thus will have no effect on the outcome of the vote on this proposal. If you submit your proxy and entitledcard without directing your proxy how to vote your shares, your shares will be voted in accordance with the Board’s recommendations.

Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

Proposal No. 2: Ratification of Auditor Appointment. We are seeking our stockholders’ ratification of our appointment of Marcum LLP to serve as our independent registered public accounting firm (our “Auditor”) for the fiscal year ending December 31, 2021. The ratification of the appointment of Marcum LLP as our Auditor for these periods requires the affirmative vote of the majority of the shares cast on this Proposal No. 2 (i.e., the number of “FOR” votes cast on this Proposal No. 2 must exceed the number of “AGAINST” votes cast on this Proposal No. 2 to ratify our appointment of Marcum LLP as our Auditor). Under applicable Nasdaq market rules, Nevada law and SEC regulations, we are not required to obtain the approval of our stockholders to appoint our auditors.

Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, a broker non-vote will result. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the outcome of the vote.

Proposal No. 3: “Say-On-Pay.” We are seeking an advisory vote by our stockholders regarding the compensation of our named executive officers, which is disclosed in greater detail in this Proxy Statement. The affirmative vote of the majority of the shares cast on this Proposal No. 3 is required to approve, on a non-binding, advisory basis, the compensation of our named executive officers (i.e., the number of “FOR” votes cast on this Proposal No. 3 must exceed the number of “AGAINST” votes cast on this Proposal No. 3 for stockholder advisory approval of the compensation of our named executive officers to be obtained). While the results of this advisory vote are non-binding, the Compensation and Human Resources Committee of the Board, and the Board as a whole, values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for our named executive officers.

Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for this proposal. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the outcome of the vote.

Proposal No. 4: Approval of the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Plan. We are seeking stockholder approval of an amendment to our Riot Blockchain, Inc. 2019 Equity Plan, as amended (“2019 Equity Plan”) to increase the number of shares of our common stock reserved for issuance under the 2019 Equity Plan by 4,400,000 shares. The affirmative vote of a majority of the votes cast for this proposal is required to approve the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Plan (i.e., the number of “FOR” votes cast on this Proposal No. 4 must exceed the number of “AGAINST” votes cast on this Proposal No. 4 for stockholder approval of the amendment to the 2019 Equity Plan to be obtained).

Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for this proposal. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the outcome of the vote. 

How does the Board recommend I vote on the proposals before the Annual Meeting?

What Vote is Required to Approve Each Proposal and How are Votes Counted?The Board unanimously recommends that you vote as follows:

Proposal No. 1: Election of Directors.

ProposalNo.Proposal No. 2: Ratification of Auditor Appointment.

Proposal No. 3: “Say-On-Pay”.

Proposal No. 4: Approval of the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Plan.

If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment. At the time this Proxy Statement was printed, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement.

What is a quorum?

A quorum is the minimum number of shares that must be represented in person or by proxy for us to conduct the Annual Meeting. The attendance in person or by proxy of holders of thirty-three and one third percent (33.333%) of the total shares outstanding as of the Record Date will constitute a quorum for doing business at the Annual Meeting. Therefore, based on 95,951,269 shares outstanding as of September 9, 2021, the presence of 31,983,756 shares, whether represented by their holder in person or by proxy, will constitute a quorum to hold the Annual Meeting. If you grant your proxy and do not revoke it prior to the Annual Meeting, your shares will be considered present at the Annual Meeting and be counted toward the quorum. Proxies marked “Abstain” and “broker non-votes” will be treated as shares that are present for purposes of determining whether a quorum is present.

What happens if a quorum is not reached?

If the shares present in person or represented by proxy at the Annual Meeting are not sufficient to constitute a quorum, the stockholders, by a vote of the holders of a majority of votes present in person or represented by proxy (which may be voted by the proxy holders), may, without further notice to any stockholder (unless a new Record Date is set), adjourn the Annual Meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

Householding of Annual Disclosure Documents.Documents.

The SEC has adopted a rule concerning the delivery of annual disclosure documents to households with more than one stockholder. The rule allows us or brokers holding our Sharesshares on your behalf to send a single set of our Annual Report and Proxy Statement to any household at which two or more of our stockholders reside, if either we or the brokers believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both stockholders and the Company. It reduces the volume of duplicate information received by you and helps to reduce our expenses. The rule applies to our Annual Reports, Proxy Statements and information statements. Once stockholders receive notice from their brokers or from us that communications to their addresses will be “householded,”“householded”, the practice will continue until stockholders are otherwise notified or until they revoke their consent to the practice. Each stockholder will continue to receive a separate proxy card or voting instruction card.

Those stockholders who either (i) do not wish to participate in “householding” and would like to receive their own sets of our annual disclosure documents in future years or (ii) who sharemay revoke their consent for future mailings at any time by contacting our proxy advisors and virtual webcast hosts for the Annual Meeting, Broadridge Financial Solutions, Inc. via:

Similarly, if an address is shared with another onestockholder and, together, both of ourthe stockholders and who would like to receive only a single set of our annual disclosure documents, the stockholders should follow the instructions described below:

above.

Who is paying for this proxy solicitation?

solicitation?

The Company will bear the cost of the solicitation of proxies by the Company; however, we will not pay our directors, officers and employees any additional compensation for soliciting proxies in person, by telephone or by other means. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We have engaged Alliance Advisors, LLC, a proxy solicitation firm whose toll-free number is 1-866-620-9211, to assist us in soliciting proxies in connection with the Annual Meeting for an engagement fee of approximately $8,000, plus reimbursement of out-of-pocket expenses. Other proxy solicitation expenses that we will pay include those for preparing, mailing, returning, and tabulating the proxies. Finally, we have engaged Alliance Advisors, LLC, a proxy solicitation firm, to assist us in soliciting proxies for a fee of approximately $7,500, plus reimbursement of out-of-pocket expenses.

When are stockholder proposals due for next year’s annual meeting?meeting?

At our annual meeting each year, our Board of Directors submits to stockholders its nomineesAll stockholder proposals, including stockholder proposals for candidates for nomination for election as directors. In addition,to the Board, should be submitted in accordance with applicable SEC rules and regulations, Nevada law, and the Company’s procedures for stockholder proposals, as described herein and under the heading “Communications with the Board” on page 18 of Directors may submit other mattersthis Proxy Statement below. Stockholder proposals should be submitted to our Corporate Secretary by mail to the stockholdersfollowing address:

Stockholder proposals intended to be presented at, and included in the definitive proxy statement for, action at the 2022 Annual Meeting of the Stockholders.

Accordingstockholders (the “2022 Annual Meeting”) must be delivered to our Bylaws, stockholderCorporate Secretary on or before the close of business on May 24, 2022, to be considered timely pursuant to SEC Rule 14a-8 and our Bylaws. Stockholder proposals intended to be presented at the 2020 annual meeting2022 Annual Meeting outside of stockholdersthe SEC Rule 14a-8 process must be submitteddelivered to theour Corporate Secretary at Riot Blockchain, Inc., Attention: Corporate Secretary, 202 6^th Street, Suite 401, Castle Rock, Colorado 80104,the above address no sooner than July 15, 2022, and no later than May 23, 2020 to receive consideration for inclusion in the Company’s 2020 proxy materials. However, if next year’s annual meeting is to be held more than 30 days before or 30 days after the anniversary of this year’s Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our 2020 proxy materials. Any such stockholder proposal must comply with the requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, to be included in the proxy statement for next year’s annual meeting of stockholders.

Notice of proposalsAugust 15, 2022, to be considered at next year’s annual meeting of stockholders, but not to be included in the proxy statement for that year, must meet the requirements set forth in the Company’s Bylaws, including providing all of the information specified in the Bylaws and Rule 14a-8 of the Securities Exchange Act of 1934, as amended. The notice must be submitted to the Corporate Secretary at Riot Blockchain, Inc., Attention: Corporate Secretary, 202 6^th Street, Suite 401, Castle Rock, Colorado 80104. Each proposal submitted must be a proper subject for stockholder action at an annual meeting. The notice generally must be received not less than forty-five (45) days nor more than seventy-five (75) days prior to the first anniversary oftimely.

If the date on which we first gave notice of this year’sour 2022 Annual Meeting. However, if next year’s annual meeting is to be heldMeeting has been changed by more than thirty (30) days before or more than thirty (30)sixty (60) days after the first anniversary of this year’s Annual Meeting, noticestockholders must comply with the following procedure to submit their proposals to be considered at the 2022 Annual Meeting. If public announcement of suchthe 2022 Annual Meeting occurs one hundred (100) days or more prior to the scheduled date of the 2022 Annual Meeting, then stockholder proposalproposals must be receiveddelivered to our Corporate Secretary at the foregoing address no earliermore than the ninetieth (90^th) day prior toone hundred twenty (120) days before and no less than ninety (90) days before the date of the meeting or2022 Annual Meeting to be considered at the later of the sixtieth (60^th) day before the next year’s annual meeting or the tenth (10^th) day following the Company’smeeting. However, if public announcement of next year’s annual meeting of stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of September 3, 2019, based upon23,555,930Shares of common stock issued and outstanding, with respectthe 2022 Annual Meeting occurs less than hundred (100) days prior to the beneficial ownershipscheduled date of the outstanding common stock by: (i) any person known2022 Annual Meeting, then stockholder proposals can be delivered up to us to beneficially own more than five (5%) percent of Shares; (ii) eachten (10) days after public announcement of the Company’s named executive officers and directors; and (iii)2022 Annual Meeting is first made.

Stockholders may nominate candidates for the Company’s directors and executive officersBoard by the same deadlines as a group. Beneficial ownership is determinedproposals for business to come before the 2022 Annual Meeting. Each notice of business or nomination must set forth the information required by our Bylaws. Any such proposals, including stockholder proposals for candidates for nomination for election to the Board, must be submitted in accordance with Rule 13d-3 underapplicable SEC rules and regulations, and follow the Securities Exchange Act of 1934, as amended.  In computing the number of Shares beneficially owned byCompany’s procedures in its Bylaws. Submitting a person or a group and the percentage ownership of that person or group, Shares of our common stocknotice does not ensure that the owner hasproposal will be raised at the right2022 Annual Meeting. We will not permit stockholder proposals that do not comply with the foregoing notice requirement to acquire within sixty (60) days after September 3, 2019 are deemed outstanding, but are not deemed outstanding forbe brought before the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the Shares beneficially owned and addresses are: c/o, Riot Blockchain, Inc., 202 6^th Street, Suite 401, Castle Rock, CO 80104.

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2022 Annual Meeting.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board currently consists of three (3) independent directors. Nasdaq stock market rules and listing standards (the “Nasdaq Market Rules”) require that our Board consist of at least three (3) “independent directors,” as definedbusiness operates under the Nasdaq Market Rulesdirection of the Board, which, pursuant to our Bylaws, is divided into three approximately equal in size classes of directors as follows: Class I, Class II and applicable SEC rules.Class III. The NominatingGovernance and GovernanceNominating Committee and the Board have unanimously fixed the size of the Board at three (3) independentfive directors, with one director designated as a Class I director, two directors designated as Class II directors, and two directors designated as Class III directors. According to our Bylaws, our entire Board of Directors is elected annually by our stockholders. Pursuant to our Bylaws and Corporate Governance Guidelines, the standard for the election of our directors is a plurality voting standard, which means that the three (3) director nominees receiving the most “FOR” votes will be elected to our Board.  In accordance with our Articles of Incorporation, Bylaws, and Nevada law, a director holds office until the next annual meetingEach of the stockholders and until that director’s successorfive director seats on the Board is elected and qualified; provided, however, that should that director die, resign or otherwise be removed from office prior to the election and qualification of his or her successor, the remaining directors may appoint an interim director to fill the vacancy until the stockholders elect and appoint that director’s successor at the next annual meeting of the stockholders. All three (3) of our incumbent directors are standingup for election or re-election for a new term as director to expire at the 2020 Annual Meeting of the Stockholders,this year.

The Governance and each of them have consented to stand for this election. The Nominating and Governance Committee and the Board have unanimously approvednominated and hereby recommend to the recommendedstockholders for their approval at the Annual Meeting the following slate of three (3) directors: Messrs. Remo Mancini, Jason Les, and Benjamin Yi.

The following table shows the Company’sdirector nominees for election to the Board. Each nominee, if elected, will serve untilBoard:

Upon the 2020 Annual Meeting of Stockholders and until a successor is named and qualified, or until his earlier resignation, death or removal. All nominees are membersexpiration of the present Boardinitial term of Directors. Weoffice for each class of directors, their successors shall be elected to serve for terms of office expiring at the third annual meeting of stockholders following their election, with one class of directors standing for election at each successive annual meeting of stockholders. Information relating to each nominee for election as director and for each continuing director, including period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement.

All five (5) nominees have consented to stand for election to the class set forth next to their name; and we have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the stockholder, the accompanying proxy will be voted for the election of the three (3) persons named under the heading “Nominees for Directors” below. Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.

NOMINEES FOR DIRECTOR

The Nominating Each nominee, if elected, will serve until the expiration of their term and Governance Committeeuntil a successor is named and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individualqualified, or until his or her earlier resignation, death or removal. As provided by our Bylaws, should serve as a current director and as a nominee for re-election as a member of our Board.

Biographies of the Board’s Nominees

Remo Mancinihas been a director of the Company since February 2018 (joining the Board as Chairman of the Audit Committee and Lead Independent Director) and Chairman of the Board since September of 2018. Remo Mancini is a professional corporate director. Mr. Mancini combines his experience as a former Canadian and U.S. senior corporate executive, corporate director, and former Ontario Cabinet Minister to bring a valuable perspective to business affairs, senior executive management, and corporate governance.

Mr. Mancini served as “Member in the Parliament of Ontario” (Legislative Assembly of Ontario, Canada) representing the riding of Essex South, 1975-1993. During his tenure in government Mr. Mancini held a number of notable positions including Minister of Revenue, Parliamentary Assistantdie, resign or otherwise be removed from office prior to the Premier, Official Opposition Party House Leader, and Chairmanexpiration of his or her term of office, the Public Accounts Committee.

This extensive experience in both the public and private sectors positions him to offer insightful and decisive management guidance, and Board leadership. He has served on a number of Boards of both publicly listed and private companies. He has earned the internationally recognized designation of ICD.D and is a graduate of the Directors Education Program offered by the Institute of Corporate Directors and the University of Toronto’s Rotman School of Management.

Jason Les has been serving as a director of the Company since November 2017. Mr. Les is an established professional poker player. Mr. Les successfully competed in high stakes heads-up games online for several years and was three (3) times selected as the human benchmark for testing the world’s best poker artificial intelligence in what was dubbed Man vs Machine at Carnegie Mellon University.  Mr. Les graduated from U.C. Irvine in 2010 with a B.S. in Information and Computer Science. Mr. Les is qualified as a director based on the fact that he has been active in the bitcoin industry as a miner, studying protocol development and evaluating a variety of crypto investment strategies.  Mr. Les also brings technical expertise in bitcoin mining, our Company’s main focus, and his knowledge, experience, and expertise in the bitcoin mining industry allows him to make incisive insights regarding our business and to provide timely advice to the Board, its committees, and to management.

Benjamin Yihas been serving asremaining directors may appoint an interim director of the Company since being appointed by the Board in October 2018 to fill the resulting vacancy on our Board.  Mr. Yi also serves as Chairmanthe Board until a successor is duly qualified and elected by the stockholders following the expiration of the Audit Committee. Mr. Yi currently serves as Headterm of Capital Markets at IOU Financial, Inc., an industry leader in online lending to small businesses across North America, where he specializes in capital markets and corporate development. Previously, he served as Vice President of Corporate Development and Strategy at Dundee 360 Real Estate Corporation, a real estate development and services subsidiary of Dundee Corporation, from September of 2015 to September of 2016. Prior to Dundee 360, Mr. Yi served in various progressively senior roles, including as an investment analyst at Dundee Corporation, from April of 2010 to August of 2015, and as senior analyst for product development and analytics at the predecessor to 1832 Asset Management L.P., the Canadian subsidiary of Scotiabank, from July of 2006 to April of 2010. In addition to his executive and financial experience, Mr. Yi has substantial corporate governance experience:  Mr. Yi served as an Independent Director and chairman of the Corporate Governance and Remuneration Committee of PetroMaroc Corporation, plc, a UK-based energy company, from December 2013 to December of 2016; as a member of the Board of Managers and Audit Committee of Android Industries, LLC, an Auburn Hills-based assembler of complex modules for the automotive industry, from January of 2014 to September of 2016; and, as Independent Director and member and occasional chairman of the Audit Committee of Woulfe Mining Corporation, a publicly-traded Vancouver-based mining company, from October of 2013 to September of 2015.office.

Unless authority to vote for the nominees named above is withheld, the Shares represented by the enclosed proxy will be voted “FOR” the election of such nominees as directors. In the event that any of the nominees shall become unable or unwilling to serve, the Shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in such nominee’s place. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve.

Family Relationships

There are no family relationships among our named executive officers and directors.

Vote Required

Pursuant to our Bylaws, the nominees for director who receive aare elected by plurality of votes cast “FOR” the “FOR” votes will be elected to the Board.nominees for director. You may vote “FOR” all or any of the nominees, or you may “WITHHOLD” your vote from all of or any of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors and thus will have no effect on the outcome of the vote on this proposal. If you submit your proxy card without directing your proxy how to vote your shares, your shares will be voted in accordance with the Board’s recommendations.

Brokerage firms do not have authority to vote customers’ unvoted Sharesshares held by the firms in street name for the election of directors. As a result, any Sharesshares not voted by a beneficial owner will be treated as a broker non-vote. Abstentions and broker non-votes will have no effect on the results of this vote.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 11:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR THE ELECTION OF ALL OF THE NOMINEES NAMED ABOVE AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

CORPORATE GOVERNANCEINFORMATION REGARDING DIRECTORS

Information aboutThe information set forth in the Board of Directors and Committees

Independence of Directors

Our Boardfollowing table is currently comprised of three (3) non-employee directors, all three (3) of whom are independent directors.  The Board, upon recommendationcurrent as of the Nominating and Governancedate of this Proxy Statement, of the individuals who currently serve as directors on the Board.

*Indicates Committee unanimously determined that eachChairperson.

Nominees for Election as Class III Directors (Terms Expiring in 2024)

Benjamin Yi, age 39, currently serves as the Executive Chairperson of our three (3) non-employee directors is “independent,”Board. Mr. Yi has served as such term is defined in the Nasdaq Market Rules and the applicable SEC rules.

The definition of “independent director” included in the Nasdaq Market Rules includes a series of objective tests, such as whether the director is not an employee of the Company has not engagedsince October 23, 2018, initially as an independent director and audit committee chair of the Board. Mr. Yi was elected Chairperson of the Board in various typesNovember 2020 and nominated Executive Chairperson in May 2021.

From 2017 to 2021, Mr. Yi led the capital markets and corporate development efforts at IOU Financial Inc (TSX Venture Exchange: IOU; OTC: IOUFF), a tech-enabled lender to small businesses and an investee company of specified business dealings withNeuberger Berman. From 2010 to 2016, Mr. Yi worked directly under Ned Goodman, a renowned Canadian financier, investor and founder of Dundee Corporation, a Toronto-based conglomerate. Mr. Yi was also a securities analyst at the Company,predecessor to 1832 Asset Management L.P., where he covered energy and does not have an affiliation with an organization that has had specified business dealings withspecial situations investments. Mr. Yi became a CFA charter holder in 2008 and holds a Master of Finance degree from the Rotman School of Management and a Bachelor of Commerce degree from Trinity College in the University of Toronto..

Mr. Yi brings significant experience in corporate strategy, corporate development, and governance to the Company. Consistent withIn addition to having served as a director of several public and private companies, he also brings over seventeen years of unique capital markets experience to the Company’s Corporate Governance Principles, the Board’s determination of independence is mademanagement team, with a particular expertise in accordance with the Nasdaq Market Rulesportfolio management, fintech-enabled businesses, specialty finance, and the applicable SEC rules.  As required by the Nasdaq Market Rules, the Board also has madespecial situations investing through a subjective determination with respectcompany's capital structure.

We believe that Mr. Yi possesses specific attributes that qualify him to each director that such director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), even if the director otherwise satisfies the objective independence tests included in the definition of an “independent director” included in the Nasdaq Market Rules.

In determining that each individual who servedserve as a member of the Board, is independent, the Board considered that, in the ordinary course of business, transactions may occur between the Company and entities with which some of our directors are affiliated. The Board unanimously determined that such relationships were not material so as to impair the affected director’s independence under the applicable standards. No unusual discounts or terms were extended to any director, any affiliate of any director, or any entity affiliated with any director.

Board Leadership Structure

Our Board’s leadership is currently structured as follows:

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a Chairman of the Board who oversees the regular meetings of the Board and sets the agenda for such meetings;

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a robust committee structure of the Board comprised solely of committees of independent directors; and

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engaged Board members who are independent and who conduct candid and constructive discussions and deliberations among themselves and with management and outside advisors.

Our Board elects a Chairman from among the directors. Our Board combines or separates the positions of Chairman and Chief Executive Officer based on what its members believe best serves the needs of the Company and our stockholders at any particular time based on then-existing facts and circumstances and has determined to separate the positions of Chairman and Chief Executive Officer at the present time.

Our Board believes that its current leadership structure provides the Company with independent director leadership and oversight, while providing our Chief Executive Officer, Mr. McGonegal, the space to focus on fulfillingincluding his mandates as our Chief Executive Officer. Our independent directors believe Mr. McGonegal’s in-depth knowledge of our business and its challenges and opportunities, as well as his extensive understanding of our day-to-day operations and his ability to provide insight and direction on important strategic initiatives, make him well positioned to effectively manage the Company as its Chief Executive Officer and to bring key business and stakeholder issues to the Board’s attention.

Our Board believes the following are certain key factors providing it appropriate opportunities for oversight, discussion and evaluation of Riot’s decisions and direction:

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the independence of each director;

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the ability of independent directors to participate in the agenda-setting process for our Board and committee meetings;

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regularly scheduled executive, sessions of independent directors; and

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our directors’ access to management.

The actions by our Board in adapting its leadership structure in response to the changes in its leadership and the challenges faced by the Company evidence the Board’s proactive commitment to strong corporate governance and appropriate independent director oversight of management.  Our Board does not, however, necessarily believe the present separation of the Chief Executive Officer and Chairman position is the permanent optimal structure for the Company’s leadership and maintains its strong commitment to flexibility in the face of ever evolving facts and circumstances.finance experience.

Director Attendance at Board, Committee, and Other Meetings

Directors are expected to attend regular Board meetings and meetings of the committees on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. The Board does not have a policy on director attendance at the Company’s annual meeting all of the then-serving directors attended the last year’s annual meeting of stockholders, held on June 15, 2018.

The independent directors meet in executive sessions in connection with regularly scheduled Board meetings and at such other times as they deem appropriate.

Executive Sessions of Independent Directors and Self-Evaluations

Our Board and its three (3) standing committees meet throughout the year on a set schedule and also hold special meetings and may act by written consent from time to time as appropriate.  Executive sessions of independent directors are provided for in the agenda for each regularly scheduled Board meeting.

In 2018, the Board held 21 regular and special meetings and may also act by written consent. Each director attended 100% of the regular and special meetings of the Board and of the committees on which he or she served that were held during his or her term of office. Each of the independent directors attended 100% of the regular and special executive sessions that were held during his or her term of office.

An important part of the executive sessions of independent directors of our Board and its three (3) standing committees is the discussion of results from the annual self-evaluations undertaken by our Board and its standing committees, the design of which is for continuous improvement in performance and effectiveness. Our Nominating and Governance Committee facilitates our Board’s annual self-evaluation.

Board Role in Risk Oversight

The Company’s Board plays an active role in risk oversight of the Company. The Board does not have a formal risk management committee, but rather administers this oversight function through the three (3) standing committees of the Board, which are described below. The Audit Committee periodically reviews overall enterprise risk management, in addition to maintaining responsibility for oversight of financial reporting-related risks, including those related to the Company’s accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of the Company’s Code of Ethics and Business Conduct. The Compensation Committee oversees risks arising from the Company’s compensation policies and programs. This Committee has responsibility for evaluating and approving the executive compensation and benefit plans, policies and programs of the Company. The Nominating and Governance Committee oversees corporate governance risks and oversees and advises the Board with respect to the Company’s policies and practices regarding significant issues of corporate responsibility.

The Board of Directors has a process for stockholders to communicate with directors. Stockholders should write toJason Les, age 35, the Company’s Chief Executive Officer, at: Riot Blockchain, Inc., Attention: Board of Directors, 202 6^th Street, Suite 401, Castle Rock, Colorado 80104 and specifically request thathas served as a copydirector of the letter be distributedCompany since November 2017. Mr. Les has been deeply involved with Bitcoin since 2013, with significant experience in cryptocurrency mining, and as an engineer studying protocol development and contributing to open-source projects. He was also a particular Board member orfounding partner of Binary Digital, a software-development company where he led the engineering team and coordinated project development for artificial intelligence, reverse engineering, and inter-software compatibility projects. Additionally, Mr. Les’ background includes over a decade of unique experience as a former professional heads-up poker player during which he has successfully competed in high-stakes games online, in addition to all Board members. Where no such specific request is made, the letter will be distributed to Board members if material,most prestigious, high-stakes tournaments in the judgmentworld. In 2015 and 2017, he was selected as a human benchmark for testing the world’s best poker artificial intelligence in what was dubbed “Man vs Machine” at Carnegie Mellon University. Mr. Les holds a Bachelor of Science in Information & Computer Science from U.C. Irvine.

We believe that Mr. Les possesses specific attributes that qualify him to serve as a member of the Board, including the perspective and experience he brings as our Chief Executive Officer and his experience in the cryptocurrency mining industry.

Nominees for Election as Class II Directors (Terms Expiring in 2023)

Hannah Cho, age 43, was elected and appointed to mattersthe Board as an independent director effective and has served as a director since February 2021. Ms. Cho currently serves as the Chairperson of the Board’s Compensation and Human Resources Committee. Ms. Cho is a veteran marketing and communications professional who has spent her career in the enterprise technology industry. She is currently Vice President, Marketing Communications at BMC Software, a portfolio company of KKR which offers software and services to support cloud computing, IT service management, automation, IT operations, and the mainframe for digital transformation. Ms. Cho brings significant executive leadership experience in marketing and communications gained at leading technology companies including Anaplan, CA Technologies, Intel Corporation, and Cisco Systems. In addition to her corporate experience, she was also previously Senior Vice President, Technology Communications at Edelman.

We believe that Ms. Cho possesses specific attributes that qualify her to serve as a member of the Board, including her experience in the enterprise technology industry, in addition to her executive and corporate governance experience.

Lance D’Ambrosio, 64, has served as a director since May 2021. Mr. D’Ambrosio currently serves as the Chairperson of the Board’s Audit Committee. Mr. D’Ambrosio has over thirty (30) years’ experience as a corporate officer and director, with experience in corporate governance, capital raising, financial analysis, mergers and acquisitions, and complex international structuring. Mr. D’Ambrosio currently serves as the Managing Partner of 4 D Investments, a company which focuses on technology and real estate investments. Prior to 4 D Investments, Mr. D’Ambrosio served as the chairperson on the Board’s agenda.

Committeesboard of directors and as and chief executive officer of Crystal Peak Minerals, a Canadian public company focused on precious metals mining, from 2010 to 2018. As a corporate executive, Mr. D’Ambrosio has guided both public and private companies through mergers and acquisitions, capital raising campaigns, and other related transactions. He also has significant experience as an entrepreneur, having founded several companies spanning a broad spectrum of industries, including the telecommunications, materials, and automotive sectors. Mr. D’Ambrosio has been recognized as a recipient of the BoardErnst & Young and Merrill Lynch Entrepreneur of the Year Award in the category of e-Software & Services, and he graduated from the University of Utah in 1979 as a member of the Dean’s Honor List with a Bachelor of Science in Marketing and in Management.

We believe that Mr. D’Ambrosio possesses specific attributes that qualify him to serve as a member of the Board, including his executive, corporate governance and finance experience.

Our Board

Nominee for Election as Class I Director (Term Expiring in 2022)

Hubert Marleau, age 77, currently serves as the Lead Independent Director on our Board. Mr. Marleau has three (3) standing committees,served as a director since November 2020. Mr. Marleau currently serves as the Audit Committee,Chairperson of the Compensation Committee, and theBoard’s Nominating and Governance Committee. EachMr. Marleau is a veteran capital markets professional, corporate director, and Chair of the committees is solely comprisedMarleau Lecture Series on Economic and Monetary Policy at the University of Ottawa. Currently, he serves as Chief Economist at Palos Management, a boutique investment management firm headquartered in Montreal, Canada, and chaired by independenthas served on the board of directors each of whomthe following publicly traded companies: GobiMin Inc. (TSX Venture Exchange: GMN; OTC: GMNFF), a precious metals mining company headquartered in Montreal, Canada; Niocan Inc. (TSX Venture Exchange: NIO.V; OTC: NIOCF), a minerals exploration and development company based in Quebec, Canada; and Dundee Sustainable Technologies Inc. (Canadian Securities Exchange: DST; OTC: DNDDF), a precious metals mining company based in Montreal, Canada developing advanced metallurgical processes for use in sustainable mining development projects. Additionally, Mr. Marleau has served on the board of directors of Premier Health of America, Inc., listed on the TSX Venture Exchange, since March 2, 2020. In addition to a career in the capital markets that has spanned over five decades, Mr. Marleau has previously served as a Governor of the Montreal and Vancouver stock exchanges, and as a Director of the Listing Committee for the Toronto Stock Exchange and Director of the Investment Dealers Association of Canada (now known as IIROC).

Mr. Marleau’s broad areas of expertise include macroeconomic policy & analysis, corporate governance, financial analysis, and investment banking. In addition to having served as a board member of approximately fifty publicly-held companies, he has raised funds privately and publicly for hundreds of emerging and mature companies, structured numerous mergers and acquisitions, and acted as the driving force behind numerous transactions. Mr. Marleau graduated from the University of Ottawa in 1967 with an Honours Bachelor of Social Sciences in Economics.

We believe that Mr. Marleau possesses specific attributes that qualify him to serve as a member of the Board, has affirmatively determined is independent pursuantincluding his executive, corporate governance and finance experience.

PROPOSAL NO. 2

RATIFICATION OF AUDITOR APPOINTMENT

We are asking our stockholders to ratify the Nasdaq Market Rulesappointment and applicable SEC rules. Each of the committees operates pursuant to its charter. The committees regularly report their activities and actions to our full Board, generally at the next Board meeting following a committee meeting. The committee charters are reviewed annuallyengagement by the Nominating and Governance Committee. If appropriate,and in consultation with the chairs of the other committees, the Nominating and Governance Committee proposes revisions to the charters. The responsibilities of each committee are described in more detail below. The charter of each of our Audit Committee Nominating and Governance Committee, and Compensation Committee complies with the applicable Nasdaq corporate governance requirements.  Copies of each of the charters for the three (3) standing committees are available on the Company’s website at: www.riotblockchain.com/governance-docs  by following the link for each of the Audit Committee, the Nominating and Governance Committee, and the Compensation Committee, and are also availableMarcum LLP, to stockholders free of charge upon written request toserve as our Corporate Secretary at Riot Blockchain, Inc., Attention: Corporate Secretary,202 6^th Street, Suite 401, Castle Rock, CO 80104. The principal functions of each of the three (3) standing committee are summarized below.

Audit Committee

Our Audit Committee oversees our independent registered public accounting firm and accounting and internal control matters. Our Audit Committee also assists our Board in fulfilling its responsibilities to oversee, among other things:

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The integrity of our financial statements;

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Our compliance with relevant legal and regulatory requirements;

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Our internal control over financial reporting;

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Our independent registered public accounting firm’s qualifications and independence; and

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The performance of our internal audit function and our independent registered public accounting firm.

The purposes and responsibilities of our Audit Committee also include:

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Directly appointing, compensating, retaining, terminating and overseeing the work of our independent registered public accounting firm;

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Pre-approving, or adopting appropriate procedures to pre-approve, all audit services, internal control-related services and non-audit services to be provided by our independent registered public accounting firm;

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Reviewing and discussing with our independent registered public accounting firm and our management (i) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the selection or application of accounting principles, (ii) the effect of regulatory and accounting initiatives or actions applicable to us, as well as off-balance sheet structures, on our financial statements, and (iii) any major issues concerning the adequacy of our internal controls and any special steps adopted in light of any material control deficiencies;

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Discussing guidelines and policies governing the process by which our management assesses and manages exposure major risk exposures;

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Reviewing and discussing our earnings press releases with management and our independent registered public accounting firm; and

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Reviewing and discussing with our independent registered public accounting firm and our management quarterly and year-end operating results, reviewing our interim financial statements included in our Quarterly Reports on Form 10-Q, and recommending to our Board the inclusion of our annual financial statements in our Annual Reports on Form 10-K.

A more detailed description of our Audit Committee’s purposes and responsibilities is contained in its charter, which is available at our website at:www.riotblockchain.com/governance-docs.

The Board has affirmatively determined in its business judgment that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules, the Sarbanes-Oxley Act of 2002, and the Nasdaq Market Rules. The Board has determined, in its business judgment, that Messrs. Remo Mancini and Benjamin Yi of the Audit Committee each meet thequalifications of an “audit committee financial expert,” as that term is defined under the SEC rules, and that both Messrs. Mancini and Yi are independent of Riot.  The Audit Committee held 8 meetings during the year ended December 31, 2018, including meeting regularly with the Company’s auditor, both privately and with representatives of the Company’s management present. The Company’s Audit Committee currently consists of the following members: Benjamin Yi, Remo Mancini, and Jason Les. Mr. Yi serves as Chairman of the Audit Committee.

REPORT OF THE AUDIT COMMITTEE

The following Report of our Audit Committee does not constitute soliciting material and this Report should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this Report by reference therein.

The role of the Audit Committee is, among other things, to assist the Board in its oversight of:

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The integrity of Riot’s financial statements;

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Riot’s compliance with relevant legal and regulatory requirements;

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Riot’s internal controls over financial reporting;

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The qualifications and independence of Riot’s independent registered public accounting firm; and

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The performance of Riot’s internal audit functions and that of its independent registered public accounting firm.

The Board has determined that, in its business judgment, all members of the Audit Committee are independent within the meaning of the Nasdaq Market Rules, the Sarbanes-Oxley Act of 2002 and related rules of the SEC.

Riot’s management is responsible for the preparation, presentation and integrity of Riot’s financial statements and the effectiveness of Riot’s system of internal control over financial reporting and disclosure controls and procedures. Management is responsible for maintaining and evaluating appropriate accounting and financial reporting practices and internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Riot’s independent registered public accounting firm for the fiscal year ending December 31, 2019, Marcum, LLP (“Marcum”), which performed the audit of the Company’s financial statements included in the Annual Report for the fiscal year ended December 31, 2018 is responsible for auditing Riot’s consolidated financial statements and expressing an opinion as to whether such financial statements are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States. Marcum also is responsible for auditing the effectiveness of Riot’s internal control over financial reporting.  The Audit Committee has met and held discussions with management and Marcum. The Audit Committee discussed with Management and Marcum the overall scope of, and plans for, their respective audits and the identification of audit risks. The Audit Committee also met with Marcum and Riot’s Chief Financial Officer (Principal Accounting Officer), with and without management present, to discuss the results of their respective examinations, the reasonableness of significant judgments, the evaluations of Riot’s internal control over financial reporting and the overall quality of Riot’s financial reporting. Management has represented to the Audit Committee2021. Although our Bylaws do not require that Riot’s consolidated financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles.

In the performance of its oversight function, the Audit Committee has:

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Reviewed and discussed with management and Marcum Riot’s internal controls over financial reporting, including a review of management’s report on its assessment and Marcum’s audit of the effectiveness of Riot’s internal controls over financial reporting and any significant deficiencies or material weaknesses identified by such audit;

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Considered, reviewed and discussed the audited financial statements with management and Marcum, including a discussion of the quality of the accounting principles, the reasonableness thereof, significant adjustments, if any, and the clarity of disclosures in the financial statements, as well as critical accounting policies and other financial accounting and reporting principles and practices;

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Discussed with Marcum the matters required to be discussed under the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees, and No. 2410, Related Parties;

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Received, reviewed and discussed the written disclosures and the letter from Marcum required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum’s communications with the Audit Committee concerning independence, and has discussed with Marcum its independence; and

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Reviewed the services provided by Marcum other than its audit services and considered whether the provision of such other services by Marcum is compatible with maintaining its independence, discussed with Marcum its independence, and concluded that Marcum is independent from Riot and its management.

In reliance on the reports, reviews and discussions described in this Report, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in Riot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended on Form 10-K/A, for filing with the SEC.  The Audit Committee also has appointed, and has requested stockholder ratification ofour stockholders approve the appointment of Marcum as Riot’sour independent registered public accounting firm, for the fiscal year ending December 31, 2019.

Compensation Committee

The Compensation Committee is responsiblesubmitting the selection of Marcum LLP to our stockholders for among other things:

A more detailed descriptionratification as a matter of good corporate practice. If our Compensation Committee’s purposes and responsibilities is contained within its charter, which is available at our website at:www.riotblockchain.com/governance-docs.

When evaluatingstockholders vote against the compensationratification of our executive officers,Marcum LLP, the Compensation Committee evaluates factors including the executive’s responsibilities, experience and the competitive marketplace.  The Compensation Committee may also invite the senior executives and other members of management to participate in their deliberations, or to provide information to the Compensation Committee for its consideration with respect to such deliberations, except that the Chief Executive Officer may not be present for the deliberation of or the voting on compensation for the Chief Executive Officer.  The Chief Executive Officer may, however, be present for the deliberation of or the voting on compensation for any other officer.

The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee in its sole discretion deems appropriate. The Compensation Committee did not retain any such advisor for 2018; however, the Compensation Committee retained Meridian Consultants in connection with the preparation of the new Riot Blockchain, Inc. 2019 Equity Compensation Plan. The Compensation Committee held 3 meetings during the year ended December 31, 2018. The Company’s Compensation Committee currently consists of the following members: Jason Les, Benjamin Yi, and Remo Mancini. Mr. Les serves as Chairman of the Compensation Committee. The Board has affirmatively determined that each member of the Compensation Committee meets the additional independence criteria applicable to compensation committee members under the Nasdaq Market Rules and the applicable SEC rules.

Nominating and Governance Committee

The Nominating and Governance Committee, among other things, is responsible for:

A more detailed description of our Nominating and Governance Committee’s purposes and responsibilities is contained within its charter, which is available at our website at:www.riotblockchain.com/governance-docs.

The Nominating and Governance Committee held 2 meetings during the year ended December 31, 2018. The Company’s Nominating and Governance Committee currently consists of the following members: Remo Mancini, Benjamin Yi, and Jason Les. Mr. Mancini serves as Chairman of the Nominating and Governance Committee.

Consideration of Director Nominees

As specified in our Corporate Governance Guidelines, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Nominating and Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria reflected in the Corporate Governance Guidelines. The Nominating and Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.

The Nominating and GovernanceAudit Committee will consider director candidates recommended by stockholders, andthis in its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, our management, or third parties.

Corporate Governance Matters

Our principal accountant (through its full-time employees) performed all work regarding the audit of our registration statements. Audit related services rendered by Marcum, LLP, MNP LLP, and EisnerAmper, LLP, for the financial statements for the most recently completed fiscal year ended December 31, 2018 totaled $4,000, $67,000, and $3,000, respectively. Audit related services rendered by EisnerAmper, LLP, and Crowe, LLP, for the financial statements for the fiscal year ended December 31, 2017 totaled $25,000 and $15,000, respectively.year.

(3)

Total auditor-related fees incurred by the Company increased significantly for the audit of the Company’s financial statements for the fiscal year ended December 31, 2018, as compared to the audit fees the Company incurred for the audit of its financial statements for the fiscal year ended December 31, 2017, due to increased audit fees incurred in connection with the performance of additional audit procedures associated with the adoption of new accounting standards for the recognition of income from cryptocurrency production, impairment accounting for our cryptocurrency assets, and our debt offering, as well as from compliance with the material weakness in our internal controls over financial reporting identified by Marcum, LLP.

Audit fees in 2018 and 2017 relate to the financial statement audits, the quarterly reviews and also include assistance with the filing of Forms 10-K, 10-K/A, and 10-Q, as well as with filing registration statements, and proxies.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Consistent with SEC policiesAll of the services performed in the years ended December 31, 2020 and guidelines regarding audit independence,December 31, 2019 were pre-approved by the Audit CommitteeCommittee. It isresponsible for the pre-approval ofAudit Committee’s policy to pre-approve all audit and permissible non-audit services to be provided to us by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants.the independent registered public accounting firm. Our Audit Committee pre-approves these services by category and service. OurIn addition, the Audit Committee has pre-approved allconsidered whether the provision of the non-audit services provided by our principal accountants.above is compatible with maintaining the independent registered public accounting firm’s independents.

No Appraisal Rights

Under theNevada Revised Statutes, our stockholders are not entitled to appraisal rights with respect to our proposed ratification of the appointment of Marcum LLP as our independent registered public accounting firm, and we will not independently provide our stockholders with any such rights.

Vote Required

The affirmative vote of a majority of the votes cast for this proposal is required to ratify the appointment of the Company’s independent registered public accounting firm. Abstentions will be counted towards the tabulation of votes cast on this proposal but will have no effect on the outcome of the vote on this proposal. Brokerage firms have authority to vote customers’ unvoted Sharesshares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to appoint the Company’s independent accountant.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 2

2:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL NO. 3

“SAY-ON-PAY”

APPROVAL, ON AN ADVISORY VOTE TO APPROVEBASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires the Company’s stockholders have the opportunityPursuant to cast a non-binding advisory vote regarding the approvalSchedule 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the compensation of our “named executed officers” as disclosed in this Proxy Statement ofunder the Company’sheading “Executive Compensation” beginning on page 25 below. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to weigh in on our named executive officers who are named in the Summary Compensation Table (the “named executive officers”).officers’ compensation as a whole. The Company has disclosed the compensation of the named executive officers pursuant to rules adopted by the SEC.

We believe that our compensation policies for the named executive officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company’sstockholders. This advisory stockholders vote commonly referred to as a “say-on-pay vote,” gives you, as a stockholder, the opportunity, on a purely advisory basis, to approve or not approve the compensation of the named executive officers that is disclosed in this Proxy Statement by voting “FOR” or “AGAINST” the following resolution (or by choosing to “ABSTAIN” with respect to the resolution):

RESOLVED, that the stockholders of the Company approve all of the compensation of the Company’s executive officers who are named in the Summary Compensation Table of the Company’s 20192021 Proxy Statement, as such compensation is disclosed in the Company’s 20192021 Proxy Statement pursuant toItem402 of Regulation S-K, which disclosure includes the Proxy Statement’s Summary Compensation Table and other executive compensation tables and related narrative disclosures.

Because your vote is advisory, it will not be binding on either the Board of Directors or the Company. However,theCompany’s Compensation and Human Resources Committee will take into account the outcome of the stockholder vote on this proposal at the Annual Meeting when considering future executive compensation arrangements. Your non-binding advisory votes described in this Proposal No. 3 will not be construed: (1) as overruling any decision by the Board of Directors, any Board Committee or the Company relating to the compensation of the named executive officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the Board of Directors, any Board Committee or the Company.

Vote Required

The advisory vote to approve the compensation of our executive officers will be approved if the majority of the votes cast on this proposal are cast “FOR” the proposal. Abstentions and broker non-votes will be counted as votes present for quorum purposes but will not be counted as either votes cast for or against this proposal. While the results of this advisory vote are non-binding, the Compensation and Human Resources Committee of the Board and the Board values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, indecidingwhether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for executive officers.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 3

3:

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTED OFFICER,EXECUTIVE OFFICERS, AS STATED IN THE ABOVE NON-BINDING RESOLUTION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES

ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

Under Section 951 of the Dodd-Frank Act, as set forth in Section 14A of the Securities Exchange Act of 1934, as amended, the Company is required at least once every six (6) years to provide its stockholders with an opportunity to vote, on an advisory, non-binding basis, as to the frequency with which the Company should conduct future advisory votes on the compensation of the Company’s named executive officers as disclosed in its annual meeting Proxy Statement. The last such “say-on-frequency” vote by the stockholders occurred at the 2013 annual meeting of stockholders; therefore, a say-on-frequency vote will be held at the Annual Meeting.

The Board of Directors believes that an advisory “Say-On-Pay” vote on executive compensation should be held every year so that stockholders may regularly express their views on our executive compensation program. This Proposal No. 4 gives the Company’s stockholders the opportunity to express their views about the frequency of say-on-pay votes.

This vote will be non-binding on the Board of Directors and may not be construed as overruling any decision by the Board of Directors or as creating or implying any change to the fiduciary duties of the Board.  The Compensation Committee and the Board may, however, take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

Vote Required

Stockholders can choose one of four choices for this Proposal No. 4 on the proxy card: “EVERY YEAR,” “EVERY TWO YEARS,”“EVERY THREE YEARS” or “ABSTAIN.” The frequency of any future non-binding, advisory votes to approve the compensation of our named executive officers will be determined by a plurality vote; therefore, the particular frequency receiving the greatest number of votes in its favor will be deemed the preference of our stockholders. Brokerage firms do not have authority to vote customers’ unvoted Shares held by the firms in street name for the election of directors. As a result, any Shares not voted by a beneficial owner will be treated as a broker non-vote. Broker non-votes and abstentions will be counted as votes present for quorum purposes, but will not be counted as votes cast and will have no effect on the outcome of the vote.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 4

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF “EVERY YEAR” AS THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTED OFFICER AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL NO. 5

APPROVAL OF THE NEWSECOND AMENDMENT

TO THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN

Introduction

At the Annual Meeting,We are proposing that our stockholders will be asked to approve the newSecond Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended (the “new“Second Amendment to the 2019 Equity Plan”).

to increase the number of shares of our common stock, no par value per share, reserved for issuance under the 2019 Equity Plan by 4,400,000 shares. If our stockholders approve the Second Amendment to the 2019 Equity Plan, it will become effective on the date of such stockholder approval. If our stockholders do not approve the Second Amendment to the 2019 Equity Plan, we will only grant awards under the 2019 Equity Plan until the shares available for issuance thereunder are exhausted.

On the recommendation of our Compensation and Human Resources Committee, our Board unanimously approved the newSecond Amendment to the 2019 Equity Plan on July 23, 2019,September 14, 2021, subject to its approval by our stockholders at the Annual Meeting. The newSecond Amendment to the 2019 Equity Plan is intended to replacesupplement the 2019 Equity Plan by increasing the number of shares available for issuance under the 2019 Equity Plan to our existing equity incentivenon-employee independent directors, officers, employees, personnel, and other eligible plan the Riot Blockchain, Inc. 2017 Equity Incentive Plan, as amended (the “2017 Equity Plan”), which our stockholders approved in 2017 and is our only plan pursuant to which Shares may be issued in respect of equity compensation.participants. A summary of the newSecond Amendment to the 2019 Equity Plan appears below under the heading “Summary Description of the NewSecond Amendment to the 2019 Equity Plan” and a copy of the newSecond Amendment to the 2019 Equity Plan is attached as Appendix A to this Proxy Statement. Our