Cathedra Bitcoin Provides Clarity on Share Consolidation Proposal and Schedules Joint Investor Presentation with Kungsleden Management

Toronto, Ontario–(Newsfile Corp. – June 25, 2024) – Cathedra Bitcoin Inc. (TSXV: CBIT) (OTC Pink: CBTTF) (“Cathedra” or the “Company“), a diversified bitcoin mining company, today provides clarification on a previously announced share consolidation proposal and schedules a joint investor presentation with management of Kungsleden, Inc. (“Kungsleden“), with whom the Company has proposed to merge.

Clarification on Share Consolidation Proposal

The Company wishes to clarify its intentions with respect to a proposed share consolidation mentioned in previous disclosures and which will be voted on at the Company’s upcoming annual and special meeting of shareholders on July 22, 2024 (the “Shareholder Meeting“).

At this time, the Company intends only to consolidate shares in connection with a listing on a major U.S. exchange (the “U.S. Listing“), which it intends to complete before the end of 2024. The exchange in question imposes minimum share price requirements for listed companies, which the Company does not presently satisfy based on the most recent price of its shares on the TSX Venture Exchange. The Company intends only to consolidate shares in connection with the approval of its listing application by a major U.S. exchange, and the U.S. Listing would occur immediately following the consolidation. If the Company does not obtain the U.S. Listing, it does not intend to consolidate its shares. Alternatively, if the Company does satisfy the applicable exchange’s minimum share price requirement at the time the Company receives approval to list, it does not intend to consolidate shares.

Furthermore, if the Company obtains the U.S. Listing, it intends to consolidate its shares at the minimum ratio necessary to comfortably satisfy applicable exchange requirements. At the Shareholder Meeting, the board of directors of the Company is seeking authorization to consolidate shares at a ratio of up to 150:1 in the future. However, this represents a maximum potential consolidation ratio and is significantly more than what the Company anticipates will be necessary at this time.

Management continues to believe that obtaining the U.S. Listing is a key milestone in increasing the Company’s public profile, access to capital, and liquidity, to the benefit of all shareholders. Any U.S. Listing is subject to completion of the Company’s proposed merger with Kungsleden as well as customary regulatory and exchange approvals.

Joint Investor Presentation with Kungsleden Management

The Company will hold a virtual presentation for current and prospective investors on Tuesday, July 9, 2024, at 12:00pm ET (9:00am PT) (the “Investor Presentation“).

CEO AJ Scalia and President and Chairman Drew Armstrong will be joined by of Kungsleden CEO Tom Masiero (together, the “Presenters“), for the presentation. The Presenters will provide an overview of the proposed merger between the Company and Kungsleden (the “Transaction“), discuss the transaction rationale and expected benefits to Cathedra shareholders, and address selected questions from the audience. Please email questions for the Presenters to ir@cathedra.com no later than July 7, 2024, for inclusion in the Q&A session.

Register for the virtual meeting using the below link, and a recording of the meeting will be available on the Company’s website in the future:

https://us06web.zoom.us/webinar/register/WN_MM8H4KT9SEOsdrP_UEiNGw

Recent Media Appearances from Cathedra and Kungsleden Management

Additionally, Mr. Armstrong has appeared in three interviews since the announcement of the Transaction in March, the first two of which also include participation from Mr. Masiero. In these interviews, Mr. Armstrong discusses the state of the bitcoin mining industry, the trend toward high-performance compute for artificial intelligence, the Transaction, and more. Recordings of these interviews can be viewed at the following links:

• March 2024: Drew Armstrong, Marcus Dent, and Tom Masiero on The Mining Pod
• April 2024: Drew Armstrong, Marcus Dent, and Tom Masiero on Digital Wildcatters
• June 2024: Drew Armstrong on The Bitcoin Layer

About Cathedra Bitcoin

Cathedra Bitcoin Inc. (TSXV: CBIT) (OTC Pink: CBTTF) is a Bitcoin company that believes sound money and abundant energy are the keys to human flourishing. The Company has diversified bitcoin mining operations which produce 355 PH/s across two states and four locations in the United States. The Company is focused on managing and expanding its portfolio of hash rate through a diversified approach to site selection and operations, utilizing multiple energy sources across various jurisdictions.

For more information about Cathedra, visit cathedra.com or follow Company news on Twitter at @CathedraBitcoin or on Telegram at @CathedraBitcoin.

Media and Investor Relations Inquiries

Please contact:
AJ Scalia
CEO
ir@cathedra.com

Cautionary Statement

Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains certain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company and Kungsleden, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the Company’s intentions with respect to the proposed consolidation, the Company’s intention to list on a U.S. stock exchange, the proposed timing of the U.S. Listing and the consolidation, that the Company intends only to consolidate shares in connection with the approval of its listing application by a major U.S. exchange and that If the Company does not obtain a U.S. Listing, it does not intend to consolidate its shares, that if the Company does satisfy the applicable exchange’s minimum share price requirement at the time the Company receives approval to list, it does not intend to consolidate shares, the consolidation ratio and the intention of the Company to consolidate its shares at the minimum ratio necessary to comfortably satisfy applicable exchange requirements, and that the U.S. listing will increase the Company’s public profile, access to capital, and liquidity, to the benefit of all shareholders.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Cathedra and Kungsleden and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Cathedra’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Cathedra believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the merger with Kungsleden,; the ability to obtain requisite regulatory and third party approvals and the satisfaction of other conditions to the consummation of the merger and the consolidation on the proposed schedule and on the terms and conditions as presently contemplated; the potential impact of the merger on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; changes in market conditions impacting the average revenue per MWh; the risks and uncertainties associated with foreign markets; and the diversion of management time on the merger. Additionally, the forward-looking statements contained herein may be affected by risks and uncertainties in the business of Cathedra and Kungsleden and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Readers should not place undue reliance on forward-looking information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/214345