Cathedra Bitcoin Announces Operations and Corporate Updates and Repricing of Warrants

Toronto, Ontario–(Newsfile Corp. – August 19, 2024) – (Block Height: 857,523) – Cathedra Bitcoin Inc. (TSXV: CBIT) (“Cathedra” or the “Company“), a developer and operator of high-density compute infrastructure across North America, is pleased to provide the following updates:

Operations Update

Tennessee Operations

On August 22, 2024, the Company expects to conclude a hosting arrangement with a third-party operator in Tennessee pursuant to the terms of the hosting agreement. Upon conclusion of the agreement, the Company intends to relocate approximately 1,129 of its Bitmain S19J Pro machines from the operator’s site in Tennessee to a data center owned and operated by the Company in Tennessee. The move is expected to reduce the Company’s effective cash operating cost for these machines by approximately 31%, from US$72.50 per megawatt hour to approximately US$50.00 per megawatt hour.

North Dakota Operations

After encountering supply chain delays, the Company expects to complete final installation of its 60-megawatt North Dakota bitcoin mining data center in September 2024. 10 of the total 60 megawatts of capacity has been energized and producing revenue since June, with the remaining 50 megawatts expected to come online between now and the end of September 2024. Through a wholly owned subsidiary, Cathedra owns a 25% stake in the 60-megawatt project, equivalent to 15 megawatts of owned capacity.

Recent Conference Appearances

In July, Cathedra leadership participated in Bitcoin 2024 in Nashville, Tennessee, the largest Bitcoin conference in the world:

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  Board Director Tom Masiero spoke on a panel about diversification in bitcoin mining. A recording of the conversation can be watched here.

• President, COO, and Board Director Drew Armstrong appeared on a panel to discuss public versus private bitcoin mining companies. A recording of the conversation can be watched here.

Repricing of Warrants

The Company also announces that it intends to reduce the exercise price of an aggregate of 36,819,700 outstanding subordinate voting share purchase warrants of the Company (the “Warrants“). 14,794,700 Warrants were issued in connection with a bought deal that closed on March 26, 2021 (the “Bought Deal Warrants“), 16,025,000 Warrants were issued in connection with an offering of convertible debenture units that closed on November 11, 2021 (the “Debenture Warrants“), and 6,000,000 Warrants were issued in connection with private placement of units that closed on June 9, 2022 (the “Unit Warrants“).

The Company intends to reduce the exercise price of the Warrants to C$0.12 and amend the Warrants to include an acceleration provision (the “Amendments“). The Bought Deal Warrants have an original exercise price of C$0.82 and expire on March 26, 2026, and the Debenture Warrants have an original exercise price of C$0.95 and expire on November 11, 2026. The Unit Warrants expire on June 9, 2027, and have various exercise prices, as follows: 1,200,000 Unit Warrants have an original exercise price of C$0.56; 1,200,000 Unit Warrants have an original exercise price of C$0.79; 1,200,000 Unit Warrants have an original exercise price of C$1.04; 1,200,000 Unit Warrants have an original exercise price of C$1.29; and 1,200,000 Unit Warrants have an original exercise price of C$1.54. The expiry date of the Warrants will not be amended.

The Company believes that the repricing of the Warrants will increase the likelihood that the Warrants will be exercised, providing the Company with proceeds that can be used to acquire additional bitcoin, develop and/or purchase data centers, and/or for working capital and general corporate purposes. Additionally, the Company believes that these amendments to the Warrants, which are currently “out of the money” by a significant margin, present only potential upside to holders of Warrants at no additional cost to such holders. As of the date of this news release, no Warrants have been exercised and no insiders of the Company hold or control the Warrants.

The Warrants will also be amended to include a mandatory acceleration provision as required under the policies of the TSX Venture Exchange (the “TSXV“). The acceleration provisions will provide that, if for any 10 consecutive trading days (the “Premium Trading Days“) following the effective date of the Amendments, the closing price of the Company’s subordinate voting shares (the “Shares“) on the TSXV exceeds C$0.15, being 25% or more of the amended exercise price of the Warrants, the amended Warrants’ expiry date will be accelerated such that holders will have 30 calendar days to exercise the Warrants (if they have not first expired in the normal course). The Company will announce any acceleration of the expiry date by press release and the 30-day period will commence seven days after the last Premium Trading Day. The terms of the Warrants will remain otherwise unchanged.

The Amendments are subject to approval by both the TSXV and the holders of Warrants. All of the holders of the Debenture Warrants and Unit Warrants must consent to the Amendments for their respective Warrants. The Bought Deal Warrants were issued under a warrant indenture dated March 26, 2021, and in accordance with the terms thereof, the Company must receive the consent of holders of Bought Deal Warrants representing 66 2/3% of the outstanding Bought Deal Warrants to enter into a supplemental warrant indenture to effect the Amendments with respect to the Bought Deal Warrants. The Company is seeking the written approval of the holders of the requisite number of Warrants for the Amendments. The Company intends to issue an updated news release upon receipt, if any, of the approval of the Amendments.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Cathedra Bitcoin

Cathedra Bitcoin Inc. develops and operates high-density compute infrastructure across North America. The Company hosts bitcoin mining clients across its portfolio of three data centers (30 megawatts total) in Tennessee and Kentucky. Additionally, Cathedra is a 25% partner in a joint venture that is developing a 60-megawatt data center in North Dakota which will also host bitcoin miners upon its expected completion in Q3 2024. Cathedra also operates a fleet of proprietary bitcoin mining machines at its own and third-party data centers, producing approximately 400 PH/s of hash rate. The Company is focused on expanding its portfolio of data center infrastructure for high-density compute applications including bitcoin mining and artificial intelligence. Cathedra is headquartered in Vancouver and its shares trade on the TSX Venture Exchange under the symbol CBIT.

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

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, are forward-looking information. Forward-looking information contained in this news release includes but is not limited to information concerning: the Company’s intention to reduce the exercise price of the Warrant, the inclusion of an acceleration provision for the Warrants, the Company’s beliefs with respect to the proposed Amendments, the receipt of consent of warrantholders, the intention to relocate approximately 1,129 of its Bitmain S19J Pro machines to a data center owned and operated by the Company in Tennessee and the expectation that such relocation will reduce the Company’s effective cash operating cost for such machines by approximately 31%, from US$72.50 per megawatt hour to approximately US$50.00 per megawatt hour, the expected completion of the Company’s 60-megawatt North Dakota bitcoin mining data center in September 2024, and the Company’s belief that the repricing of the Warrants will increase the likelihood that the Warrants will be exercised, providing the Company with proceeds that can be used to acquire additional bitcoin, develop and/or purchase new data centers, and/or for working capital and general corporate purposes.. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made. The Company has also assumed that no significant events occur outside of its normal course of business.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Cathedra 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 potential impact of the announcement of the completion of the Transaction 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, and the risks and uncertainties associated with foreign markets. Additionally, the forward-looking statements contained herein may be affected by risks and uncertainties in the business of Cathedra and general market conditions. Please see the Company’s management information circular dated June 18, 2024 which is available for view the Company’s SEDAR+ profile on www.sedarplus.ca. 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/220493