Cathedra Bitcoin Inc V.CBIT

Cathedra Bitcoin and Kungsleden Inc. Announce Merger

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March 07, 2024 05:46 PM Eastern Standard Time

TORONTO--(BUSINESS WIRE)--(Block Height: 833,510) – Cathedra Bitcoin Inc. (“Cathedra” or the “Corporation”) (TSX-V: CBIT; OTCQB: CBTTF), a diversified bitcoin mining company, is pleased to announce that it has entered into a binding share exchange agreement (the “Share Exchange Agreement”) dated March 6, 2024, providing for a merger with Kungsleden, Inc. (“Kungsleden”), a developer and operator of alternative high-density compute infrastructure. Pursuant to the Share Exchange Agreement, it is expected that Cathedra will acquire all of the outstanding shares of Kungsleden from Kungsleden shareholders in exchange for Multiple Voting Shares (as defined below) of Cathedra, as more particularly set out below (the “Transaction”). The Transaction will constitute a reverse takeover of Cathedra, such that, upon closing, the former Kungsleden shareholders will own (on a non-diluted basis) approximately 77.5% of the equity of Cathedra as it exists on closing (the “Resulting Issuer”) and Kungsleden will become a wholly owned subsidiary of the Resulting Issuer, with the board of the Resulting Issuer directing the operations of Cathedra and Kungsleden. Upon completion of the Transaction, it is expected that the Resulting Issuer will be a Tier 2 Technology issuer listed on the TSX Venture Exchange (the “TSX-V”).

Cathedra Bitcoin and Kungsleden Inc. Announce Merger to Create an Infrastructure Company for the Digital Economy | Business Wire