Cathedra Bitcoin Announces Results of Annual General and Special Meeting, Including the Approval of the Proposed Merger with Kungsleden, Inc.

Rhea-AI Summary

Cathedra Bitcoin Inc. (TSXV: CBIT) (OTC Pink: CBTTF) held its Annual General and Special Meeting on July 22, 2024, with 63.90% of outstanding shares represented. Shareholders approved all matters, including the proposed merger with Kungsleden, Inc. Key approvals include:

1. Appointment of SRCO Professional as auditors
2. Setting the number of directors at seven
3. Election of seven directors
4. Approval of the merger with Kungsleden, Inc.
5. Alteration of articles to create a new class of multiple voting shares
6. Authorization for potential share consolidation
7. Approval of the Company's equity-based incentive plan

The Company expects to close the merger soon, subject to TSX Venture Exchange approval, with trading of Cathedra shares to resume shortly after.

Positive

• Shareholders approved the merger with Kungsleden, Inc., potentially strengthening the company's position
• High shareholder participation with 63.90% of outstanding shares represented at the meeting
• All proposed matters received strong approval, with most votes ranging from 86% to 87% in favor
• Authorization for potential share consolidation, which could improve stock marketability

Negative

• The merger and resumption of trading are still subject to TSX Venture Exchange approval, introducing uncertainty
• Creation of a new class of multiple voting shares may dilute voting power of existing common shareholders
• Potential share consolidation could reduce liquidity for smaller investors

Toronto, Ontario--(Newsfile Corp. - July 22, 2024) - (Block Height: 853,440) - Cathedra Bitcoin Inc. (TSXV: CBIT) (OTC Pink: CBTTF) ("Cathedra" or the "Company"), a diversified bitcoin mining company, is pleased to announce the results of its Annual General and Special Meeting of shareholders ("Shareholders") held on July 22, 2024 (the "Meeting").

A total of 151,567,601 common shares of the Company were represented at the Meeting, representing 63.90% of the Company's outstanding common shares as at the record date of May 24, 2024. Shareholders voted in favour of all matters brought before them at the Meeting, including the proposed merger with Kungsleden, Inc. (the "Merger"), which is discussed in detail in the Company's Management Information Circular dated June 18, 2024, that is available on SEDAR+ at www.sedarplus.com.

The Company expects to close the Merger in short order and expects that shares of Cathedra will resume trading shortly thereafter. Closing of the Merger and resumption of trading is subject to the satisfaction of certain conditions, including but not limited to the approval of the TSX Venture Exchange.

The following voting results are based on the total number of votes that were cast at the Meeting:

Appointment of Auditors	For	Withheld	Outcome
Appoint SRCO Professional Corporation as Auditors of the Company for the ensuing year and to authorize Directors to fix their remuneration	132,429,283 (87.37%)	19,138,318 (12.63%)	Carried
Number of Directors	For	Against	Outcome
Set the number of directors at seven (7)	132,568,023 (87.46%)	18,999,578 (12.54%)	Carried
Election of Directors	For	Withheld	Outcome
Elect the following nominees as directors of the Company
Thomas Armstrong	125,167,016 (86.80%)	19,028,721 (13.20%)	Carried
Antonin Scalia	125,149,757 (86.79%)	19,045,980 (13.21%)	Carried
David Jaques	125,166,222 (86.80%)	19,029,515 (13.20%)	Carried
Marcus Dent	125,186,082 (86.82%)	19,009,655 (13.18%)	Carried
Jialin Gavin Qu(1)	124,899,823 (86.62%)	19,295,914 (13.38%)	Carried
Thomas Masiero(1)	124,753,563 (86.52%)	19,442,174 (13.48%)	Carried
Matthew Kita(1)	124,996,482 (86.69%)	19,199,255 (13.31%)	Carried
Approval of Merger with Kungsleden	For	Against	Outcome
Approval of Merger with Kungsleden, Inc.	125,017,427 (86.70%)	19,178,310 (13.30%)	Carried
Alteration to Articles	For	Against	Outcome
Approval of alteration of the Company's articles to re-designate the Company's common shares as subordinate voting shares and create a new class of multiple voting shares.	124,614,146 (86.42%)	19,581,591 (13.58%)	Carried
Approval of Consolidation	For	Against	Outcome
Authorize the directors to consolidate the common shares (as presently constituted or as re-designated) on the basis of one post-consolidation common share for up to 150 pre-consolidation common share (or such lesser ratio as the board of directors of the Company may determine).	131,429,577 (86.71%)	20,138,023 (13.29%)	Carried
Approval of Long-Term Incentive Plan	For	Against	Outcome
Approve the Company's equity-based incentive plan for the ensuing year.	124,855,780 (86.59%)	19,339,957 (13.41%)	Carried

 

About Cathedra Bitcoin

Cathedra Bitcoin Inc. (TSXV: CBIT) (OTCQB: 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.

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" 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. Other forward-looking information includes but is not limited to information concerning the closing of the Merger.

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, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company has also assumed that no significant events occur outside of the proposed Merger. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.

Media and Investor Relations Inquiries

Please contact:
Antonin Scalia
Chief Executive Officer
ir@cathedra.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/217388

FAQ

What was the outcome of Cathedra Bitcoin's (CBTTF) merger proposal with Kungsleden, Inc.?

Shareholders approved the merger with Kungsleden, Inc. at the Annual General and Special Meeting held on July 22, 2024, with 86.70% of votes in favor.

When does Cathedra Bitcoin (CBTTF) expect to close the merger with Kungsleden, Inc.?

The company expects to close the merger in short order, subject to satisfying certain conditions, including approval from the TSX Venture Exchange.

What changes to Cathedra Bitcoin's (CBTTF) share structure were approved at the July 22, 2024 meeting?

Shareholders approved the alteration of articles to re-designate common shares as subordinate voting shares and create a new class of multiple voting shares. They also authorized a potential share consolidation of up to 150:1 ratio.

How many directors were elected to Cathedra Bitcoin's (CBTTF) board at the July 22, 2024 meeting?

Seven directors were elected to Cathedra Bitcoin's board: Thomas Armstrong, Antonin Scalia, David Jaques, Marcus Dent, Jialin Gavin Qu, Thomas Masiero, and Matthew Kita.