Cathedra Bitcoin Announces Non-Brokered LIFE Offering of C$2.5 Million

Toronto, Ontario--(Newsfile Corp. - September 19, 2024) - (Block Height: 861,930) - Cathedra Bitcoin Inc. (TSXV: CBIT) (OTC Pink: CBTTF) ("Cathedra" or the "Company"), a bitcoin company that develops and operates digital infrastructure assets with the goal of maximizing its per-share bitcoin holdings, is pleased to announce a non-brokered private placement financing (the "LIFE Offering") of 25,000,000 units of the Company (the "Units") at a price of C$0.10 per Unit, for aggregate gross proceeds of C$2,500,000, with an option to upsize the offering by an additional C$2,500,000 (the "Offering") on the same terms.

Offering Details

In the non-brokered Offering, the Company will issue 25,000,000 Units at a price of C$0.10 per Unit, for aggregate gross proceeds of up to C$2,500,000, with an option to upsize the Offering by an additional C$2,500,000 on the same terms. Each Unit will consist of one subordinate voting share in the capital of the company (a "Share") and one Share purchase warrant (each, a "Warrant"). The Warrants shall have an expiry date of five (5) years from the date of issue, and tiered exercise prices such that, of the Warrants underlying the Units subscribed for by each purchaser, 25% shall have an exercise price of C$0.12, 25% shall have an exercise price of C$0.14, 25% shall have an exercise price of C$0.16 and 25% shall have an exercise price of C$0.20.

The Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption (the "LIFE") under Part 5A of National Instrument 45-106 Prospectus Exemptions ("NI 45-106"), in all the provinces of Canada, except Quebec. The Units may also be offered in the United States pursuant to one or more exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and all applicable U.S. as well as outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities or require the Company to be subject to any ongoing disclosure requirements under any domestic securities laws.

There is an offering document related to the Offering that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.cathedra.com. Prospective investors should read this offering document before making an investment decision.

The Company intends to use the net proceeds of the Offering for infrastructure expansion, bitcoin acquisitions and general corporate purposes.

The closing date of the Offering is expected to occur on or about October 9, 2024 (the "Closing Date"), or such later date or dates as the Company may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including conditional approval from the TSX Venture Exchange.

In consideration of the services to be rendered by one or more finders (the "Finders") in connection with the Offering, the Company may pay to a Finder a commission consisting of: (i) a cash fee of 6.0% of the aggregate gross proceeds of the Offering raised from subscribers introduced to the Corporation by such Finder, payable on the Closing Date, and (ii) such number of finders' warrants bearing the same terms as the Warrants, to such Finder as is equal to 6.0% of the number of Units subscriber for by subscribers introduced to the Company by such Finder.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or under any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Background

In July 2024, the Company completed a strategic business combination with privately held data center company, Kungsleden, Inc. (see the press release of the Company dated July 23, 2024, for more information). With a market capitalization of approximately C$86.3 million at time of publication, the combined Company has grown its owned data center capacity at a 127% CAGR since 2022.

Cathedra now owns and operates a 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, with expected completion in the coming weeks. 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.

On September 16, 2024, Company management issued a memo to shareholders establishing a corporate objective of maximizing shareholders' per-share bitcoin holdings. The Company may employ a variety of tactics in pursuit of this objective, including, but not limited to, acquiring more bitcoin with cash flow generated by its data center operations and with the proceeds from the Offering and other securities offerings. The full memo can be read here on the Company's website.

About Cathedra Bitcoin

Cathedra Bitcoin Inc. develops and operates digital infrastructure assets across North America with the goal of maximizing its per-share bitcoin holdings. 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. 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. 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. Other forward-looking information includes but is not limited to information concerning: the future objectives of the Company, the completion of the Offering, the Company's intentions with respect to the use of proceeds of the Offering, the proposed timing of the completion of the Offering, and the receipt of all applicable regulatory approvals for the Offering. 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: 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 on 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

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/223846