Cathedra Bitcoin Announces Closing of CA$6,450,000 No-Broker Investment from Kingsway Capital and Ten31

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TORONTO–(BUSINESS WIRE)–Cathedra Bitcoin Inc. (TSX-V: CBIT; OTCQX: CBTTF) (“Cathedral”), a bitcoin company that develops and operates world-class bitcoin mining infrastructure, is pleased to announce that it has closed its previously announced brokerless private placement offering (the “Offer”) with Kingsway Capital and Ten31 Venture Capital (“Dix31”) consisting of the sale of 17,916,667 units (“Units”) at a purchase price of CA$0.36 per unit, for gross proceeds of CA$6,450,000. The Company received CA$6,429,563 in gross proceeds from the sale of 17,859,898 Units, with the balance gross proceeds of CA$20,437 from the sale of 56,769 Units, held in escrow until the TSX Growth (the “TSXV”) discharges the personal information forms of the control persons of Ten31, who, upon completion of the offering, and subject to the approval of the personal information forms by the TSXV, have become insiders of the Company.

Each Unit consists of one ordinary share of the Company (a “Share”) and three quarters of one (0.75) common share purchase warrant (each whole warrant, one “To guarantee”). Each warrant entitles its holder to acquire one (1) common share (a “Warrant action”) for a period of five (5) years following the closing date. Holders of Warrants are not entitled to exercise any number of Warrants which will result in their holding a number of Shares equal to or greater than 10% of the then issued and outstanding Shares. A total of up to 13,437,500 Warrants underlie the Units with the following exercise prices per Warrant Share:

  • 2,867,500 warrants at an exercise price of C$0.54 per warrant share

  • 2,867,500 warrants at an exercise price of C$0.79 per warrant share

  • 2,867,500 warrants at an exercise price of C$1.04 per warrant share

  • 2,867,500 warrants at an exercise price of C$1.29 per warrant share

  • 2,867,500 warrants at an exercise price of C$1.54 per warrant share

The Company intends to use the proceeds of the Offering for general corporate purposes and working capital.

The Units have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Units may not be offered or sold in the United States absent registration or an applicable exemption from these registration requirements.

The placement is subject to final approval by the TSXV. The securities issued under the Offer are subject to a statutory hold period of four months and one day.

Transaction with a related party

Following the completion of the Offer, Ten31 became an “insider” of the Company. The acquisition of 625,000 Units comprising 10,750,000 Shares and 8,062,500 Warrants by Ten31 pursuant to the Offer is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Holders minority shares during special operations (“MI 61-101The Company is relying on the exemption from minority shareholder approval requirements under Sections 5.5(b) and 5.7(a) of NI 61-101, as the Company’s securities are not listed on exchanges listed and the fair market value of the participation in the Offer by Ten31 does not exceed 25% of the market capitalization of the Company, as determined in accordance with NI 61-101.

Early warning report

Immediately prior to the placement, Ten31 held directly and indirectly no shares or warrants, representing 0.0% of the 89,122,684 shares then issued and outstanding on a partially diluted basis. After the Offering, Ten31 held 10,750,000 Shares and 8,062,500 Warrants, representing approximately 10.0% of the total number of issued and outstanding Shares on a non-diluted basis and approximately 16.3% of the total number of ‘Shares issued and outstanding on a partially diluted basis. The Shares were acquired by Ten31 for investment purposes, and depending on market and other conditions, Ten31 may from time to time in the future increase or decrease its ownership, control or direction over the securities of the Company, through market transactions, private agreements or otherwise. For the purposes of this notice, Ten31’s address is 6463 Woodland Springs Dr, Newburgh, IN 47630.

In compliance with the requirements of National Instrument 62-104 – Takeover Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Issues Related to Takeover Bids and Insider Reportingan alert statement regarding acquisitions of units by Ten31 will be filed under the Company’s SEDAR profile at www.sedar.com.

About Cathedra Bitcoin

Cathedra Bitcoin Inc. (TSX-V: CBIT; OTCQX: CBTTF) is a bitcoin company that develops and operates a world-class bitcoin mining infrastructure.

Cathedra believes that sound money and abundant energy are fundamental ingredients for human progress and is committed to advancing both by working closely with the energy industry to secure the Bitcoin network. Today, Cathedra has 187 PH/s at various locations in the United States and plans to deploy an additional 538 PH/s in 2022. After full deployment of its purchased machines, Cathedra’s hash rate is expected to total 725 PH/s . The Company is focused on expanding its hash rate portfolio through a diversified approach to site selection and operations, using multiple power sources in various jurisdictions.

For more information on Cathedra, visit cathedra.com or follow the company’s news on Twitter at @CathedraBitcoin or on Telegram at @CathedraBitcoin.

Caution

Trading in the Company’s securities should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved of 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 press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that is based on expectations, estimates and projections as of the date of this press release. The information contained in this press release on the future plans and objectives of the Company is forward-looking information. Other forward-looking information includes, but is not limited to, information regarding: the planned deployment of additional miners, senior management’s intentions and future actions, the Company’s intentions, plans and future actions, and the Company’s ability to successfully mine digital currency; revenues are growing as currently expected; the ability to profitably liquidate current and future digital currency inventory; volatility of network difficulties and digital currency prices and the resulting material adverse impact on the Company’s operations; building and operating an extensive blockchain infrastructure as currently planned; and the cryptocurrency regulatory environment in applicable jurisdictions.

Any statement involving discussion of predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using phrases such as “expects “, or “does not expect”, “is expected”, “expects” or “does not anticipate”, “plans”, “budget”, “planned”, “expects”, “estimates”, “believes ” or “intends” or variations of these words and expressions or indicating that certain actions, events or results “might” or “could”, “would”, “might” or “would” be expected to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify -research information.

This forward-looking information is based on reasonable assumptions and estimates made by the Company’s management at the time it was made, and involves known and unknown risks, uncertainties and other factors that may cause results, actual performance or achievements of the Company are materially different from any future results, performance or achievements expressed or implied by such forward-looking information. These factors include, among others: the Company’s ability to achieve its corporate objectives or advance the progress of the Company; risks related to international operations; the Company’s inability to obtain permits, consents or authorizations necessary for its activities; an inability to predict and thwart the effects of COVID-19 on the Company’s business, including, but not limited to, the effects of COVID-19 on capital market conditions, restrictions on labor labor and international travel and supply chains; general market and industry conditions; and risks set forth in the Company’s public filings on SEDAR. The Company has also assumed that no material events occur outside of the normal course of business for the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially, other factors may 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 assumes no obligation to revise or update any forward-looking information other than as required by law.

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