Kungsleden, Inc. agreed to acquire Cathedra Bitcoin Inc. (TSXV:CBIT) for CAD 0.817 million in a reverse merger transaction on March 6, 2024. The Share Exchange Agreement provides that all issued and outstanding common shares of Kungsleden will be exchanged for Multiple voting shares of Cathedra (the ?Multiple Voting Shares?), with each common share of Kungsleden being exchanged for approximately 8.17 Multiple Voting Shares of Cathedra (the ?Exchange Ratio?), such that the total consideration payable in connection with the Transaction is expected to be approximately 8,170,189 Multiple Voting Shares, which will be convertible into 817,018,900 Subordinate Voting Shares (as defined below). The Multiple Voting Shares are expected to be created pursuant to the Share Structure Alteration (as defined hereinafter), subject to approval by the shareholders of Cathedra, which approval will be sought at a shareholder meeting to be held prior to completion of the Transaction. Immediately following completion of the Transaction, it is expected that Cathedra shareholders will own approximately 22.5% of the stock of the Resulting Issuer, with Kungsleden shareholders owning approximately 77.5%. Based on the 5-day VWAP for the Cathedra shares on the TSX Venture Exchange (the ?TSX-V?) as of the last trading day prior to the date of this announcement, the aggregate consideration implies a combined market capitalization of approximately C$106.2 million. Closing of the Transaction is expected occur in the second quarter of 2024. Following completion of the Transaction, the shares of the Resulting Issuer will continue to trade on the TSX-V under the ticker ?CBIT? and on the OTCQB Venture Market under the ticker ?CBTTF.? Pursuant to the Share Exchange Agreement, Cathedra and Kungsleden have agreed that the Transaction is subject to certain conditions precedent, including, but not limited to: obtaining the required shareholder approvals (as further discussed below); Cathedra having obtained the required exemption from, or waiver of, the TSX-V sponsorship requirements; obtaining any applicable regulatory approvals; TSX-V approval and any third-party consents required for the Transaction; and other customary conditions for transactions of this nature. The Transaction constitutes an Arms-Length Transaction, within the meaning of that term in the policies of the TSX-V. Trading of Cathedra?s common shares have been halted in connection with the announcement of the Transaction and will remain halted pending the review of acceptable documentation with respect to the Transaction pursuant to the policies of the TSX-V. As at the date of this press release, Cathedra has the following securities issued and outstanding: 237,199,034 common shares; 3,605,364 stock options, each exercisable to acquire one common share, at a weighted-average exercise price of $0.50 per common share; 3,342,550 restricted share units; 50,257,200 warrants, each exercisable to acquire one common share, at a weighted-average exercise price of $0.95 per common share; and 887,682 broker warrants, each exercisable to acquire one common share, at a weighted-average exercise price of $0.63 per common share. As at the date this press release, Kungsleden has 1,000,000 common shares outstanding and there are no outstanding securities of Kungsleden that are convertible, exchangeable, or redeemable into common shares of Kungsleden.
Antonin Scalia is the current Chief Executive Officer of the Corporation and Thomas Armstrong is the current President and Chief Operating Officer. Both Mr. Scalia and Mr. Armstrong will continue in their current roles. Inar Kamaletdinov is expected to be onboarded as the Chief Financial Officer of the Resulting Issuer.