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Cathedra Bitcoin Receives Conditional Approval from the TSX-V for Kungsleden Merger

Cathedra has secured conditional approval from the TSX-V for its previously announced merger with...

articleCathedra Bitcoin IncJune 18, 20244/company/cathedra-bitcoin-inc/news/cathedra-bitcoin-receives-conditional-approval-from-the-tsx-v-for-kungsleden-merger
Cathedra Bitcoin Receives Conditional Approval from the TSX-V for Kungsleden Merger

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[{"type":"text","content":"Cathedra Bitcoin Receives Conditional Approval from the TSX-V for Kungsleden MergerCathedra has secured conditional approval from the TSX-V for its previously announced merger with Kungsleden, Inc., a developer and operator of alternative high-density compute infrastructureThe original share exchange agreement has been amended, increasing Cathedra's ownership in the pro forma company from 22.5% to 27.5%, implying a C$19.2 million reduction in total consideration paid to Kungsleden shareholders in the mergerA meeting of Cathedra shareholders to approve the merger is scheduled for July 22, 2024, with closing expected shortly thereafter, at which time Cathedra's shares will resume trading on the TSX-VCathedra has also resumed the process of listing its shares on a major U.S. stock exchange, with completion expected in the second half of 2024Toronto, Ontario--(Newsfile Corp. - June 18, 2024) - (Block Height: 848,520) - Cathedra Bitcoin Inc. (TSXV: CBIT) (OTC Pink: CBTTF) (\"Cathedra\" or the \"Company\"), a diversified bitcoin mining company, is pleased to announce the following updates on its proposed merger with Kungsleden, Inc. (the \"Transaction\"), a developer and operator of alternative high-density compute infrastructure.Kungsleden Merger UpdateOn March 6, 2024, the Company entered into a binding share exchange agreement (the \"Share Exchange Agreement\") with Kungsleden, Inc. (\"Kungsleden\"), and Kungsleden's shareholders (the \"Vendors\", and together with the Company and Kungsleden, the \"Parties\") with respect to the Transaction. The Transaction has been conditionally approved by the TSX Venture Exchange (the \"TSX-V\").Amending Agreement and Pro Forma Ownership UpdatePursuant to an amending agreement dated June 18 , 2024 (the \"Amending Agreement\"), the Parties have agreed to amend the Share Exchange Agreement to modify the pro forma ownership of Cathedra, as it exists on closing (the \"Resulting Issuer\"), such that the Vendors will own (on a non-diluted basis) approximately 72.5% of the equity of the Resulting Issuer and existing Cathedra shareholders will own the remaining 27.5% of the equity of the Resulting Issuer. The pro forma equity ownership of the Resulting Issuer originally contemplated in the Share Exchange Agreement was 77.5% and 22.5% for the Vendors and the Cathedra shareholders, respectively. The Parti...

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