Cathedra Bitcoin Inc., a diversified bitcoin mining company, is pleased to announce the Company expects to settle a portion of the outstanding principal amount of Debentures (as defined below) equal to up to C$10,946,706 (the “Settlement Amount”) into up to 98,264,870 common shares of the Company (the “Shares”). The Shares will be issued at a deemed price of C$0.1114 per Share. The debt is payable to certain debenture holders (the “Debenture Holders”) in respect of 3.5% senior secured convertible debentures of the Company due November 11, 2024 (the “Maturity Date”) originally issued to the debenture holders on November 11, 2021 (the “Debentures”). The aggregate principal amount outstanding of the Debentures as of the date hereof is C$19,810,390. Prior to the settlement of the Settlement Amount into Shares (the “Debt Settlement”), the Company expects to repay C$2,000,000 to retire C$3,333,333 of the outstanding principal amount of the Debentures (the “Debt Repayment”), such that the aggregate principal amount outstanding of the Debentures prior to the Debt Settlement is expected to be C$16,477,057.
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The Company also announces that it intends to amend the Maturity Date (the “Amendment”) of the Debentures which remain outstanding following the completion of the Debt Settlement to November 11, 2025 (the “Amended Maturity Date”).
The Company and the Debenture Holders entered into a binding term sheet dated November 20, 2023, with respect to the Debt Settlement and Amendment. The Debt Settlement and the Amendment are subject to completion of definitive documentation. The Company expects that the proposed Debt Settlement will optimize its capital structure, assist it in preserving cash for working capital and prepare the Company to refocus on profitable growth. The board of directors of the Company has reviewed the Debt Settlement and believes it is in the best interests of shareholders. The remaining outstanding principal amount of the Debentures following the Debt Settlement and Debt Repayment will continue to bear interest at a rate of 3.5% per annum, payable quarterly in arrears on the last day of March, June, September and December of each year until the Amended Maturity Date.
All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day hold period from the closing date of the Debt Settlement. The Debt Settlement and the Amendment are subject to the receipt of regulatory approvals, including the approval of the TSXV.
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