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TORONTO, June 23, 2025 (GLOBE NEWSWIRE) — Bitcoin Treasury Corporation (“Bitcoin Treasury” or the “Corporation”), further to its press releases dated May 22, 2025, May 30, 2025, and June 17, 2025, is pleased to announce that it has completed the previously announced amalgamation, pursuant to which 2680083 Alberta Ltd. (“268”) and Bitcoin Treasury Corporation (pre-amalgamated entity) (“BTCT”) have amalgamated and will continue as one corporation, that will carry on the business of BTCT (the “Transaction”). The Corporation is also pleased to announce that a listing application in respect of the Corporation has been submitted to the TSX Venture Exchange (the “TSXV”) to list the common shares of the Corporation (the “Bitcoin Treasury Shares”). Listing of the Bitcoin Treasury Shares is subject to the TSXV providing final approval thereof (the “Listing”).
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Concurrent Financing
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The Corporation is also pleased to announce that, further to its press release dated May 30, 2025 and prior to the close of the Transaction, BTCT closed a concurrent brokered private placement of 8,407,350 equity subscription receipts and 25,000 convertible debenture subscription receipts (the “Convertible Debenture Subscription Receipts”) at a price of $1,000 per Convertible Debenture Subscription Receipt and a non-brokered private placement of 1,166,000 equity subscription receipts (the “Equity Subscription Receipts”) at a price of $10.00 per Equity Subscription Receipt for aggregate gross proceeds of $120,733,500 (collectively, the “Concurrent Financing”). Canaccord Genuity and Stifel acted as co-lead agents, together with National Bank Financial Markets, BMO Capital Markets, CIBC Capital Markets, Wellington-Altus, Greenhill, a Mizuho affiliate, Research Capital, Haywood Securities, ATB Capital Markets, Independent Trading Group, Richardson Wealth and Ventum Capital Markets (collectively, the “Agents”) in connection with the Concurrent Financing.
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Prior to the close of the Transaction, each Equity Subscription Receipt was converted into one common share of BTCT (“BTCT Share”) and each Convertible Debenture Subscription Receipt was converted into one convertible debenture of BTCT (“BTCT Convertible Debenture”) on a one for one basis.
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In connection with the closing of the Concurrent Financing and as consideration for their services, BTCT paid to the Agents cash fees of $5,979,000.
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Share Consolidation
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Immediately prior to the completion of the Transaction, 268 completed a consolidation of the common shares of 268 (“268 Shares”) based on a ratio of one (1) post-consolidation common share for each 51.66712593 pre-consolidation common shares, resulting in an aggregate of 74,999 268 Shares.
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The Transaction
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Pursuant to the amended and restated amalgamation agreement between 268 and BTCT dated June 16, 2025, among other things, (i) 268 and BTCT have amalgamated pursuant to the provisions of the Business Corporations Act (Alberta); (ii) each holder of BTCT Shares received one Bitcoin Treasury Share in exchange for each BTCT Share held by such holder and the BTCT Shares were cancelled by the Corporation; (iii) each holder of BTCT Convertible Debentures or warrants of BTCT (the “BTCT Convertible Securities”) received one convertible debenture in the Corporation or one warrant of the Corporation, as the case may be, in exchange for each BTCT Convertible Security held by such holder and the BTCT Convertible Securities were cancelled by the Corporation; (iv) each holder of 268 Shares received one Bitcoin Treasury Share in exchange for each 268 Share held by such holder and the 268 Shares were cancelled by the Corporation; and (v) the Corporation adopted the equity incentive plan of BTCT.
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