Toronto, Ontario--(Newsfile Corp. - May 30, 2025) - 2680083 Alberta Ltd. ("268"), further to its press release dated May 22, 2025 relating to an amalgamation with Bitcoin Treasury Corporation ("BTCT"), which will result in a reverse takeover of 268 by BTCT (the "Transaction"), is pleased to announce that BTCT will undertake a concurrent brokered private placement of subscription receipts and subordinate voting shares (the "Offering"). Canaccord Genuity and Stifel (together, the "Lead Agents"), together with National Bank Financial Markets, BMO Capital Markets, CIBC Capital Markets, Wellington-Altus, Research Capital, Haywood Securities, ATB Capital Markets, Independent Trading Group, Richardson Wealth and Ventum Capital Markets (collectively with the Lead Agents, the "Agents") will support BTCT on a commercially reasonable efforts basis by offering subordinate voting share subscription receipts of BTCT (the "Subordinate Voting Equity Subscription Receipts"), convertible debenture subscription receipts of BTCT (the "Convertible Debenture Subscription Receipts", and together with the Subordinate Voting Equity Subscription Receipts, the "Subscription Receipts") and subordinate voting shares of the Resulting Issuer (the "Offered Resulting Issuer Subordinate Voting Shares"). The Offering is for aggregate gross proceeds of up to C$125,000,000, consisting of up to (i) C$100,000,000 in Subordinate Voting Equity Subscription Receipts or Offered Resulting Issuer Subordinate Voting Shares at a price of C$10.00 per Subordinate Voting Equity Subscription Receipt or Resulting Issuer Subordinate Voting Share, and (ii) C$25,000,000 in Convertible Debenture Subscription Receipts at a price of C$1,000.00 per Convertible Debenture Subscription Receipt. The Offered Resulting Issuer Subordinate Voting Shares will be issued after the Resulting Issuer subordinate voting shares are issued pursuant to the Subordinate Voting Equity Subscription Receipts (the "Resulting Issuer Subordinate Voting Shares") and commence trading on the TSX Venture Exchange (the "TSXV") which shares shall immediately be halted on the Resulting Issuer Subordinate Voting Share Closing Date (as defined below), and will be eligible for investment in RRSPs, RESPs, RRIFs, RDSPs, TFSAs and DPSPs, but will be subject to a statutory hold period of four months plus one day from the Resulting Issuer Subordinate Voting Share Closing Date (as defined below), in accordance with applicable securities legislation.
In this news release, references to the "Resulting Issuer" are to 268 after the closing of the Transaction, which will be the continuing public issuer carrying on the business of BTCT.
We are also pleased to announce that on May 28, 2025, the TSXV provided conditional acceptance of the listing of the Resulting Issuer Subordinate Voting Shares. Listing is subject to fulfilling all of the listing requirements of the TSXV.
The Subscription Receipts will be governed by the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered on the Subscription Receipt Closing Date (as defined below) between 268, BTCT, the Lead Agents, and a mutually agreed upon subscription receipt agent (the "Subscription Receipt Agent"). The terms of the convertible debentures will be finalized in an indenture to be entered into on the Subscription Receipt Closing Date between 268, BTCT and the Lead Agents, and a mutually agreed upon debenture trustee (the "Indenture").
Each Subscription Receipt will entitle the holder, without payment of any additional consideration or further action on the part of the holder, and subject to adjustment in certain events, upon satisfaction of certain escrow release conditions (the "Escrow Release Conditions") in accordance with the terms of the Subscription Receipt Agreement, to receive one subordinate voting share of BTCT or one unsecured convertible debenture of BTCT, as applicable, which will subsequently be exchanged for one Resulting Issuer Subordinate Voting Share or one unsecured convertible debenture of the Resulting Issuer (the "Resulting Issuer Debentures"), respectively, in connection with the completion of the Transaction.
The Resulting Issuer Debentures will mature on the date that is 5 years from the date of issuance. Each Resulting Issuer Debenture will be convertible at the holder's option, at any time prior to the earlier of the business day immediately preceding the maturity date or the business day immediately preceding the date fixed by the Resulting Issuer for redemption, into Resulting Issuer Subordinate Voting Shares at a price of $12.00 per Resulting Issuer Subordinate Voting Share (the "Conversion Price"). The Resulting Issuer Debentures will be senior unsecured (other than in respect of the Collateral described below) obligations of the Resulting Issuer and will rank pari passu with all other series of Resulting Issuer Debentures and all other senior unsecured indebtedness of the Resulting Issuer from time to time outstanding. The Resulting Issuer Debentures will bear an interest rate of 1.0% per annum, payable in cash semi-annually in arrears with the first payment due on the date that is 6 months from the date of issuance.
The Resulting Issuer Debentures will not be redeemable by the Resulting Issuer on or before the date that is three years from the date of issuance. After such time, the Resulting Issuer may, at its option from time to time, redeem the Resulting Issuer Debentures, in whole or in part, at par plus accrued and unpaid interest, provided that the current market price (being the 20 trading day volume weighted average trading price of the Resulting Issuer Subordinate Voting Shares on the TSXV ending on the fifth trading day preceding the date of the event) is not less than 130% of the Conversion Price (as adjusted). The Resulting Issuer Debentures will also have (i) a "put right" on the date that is three years from the date of issuance, pursuant to which holders may force the Resulting Issuer to repurchase the Resulting Issuer Debentures, in whole or in part, at par plus accrued and unpaid interest, and (ii) a collateral obligation, pursuant to which upon the date of issuance, the Resulting Issuer will purchase and hold such amount of Bitcoin equal to 3.0x the amount of the dollar value of the Resulting Issuer Debentures issued, to be held as collateral for the Resulting Issuer Debentures (the "Collateral"). The Collateral will be released pursuant to the terms of the Indenture. There will be no provisions in the Indenture restricting the issuance of additional securities or requiring the holders of Resulting Issuer Debentures to contribute additional capital or to incur additional indebtedness. The Resulting Issuer will have the right, in its sole discretion and subject to regulatory approval, to satisfy its obligations to repay the outstanding principal amount of the Resulting Issuer Debentures upon redemption or at maturity, including all accrued and unpaid interest owing (provided no event of default has occurred and is continuing) by issuing and delivering that number of Resulting Issuer Subordinate Voting Shares obtained by dividing the outstanding principal and/or interest amount by 95% of the current market price of the Resulting Issuer Debentures.
The Agents will receive a cash commission payable by BTCT to the Agents, equal to 5% of the aggregate gross proceeds of the Offering, reduced to 2.5% of the aggregate gross proceeds for investors on a president's list agreed between the Lead Agents and BTCT for up to C$5,000,000 in gross proceeds (the "Agents' Commission").
The net proceeds of the Offering will be released to BTCT on the closing of the Transaction and be used by BTCT to, among other things, acquire Bitcoin, implement systems and procedures required to offer institutional Bitcoin lending services, and to support general corporate purposes following completion of the Transaction. BTCT's institutional lending services are designed to provide liquidity solutions to clients while ensuring the Resulting Issuer maintains financial security and minimizes risk exposure. The Resulting Issuer's lending services will initially be limited to institutional Bitcoin-denominated loans. BTCT has applied to be a Money Services Business registered with FINTRAC. If such registration is obtained, the Resulting Issuer intends to offer institutional-grade Bitcoin liquidity services and expand its Bitcoin lending business.
The closing of the Offering relating to the Subscription Receipts is expected to occur on or about June 20, 2025 (the "Subscription Receipt Closing Date"), and the closing of the Offering relating to the Resulting Issuer Subordinate Voting Shares is expected to occur on or about the week of June 23, 2025 (the "Resulting Issuer Subordinate Voting Share Closing Date"), or such other dates as may be agreed by 268, BTCT and the Lead Agents.
On the Subscription Receipt Closing Date, the gross proceeds of the Subscription Receipts, less 50% of the Agents' Commission and all of the expenses of the Agents incurred to such date (the "Escrowed Proceeds"), will be delivered to and held by the Subscription Receipt Agent and invested in an interest bearing account with a Schedule I Canadian bank until satisfaction of the Escrow Release Conditions or the Escrow Deadline (as defined below) (the "Escrowed Proceeds", and together with all interest and other income earned thereon, referred to as the "Escrowed Funds").
If the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) are not satisfied prior to 45 days from the Subscription Receipt Closing Date, or such later date as may be agreed to by 268, BTCT and the Lead Agents (the "Escrow Deadline"), within three business days following the Escrow Deadline, the Escrowed Funds with accrued interest earned thereon, will be returned to the holders of Subscription Receipts on a pro rata basis. To the extent that the Escrowed Funds are not sufficient to satisfy the subscription price for each Subordinate Voting Equity Subscription Receipt and Convertible Debenture Subscription Receipt, respectively, BTCT will contribute such amounts as are necessary to satisfy any shortfall. Upon satisfaction of the Escrow Release Conditions, the Subscription Receipt Agent shall release from the Escrowed Funds: (i) to the Agents, an amount equal to the balance of the Agents' Commission and all remaining expenses of the Agents not previously paid, and (ii) to the Resulting Issuer, the balance of the remaining Escrowed Funds, all in accordance with the terms of the Subscription Receipt Agreement.
The Subscription Receipts issued in connection with the Offering are subject to a statutory hold period, in accordance with applicable securities legislation.
The securities to be offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
2680083 Alberta Ltd.
James Ward, Chief Executive Officer
Phone: 416-897-2359
Email: james@wardfinancial.ca
Bitcoin Treasury Corporation
Elliot Johnson, Chief Executive Officer
Phone: 416-619-3403
Email: ejohnson@btctreasurycorp.com
Neither 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 news release.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Offering, including with respect to the terms of the securities issued pursuant thereto; expectations regarding the timing of closing of the Offering; expectations related to Bitcoin and its use in the future; and use of proceeds from the Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: satisfaction or waiver of all applicable conditions to the completion of the Transaction (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses); ability to close the Offering on the proposed terms or at all, the synergies expected from the Transaction not being realized; business integration risks; the Resulting Issuer's operating results will experience significant fluctuations due to the highly volatile nature of Bitcoin; BTCT operates in a heavily regulated environment and any material changes or actions could lead to negative adverse effects to the business model, operational results, and financial condition of BTCT; evolving cryptocurrency regulatory requirements and the impact on BTCT's business plan; Bitcoin value risk; reliance on key personnel; implementation of the Resulting Issuer's business plan; lack of operating history; competitive conditions; de banking and financial services risk; anti money laundering and corrupt business practices; additional capital; financing risks; global financial conditions; insurance and uninsured risks; cybersecurity risks; changes to bank fees or practices, or payment card networks; audit of tax filings; market for the Resulting Issuer Subordinate Voting Shares and the Resulting Issuer Debentures; market price of the Resulting Issuer Subordinate Voting Shares and the Resulting Issuer Debentures; conflicts of interest; internal controls; tariffs and the imposition of other restrictions on trade could adversely affect the Resulting Issuer's business; risk of litigation; pandemics or other health crisis; acquisitions and integration; risk of dilution of Resulting Issuer securities; dividend policy; Bitcoin price volatility; custodial risks; technological vulnerabilities; Bitcoin transactions are irreversible and may result in significant losses; short history risk; limited history of the Bitcoin market; potential decrease in the global demand for Bitcoin; economic and political factors; top Bitcoin holders control a significant percentage of the outstanding Bitcoin; availability of exchange traded products liquidity; security breaches; the amalgamation agreement may be terminated by 268 or BTCT in certain circumstances; there can be no certainty that all conditions precedent to the Transaction will be satisfied; BTCT and 268 may incur costs even if the Transaction is not completed; the requirements that accompany being a publicly traded company may put a strain on the Resulting Issuer's resources, divert attention from management, and adversely affect its ability to maintain and attract management and qualified board members; uncertainty of use of proceeds; liquidity risk; leverage risk; and share price fluctuations.
Although management of BTCT believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that 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 statements. The forward-looking statements and information contained in this Presentation are made as of the date of this Presentation, and BTCT does not undertake any obligation to update publicly or to revise any of the included forward-looking statements or information, whether as a result of new information, change in management's estimates or opinions, future circumstances or events or otherwise, except as expressly required by applicable securities law.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Not for distribution to United States news wire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253983
SOURCE: 2680083 Alberta Ltd.
