Toronto, Ontario--(Newsfile Corp. - June 17, 2025) - 2680083 Alberta Ltd. ("268"), further to its press releases dated May 22, 2025 and May 30, 2025 relating to an amalgamation with Bitcoin Treasury Corporation ("BTCT"), pursuant to which 268 and BTCT will amalgamate under Section 181 of the Business Corporations Act (Alberta) (such amalgamated entity to be referred to as the "Resulting Issuer"), which will result in a reverse takeover of 268 by BTCT (the "Transaction"), BTCT is pleased to announce that it has entered into an amended and restated amalgamation agreement dated June 16, 2025 with BTCT in connection with the Transaction (the "Amended and Restated Amalgamation Agreement").
The Amended and Restated Amalgamation Agreement amends and restates the previous amalgamation agreement dated May 17, 2025 between 268 and BTCT to reflect the adoption of adjusted articles of BTCT (the "Amended BTCT Articles"). The Amended BTCT Articles amend the capital structure of BTCT as follows: (i) removing the foundation shares in the capital of BCTC; (ii) re-classifying the subordinate voting shares in the capital of BTCT as common shares in the capital of BTCT ("BTCT Common Shares"); and (iii) the addition of preferred shares in the capital of BTCT. Accordingly, the capital structure of the Resulting Issuer will adopt the Amended BTCT Articles. All other terms of the Amended and Restated Amalgamation Agreement remain the same.
Mr. Patrick McBride is an Insider of each of BTCT and 268, and as such, the Transaction, if completed, is being considered a 'business combination' pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly requisite disclosures will be made and procedures followed. 268 and BTCT will be required to obtain certain approvals, including but not limited to approvals from disinterested shareholders of 268 for the Transaction. 268 intends to rely on an exemption from the formal valuation requirement in section 4.4(1)(a) of MI 61-101.
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 Amended and Restated Amalgamation Agreement. 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); 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 Common Shares; market price of the Resulting Issuer Common Shares; 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/255817
SOURCE: 2680083 Alberta Ltd.
