Bitcoin Treasury Corporation Announces Closing of Amalgamation and Concurrent Financing

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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”).

Concurrent Financing

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.

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.

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.

Share Consolidation

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.

The Transaction

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.

Bitcoin Treasury Share Offering

Upon final approval from the TSXV of the Listing and the TSXV’s issuance of a “list and halt” bulletin, the Corporation intends to complete a brokered offering of up to 426,650 Bitcoin Treasury Shares at a price of $10.00 per Bitcoin Treasury Share (the “Offered Shares”). This, combined with the Concurrent Financing, will provide aggregate gross proceeds of $125,000,000. The Offered Shares will be issued after the Bitcoin Treasury Shares commence trading on the TSXV, and such Bitcoin Treasury Shares shall immediately be halted. Such Offered Shares will be eligible for investment in RRSPs, RESPs, RRIFs, RDSPs, TFSAs, FHSAs and DPSPs, but will be subject to a statutory hold period of four months plus one day from the date the Offered Shares are issued, in accordance with applicable Canadian securities laws. The offering of the Offered Shares is expected to close on or about the week of June 23, 2025. In connection with the closing of the Offered Shares and as consideration for their services, BTCT anticipates a payment to the Agents a cash commission of $178,950.

For further information, please contact:

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 Listing of Bitcoin Treasury Shares; the offering of Offered Shares; the anticipated closing date of the Offered Share offering; receipt of a TSXV list and halt bulletin; the anticipated Agents fees relating to the Offered Share offering; expectations related to Bitcoin and its use in the future; and future development plans of the Corporation. 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: ability to close the Bitcoin Treasury Share Offering on the proposed terms or at all, the synergies expected from the Transaction not being realized; business integration risks; the Corporation’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 Corporation’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 Bitcoin Treasury Shares; market price of the Bitcoin Treasury Shares; conflicts of interest; internal controls; tariffs and the imposition of other restrictions on trade could adversely affect the Corporation’s business; risk of litigation; pandemics or other health crisis; acquisitions and integration; risk of dilution of Bitcoin Treasury 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 Corporation’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 news release are made as of the date of this news release, 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 Listing is subject to a number of conditions, including but not limited to, TSXV acceptance.

Investors are cautioned that, except as disclosed in the filing statement filed on June 17, 2025, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The TSXV has neither approved nor disapproved the contents of this news release.

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