Category: Canada

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Toronto, Ontario–(Newsfile Corp. – May 22, 2025) – 2680083 Alberta Ltd. (“268“) announces that it has entered into an amalgamation agreement dated May 17, 2025 (the “Amalgamation Agreement“) with Bitcoin Treasury Corporation (“BTCT“), a private company incorporated in Alberta, 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 the shareholders of BTCT (the “Transaction“).

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The Transaction is conditional upon (i) BTCT completing the Concurrent Financing (as defined below), (ii) the TSX Venture Exchange (“TSXV“) approving the listing of the subordinate voting shares of the Resulting Issuer (“Resulting Issuer Shares“) and the convertible debentures of the Resulting Issuer (“Resulting Issuer Convertible Debentures“) and (iii) other customary conditions, including the closing of the Transaction occurring by July 31, 2025.

Following completion of the Transaction, subject to all requisite approvals, it is anticipated that the Resulting Issuer will be a Tier 1 Investment issuer and a Tier 2 Technology issuer and carry on the business of BTCT.

Share Consolidation

Immediately prior to the completion of the Transaction, 268 intends to consolidate the common shares of 268 (“268 Shares“) based on a ratio that will result in the post-consolidated 268 Shares outstanding immediately prior to the completion of the Transaction having an aggregate value of $750,000 (the “Consolidation“) calculated based on the subscription price attributable to the Concurrent Financing.

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Amalgamation Agreement

The Amalgamation Agreement between 268 and BTCT provides, among other things, that (i) 268 and BTCT will amalgamate pursuant to the provisions of the Business Corporations Act (Alberta), (ii) all of the outstanding subordinate voting shares of BTCT (each, a “BTCT Share“) will be cancelled and, in consideration therefor, the holders thereof will receive Resulting Issuer Shares on the basis of one Resulting Issuer Share for each BTCT Share held, (iii) all of the outstanding post-Consolidation 268 Shares will be cancelled and, in consideration thereof, the holders thereof will receive Resulting Issuers Shares on the basis of one Resulting Issuer Share for each 268 Share held, and (iv) the convertible debentures of BTCT (“BTCT Convertible Debentures“) and the warrants of BTCT will cease to represent a right to acquire BTCT Shares and will be exchanged for Resulting Issuer Convertible Debentures and warrants of the Resulting Issuer, which will provide for the right to acquire the same number of Resulting Issuer Shares at the same exercise price per share.

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Completion of the Transaction will be subject to certain conditions, including among others: (i) the requirement for shareholders of BTCT to pass a special resolution in writing with respect to the Amalgamation Agreement; (ii) the requirement for 268 to obtain approval of all of the shareholders of 268 with respect to the Amalgamation Agreement; (iii) the requirement for 268 to have completed the Consolidation; (iv) completion of the Concurrent Financing; (v) the execution and delivery of the filing statement of 268 and receipt of conditional acceptance of such filing statement and of the Transaction by the TSXV; (vi) 268 shall not be in default of the requirements of the TSXV and any securities commission and no order shall have been issued that would prevent the Transaction or the trading of any securities of 268 or the Resulting Issuer; (vii) receipt of all consents, orders and approvals necessary or desirable for the completion of the Transaction; and (viii) the TSXV shall have granted an exemption or waiver from the sponsorship requirement under the TSXV rules or a sponsor shall have filed an acceptable report with the TSXV.

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In connection with and as a condition to the Transaction, BTCT intends to complete a financing by way of private placement, to be completed prior to the closing of the Transaction (the “Concurrent Financing“).

Upon completion of the Transaction, the Resulting Issuer will adopt the BTCT articles and share rights, which provide for two classes of shares: BTCT Shares, which are subordinate voting shares, and BTCT foundation shares. All of the issued and outstanding BTCT foundation shares will, directly or indirectly, be held or controlled by the proposed members of management and directors for the Resulting Issuer, being Rajesh Lala, Elliot Johnson, Patrick McBride, Kaitlin Thompson, Michael Simonetta and Keith Crone. The terms and conditions of the BTCT Shares and the BTCT foundation shares are substantially identical with the exception of the voting and conversion rights attached to the BTCT foundation shares, which can convert into BTCT Shares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances. Each BTCT Share is entitled to one vote and each BTCT foundation share is entitled to one vote on all matters upon which the holders of BTCT Shares are entitled to vote. When voting on matters that constitute a Foundational Change (as defined below), the BTCT foundation shares and BTCT Shares shall each vote as a separate class. A Foundational Change shall require the approval of a majority (50% +1) of the votes cast by the holders of BTCT foundation shares as a separate class, in addition to any approval required from BTCT Shareholders.

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A Foundational Change means any of the following: (a) the sale of all or substantially all of the assets of the Resulting Issuer; (b) the acquisition of the direct or indirect beneficial ownership or control of voting securities of the Resulting Issuer, or rights to acquire such securities, which, together with such person’s or persons’ then beneficially owned and controlled voting securities of the Resulting Issuer, or rights to acquire such securities, represents, assuming the full exercise of any and all such rights, more than fifty percent (50%) of the then issued and outstanding voting securities of the Resulting Issuer; (c) the amalgamation or merger or other business combination of the Resulting Issuer with or into any one or more other corporations, subject to certain exemptions; (d) a liquidation, dissolution or winding-up of the Resulting Issuer; (e) a change in a majority of the Resulting Issuer Board; or (f) the completion of any transaction, including, without limitation, a plan of arrangement, or the first of a series of transactions which the board of the directors of the Resulting Issuer reasonably determines would have the same or similar effect as any transaction or series of transactions referred to in subsections (a), (b), (c), (d) or (e) referred to above.

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Mr. Patrick McBride is an Insider of each of BTCT and 268, and as such, the Transaction, if completed, is being considered a non-arm’s length transaction and ‘related party transaction’ pursuant to the provisions of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), and 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 and the approval of the TSXV. 268 intends to rely on an exemption from the formal valuation requirement in section 5.5(b) of MI 61-101.

Certain of the proposed directors and officers of the Resulting Issuer are involved in managerial or director positions with Evolve Funds Group Inc. (“Evolve“), whose operations may, from time to time, be in direct competition with those of the Resulting Issuer or with entities which may, from time to time, provide financing to, or make equity investments in, competitors of the Resulting Issuer. It is expected that the Resulting Issuer will enter into an administrative services agreement with Evolve pursuant to which Evolve will provide certain administrative services to the Resulting Issuer. Evolve has experience in bringing digital assets to investors through listed products. Evolve’s extensive industry relationships are expected to be instrumental in supporting the Resulting Issuer, by, among other things, leveraging its established network to drive awareness. Pursuant to the administrative services agreement, the Resulting Issuer will be responsible for all aspects of its business operations, with certain duties delegated to Evolve where needed. The Resulting Issuer will maintain control over high-level management, including business planning, regulatory compliance, financial administration, Bitcoin lending operations, shareholder meeting coordination, and public relations. The Resulting Issuer executive team will lead all strategic decisions and oversight. Evolve will assist the Resulting Issuer by executing specific operational functions as directed. Under the administrative services agreement, Evolve will charge the Resulting Issuer up to a maximum of 1% of the value of the Resulting Issuer’s Bitcoin treasury holdings, converted to CAD, accrued daily.

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It is also expected that Evolve Bitcoin ETF and BTCT will enter into a liquidity agreement which will become effective upon BTCT receiving a Money Services Business registration. The agreement will outline the terms under which the parties may engage in the purchase and sale of Bitcoin but will not require the parties to transact with each other.

Evolve and Evolve Bitcoin ETF are non-arm’s length parties of BTCT.

Stock Exchange Matters

As at the date hereof, neither the 268 Shares nor the BTCT Shares are listed on any stock exchange. A condition to completion of the Transaction is the fulfillment by the Resulting Issuer of all of the minimum listing requirements of the TSXV and obtaining conditional approval for the listing of the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures on the TSXV. A filing statement in respect of the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures, which will include further details of the Transaction, will be filed on 268’s issuer profile on SEDAR+ at www.sedarplus.ca provided TSXV’s conditional approval of the listing of the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures has been obtained. There can be no assurance that the TSXV will grant such conditional approval or that the Transaction will be completed as proposed or at all.

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BTCT and 268 intend to apply to the TSXV for an exemption from the sponsorship requirement in connection with its application to list the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures on the TSXV. No deposit, advance or loan has been made or is to be made in connection with the Transaction.

About Bitcoin Treasury Corporation

BTCT was incorporated on December 20, 2024, under the ABCA under the name “Bitcoin Treasury Corporation.” Upon completion of the Concurrent Financing and the Transaction, BTCT, as Resulting Issuer, will offer institutional Bitcoin lending services designed to provide liquidity solutions to clients while ensuring BTCT maintains financial security and minimizes risk exposure as set out below, which description assumes closing of the Transaction (including the Concurrent Financing). BTCT’s lending services are expected to include Bitcoin-denominated loans and additional Bitcoin-backed collateral services.

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BTCT intends to provide institutional-grade Bitcoin services, including lending, liquidity, and collateral solutions. The company is focused on building shareholder value in Bitcoin by strategically accumulating a significant Bitcoin inventory and actively deploying it across its service offerings. Recognizing Bitcoin’s finite supply and long-term potential, BTCT will follow a treasury strategy that seeks to enhance the value of its holdings while supporting the development of its core business lines. Bitcoin transaction services will be offered to Canadian clients who acquire their Bitcoin on an “immediate delivery” basis. These clients may include large corporations, institutional asset managers, regulated crypto asset trading platforms and investment funds that invest in Bitcoin.

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Phase 1: Institutional Bitcoin Lending Services

BTCT will offer institutional Bitcoin lending services designed to provide liquidity solutions to clients while ensuring BTCT maintains financial security and minimizes risk exposure. BTCT’s lending services will include Bitcoin denominated loans and will not involve virtual currency exchange or virtual currency transfer services, therefore not require registration as a Money Services Business. BTCT plans to engage in Bitcoin lending as a strategic component of its business model, aiming to generate yield on its Bitcoin holdings while supporting the broader digital asset ecosystem.

Phase 2: Institutional Bitcoin Liquidity Services

BTCT has applied to be a Money Services Business registered with the FINTRAC. If such registration is obtained, BTCT intends to offer institutional-grade Bitcoin liquidity services. These services include immediate-delivery spot Bitcoin transactions to manage operational cash flow while preserving core Bitcoin holdings. Bitcoin liquidity services will be offered to Canadian clients including but not limited to large corporations, institutional asset managers, regulated crypto asset trading platforms and investment funds that invest in Bitcoin. As part of this phase, BTCT will also expand its lending business to include the ability to accept fiat as interest payments or as collateral for Bitcoin-denominated loans.

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Phase 3: Layer 2 Liquidity and Collateral

BTCT is also committed to capitalizing on the accelerating adoption of Bitcoin by delivering innovative virtual currency services to institutions, as well as advancing infrastructure and operational capabilities for Bitcoin Layer 2 networks. As part of this commitment, BTCT is exploring how it may deploy its Bitcoin inventory to Layer 2 Bitcoin networks by providing liquidity or collateral as the market for Bitcoin lending and collateral products is nascent and developing rapidly. Opportunities to monetize BTCT’s Bitcoin over time will be evaluated as market conditions change.

Corporate Finance Strategy for Strategic Bitcoin Accumulation

BTCT’s corporate treasury strategy is designed to maximize long-term Bitcoin accumulation and enhance shareholder value by focusing on the growth of both total Bitcoin holdings and Bitcoin per share. BTCT aims to raise low-cost capital through equity, convertible debt, and potentially other instruments such as preferred shares, deploying these proceeds to acquire and hold Bitcoin as a strategic reserve asset. In addition to raising additional capital, BTCT plans to grow its Bitcoin treasury through the innovative revenue-generating services, described above, including institutional lending, liquidity, and Layer 2 Bitcoin collateral services. The success of this strategy will be measured by key metrics such as Bitcoin per share, Bitcoin per share growth, and total Bitcoin holdings.

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As Bitcoin increasingly fulfills its role as a store of value, medium of exchange, and unit of account, BTCT anticipates significant opportunities at the intersection of traditional and decentralized finance. With deep industry relationships and plans to hold a significant inventory of Bitcoin, BTCT would be well positioned to lead and drive value creation in this evolving financial landscape.

In the future, BTCT intends to harness the potential of Bitcoin to redefine how transaction capital is accessed, collateralized, and exchanged. The intent is to usher in an era of financial inclusion by providing efficiency and resilience to Bitcoin as a digital currency for anyone, anywhere, at any time.

There is currently 1 BTCT Share issued and outstanding and 200 foundation shares of BTCT issued and outstanding. Pursuant to the Concurrent Financing, BTCT will issue BTCT Shares and BTCT Convertible Debentures.

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Summary of Financial Information

A summary of certain financial information for BTCT is included in the table below:

Further financial information will be included in the filing statement to be prepared in connection with the Transaction.

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Proposed Directors and Senior Management Team

Upon the completion of the Transaction, it is anticipated that Rajesh Lala, Elliot Johnson, Patrick McBride, and Michael Simonetta will constitute the Board of Directors of the Resulting Issuer. It is also anticipated that the new senior management team of the Resulting Issuer will be comprised of Elliot Johnson (Chief Executive Officer), Heather Sim (Chief Financial Officer and Corporate Secretary), Kaitlin Thompson (Chief Operating Officer) and Keith Crone (Chief Marketing Officer).

The following are brief bios of the currently proposed directors and senior officers of the Resulting Issuer following the Transaction:

Elliot Johnson, Proposed CEO, CCO and Director

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Mr. Johnson will serve as the CEO, Chief Compliance Officer and a Director of the Resulting Issuer. Mr. Johnson will be an independent contractor of the Resulting Issuer. Mr. Johnson brings extensive experience in digital asset management, product development, and operational leadership. As CIO and COO of Evolve, he was instrumental in launching some of Canada’s first crypto investment vehicles, including the spot Bitcoin ETF (EBIT) and Ether ETF (ETHR). Evolve now manages nearly $300 million across six crypto ETFs, all offering daily liquidity and institutional-grade custody. Mr. Johnson’s deep expertise in building and overseeing the infrastructure behind physically settled crypto products is directly aligned with BTCT’s Bitcoin treasury and lending strategy.

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Prior to joining Evolve and BTCT, Mr. Johnson was Senior Vice President, Retail Markets at Fiera Capital Corporation, a prominent Canadian investment management firm. Prior to this role, Mr. Johnson served as COO of Fiera Quantum Limited Partnership, an alternative investment manager. From 2010 to 2012, Mr. Johnson led technology management for a number of business lines at National Bank of Canada. Prior to 2012, he spent 13 years providing investment banking, institutional sales and trading and research services to corporate clients and institutional investors through its capital markets division, GMP Capital Corp., a diversified financial services firm primarily focused on wealth management and operations clearing. Mr. Johnson engaged in a variety of management roles across institutional brokerage, wealth management and asset management businesses. Mr. Johnson holds the Canadian Investment Manager (CIM) designation, the Derivatives Markets Specialist (DMS) designation and is a Fellow of the Canadian Securities Institute (FCSI). From 2016 to 2020, Mr. Johnson served on the board of Trinity College at the University of Toronto as the Chair of the Committee on Investments. Mr. Johnson currently serves as Chair, President and a trustee of the Upper Canada College Foundation and is also a trustee of the US based Upper Canada Educational Foundation.

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Rajesh Lala, Proposed Chairman and Director

Mr. Lala will serve as the Chairman and a Director of the Resulting Issuer. Mr. Lala will not be an employee or independent contractor of the Resulting Issuer. Mr. Lala is also CEO of Evolve and, under his leadership, Evolve has grown to over $7 billion in AUM across 35 ETFs, including six crypto-focused mandates, generating significant recurring revenue.

Prior to joining Evolve and BTCT, Mr. Lala was Executive Vice President and Head of Retail Markets for Fiera Capital Corporation, a prominent Canadian investment management firm with over $100 billion in assets under management. Mr. Lala co-founded and served as President and CEO of Propel Capital Corporation (which was acquired by Fiera Capital Corporation in September 2014). Propel Capital Corporation provided structured investment products for Canadian retail investors. Propel Capital Corporation raised approximately $1 billion in structured products in its five years of operation. Prior to Propel Capital Corporation, Mr. Lala worked with Jovian Capital Corporation, a financial holding company that provided a range of financial services, primarily in the private wealth management market. Mr. Lala held several roles at Jovian Capital Corporation including President of JovFunds Inc., an asset management division of Jovian Capital Corporation. Jovian Capital Corporation is a Canadian asset management firm that offered mutual funds and alternative investment products for retail and institutional investors. Mr. Lala holds a bachelor’s degree in economics from the University of Toronto (1994).

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Heather Sim, Proposed Chief Financial Officer and Corporate Secretary

Ms. Sim will serve as the CFO and Corporate Secretary of the Resulting Issuer. Ms. Sim will be an employee of the Resulting Issuer. Ms. Sim is a Chartered Professional Accountant with experience working in public audit and assists public companies navigate regulatory markets in Canada and the United States. Her expertise spans financial controls, reporting, and compliance in the crypto and capital markets sectors. Ms. Sim has been President of Treewalk (formerly ACM Management Inc.), a business which assists public companies and private companies seeking to go public, since September 2019. As part of her work with Treewalk, Ms. Sim was CFO of VSBLTY Groupe Technologies Corp., a software company listed on the Canadian Stock Exchange and providing digital retail solutions, including QR codes and mobile apps, from March 2020 to August 2021. Since August 2021, Ms. Sim has also been leading the public reporting for DMG Blockchain Solutions Inc. (a TSX-V listed company that manages, operates, and develops end-to-end digital solutions to monetize the blockchain ecosystem). Ms. Sim was appointed as CFO of DMG Blockchain Solutions Inc. in August 2021, Corporate Secretary in November 2022 and to the board of directors in April 2023.

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Kaitlin Thompson, Proposed Chief Operating Officer

Ms. Thompson will serve as the COO of the Resulting Issuer. Ms. Thompson will be an independent contractor of the Resulting Issuer. Ms. Thompson currently works as the Vice President, Product Strategy at Evolve. Prior to this position, Ms. Thompson worked as Business Development Manager and participated in the Business Management Rotational Program at Mackenzie Investments, a leading investment management firm providing investment advisory and related services to retail and institutional clients. Her experience spans the design and execution of traditional and digital asset investment products. Ms. Thompson holds a bachelor’s degree in business from Queen’s University (2018). Ms. Thompson is a CFA Charterholder (2022) and, in 2018, completed the Canadian Securities Course with the Canadian Securities Institute. Ms. Thompson serves as Co-Chair of Women in ETFs Canada, the Canadian chapter of a global organization with over 10,000 members and 32 chapters worldwide.

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Keith Crone, Proposed Chief Marketing Officer

Mr. Crone will serve as the CMO of the Resulting Issuer and will be an independent contractor of the Resulting Issuer. Mr. Crone has over 25 years of experience in sales and marketing of investment products. Mr. Crone currently serves as CMO of Evolve. Prior to his role at Evolve, Mr. Crone served as Vice President, Retail Markets at Fiera Capital Corporation, a prominent Canadian investment management firm with over $100 billion in assets under management. Mr. Crone served as Vice President and Partner of Propel Capital Corporation (which was acquired by Fiera Capital Corporation in September 2014). Propel Capital Corporation developed, managed and distributed investment solutions for Canadians through TSXV-listed and managed funds. Propel Capital Corporation raised approximately $1 billion in structured products within its five years of operation. Prior to Propel Capital Corporation. Mr. Crone served as Senior Vice President, Sales within JovFunds Inc., the speciality investment arm of Jovian Capital Corporation, a financial holding company that provided a range of financial services, primarily in the private wealth management market.

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Patrick McBride, Proposed Director

Mr. McBride will serve as a Director of the Resulting Issuer. Mr. McBride brings experience in structured product syndication and capital markets, contributing to the Resulting Issuer’s distribution strategy and investor access, particularly within the institutional channel.

Mr. McBride works as a consultant for Hickson Capital, a capital markets advisory business. From 2016 to 2021, Mr. McBride worked as Managing Director, Head of Origination Investment Banking at Eight Capital, a wholly-owned Canadian, full-service investment dealer. From 2012 to 2016, Mr. McBride worked as Managing Director, Head of Institutional Sales at Dundee Securities, a full-service investment holding company that focuses on wealth management, resources, agriculture and real estate. Prior to these roles, Mr. McBride worked as the Managing Director, Institutional Sales at Canaccord Genuity Group Inc., the leading independent full-service financial services team. Mr. McBride holds a bachelor’s degree in science from the University of Toronto (1998).

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Michael Simonetta, Proposed Director

Mr. Simonetta has a broad background in management, investment and capital markets. Mr. Simonetta will not be an employee or independent contractor of the Resulting Issuer. Currently, Michael acts as Chairman of Evolve. Mr. Simonetta was one of the founding partners of First Asset Management Inc., a Canadian investment firm, and served as its President and CEO from 1997 to 2006. At the time First Asset Management Inc. was sold in 2005, First Asset Management Inc. managed in excess of $30 billion in assets and was one of Canada’s top ten largest companies in the pension and high net worth asset management business. First Asset Management Inc.’s affiliates have included: Beutel, Goodman & Company Ltd.; Foyston Gordon & Payne, Inc.; Deans Knight Capital Management Ltd., Montrusco Bolton Investments Inc.; Covington Capital Corporation; First Asset Funds Inc. (formerly Triax Capital Corporation); and Northwest Mutual Funds Inc. First Asset Management Inc. was sold in 2005 to Affiliated Managers Group, Inc., a publicly listed investment management company based in Boston. Mr. Simonetta is a member of the Institute of Chartered Accountants of Ontario, obtaining his C.A. designation in 1984 while achieving Top 20 Honour Roll standing, and holds a Bachelor of Arts from the University of Waterloo (1983 – Gold Medal).

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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 Transaction; the Concurrent Financing; expectations related to Bitcoin and its use in the future; and future development plans of the Resulting Issuer. 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 Concurrent Financing 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 Shares and the Resulting Issuer Convertible Debentures; market price of the Resulting Issuer Shares and the Resulting Issuer Convertible 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.

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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.

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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/253082

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