TSX VENTURE COMPANIES
BULLETIN V2026-1869
CATHEDRA BITCOIN INC. ("CBIT")
BULLETIN TYPE: Plan of Arrangement-, Delist
BULLETIN DATE: June 1, 2026
TSX Venture Tier 1 Company
Effective at the close of business on Tuesday, June 2, 2026, the subordinate voting shares of Cathedra Bitcoin Inc. ("Cathedra") will be delisted from the TSX Venture Exchange. The delisting of Cathedra shares results from the completion of a court-approved Plan of Arrangement under the Business Corporations Act (British Columbia), pursuant to an Arrangement Agreement dated March 5, 2026, between Cathedra, Sphere 3D Corp. (the "Sphere"), and S3D Acquisition Corp., whereby Sphere acquired all of the issued and outstanding shares of Cathedra.
Under the Arrangement, holders of Cathedra subordinate voting shares received 0.123014 of a Sphere Common Share for each Cathedra subordinate voting share held (the "SV Exchange Ratio"), and holders of Cathedra multiple voting shares received 12.3014 Sphere Common Shares for each Cathedra multiple voting share held. Outstanding warrants, stock options, and certain restricted share units of Cathedra were exchanged for corresponding Sphere securities in accordance with the SV Exchange Ratio. Additionally, certain key Cathedra shareholders were subject to a 7% post-closing ownership cap, with any Sphere Common Share consideration that would have otherwise exceeded such cap received in a new series of Sphere non-voting Series I preferred shares.
The Exchange has been advised that the requisite approval of the Arrangement by Cathedra securityholders was received at a special meeting held on May 15, 2026. The Supreme Court of British Columbia granted a final order with respect to the Arrangement on May 25, 2026. The Arrangement was completed on June 1, 2026.
For further details, please refer to Cathedra's Management Information Circular dated April 2, 2026 and available on SEDAR+, and news releases dated March 5, 2026, May 4, 2026, May 15, 2026, May 26, 2026, and June 1, 2026.
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