Cathedra Bitcoin Announces Closing of C$2,880,000 Non-Brokered Financing

Cathedra Bitcoin Inc. (TSX-V: CBIT; OTCQX: CBTTF) (“Cathedra”), a Bitcoin company that develops and operates world-class bitcoin mining infrastructure, is pleased to announce that it has closed its previously announced non-brokered private placement offering (the “Offering”) consisting of the sale of 8,000,000 units (“Units”) at a purchase price of C$0.36 per Unit, for gross proceeds of C$2,880,000.

Each Unit consists of one common share of the Company (a “Share”) and three-quarters of one (0.75) common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one (1) common share (a “Warrant Share”) for a period of five (5) years following the closing date. Holders of Warrants are restricted from exercising any number of Warrants that will cause the holder to own such number of Shares that will equal or exceed 10% of the then issued and outstanding Shares. A total of up to 6,000,000 Warrants underly the Units with the following exercise prices per Warrant Share:

• 1,200,000 Warrants at an exercise price of C$0.54 per Warrant Share
• 1,200,000 Warrants at an exercise price of C$0.79 per Warrant Share
• 1,200,000 Warrants at an exercise price of C$1.04 per Warrant Share
• 1,200,000 Warrants at an exercise price of C$1.29 per Warrant Share
• 1,200,000 Warrants at an exercise price of C$1.54 per Warrant Share

The Company intends to use the proceeds from the Offering for general corporate purposes and working capital.

The Units have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Units may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

The Offering is subject to the final approval of the TSXV. The securities issued pursuant to the Offering are subject to a four month and one-day statutory hold period.

Related Party Transaction

Anson Advisors, Inc., an “insider” of the Company, acquired 8,000,000 Units on behalf of certain investment funds for which it serves as co-investment adviser, pursuant to the Offering. The acquisition of 8,000,000 Units by Anson Advisors, Inc., in connection with the Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(a) of MI 61-101, as the securities of the Company are not listed on enumerated stock exchanges, and the fair market value of the participation in the Offering by Anson Advisors, Inc., does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.