Chair Bitcoin to restate Q3-2024 Meanwhile Filings #CriptoNews

Toronto, Ontario–(Newsfile Corp. – April 27, 2025) – Cathedra Bitcoin Inc. (TSXV: CBIT) (OTCQB: CBTTF) (the “Company” or “Chair“), a bitcoin company that develops and operates digital infrastructure assets with the goal of maximizing its per-share bitcoin holdings, announces that it intends to file restated financial statements, CEO and CFO certifications, and management discussion and analysis for the three and nine-month period ended September 30, 2024 (the “2024 Q3 Filings“), which shall amend and restate the 2024 Q3 Filings. The Company currently anticipates being able to file the restated 2024 Q3 Filings on or around April 30, 2025.

In the course of preparation of the Company’s financial statements for the year ended December 31, 2024, and related management discussion and analysis (the “Annual Filings“), the Company discovered certain errors in the historical financial statements of Kungsleden, Inc. (“Kungsleden“) for the twelve months ended December 31, 2023, and December 31, 2022, the three-month period ended March 31, 2024, and the three and six-month period ended June 30, 2024 (collectively, the “Kungsleden Historical Financial Statements“). The Company acquired Kungsleden pursuant to a business combination transaction which closed on July 23, 2024 (the “Business Combination“). The Kungsleden Historical Financial Statements were prepared and finalized prior to the closing of the Business Combination.

Due to the errors in accounting treatment of certain items in the Kungsleden Historical Financial Statements and the Company’s reliance thereon, the Company’s financial statements for the three and nine-month period ended September 30, 2024 also contained certain misstatements, which the Company intends to correct in the refiling:

(i) the Company and its auditors have determined that the Company’s North Dakota data center joint venture, in which the Company owns a minority interest and which the Company has agreed to sell, as disclosed in the Company’s press release dated March 4, 2025, was deemed to be controlled by the Company as of and for the year ended December 31, 2024, and therefore should have been consolidated into the Company’s financial statements in the 2024 Q3 Filings;

(ii) the Company and its auditors applied different judgments in accounting estimates pertaining to lease arrangements in the Kungsleden Historical Financial Statements, which in turn affected the Company’s financial statement balances in the 2024 Q3 Filings; and

(iii) the Company and its auditors have identified misstatements of certain opening balances in the Kungsleden Historical Financial Statements, which in turn affected the Company’s financial statement balances in the 2024 Q3 Filings.

These discoveries have necessitated a broader scope of audit procedures which are currently underway and warrant the amendment and refiling of the 2024 Q3 Filings. Shareholders and users of the Company’s financial statements should note that the restatement is not a result of any change to its operations, business or financial operating performance for the restated period. The Company does not expect that the restatement will result in any changes to the Company’s cash balance as of September 30, 2024, nor to the Company’s net change in cash flows for the nine months ended September 30, 2024. Management has revised the accounting treatment in its Annual Filings, which will be reflective of the corrective disclosure with respect to the restated 2024 Q3 Filings. Due to the error in the 2024 Q3 Filings, the 2024 Q3 Filings and accompanying earnings news release issued on November 28, 2024, should no longer be relied on.

About Cathedra Bitcoin Inc.

At time of publishing, the Company holds approximately 52.7 bitcoin worth approximately US$5 million and amounting to approximately 6 satoshis (or “sats”) per share.

Cathedra Bitcoin Inc. develops and operates digital infrastructure assets across North America with the goal of maximizing its per-share bitcoin holdings. The Company hosts bitcoin mining clients across its portfolio of three data centers (30 megawatts total) in Tennessee and Kentucky and recently developed and sold a 60-megawatt data center in North Dakota, a joint venture in which Cathedra was a 25% partner. Cathedra also operates a fleet of proprietary bitcoin mining machines at its own and third-party data centers, producing approximately 400 PH/s of hash rate. Cathedra is headquartered in Vancouver and its shares trade on the TSX Venture Exchange under the symbol CBIT and in the OTC market under the symbol CBTTF. For more information about Cathedra, visit cathedra.com or follow Company news on Twitter at @CathedraBitcoin or on Telegram at @CathedraBitcoin.

For more information about Cathedra, visit cathedra.com or follow Company news on Twitter at @CathedraBitcoin or on Telegram at @CathedraBitcoin.

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Forward-Looking Statements

This news release contains certain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, including statements and information regarding the timing for the filings of the 2024 Q3 Filings, statements with respect to: the satisfactory completion and the filing of the 2024 Q3 Filings, the potential that additional restatements of the financial statements will be required, and the impact on the Company’s reputation and customer relations are forward looking information. Additional forward-looking information contained in this news release includes but is not limited to the goal of maximizing its per-share bitcoin holdings. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, including assumptions regarding the Company’s ability to work effectively with its auditors and regulators, the timelines required to resolve the identified issues, and the ability to comply with applicable regulatory requirements. However, forward-looking information is subject to numerous risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated. The Company has also assumed that no significant events occur outside of its normal course of business.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Cathedra and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Cathedra’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Cathedra believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the reliance of the Company on its auditors and management with respect to the Annual Filings and restated Q3 2024 Filings, the Company’s ability to address and avoid delays or additional findings during the restatement process; risks associated with regulatory reviews and investigations, including potential enforcement actions or penalties; the potential impact on investor confidence, market perception, and the Company’s reputation, and broader economic and industry conditions affecting the Company’s operations and financial performance, changes in the Company’s relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; changes in market conditions impacting the average revenue per MWh; the risks and uncertainties associated with foreign markets; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine Bitcoin is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; and the power purchase agreements and economics thereof may not be as advantageous as expected. Additionally, the forward-looking statements contained herein may be affected by risks and uncertainties in the business of Cathedra and general market conditions. For further information concerning these risks and uncertainties and other risks and uncertainties, please see the Company’s filings under the Company’s SEDAR+ profile on www.sedarplus.caincluding but not limited to the Company’s management information circular dated June 18, 2024 and the Company’s most recent interim and annual management discussion and analysis. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended and such changes could be material, including factors that are currently unknown to or deemed immaterial by the Company. Readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.

Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the 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 release.

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