Bitcoin Treasury Corporation – s. 1(11)(b)

Headnote

s. 1(11)(b) -- order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C. S. 5, AS AMENDED (the Act) AND IN THE MATTER OF BITCOIN TREASURY CORPORATION (the Applicant)

ORDER

(Paragraph 1(11)(b))

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order (the Order) pursuant to paragraph 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a corporation formed on June 23, 2025, under the Business Corporations Act (Alberta) pursuant to an amalgamation between 2680083 Alberta Ltd., a reporting issuer in the Province of British Columbia and the Province of Alberta, and Bitcoin Treasury Corporation (pre-amalgamated entity).

2. The Applicant or its predecessors have been a reporting issuer under the Securities Act (British Columbia) (the BC Act) since December 17, 2021 and under the Securities Act (Alberta) (the Alberta Act) since December 17, 2021.

3. The Applicant's current principal regulator is the Alberta Securities Commission.

4. The Applicant's head office is currently in Toronto, Ontario. The majority of the directors of BTCT and the Chief Executive Officer of BTCT reside in Ontario.

5. The authorized share capital of BTCT consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 10,075,080 common shares were issued and outstanding as at July 31, 2025.

6. The common shares are listed on the TSX Venture Exchange (the Exchange) under the trading symbol "BTCT". The common shares are not listed on any other stock exchange.

7. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.

8. The Applicant does not appear on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any requirement of either the BC Act or the Alberta Act or the rules and regulations made under either statute.

9. The materials filed by BTCT under the BC Act and Alberta Act are available on SEDAR+.

10. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

11. Pursuant to the policies of the Exchange, a listed issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance Manual) and, upon becoming aware that it has a Significant Connection to Ontario, promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.

12. The Applicant has determined that it has a Significant Connection to Ontario in that BTCT's mind and management are principally located in Ontario and over 10% of BTCT's total number of equity securities are beneficially owned by persons resident in Ontario.

13. There have been no penalties or sanctions imposed against the Applicant by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, the Applicant has not entered into a settlement agreement with a Canadian securities regulatory authority and the Applicant has not been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

14. No director or officer of the Applicant, nor any shareholder of the Applicant holding sufficient securities of the Applicant to materially affect the control of the Applicant has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or

(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

15. No director or officer of the Applicant, nor the Applicant, nor any shareholder of the Applicant holding sufficient securities of the Applicant to materially affect the control of the Applicant is or has:

(a) been the subject of any known ongoing or concluded investigation by: (i) a Canadian securities regulatory authority; or (ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) been the subject of any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

16. Except as noted below, no directors or officers of the Applicant, nor any shareholder of the Applicant holding sufficient securities of the Applicant to materially affect the control of the Applicant, has been at the time of such event, a director or officer of any other issuer which is or has:

(a) been subject to any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities laws, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) been subject to any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

From January 31, 2022 to March 24, 2022, DMG Blockchain Solutions Inc., a company for which Heather Sim was CFO, was subject to a management cease trade order, as a result of the delay in filing financial statements for the financial year ended September 30, 2021, the related management discussion and analysis and the certification of annual filings. The management cease trade order was lifted on March 24, 2022.

17. After the Applicant becomes a reporting issuer in Ontario, the Commission will be the Applicant's principal regulator.

18. Upon granting of this order, the Applicant will amend its SEDAR+ profile indicating that the Commission is its principal regulator.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto on this 2nd day of September, 2025.

"David Surat" 
Associate Vice President, Corporate Finance 
Ontario Securities Commission

OSC File #: 2025/0410