If completed, the transaction is expected to substantially increase the total Bitcoin exposure of K33, as Sixty Six currently holds an exposure of 149 BTC. This strengthens K33's balance sheet and expands its ability to deploy bitcoin within its operating platform. The transaction would also extend K33’s reach into the Canadian, and by extension U.S., capital markets.

Strategic rationale
Sixty Six’s core strategy is to operate as a Bitcoin treasury company, with an objective of accumulating Bitcoin and increasing Bitcoin per share over time. Following completion of the transaction, this strategy is expected to continue unchanged.

For K33, the transaction supports the Company’s Bitcoin treasury strategy, which is designed not only to build long-term Bitcoin exposure, but to use the balance sheet actively as part of the business. By expanding its indirect Bitcoin holdings, K33 expects to increase the capacity of its operating platform and the flexibility with which capital can be deployed across the Group and Associated companies, to the benefit of both K33 and Sixty Six.

K33 is built for large trades and serious capital, serving larger private clients, corporates, and institutional investors who prioritize deep liquidity, competitive pricing, and reliability. The Company offers personalized client support, flexible FX solutions, secure custody, and lending products, enabling clients to transact efficiently and deploy digital assets as part of broader treasury and investment strategies.

This operating model differentiates K33 from passive Bitcoin treasury companies. A larger effective Bitcoin balance directly supports K33’s revenue-generating operations, including treasury-backed lending and other capital-efficient solutions. Through the acquisition of shares in Sixty Six, K33 expects to further strengthen this differentiated position by directly linking balance sheet growth to operational capability and long-term value creation for both companies.

Transaction overview (non-binding)
Under the LOI, the consideration for the shares to be acquired is expected to consist of a combination of cash and newly issued shares in K33. The total consideration for such shares corresponds to approximately 95 percent of the net asset value attributable to the shares acquired, of which approximately 70 percent is expected to be paid in cash and approximately 25 percent in newly issued shares in K33, subject to final transaction documentation.

The transaction is expected to be structured as a negotiated acquisition from a limited number of shareholders and is not anticipated to trigger any mandatory takeover bid requirements under applicable Canadian securities laws. The final ownership percentage, number of shares to be issued, and other key terms remain subject to further due diligence, definitive agreements, and customary approvals.

The LOI is non-binding, and completion of the transaction is subject to, among other things, satisfactory due diligence, entry into definitive transaction documentation, regulatory approvals, and board approvals.

K33 will provide further information as the process progresses.