Cathedra Bitcoin Inc. — Proxy Solicitation & Information Statement 2024

Jun 21, 2024

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special Meeting to be held on July 22, 2024 at 10:00 am (Vancouver Time)

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 10:00 am, (Vancouver Time) on July 18, 2024.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

• 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

To Receive Documents Electronically

• Go to the following web site: • You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting www.investorcentre.com.

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

020G7A

Appointment of Proxyholder

I/We being holder(s) of securities of Cathedra Bitcoin Inc. (the “Company”) hereby appoint: Thomas Armstrong, or failing this person, Antonin Scalia, or OR failing this person, Inar Kamaletdinov (the “Management Nominees”)

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Company to be held at 320 - 638 Broughton Street, Vancouver, BC on July 22, 2024 at 10:00 am, (Vancouver Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Number of Directors

Conditional upon completion of the Transaction (as defined below), to Set the Number of Directors at seven (7).

2. Election of Directors - To elect the directors of the Company to serve from the close of the Meeting until the earliest of (i) the close of the next annual meeting of Shareholders; (b) the effective time of the completion of the Transaction (the “Closing Date”), or (c) his or her successor is duly elected or appointed.

	For Withhold		For	Withhold	Withhold	For	Withhold
01. Thomas Armstrong		02. Antonin Scalia			03. David Jaques			Fold
04. Marcus Dent
3. Election of Directors -Conditional upon completion of the Transaction, to consider and, if deemed appropriate, to pass, with or without variation, a resolution to elect the directors of the Company to serve from
the Closing Date until the close of the next annual meeting of Shareholders, or until his or her successor is duly elected or appointed.
	For Withhold		For	Withhold		For	Withhold
01. Thomas Armstrong		02. Antonin Scalia			03. David Jaques
04. Marcus Dent		05. Jialin Qu			06. Thomas Masiero
07. Matthew Kita
						For	Withhold
4. Appointment of Auditors Appointment of SRCO Professional Corporation as Auditors of the Company for the ensuing year and authorizing the Directors to				fx their remuneration.
						For	Against
5. Transaction Resolution
To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving a proposed share exchange agreement with Kungsleden, Inc. (“Kungsleden”)
providing for the reverse takeover of the Company by Kungsleden on the		terms described in the accompanying Circular (the “Transaction”).
6. Articles Amendment Resolution
To consider, and if deemed appropriate, pass, with or without variation, a		special resolution authorizing alterations to the articles of the Company, altering the rights and restrictions of the						Fold
existing class of common shares of the Company	and re-designating suc	h class as subordinate voting shares and creating	a cla	ss of multipl	e voting shares (the “Amendment Resolution”)

To consider, and if deemed appropriate, pass, with or without variation, a special resolution authorizing alterations to the articles of the Company, altering the rights and restrictions of the existing class of common shares of the Company and re-designating such class as subordinate voting shares, and creating a class of multiple voting shares (the “ Amendment Resolution ”), conditional on the approval of the Transaction.

7. Consolidation Resolution

To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution authorizing the Company to consolidate all of the issued and outstanding Common Shares (as presently constituted or as may be re-designated pursuant to the Amendment Resolution) on the basis of one post-consolidation Common Share for up to one-hundred fifty (150) preconsolidation Common Shares.

8. Long-Term Incentive Plan Resolution

To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s equity-based incentive plan for the ensuing year.

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)	MM /DD /YY Date

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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020G8B