Sphere 3D Corp. and Gryphon Digital Mining Inc. Announce Merger Agreement

MIAMI, June 4, 2021 /PRNewswire/ --  Sphere 3D Corp. (Nasdaq: ANY) ("Sphere 3D" or the "Company"), a company delivering containerization, virtualization and data management solutions announces that it has entered into an Agreement and Plan of Merger with Gryphon Digital Mining Inc. ("Gryphon"), a privately-held company focused on the mining of bitcoin using renewable energy. Upon completion of the merger, the Company will change its name to Gryphon Digital Mining Inc.  The merged company will focus on expanding Gryphon's digital mining operations and utilize Sphere 3D's proprietary enterprise solutions to optimize Gryphon's processes.

"Gryphon's future focus on mining using 100% renewable energy will set the bar for mining companies of the future. We have been engineering GPU-based converged systems for many years and are excited to leverage our experience to enhance the performance of Gryphon's operations.  We believe the merger of the two companies provides an excellent opportunity to create meaningful value for our shareholders," said Peter Tassiopoulos, Sphere 3D's Chief Executive Officer. 

"We are delighted to announce our highly synergistic partnership with Sphere 3D Corp and our expected public listing onto the Nasdaq. Sphere 3D's IT engineering team is a natural fit with our exceptional bitcoin mining expertise as we look to build upon our platform. Additionally, we look forward to leveraging Sphere's deep datacenter expertise as we expand our operations into building large-scale, renewable, cryptocurrency mining solutions in the future," said Rob Chang, Chief Executive Officer of Gryphon. "Our entry onto the Nasdaq will give us heightened visibility in a dynamic market as we collaborate on our strategic vision."

Gryphon Digital Mining offers a world-class team, led by:

• CEO and Director Rob Chang - Former CFO of Riot Blockchain & former MD at Cantor Fitzgerald
• President Dan Tolhurst - Former senior strategist at Netflix & Disney
• Chair of the Board Brittany Kaiser - Blockchain regulatory expert & Congressional Subcommittee member
• Independent Director Richard Cooperstein - Partner at Media Investment Group & former Head of International Business Development at Facebook
• Independent Director Joseph Nejman - Entrepreneur in Residence at Tomorrow Ventures & former Strategic Partner Development at Google

About the Proposed Merger Transaction

Upon completion of the Merger, Gryphon shareholders will be issued 111,000,000 common shares of Sphere 3D, subject to adjustment. The transaction has been approved by the board of directors of both companies.

The merger is expected to close in the third quarter of 2021, subject to the approval of the stockholders of each company, as well as other closing conditions, including among other things, the registration statement covering the shares to be issued in the merger being declared effective by the Securities and Exchange Commission, and the shares to be issued in the merger being approved for listing on Nasdaq. The Merger Agreement may be terminated by the parties under certain circumstances.

Organization

Following the merger, Rob Chang, Chief Executive Officer of Gryphon will be appointed to serve as the post-merger combined company's chief executive officer. The board of directors for the post-merger combined company will be comprised of seven directors, including two members from Sphere 3D's current board of directors.

About Gryphon Digital Mining Inc.

Gryphon Digital Mining is an innovative venture in the cryptocurrency space dedicated to helping bring digital assets onto the clean energy grid. With a talented leadership team coming from brands like Netflix, Disney, Facebook, Google, and Cantor Fitzgerald, the Company is assembling experts from across the globe to improve digital asset network infrastructure. Its Bitcoin mining operation has a zero-carbon footprint and the company's long-term strategy is to be the first vertically integrated crypto miner with a wholly-owned, 100 percent renewable energy supply. Notable investors include Addison Rae, Griffin Johnson, Bryant Eslava, The Rae Family, and SwagBoyQ . Further information is available at https://gryphondigitalmining.com/.

About Sphere 3D Corp.

Sphere 3D Corp. (NASDAQ: ANY) has a portfolio of brands, including HVE ConneXions, UCX ConneXions and SnapServer®, dedicated to helping customers achieve their IT goals. For more information on Sphere 3D, please visit www.sphere3d.com.

Important Additional Information Will be Filed with the SEC

In connection with the proposed transaction between Sphere 3D and Gryphon, the parties intend to file a registration statement on Form F-4 (the "Registration Statement"), which will include a preliminary proxy statement of Sphere 3D and a prospectus in connection with the merger. The definitive proxy statement/prospectus and other relevant documents will be mailed to shareholders of Sphere 3D as of a record date to be established for voting on the merger. Stockholders of Sphere 3D and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, the definitive proxy statement/prospectus in connection with Sphere 3D's solicitation of proxies for the special meeting to be held to approve the merger, and other documents filed with the SEC by Sphere 3D and Gryphon, because these documents will contain important information about Sphere 3D, Gryphon, and the merger. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, by directing a request to: 895 Don Mills Road, Bldg. 2, Suite 900, Toronto, Ontario, M3C1W3, Canada. These documents, once available, and Sphere 3Ds annual and other reports and proxy statements filed with the SEC can also be obtained, without charge, at the SEC's internet site (http://www.sec.gov).

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed merger or an offer to sell, the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

Participants in the Solicitation

Sphere 3D, and its directors, executive officers, other members of management and employees and Gryphon, and its directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Sphere 3D in connection with the proposed merger. A list of the names of those directors and executive officers and a description of their interests in Sphere 3D will be included in the proxy statement/prospectus for the proposed merger and will be available at www.sec.gov free of charge. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed merger when available.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended. These forward-looking statements are typically identified by terms and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," or similar expressions.

These forward-looking statements include references to assumptions and relate to the future prospects, developments, and business strategies of Gryphon and Sphere 3D. These forward-looking statements are largely based on the current expectations and projections about future events and trends that are expected to affect the financial condition, results of operations, business strategy, and short-term and long-term business operations and objectives of Gryphon and Sphere 3D. Forward-looking statements contained in this press release include, but are not limited to, statements concerning the following: (i) the anticipated benefits of the merger transaction; (ii) the current and future build out and acquisition plans of Gryphon and Sphere 3D; (iii) expected mining capacity in the future; (iv) the proposed merger and other contemplated transactions (including statements relating to satisfaction of the conditions to and consummation of the proposed merger, the expected ownership of the combined company and the ability of the combined company to raise additional capital to complete bitcoin mining programs and opportunities relating to or resulting from the merger),  (v) the nature, potential approval and commercial success of the combined company and its planned bitcoin mining operations; and (vi) other statements about the business plans, business strategies and operations of the combined company in the future.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger transaction or delay in the closing of the merger transaction, including the failure of Sphere 3D's stockholders to adopt the merger agreement and approve related issuances of its securities; (ii) the ability to recognize the anticipated objectives and benefits, including any tax benefits, of the proposed merger transaction; (iii) changes in applicable laws, regulations or permits affecting Gryphon and Sphere 3D's operations or the industries in which each operate, including regulation of cryptocurrency; (iv) risks related to failure to obtain adequate financing on a timely basis and on acceptable terms with regard to growth strategies or operations; (v) fluctuations in the market pricing of cryptocurrencies; (vi) loss of public confidence in cryptocurrencies; (vii) the potential of cybercrime, money laundering, malware infections and phishing, and the costs associated with such issues; (viii) the potential of cryptocurrency market manipulation; (ix) the economics of mining cryptocurrency, including as to variables or factors affecting the cost, efficiency and profitability of mining; (x) the availability, delivery schedule and cost of equipment necessary to grow the business and operations of Gryphon, including mining equipment, (xi) the possibility that the combined company may be adversely affected by other economic, business or competitive factors, including factors affecting the industries in which they operate or upon which they rely and are dependent; (xii) an inability to expand successfully to  new facilities, mine other cryptocurrencies or otherwise expand the business; (xiii) changes in tax regulations applicable to Gryphon or Sphere 3D or their respective assets; (xiv) any potential litigation involving either or both of Gryphon or Sphere 3D; (xv) costs and expenses relating to cryptocurrency transaction fees and fluctuation in cryptocurrency transaction fees; (xvi) other risks and uncertainties related to the business plan, business strategy, acquisition strategy and buildout strategy of Gryphon and Sphere 3D; (xvii) risks related to Sphere 3D' ability to correctly estimate and manage its operating expenses and its expenses associated with the proposed merger pending closing; (xviii) the cash balances of the combined company following the closing of the merger; (xix) the ability of Sphere 3D to remain listed on the Nasdaq Capital Market; (xx) the risk that as a result of adjustments to the exchange ratio, Sphere 3D shareholders or Gryphon stockholders could own more or less of the combined company than is currently anticipated; (xxi) the potential economic fallout resulting from the COVID-19 outbreak; and (xxii) the risks, uncertainties, and other factors detailed from time to time in Sphere 3D's reports filed or furnished with the U.S. Securities and Exchange Commission. The actual results, performance, or achievements of Gryphon and Sphere 3D could differ materially from the results expressed in, or implied by, any forward-looking statements.

In addition, the forward-looking statements included in this press release represent Sphere 3D and Gryphon's views as of the date hereof. Sphere 3D and Gryphon anticipate that subsequent events and developments will cause their respective views to change. However, while Sphere 3D and Gryphon may elect to update these forward-looking statements at some point in the future, Sphere 3D and Gryphon specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Sphere 3D' or Gryphon's views as of any date subsequent to the date hereof.

Investor Contacts
Sphere 3D Corp
Kurt Kalbfleisch
+1-858-495-4211
[email protected]

Gryphon Digital Mining Inc.
Rob Chang
(877) MINE-ESG
(877) 646-3374
[email protected]

SOURCE Gryphon Digital Mining Inc.