Benzinga | Jun 4, 2021 11:03AM EDT

Sphere 3D Corp., Gryphon Digital Mining Announce Merger Agreement

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.