NEW YORK, July 15, 2021 /PRNewswire/
-- Gryphon Digital Mining ("Gryphon", "Gryphon Mining" or the
"Company"), which previously announced it's Agreement and Plan of
Merger Agreement with Sphere 3D (Nasdaq: ANY), today announced it
has engaged top mining industry technical expert, Chris Ensey, who formerly led Riot Blockchain
and has a history of working with major bitcoin miners. Mr.
Ensey carries a long list of technical achievements, including an
impressive background in cybersecurity and data protection.
Mr. Ensey is a product visionary and tech executive with a
breadth of experience across the cybersecurity, cloud computing,
and blockchain industries. His established track record includes
accelerating company growth, productization and driving operational
efficiency. As a former CEO and COO, Mr. Ensey has capitalized
companies, executed corporate restructuring, and navigated a broad
array of regulatory environments. He brings to Gryphon pedigreed
technical expertise in crypto mining from his recent positions as
the former CEO of Riot Blockchain and leading a consulting group
that developed mining operations of over 100 MW in the U.S.
"I am honored to be working with Gryphon Digital Mining at such
a critical time for the digital asset industry, where we are in the
spotlight to be able to prove that the rapid growth of blockchain
network demand can be met in a sustainable way. I look forward to
assisting Gryphon with meeting the industry's needs so we can rise
to the occasion," said Chris Ensey,
Gryphon's most recent addition in a significant line of blue chip
executives and appointments of blockchain industry leaders.
Rob Chang, CEO of Gryphon, added,
"We are delighted to add one of cryptocurrency mining's most
experienced technical experts to the team. After observing Chris'
best in class talent first hand as his colleague at Riot, I am
thrilled at the opportunity to re-create our success at
Gryphon."
The addition of Mr. Ensey represents another major milestone in
Gryphon's rapid growth towards becoming the industry leader in
renewable bitcoin mining. The addition of Mr. Ensey is considerably
important as Gryphon demonstrates its ability to develop low-cost
technical solutions for the digital asset industry while
maintaining its focus on becoming a market leader by providing zero
carbon emitting, reliable mining infrastructure.
To learn more about Gryphon, please
visit https://gryphondigitalmining.com/.
About Gryphon Digital Mining
Gryphon Digital Mining is a Bitcoin mining operation with
zero carbon footprint. Gryphon's long-term strategy is to be the
first vertically integrated crypto miner with a wholly-owned, 100
percent renewable energy supply. Gryphon provides reliable,
low-cost hydro-electric powered mining with plans to expand to
other renewables such as nuclear, wind, and solar power to lower
mining's impact on the environment. Gryphon Digital Mining has
entered into an Agreement and Plan of Merger with Sphere 3D
(Nasdaq: ANY) through which Gryphon shareholders are expected to
become shareholders of Sphere 3D, and the merged company would
continue to trade on Nasdaq, subject to shareholder and regulatory
approvals.
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 expectation that
Gryphon will be able to raise the capital necessary to finance the
purchase of the bitcoin miners from Bitmain, (ii) the expectation
that Gryphon will and Bitmain will satisfy the conditions and
requirements of the purchase agreement with Bitmain such that
Gryphon will receive delivery of the bitcoin miners from Bitmain,
(iii) the anticipated benefits of the merger transaction with
Sphere 3D; (iv) the current and future build out and acquisition
plans of Gryphon and Sphere 3D; (v) expected mining capacity in the
future; (vi) 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), (vii) the nature, potential approval and commercial
success of the combined company and its planned bitcoin mining
operations; and (viii) 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 inability of Gryphon to successfully raise the capital
necessary to pay the purchase price for the bitcoin miners to
Bitmain, (ii) 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;
(iii) the ability to recognize the anticipated objectives and
benefits, including any tax benefits, of the proposed merger
transaction; (iv) 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; (v) 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; (vii) loss of public confidence in
cryptocurrencies; (viii) the potential of cybercrime, money
laundering, malware infections and phishing, and the costs
associated with such issues; (ix) the potential of cryptocurrency
market manipulation; (x) the economics of mining cryptocurrency,
including as to variables or factors affecting the cost, efficiency
and profitability of mining; (xi) the availability, delivery
schedule and cost of equipment necessary to grow the business and
operations of Gryphon, including mining equipment, (xii) 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; (xiii) an inability to expand successfully
to new facilities, mine other cryptocurrencies or otherwise
expand the business; (xiv) changes in tax regulations applicable to
Gryphon or Sphere 3D or their respective assets; (xv) any potential
litigation involving either or both of Gryphon or Sphere 3D; (xvi)
costs and expenses relating to cryptocurrency transaction fees and
fluctuation in cryptocurrency transaction fees; (xvii) other risks
and uncertainties related to the business plan, business strategy,
acquisition strategy and buildout strategy of Gryphon and Sphere
3D; (xviii) risks related to Sphere 3D' ability to correctly
estimate and manage its operating expenses and its expenses
associated with the proposed merger pending closing; (xix) the cash
balances of the combined company following the closing of the
merger; (xx) the ability of Sphere 3D to remain listed on the
Nasdaq Capital Market; (xxi) 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; (xxii) the potential economic
fallout resulting from the COVID-19 outbreak; and (xxiii) 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.
COMPANY CONTACT: media@gryphonmining.com
MEDIA CONTACT: gryphon@transformgroup.com
INVESTOR CONTACT:
Name: Rob Chang
Company: Gryphon Digital Mining
Phone Number: (877) MINE-ESG
(877) 646-3374
Email: invest@gryphonmining.com
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SOURCE Gryphon Digital Mining