Mr. Joel Block reports

CATHEDRA BITCOIN AND SPHERE3D ANNOUNCE BUSINESS COMBINATION

Cathedra Bitcoin Inc. and Sphere 3D Corp. have entered into a definitive agreement to combine in an all-stock transaction, which is expected to create a next-generation high-density computing power infrastructure company focused on high performance compute, digital assets, energy optimization, and development of power and infrastructure. The combined company will bring together Sphere's established capital markets access, including its Nasdaq Stock Market listing, strong balance sheet, liquidity and efficient fleet of miners, with Cathedra's robust energy portfolio, proven infrastructure development expertise, bitcoin mining operations, energy-first site selection strategy and disciplined capital allocation. The strategic combination is expected to enable near-term vertical integration, positioning the combined company to accelerate scalable, high-efficiency deployment across North America by leveraging a focus on low-cost power, operational efficiency, and long-term shareholder value creation. Under the terms of the definitive arrangement agreement, entered into on March 5, 2026, Sphere has agreed to acquire all of the issued and outstanding shares of Cathedra, subject to customary closing conditions, including regulatory, court and shareholder approvals, such that upon consummation of the transaction, Cathedra will be a wholly owned subsidiary of Sphere.

Upon completion of the transaction, Cathedra securityholders will receive common shares of Sphere and/or securities exercisable or convertible into Sphere common shares totalling approximately 49 per cent of all of the issued and outstanding share capital of Sphere immediately following closing on a partially diluted basis. The combined company is expected to retain Sphere's name and listing on Nasdaq under the symbol ANY.

"We are thrilled to unite Cathedra with Sphere in this transformative transaction," remarked Joel Block, chief executive officer of Cathedra and expected CEO of the combined company. "The Sphere team has navigated a challenging period in bitcoin mining with exceptional discipline, emerging with a strong balance sheet and a highly efficient fleet of mining machines. By combining our existing data centre portfolio, development capabilities and operational expertise with Sphere's established public market access and asset base, I believe we are creating a vertically integrated powerhouse. When I joined Cathedra, our priorities were clear: reduce debt, build more data facilities and improve access to the public markets. This business combination addresses these objectives and allows management to focus on building a category defining company in this new space of high-density computing infrastructure in the United States. We expect that this business combination will deliver immediate scale, enhance operational efficiency, improve profitability, while accelerating our growth strategy. With an ambitious and now significantly accelerated road map, we plan to rapidly expand power capacity, execute disciplined development across diversified, low-cost energy sites, optimize operations and pursue high performance computing opportunities alongside bitcoin mining. With greater scale, liquidity and vertical integration, we believe we will be positioned to capture significant upside in the evolving digital infrastructure landscape."

"This transaction represents an important milestone for Sphere," said Kurt Kalbfleisch, chief executive officer and chief financial officer of Sphere. "Combining our platform and strong balance sheet with Cathedra's energy assets and disciplined, energy-first operating model, we can create a uniquely powerful, vertically integrated platform. On completion of the transaction, we expect to be exceptionally well positioned to scale, drive operational efficiencies, seize high performance compute opportunities and deliver compelling long-term value."

Expected strategic benefits:

• Improved scale and expanded U.S. operating footprint: The combined company expects to initially own and operate a portfolio of 53 megawatts (MW) of power capacity across five data centres in Iowa, Kentucky and Tennessee.
• Platform expansion into high performance compute: With growing demand for compute-intensive workloads, the combined company intends to evaluate selective expansion into adjacent high performance compute and AI (artificial intelligence) infrastructure opportunities, leveraging existing power relationships and site capabilities with the goal of maximizing the value of its electrons. This expanded operating scale expects to improve profitability, spreading fixed overhead costs over a larger revenue and asset base.
• Diversified revenue streams across proprietary mining and hosting services: The integration of Sphere's mining machine fleet with Cathedra's data centre operations would diversify the combined company's revenue streams across proprietary mining and hosting services, offering exposure to high-upside, volatile mining economics with expected downside protection via fixed-margin hosting contracts with third parties.
• Strong growth prospects through scalable development model and access to capital: With Cathedra's low-cost development model and infrastructure-first approach, coupled with Sphere's capital markets expertise and access to liquidity, the combined company expects to capitalize on a robust pipeline of over 100 MW of potential expansion opportunities to further expand its portfolio of infrastructure assets. In the past six months, Cathedra's new leadership team has successfully increased its power capacity by 50 per cent on line and developed a robust pipeline.
• Experienced leadership team with strategic vision: Mr. Block will assume the role of CEO of the combined company and join the board of directors. Mr. Block brings extensive experience in both private and public capital markets, and operating in the data centre and bitcoin mining arena. Mr. Kalbfleisch will resign as CEO and remain in his current role as CFO and join the board of directors of the combined company, contributing over two decades of executive leadership experience at multiple Nasdaq-listed companies. Other key members from Sphere and Cathedra are expected to remain in key roles as the combined company looks to execute on a robust growth and development plan.

Upon completion of the transaction, the combined company's bitcoin mining operations and balance sheet are expected to include:

• Managed power capacity of 53 MW at five data centres across three U.S. states, including data centres owned by the combined company and those leased from and/or operated by third parties;
• 1.2 exahashes per second (EH/s) of installed proprietary mining hash rate across data centres owned by the combined company and third party hosting providers.

Board and management

Upon closing of the transaction and subject to applicable approvals, the combined company's board of directors and management team are expected to consist of individuals as detailed in the attached table.

The combined company will be led by a seasoned management team and supported by a strong board of directors with deep expertise in bitcoin mining, digital infrastructure, energy optimization and capital markets. Mr. Block, the current CEO of Cathedra, brings more than 20 years of executive experience in operations, sales, capital markets and finance. Mr. Kalbfleisch, the current CEO and CFO of Sphere, has guided the company through industry volatility since 2014, first as CFO and then as CEO. The board will feature experienced independent directors: Tim Hanley, a Sphere director and veteran business executive with deep accounting expertise; Marcus Dent, a current Cathedra director and thought leader in the bitcoin industry; and Nicholas Gates, managing director at Priority Power Management, an Arlington, Tex.-based leader in energy management, procurement and infrastructure development. Together, Mr. Dent, Mr. Hanley and Mr. Gates will serve as independent directors, focused on robust governance, diverse strategic perspectives and focused execution.

Additional transaction details

Pursuant to the terms of the agreement, Cathedra will amalgamate with S3D Acquisition Corp., a wholly owned subsidiary of Sphere formed to complete the transaction. Holders of Cathedra subordinate voting (SV) shares will receive 0.123014 of a Sphere common share for each Cathedra SV share held and holders of Cathedra multiple voting (MV) shares will receive 12.3014 Sphere common shares for each Cathedra MV share held, which provide economically equivalent consideration for both classes of shares. Cathedra's outstanding warrants, stock options and certain restricted share units will be exchanged for corresponding Sphere securities in accordance with the applicable exchange ratio. The remaining restricted share units will fully vest immediately prior to closing and the holders thereof will receive Sphere common shares in accordance with the applicable exchange ratio. In addition, certain key Cathedra shareholders will be subject to a 7-per-cent postclosing ownership cap, with any consideration that would otherwise exceed such cap to be received in a new series of Sphere non-voting preferred shares having equivalent economic value.

The transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the following approvals: (i) the approval of the British Columbia Supreme Court; (ii) the approval by 66-2/3rds per cent of the votes cast by holders of Cathedra SV shares and Cathedra MV shares, voting as a single class, at a meeting of Cathedra's securityholders; (iii) the approval by 66-2/3rds per cent of the votes cast by holders of Cathedra SV shares, Cathedra MV shares, Cathedra warrants, Cathedra stock options and Cathedra restricted share units, voting as a single class, at the meeting; and (iv) the approval of a simple majority of the votes cast by Sphere shareholders at a meeting of Sphere shareholders.

An information circular or proxy statement detailing the terms and conditions of the transaction will be mailed to the Cathedra shareholders and Sphere shareholders, respectively, in connection with their respective meetings. All shareholders are urged to read the applicable disclosure document once available, as it will contain important additional information concerning the transaction.

The agreement includes standard deal protection provisions, including non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature, along with a reciprocal termination fee payable in certain circumstances. The completion of the transaction remains subject to customary conditions, including receipt of all necessary court, shareholder and regulatory approvals.

Board recommendations and voting support

Each of the board of directors of Cathedra and Sphere have unanimously approved the transaction, and each board of directors recommends that its respective shareholders vote in favour of the transaction at the applicable meeting.

Directors and officers of Cathedra beneficially owning an aggregate number of Cathedra SV shares and Cathedra MV shares, representing approximately 70 per cent of the currently outstanding Cathedra SV shares and Cathedra MV shares combined, have entered into customary support agreements with Sphere to vote their shares in favour of the transaction at the Cathedra meeting. Directors and officers of Sphere, holding an aggregate number of Sphere common shares representing approximately 3 per cent of the currently outstanding Sphere common shares, have entered into customary support agreements with Cathedra to vote their shares in favour of the transaction at the Sphere meeting.

Stock exchange listing and SEDAR+

If the transaction is completed, the Cathedra SV shares will be delisted from the TSX Venture Exchange, and the OTCQB and the Sphere shares are expected to continue trading on Nasdaq under the ticker ANY. A copy of the agreement will be available through Cathedra's and Sphere's filings with the applicable securities regulatory authorities on SEDAR+ and EDGAR, respectively.

Advisers and counsel

Dumoulin Black LLP is acting as Canadian legal counsel to Cathedra and Greenberg Traurig LLP is acting as U.S. legal counsel to Cathedra. Evans & Evans Inc. was the fairness opinion provider to Cathedra on this transaction.

Second Gate Advisory LLC is acting as strategic adviser to Sphere, Meretsky Law Firm is acting as Canadian legal counsel to Sphere and Pryor Cashman LLP is acting as U.S. legal counsel to Sphere. Rosenblatt Securities was the fairness opinion provider to Sphere 3D on this transaction.

Amendment to employment agreement

In connection with the transaction, Cathedra and Mr. Block have mutually agreed to amend Mr. Block's employment agreement to restructure his existing transaction bonus. The amended bonus of $1.6-million (U.S.) will be subject to the achievement of certain performance milestones of the combined company designed to promote the long-term success of the combined company and align management incentives with shareholder value creation.

About Cathedra Bitcoin Inc.

Cathedra Bitcoin develops and operates digital infrastructure assets across North America. Cathedra hosts bitcoin mining clients across its portfolio of four data centres (45 megawatts total) in Tennessee and Kentucky. Cathedra also operates a fleet of proprietary bitcoin mining machines at its own and third party data centres, producing approximately 400 petahashes per second (PH/s) of hash rate. Cathedra is headquartered in Vancouver, and its shares trade on the TSX Venture Exchange under the symbol CBIT and in the OTC (over-the-counter) market under the symbol CBTTF.

About Sphere 3D Corp.

Sphere 3D is a bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data centre operators. Sphere 3D is dedicated to increasing shareholder value.

We seek Safe Harbor.