Mr. Joel Block reports

CATHEDRA BITCOIN RECEIVES FINAL COURT APPROVAL FOR SPHERE 3D COMBINATION; TRANSACTION EXPECTED TO CLOSE JUNE 1, 2026

Cathedra Bitcoin Inc., further to the company's news releases dated March 5, 2026, May 4, 2026, and May 15, 2026, has obtained a final order from the Supreme Court of British Columbia approving the statutory plan of arrangement with Sphere 3D Corp. The final order represents the last major approval required to complete the transaction.

Cathedra securityholders approved the transaction with 99.95 per cent of votes cast in favour at the special meeting held on May 15, 2026; a level of support management views as a strong endorsement of the strategic rationale for the combination.

The transaction is expected to close on June 1, 2026, subject to the satisfaction or waiver of certain other customary closing conditions. The company has applied to the TSX Venture Exchange to delist its subordinate voting shares from trading on the TSX-V following the closing of the transaction. Cathedra expects to request that trading in its subordinate voting shares be halted after market close on Friday, May 29, 2026.

Further details regarding the transaction are set out in the management information circular of Cathedra dated April 2, 2026, which is available on SEDAR+ under Cathedra's issuer profile.

Upon closing, Cathedra will become a wholly owned subsidiary of Sphere, and the combined company's shares will continue to trade on the Nasdaq Capital Market under the symbol ANY. The combination brings together Cathedra's portfolio of owned and operated power infrastructure across the TVA service territory with Sphere's Nasdaq listing, capital markets access and additional infrastructure assets in Iowa; positioning the combined company to pursue the scalable, modular deployment of compute infrastructure across North America. The combined company will be led by Joel Block as chief executive officer and Kurt Kalbfleisch as chief financial officer.

"Receiving the final order clears the path to completing a transaction that fundamentally repositions both companies for the next chapter of digital infrastructure," said Mr. Block. "We are grateful for the overwhelming support of our securityholders. The combined company will operate a multiregion power infrastructure base and is led by a team built specifically for the structurally complex deals defining this cycle, with a long track record of building and growing businesses in dynamic and constantly changing environments."

About Cathedra Bitcoin Inc.

Cathedra develops and operates power and digital infrastructure assets across North America, with an energy-first strategy focused on low-cost power and operational efficiency. The company hosts bitcoin mining clients across its portfolio of four data centers (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 subordinate voting shares trade on the TSX Venture Exchange under the symbol CBIT and in the OTC market under the symbol CBTTF.

About Sphere 3D Corp.

Sphere 3D Corp. (Nasdaq: ANY) operates digital infrastructure assets, including an operating site in Iowa, and is publicly traded on the Nasdaq Capital Market. Following the closing of the transaction with Cathedra Bitcoin Inc., the combined company will operate a multiregion power infrastructure portfolio across the TVA service territory and the Midwest, with strategic focus on the deployment of modular compute infrastructure for AI, high-performance computing and digital asset workloads.

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