Cathedra Bitcoin Inc. (TSXV:CBIT) (OTCQB:CBTTF) ("Cathedra"), a company that builds, develops and operates power infrastructure facilities for use in high density computing, and Sphere 3D Corp. (NASDAQ:ANY) ("Sphere" and together with Cathedra, the "Parties"), a bitcoin mining company, are pleased to announce that they 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 (the "Combined Company") will bring together Sphere's established capital markets access including its Nasdaq 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 (the "Agreement"), Sphere has agreed to acquire all of the issued and outstanding shares of Cathedra (the "Transaction"), 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 security holders will receive common shares of Sphere (the "Sphere Common Shares") and/or securities exercisable or convertible into Sphere Common Shares totaling approximately 49% 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".