Gryphon Digital Mining, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share GRYP The Nasdaq Stock Mar
• $24.0 million — by the Purchaser to the Vendors is CAD $24.0 million (the "Cash Consideration"), subject to
• $200,000 — the Company paid a cash deposit of CAD $200,000 to Captus GP for the benefit of the Ven
• $1.0 million — urchaser will pay a cash deposit of CAD $1.0 million to Captus GP for the benefit of the Ven
• $2,000,000 — on's assets for a purchase price of CAD $2,000,000, subject to certain adjustments as prov
• $156,000 — entitled to 12 MW of power at a cost of $156,000 per month, as well as certain other fee
• $1,200,000 — provider, in each case in the amount of $1,200,000. The Blockfusion Agreement has a term o
• $23.50 — MW of power at a cost of approximately $23.50 per MW/hour paid monthly with a minimum
• $165,521 — hly with a minimum fee of approximately $165,521 per month, as well as certain other fee

Filing Documents

• ea0226919-8k_gryphon.htm (8-K) — 50KB
• ea022691901ex2-1_gryphon.htm (EX-2.1) — 336KB
• ea022691901ex10-1_gryphon.htm (EX-10.1) — 725KB
• ea022691901ex10-2_gryphon.htm (EX-10.2) — 65KB
• ea022691901ex10-3_gryphon.htm (EX-10.3) — 151KB
• ea022691901ex10-4_gryphon.htm (EX-10.4) — 199KB
• ea022691901ex99-1_gryphon.htm (EX-99.1) — 25KB
• ea022691901ex99-2_gryphon.htm (EX-99.2) — 28KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• ex99-2_001.jpg (GRAPHIC) — 916KB
• ex99-2_002.jpg (GRAPHIC) — 1428KB
• ex99-2_003.jpg (GRAPHIC) — 565KB
• ex99-2_004.jpg (GRAPHIC) — 619KB
• ex99-2_005.jpg (GRAPHIC) — 591KB
• ex99-2_006.jpg (GRAPHIC) — 184KB
• ex99-2_007.jpg (GRAPHIC) — 553KB
• ex99-2_008.jpg (GRAPHIC) — 473KB
• ex99-2_009.jpg (GRAPHIC) — 695KB
• ex99-2_010.jpg (GRAPHIC) — 540KB
• ex99-2_011.jpg (GRAPHIC) — 799KB
• ex99-2_012.jpg (GRAPHIC) — 629KB
• ex99-2_013.jpg (GRAPHIC) — 138KB
• ex99-2_014.jpg (GRAPHIC) — 866KB
• ex99-2_015.jpg (GRAPHIC) — 641KB
• ex99-2_016.jpg (GRAPHIC) — 812KB
• 0001213900-25-002372.txt ( ) — 16447KB
• gryp-20241201.xsd (EX-101.SCH) — 3KB
• gryp-20241201_lab.xml (EX-101.LAB) — 33KB
• gryp-20241201_pre.xml (EX-101.PRE) — 22KB
• ea0226919-8k_gryphon_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Captus Acquisition Gryphon Digital Mining, Inc. (the "Company") and 2670786 Alberta Ltd., a Canadian corporation and a wholly-owned subsidiary of the Company (the "Purchaser"), entered into a Share and Unit Purchase Agreement (the "Captus Agreement"), dated as of January 8, 2024, with BTG Energy Corp., a Canadian corporation ("BTG Energy"), BTG Power Corp., a Canadian corporation ("BTG Power") and West Lake Energy Corp., a Canadian corporation ("West Lake," and together with BTG Energy and BTG Power, the "Vendors"). Pursuant to the Captus Agreement, the Purchaser will acquire from the Vendors all of the issued and outstanding shares or units, as applicable, of (i) Captus Generation Ltd. ("Captus GP") and BowArk Energy Ltd., each a Canadian corporation, and (ii) Captus General Limited Partnership, a Canadian limited partnership. The aggregate consideration payable by the Purchaser to the Vendors is CAD $24.0 million (the "Cash Consideration"), subject to adjustment in accordance with the terms of the Captus Agreement. In November 2024, the Company paid a cash deposit of CAD $200,000 to Captus GP for the benefit of the Vendors (the "LOI Cash Deposit"). Within two business days of the date of the Captus Agreement, the Purchaser will pay a cash deposit of CAD $1.0 million to Captus GP for the benefit of the Vendors (the "Signing Cash Deposit," and together with the LOI Cash Deposit, the "Cash Deposits"). The Cash Deposits may be applied towards the payment of the Cash Consideration in accordance with the terms of the Captus Agreement, and the remainder of the Cash Consideration will be paid by the Purchaser upon closing. The transaction remains subject to certain conditions, including the transfer and assignment of certain agreements from the Vendors to the Purchaser. Pending approval by the Alberta Energy Regulator, BTG Energy and West Lake will hold certain well, pipeline and facility licenses in trust for an

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities The information in Item 1.01 above under the caption " Captus Acquisition " is incorporated by reference as if set forth in this Item 3.02. 2

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 10, 2025, the Company issued a press release announcing the Captus Agreement (the "Press Release"). On January 10, 2025, the Company published an updated investor presentation to its website (the "Investor Presentation"). The Company may use the Investor Presentation, possibly with modifications, in presentations from time to time thereafter to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business. A copy of the Press Release and Investor Presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Set forth below is a list of Exhibits included as part of this Current Report. 2.1* Asset Purchase and Sale Agreement, dated as of December 9, 2024, between the Company and Erikson National Energy Inc. 10.1* Share and Unit Purchase Agreement, dated January 8, 2025, between the Company and BTG Energy Corp., BTG Power Corp., West Lake Energy Corp. and 2670786 Alberta Ltd. 10.2 Form of Restricted Stock Grant 10.3^ Co-Location Mining Services Agreement, dated December 1, 2024, between the Company and Blockfusion USA, Inc. 10.4* Master Co-Location Agreement, dated January 3, 2025, between the Company and Mawson Hosting LLC 99.1 Press Release, dated January 10, 2025 99.2 Investor Presentation, dated January 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. ^ Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not material and (ii) would be competitively harmful if publicly disclosed. 3 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRYPHON DIGITAL MINING, INC. Date: January 10, 2025 By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer 4

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