Exhibit 99.1
Nasdaq: GRYP May 2024
www.GryphonDigitalMining.com Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of this Presentation has not been approved by any securities regulatory authority . Reliance on this Presentation for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested . This Presentation is not an admission document, prospectus or an advertisement and is being provided for information purposes only and does not constitute or form part of, and should not be construed as, an offer or invitation to sell or any solicitation of any offer to purchase or subscribe for any securities of the Company in Canada, the United States or any other jurisdiction . Neither this Presentation, nor any part of it nor anything contained or referred to in it, nor the fact of its distribution, should form the basis of or be relied on in connection with or act as an inducement in relation to a decision to purchase or subscribe for or enter into any contract or make any other commitment whatsoever in relation to any securities of the Company . No representation or warranty, express or implied, is given by or on behalf of the Company, its directors, officers and advisors or any other person as to the accuracy, sufficiency or completeness of the information or opinions contained in this Presentation and no liability whatsoever is accepted by the Company, its directors, officers or advisors or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith . Forward - Looking Statements Certain statements contained in this Presentation constitute “forward - looking information” or “forward - looking statements” (collectively, “forward - looking statements”) within the meaning of applicable Canadian and United States securities laws relating to, without limitation, expectations, intentions, plans and beliefs, including information as to the future events, results of operations and the Company’s future performance (both operational and financial) and business prospects . In certain cases, forward - looking statements can be identified by the use of words such as “expects”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “plans”, “seeks”, “projects” or variations of such words and phrases, or state that certain actions, events or results “may” or “will” be taken, occur or be achieved . Such forward - looking statements reflect the Company’s beliefs, estimates and opinions regarding its future growth, results of operations, results of litigation, future performance (both operational and financial), and business prospects and opportunities at the time such statements are made, and the Company undertakes no obligation to update forward - looking statements if these beliefs, estimates and opinions or circumstances should change . Forward - looking statements are necessarily based upon a number of estimates and assumptions made by the Company that are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies . Forward - looking statements are not guarantees of future performance . In particular, this Presentation contains forward - looking statements pertaining, but not limited, to : expectations regarding the price of bitcoin and sensitivity to changes in such prices ; industry conditions and outlook pertaining to the bitcoin and cryptocurrency market ; expectations respecting future competitive conditions ; expectations regarding future government regulation, industry activity levels ; beliefs about future power rates based upon historical rates, and the Company’s objectives, strategies and competitive strengths . By their nature, forward - looking statements involve numerous current assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from those anticipated by the Company and described in the forward - looking statements . With respect to the forward - looking statements contained in this Presentation, assumptions have been made regarding, among other things : current and future prices for bitcoin ; future global economic and financial conditions ; current and future regulatory and legal regimes, demand for bitcoin and the product mix of such demand and levels of activity in the cryptocurrency finance markets and in such other areas in which the Company may operate, and supply and the product mix of such supply ; the accuracy and veracity of information and projections sourced from third parties respecting, among other things, current finance markets and proposed changes to those markets, supply and demand ; and, where applicable, each of those assumptions set forth in the footnotes provided herein in respect of particular forward - looking statements . 2
www.GryphonDigitalMining.com Disclaimer A number of factors, risks and uncertainties could cause results to differ materially from those anticipated and described herein including, among others : volatility in market prices and demand for bitcoin ; effects of competition and pricing pressures ; risks related to interest rate fluctuations and foreign exchange rate fluctuations ; changes in general economic, financial, market and business conditions in the industries in which bitcoin are used ; alternatives methods to cryptocurrency ; increases in power rates and changing demand for bitcoin ; potential conflicts of interests ; actual results differing materially from management estimates and assumptions . These and other risks and uncertainties are more fully described in the Company’s periodic filings with the SEC, including the Company’s Annual Report on Form 10 - K for the year ended December 31 , 2023 . You should not place undue reliance on these forward - looking statements, which are made only as of the date hereof or as of the dates indicated in the forward - looking statements . Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in its forward - looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended . There can be no assurance that forward - looking statements will materialize or prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements . The forward - looking statements contained in this Presentation are expressly qualified by this cautionary statement . Readers should not place undue reliance on forward - looking statements . These statements speak only as of the date of this Presentation . Except as may be required by law, the Company expressly disclaims any intention or obligation to revise or update any forward - looking statements or information whether as a result of new information, future events or otherwise . Trademarks This presentation includes trademarks of Gryphon, which are protected under applicable intellectual property laws and are the property of Gryphon or its subsidiaries . This presentation also includes other trademarks, trade names and service marks that are the property of their respective owners . Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks . 3
www.GryphonDigitalMining.com To create a financially nimble, highly profitable, and environmentally responsible bitcoin miner Mission Statement 4
www.GryphonDigitalMining.com Target Capitalization • Independently Certified 100% Renewable Energy Operation as one of the inaugural recipients of the Green Proofs for Bitcoin certification • 100% Renewable Energy Miner pursuing a negative carbon strategy with the acquisition of carbon offset credits and mining operations • CEO & Director, Rob Chang, previously served as CFO of Riot Blockchain and as MD at Cantor Fitzgerald • CFO, Sim Salzman, previously served as CFO of Marathon Digital Holdings • Chief Technical Advisor, Chris Ensey, is the former CEO & COO of Riot Blockchain and has developed over 100 MW in mining operations • Chairperson, Brittany Kaiser, globally - renowned expert in blockchain technology and digital assets • 0.94 exahash of self mining • Approx. $7.5M in value of BTC produced in Q1/24 based on an average price of $53,000 • LTM Breakeven Cost per BTC ~22,495/BTC* 5 Creating an industry leader in bitcoin mining. Size & Scale Leadership Team ESG Investment Highlights *The Company defines Breakeven cost per Bitcoin as (a) Cost of Revenues (excluding depreciation) divided by (b) total bitcoin ge nerated and received from the hashrate contributed to the mining pool operator. See Appendix: Non - GAAP Reconciliations. AB0
www.GryphonDigitalMining.com Target Capitalization • Former CFO, Riot Blockchain • Former Managing Director, Head of Metals & Mining Research, Cantor Fitzgerald • Current Board Member: Fission Uranium and Ur - Energy • Member: Young Presidents Organization (YPO) 6 Industry leading management team Rob Chang CEO & Director • Former CEO and COO, Riot Blockchain • Former CTO, BlueVoyant • Former COO and Founder, Dunbar Cybersecurity • Former Principal Security Strategist & Associate Director, IBM Chris Ensey Chief Technical Advisor Management Team • Former CFO, Marathon Digital Holdings • Oversaw market cap growth from $500 million to $8 billion over 12 months • Former CFO, Las Vegas Monorail Company • Former Senior Auditor, BDO & RSM Sim Salzman CFO AB0
www.GryphonDigitalMining.com Target Capitalization 7 Compelling Pedigreed Leadership • CEO, Falcon International, one of the largest private cannabis companies in California • Former COO & EVP, E*Trade Bank and other senior roles at E*Trade Financial • Former President of Harvest Health & Recreation Inc., which was acquired for $2.1 billion Steven Gutterman Independent Director • Member of the Board of Directors, Nu Energy & OARO • Former Founder, Chair of the Board, and CEO of Akerna • Inc. Top 100 Female Founder and Fortune’s Most Promising Woman Entrepreneur Heather Cox Independent Director Board of Directors • Globally renowned blockchain thought - leader, having co - authored 40 laws in the US to promote and protect blockchain businesses • Current Member of the Congressional Standing Committee on Blockchain, Fintech and Digital Innovation for Wyoming • Keynote speaker on blockchain, data & privacy for governments, corporate training & universities Brittany Kaiser Chair of the Board • Member of the Board of Directors, NRG Energy • Former Chief Digital Health and Analytics Officer, Humana • Former Chief Technology and Digital Officer, USAA • Former CEO of Citi FinTech, Citigroup Jessica Billingsley Independent Director
www.GryphonDigitalMining.com Target Capitalization October 2020 : Company Founded April 2021 : Purchased 7,200 S19j Pro miners from Bitmain June 2021 : Hosting agreement signed with CoinMint LLC for 23 MW of carbon - neutral energy August 2021 : Gryphon secures a 22.5% Net Operating Profit Royalty via management services fee with a third - party bitcoin miner on all of its blockchain operations 1 September 2021 : First machines deployed and generating bitcoin December 2022 : Gryphon achieves self mining hashrate of 0.72 EH/s Jan/Feb/ Mar/May/ Jul/Aug/ Sept/Nov/ Dec 2022 : Gryphon ranks at or tied for first in bitcoin efficiency vs. publicly disclosing peers January 2023 : Gryphon announces proposed merger with Akerna (KERN: Nasdaq) June 2023 : Gryphon expands self mining hashrate to 0.86 EH/s with acquisition of upgraded S19j Pro+ machines and expansion to 28 MW at CoinMint Jan/Feb/ Apr/May/ Jun/Aug/ Sept/Oct/ Nov 2023 : Gryphon ranks at or tied for first in bitcoin efficiency vs. publicly disclosing peers Feb 9, 2024 : Merger with Akerna Closed. Nasdaq: GRYP 8 Substantial Growth in Just Over 3 Short Years Company Overview - History 1 Royalty partner has purported to terminate this arrangement and has taken back possession of its blockchain operations. Gryph on is pursuing litigation to recover damages for breach of the agreement in the amount of $30 million and while Gryphon is confident it will prevail, no assurance can be given as to the timing, the res ult or the ability to recover damages.
www.GryphonDigitalMining.com Target Capitalization • Hydro - powered host in an economic opportunity zone • Direct cost pass - through with profit sharing model • $22,495/BTC cost* • Gryphon has secured 28 MW of power for its ~9,000 machines • Hosting and share structure reduces capital investment and financial risk 9 Partnering with one of the largest digital currency data centers in the world Location – 28 MW Hydro - Powered Energy *LTM As at Mar 31, 2024. See Appendix: Non - GAAP Reconciliation.
www.GryphonDigitalMining.com Target Capitalization • Gryphon’s cost per bitcoin produced post halving has historically ranked among the industry leaders • Calculated based on Cantor Fitzgerald Research Methodology** • Gryphon’s forecast “All - in” Cost - per - Coin would be $44,989/BTC post halving*** 10 An Industry Leader in Cost per Coin Post Halving “All - In” Cost - per - Coin* * Source: Cantor Fitzgerald Research, April 19, 2024, Gryphon cost as Q1/24 ** Cantor Fitzgerald Research that defines “All - In” Cost - per - Coin as Electricity Costs + (Cash OpEx+ Interest Expense + Lease E xpense Hosting/Ancillary Gross Profit) / Realized BTC per Day *** Gryphon’s forecast of an “All - In” cost would be similar to the “Breakeven Costs” as defined in the Appendix multiplied by 2x given the estimated Bitcoin earned post halving would decrease by 50%. $37,149 $43,630 $43,856 $44,989 $45,014 $49,688 $52,687 $53,957 $54,133 $54,262 $56,678 $58,716 $63,535 $66,148 $77,557 $53,467 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 BTDR CLSK RIOT Gryphon (LTM) BTBT CIFR HUT WULF CORZ HIVE IREN BITF MARA SDIG ARBK "All-in" Cost Per Coin Average (ex-Gryphon)
www.GryphonDigitalMining.com Target Capitalization • Gryphon is an industry leader in Bitcoin Efficiency, posting a market leading 43 BTC/EH in April 2024 • Gryphon has consistently placed at or near the top of these publicly available bitcoin efficiency scores • Top tier efficiency among all peers since inception and 1 st in 17 out of 31 months since operations commenced • At or tied for 1 st in six of the last 12 months • Superior performance driven by Gryphon’s experienced mining team in making key differentiated choices (location, hosting structure, etc . ) 11 Gryphon also outperforms peers in Bitcoin Efficiency* Leading Bitcoin Efficiency *Bitcoin Efficiency is a measure of the number of bitcoin generated per exahash of hashing power deployed Source: Company Reports GryphonPeer Average Peer Rank Sep-21 218 181 2 Oct-21 199 165 3 Nov-21 173 148 2 Dec-21 166 151 3 Jan-22 183 141 1 Feb-22 134 118 1 Mar-22 146 132 1 Apr-22 136 121 2 May-22 132 107 1 Jun-22 129 108 2 Jul-22 139 112 1 Aug-22 141 118 1 Sep-22 122 105 1 Oct-22 115 105 2 Nov-22 106 94 1 Dec-22 115 96 1 Jan-23 113 94 1 Feb-23 94 81 1 Mar-23 94 81 2 Apr-23 86 71 1 May-23 101 84 1 Jun-23 81 65 1 Jul-23 80 67 2 Aug-23 78 63 1 Sep-23 73 60 1 Oct-23 68 60 1 Nov-23 67 60 2 Dec-23 72 66 2 Jan-24 60 55 4 Feb-24 49 44 2 Mar-24 49 47 6
www.GryphonDigitalMining.com Target Capitalization • Gryphon had an agreement to manage all of Sphere 3 D’s blockchain operations for a five - year period • Gryphon had the right to earn 22 . 5 % of gross operating profit royalty from all of Sphere 3 D’s current and future blockchain operations through August 2026 • Sphere 3 D’s fully deployed 15 , 000 miners are expected to have over 1 . 5 Exahash and generate 940 BTC in 2024 based on current network hashrate* • Sphere has purported to terminate this arrangement and has taken back possession of its blockchain operations . Gryphon is pursuing litigation to recover damages for breach of the agreement in the amount of $ 30 million and while Gryphon is confident it will prevail, no assurance can be given as to the timing, the result or the ability to recover damages . 12 Litigation for Damages Pursuant to 22.5% MSA 22.5% MSA with Sphere 3D *Based on a network hashrate of 540 EH and assuming the network hashrate declines by 50 % post halving and recovering to pre - halving levels by November 2024
www.GryphonDigitalMining.com Target Capitalization • Certified 100% renewable energy operation heading into 2024 • Gryphon Digital Mining was among a select inaugural group of 5 miners to be awarded a “ Green Proofs for Bitcoin” certification • Certifications were issued to Bitcoin miners based on their clean energy use and contributions to grid stability via demand response • Developed in partnership with over 35 miners, NGOs, grid operators, and other energy and crypto market participants, its approach to scoring is aligned with best practices for sustainability leadership and to approaches to corporate ESG reporting • Full carbon emissions report for 2022 and 2023 published 13 Independently verified certification based on clean energy use Key Success Factor: Certified Renewable
www.GryphonDigitalMining.com Target Capitalization 14 2024E Gross Profit Sensitivity Analysis – Self Mining Only 1 1 Based on Company internal data * Gryphon Net Debt ~$16.9 million as of Mar 31, 2024 ** Post havening hashrate estimated to be 30% lower than beginning of the year. Bitcoin price forecast to be 1.5x opening pr ice at the beginning of the year six months after halvening BTC - USD $14,653,366 $60,000 $65,000 $70,000 $75,000 $80,000 $85,000 $90,000 $95,000 $100,000 $125,000 $150,000 400,000,000 $21,474,220 $23,348,167 $25,222,113 $27,096,059 $28,970,006 $30,843,952 $32,717,898 $34,591,845 $36,465,791 $45,835,523 $55,205,255 450,000,000 $18,364,753 $20,031,975 $21,699,197 $23,366,419 $25,033,641 $26,700,863 $28,368,085 $30,035,307 $31,702,529 $40,038,639 $48,374,749 500,000,000 $15,877,180 $17,379,022 $18,880,865 $20,382,707 $21,884,550 $23,386,392 $24,888,235 $26,390,077 $27,891,919 $35,401,132 $42,910,344 550,000,000 $13,841,893 $15,208,425 $16,574,956 $17,941,488 $19,308,020 $20,674,552 $22,041,084 $23,407,616 $24,774,148 $31,606,807 $38,439,467 600,000,000 $12,145,820 $13,399,593 $14,653,366 $15,907,139 $17,160,912 $18,414,686 $19,668,459 $20,922,232 $22,176,005 $28,444,871 $34,713,736 650,000,000 $10,710,681 $11,869,043 $13,027,405 $14,185,767 $15,344,129 $16,502,491 $17,660,853 $18,819,214 $19,977,576 $25,769,386 $31,561,195 700,000,000 $9,480,563 $10,557,143 $11,633,724 $12,710,305 $13,786,886 $14,863,467 $15,940,047 $17,016,628 $18,093,209 $23,476,113 $28,859,017 Global Hash Rate (TH/s)
Contact: james@haydenir.com Nasdaq: GRYP
www.GryphonDigitalMining.com Target Capitalization 16 Appendix: Non - GAAP Reconciliations Breakeven Costs (i.e.. Cost to mine one bitcoin) The Company defines Breakeven Cost per Bitcoin as (a) Cost of Revenues (excluding depreciation) divided by (b) total bitcoin gen erated and received from the hashrate contributed to the mining pool operator. The Company mined approximately 142 and 212 Bitcoin, respectively fo r the quarter ended March 31, 2024 and 2023, respectively. The breakeven analysis is an operational metric that does not take capital expenditures or financing mechanics into consideration. The calculation only considers direct operational costs, such as electricity and hosting. The m ini ng equipment was originally financed primarily through equity capital raises and cash flows resulting from the sale of bitcoin generating by m ini ng operations. Value of one mined bitcoin The Company defines Value of one mined bitcoin as total Mining Revenues divided by total Bitcoin mined during each respective ye ar. Trailing Twelve Months Q1/24 Q4/23 Q3/23 Q2/23 23,702,000 $ 7,490,000 $ 6,309,000 $ 4,940,000 $ 4,963,000 $ Mining Revenues 669 142 164 176 187 Bitcoin mined 35,429 $ 52,746 $ 38,470 $ 28,068 $ 26,540 $ Value of one mined bitcoin 15,562,000 $ 4,837,000 $ 3,920,000 $ 3,982,000 $ 2,823,000 $ Cost of Revenues (excluding depreciation) 23,262 $ 34,063 $ 23,902 $ 22,625 $ 15,096 $ Cost to mine one bitcoin 692 142 165 185 200 Total Bitcoin Equivalent Coins Generated (Total BTC Equiv)* 22,495 $ 34,063 $ 23,813 $ 21,501 $ 14,115 $ Breakeven of Total BTC Equiv
www.GryphonDigitalMining.com Target Capitalization 17 Appendix: Non - GAAP Reconciliations Adjusted EBITDA The Company defines adjusted EBITDA as (a) GAAP net income (loss) plus (b) adjustments to add back the impacts of (1) depreciation and amortization, (2) interest expense, (3) income tax expense (benefit) and (4) adjustments for non - cash and non - recurring items which currently include (i) stock compensation expense, (ii) change in fair value of notes payable and (iii) unr ealized (gain) loss on marketable equity securities. Three Months Ended March 31, 2024 2023 Reconciliation to Adjusted EBITDA: Net loss $ (11,744,000 ) $ (6,910,000 ) Exclude: Depreciation 3,247,000 3,981,000 Exclude: Interest expense 330,000 190,000 EBITDA (8,167,000 ) (2,739,000 ) Non-cash/non-recurring operating expenses: Exclude: Stock based compensation expense 208,000 (1,152,000 ) Exclude: Change in fair value of notes payable 9,638,000 8,189,000 Exclude: Unrealized (gain) loss on marketable equity securities 216,000 (63,000 ) Adjusted EBITDA $ 1,895,000 $ 4,235,000