Gryphon Digital Mining : Quarterly Investor Presentation

Nasdaq: GRYP

May 2024

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.

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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.

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Mission Statement

To create a financially

nimble, highly profitable,

and environmentally

responsible bitcoin miner

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InvestmentTarget CapitalizationHighlights

Creating an industry leader in bitcoin mining.

Size & Scale		Leadership Team		ESG

• 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*

• 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

• 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

*The Company defines Breakeven cost per Bitcoin as (a) Cost of Revenues (excluding depreciation) divided by (b) total bitcoin generated and received from the hashrate contributed to the mining pool operator. See Appendix: Non-GAAP Reconciliations.

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ManagementTarget CapitalizationTeam

Industry leading management team

Rob Chang

CEO & Director

• 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)

	Sim Salzman			Chris Ensey
	CFO			Chief Technical Advisor
• Former CFO, Marathon Digital	• Former CEO and COO, Riot
Holdings		Blockchain
• Oversaw market cap growth	• Former CTO, BlueVoyant
from $500 million to $8 billion	• Former COO and Founder,
over 12 months		Dunbar Cybersecurity
• Former CFO, Las Vegas	• Former Principal Security
Monorail Company		Strategist & Associate
• Former Senior Auditor, BDO &		Director, IBM
RSM

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BoardTargetofCapitalizationDirectors

Compelling Pedigreed Leadership

Brittany Kaiser

Chair of the Board

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 nnovation for Wyoming

Keynote speaker on blockchain, data

• privacy for governments, corporate training & universities

	Steven Gutterman			Heather Cox
	Independent Director			Independent Director
• CEO, Falcon International, one of	• Member of the Board of Directors,
the largest private cannabis		NRG Energy
companies in California	• Former Chief Digital Health and
• Former COO & EVP, E*Trade Bank		Analytics Officer, Humana
and other senior roles at E*Trade	• Former Chief Technology and
Financial		Digital Officer, USAA
• Former President of Harvest Health	• Former CEO of Citi FinTech,
& Recreation Inc., which was		Citigroup
acquired for $2.1 billion

Jessica Billingsley

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

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TargetCompanyCapitalizationOverview - History

Substantial Growth in Just Over 3 Short Years

Jan/Feb/

Apr/May/

Feb 9, 2024: Merger with Akerna Closed.

				April 2021:
				Purchased
	October			7,200 S19j
	2020:			Pro miners
	Company			from Bitmain
	Founded

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 operations1

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

Jun/Aug/

Sept/Oct/ Nov 2023: Gryphon ranks at or tied for first in bitcoin efficiency vs. publicly disclosing peers

Nasdaq:

GRYP

1 Royalty partner 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.

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LocationTrget -Capitalization28MWHydro-Powered Energy

Partnering with one of the largest digital currency data centers in

the world

• Hydro-poweredhost 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

*LTM As at Mar 31, 2024. See Appendix: Non-GAAP Reconciliation.

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"AllTarget-In"Costapitalization-per-Coin*

An Industry Leader in Cost per Coin Post Halving

•

•

•

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***

															$77,557
$70,000													$63,535	$66,148
$60,000											$56,678	$58,716
		$53,467			$52,687	$53,957	$54,133	$54,262
				$49,688
$50,000
	$43,630	$43,856	$44,989	$45,014
$40,000	$37,149
$30,000
$20,000
$10,000
$0	BTDR	CLSK	RIOT	Gryphon	BTBT	CIFR	HUT	WULF	CORZ	HIVE	IREN	BITF	MARA	SDIG	ARBK
				(LTM)
						"All-in" Cost Per Coin	Average (ex-Gryphon)

• 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 Expense 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%.

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