MF Ventures, LLC

March 27, 2017 14:49 ET

Early Warning Report Issued Pursuant to NI 62-103

TORONTO, ONTARIO--(Marketwired - March 27, 2017) - This press release is being disseminated by MF Ventures, LLC ("MF Ventures"), as required by National Instrument 62-103 of the Canadian Securities Administrators in connection with the filing of an early warning report regarding the acquisition of common shares ("Common Shares") and warrants to purchase Common Shares of Sphere 3D Corp. ("Sphere 3D"). MF Ventures is an independent investment firm.

On March 24, 2017, MF Ventures and Sphere 3D entered into a purchase agreement (the "Purchase Agreement"), pursuant to which, for a total purchase price of US$999,999.88 (C$1,133,729.86 based on the Bank of Canada noon exchange rate of US$1 = C$1.3373 on such date), Sphere 3D agreed to issue to MF Ventures and MF Ventures agreed to purchase, respectively: (i) 4,545,454 Common Shares at US$0.22 (C$0.29) per share (the "Purchased Shares") and (ii) warrants exercisable for 4,545,454 Common Shares at an exercise price of US$0.30 (C$0.40) per share (the "Warrants"), which are immediately exercisable and expire five years after issuance. The transaction is expected to close of March 29, 2017.

MF Ventures will, on closing, acquire 4,545,454 Common Shares and 4,545,454 Warrants, which will increase MF Ventures' securityholding in Sphere 3D to 16,533,782 Common Shares and 25,380,087 Warrants (for a total of 41,913,869 Common Shares assuming the exercise of the Warrants), representing 32.8% of the Common Shares (calculated on the basis of 127,952,630 Common Shares outstanding following the closing of the transaction, consisting of 102,572,543 outstanding Common Shares and Warrants held by MF Ventures). Prior to the transaction, MF Ventures held 11,988,328 Common Shares and 20,834,633 Warrants (for a total of 32,822,961 Common Shares assuming the exercise of the Warrants), representing approximately 31.9% of the outstanding Common Shares (calculated on the basis of 102,952,630 Common Shares outstanding prior the transaction, consisting of 82,117,997 outstanding Common Shares and 20,834,633 Warrants held by MF Ventures prior to the transaction).

MF Ventures acquired the Shares and Warrants and that are the subject of this report for investment purposes.

MF Ventures does not have current plans or future intentions which relate to, or would result in, any of the following:

a) the acquisition of additional securities of Sphere 3D, or the disposition of securities of Sphere 3D;

b) a corporate transaction, such as a merger, reorganization or liquidation, involving Sphere 3D or any of its subsidiaries;

c) a sale or transfer of a material amount of the assets of Sphere 3D or any of its subsidiaries;

d) a change in the board of directors or management of Sphere 3D, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

e) a material change in the present capitalization or dividend policy of Sphere 3D;

f) a material change in Sphere 3D's business or corporate structure;

g) a change in Sphere 3D's charter, bylaws or similar instruments or another action which might impede the acquisition of control of Sphere 3D by any person or company;

h) a class of securities of Sphere 3D being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

i) Sphere 3D ceasing to be a reporting issuer in any jurisdiction of Canada;

j) a solicitation of proxies from securityholders; or

k) an action similar to any of those enumerated above.

Notwithstanding the foregoing, MF Ventures intends to review its investment on a regular basis and, as a result of such review, may determine at any time or from time to time:

  • to acquire additional securities of Sphere 3D through open market purchases, privately negotiated transactions, or otherwise;
  • to dispose of all or a portion of the securities of Sphere 3D beneficially owned in the open market, privately negotiated transactions, or otherwise; or
  • to take any other available course of action which may involve one or more of the transactions described in paragraphs (a) through (k) above or have the results described in those paragraphs.

Notwithstanding anything herein to the contrary, MF Ventures specifically reserves the right to change its intention with respect to any and all matters disclosed or referenced herein. In reaching any decision with respect to any course of action, MF Ventures expects it would take into consideration a variety of factors including, but not limited to, Sphere 3D's business and prospects, other business opportunities available to MF Ventures, changes in applicable laws and regulations, general economic conditions, worldwide money and equity market conditions (including the market price of the securities of Sphere 3D), tax considerations, and any other factors deemed relevant.

The head office of Sphere 3D is located at:

240 Matheson Blvd. East
Mississauga, Ontario
L4Z 1X1

The address of MF Ventures is:

201 Spear Street, 14th Floor
San Francisco, CA 94105

For further information or to obtain a copy of the early warning report, please contact:

Katharine Ryan-Weiss
MF Ventures, LLC
201 Spear Street, 14th Floor
San Francisco, CA 94105
Tel: 415.356.2500

Contact Information

  • Katharine Ryan-Weiss
    MF Ventures, LLC
    415.356.2500