Sphere 3D Corp. (ANY) Earnings Call Transcript & Summary

Welcome to the Special Meeting of Shareholders of Sphere 3D Corp. Please note that the meeting is being recorded. I would like to introduce Tim Hanley, Chairman of the Board of Sphere 3D Corp. Mr. Hanley, the floor is yours.

Good day, everyone, and welcome to the special meeting of the shareholders of Sphere 3D Corp. My name is Tim Hanley, and I'm the Chairman of the Board of Sphere 3D Corp. Also present with me today are 2 members of the company's Board of Directors, Joel Block, who's also our company's Chief Executive Officer, and Kurt Kalbfleisch, also the company's Chief Financial Officer. We're pleased to host the meeting through TSX Trust Company's virtual meeting platform, which enables our shareholders to participate in the meeting electronically regardless of physical location. I officially call this special meeting to order and appoint Justin Kates, Canadian Corporate Counsel of Sphere, to act as the Secretary of the meeting and Amy Kam of TSX Trust Company to act as a scrutineer of the meeting. Only registered shareholders of record as of the close of business on July 8, 2026, the record date for this meeting, or their properly appointed proxy holders who have registered with TSX Trust Company and signed in with their control number may vote at this meeting. A notice of Internet availability of proxy materials was mailed on or about July 14, 2026, to shareholders of record as of the close of business on July 8, 2026. An affidavit attesting to the commencement of such mailing has been provided by TSX Trust Company. I hereby direct the Secretary to append the affidavit of mailing as Schedule A to the minutes of this special meeting. The company's bylaws provide that a quorum at the special meeting shall consist of at least 2 persons present and holding or representing by proxy, not less than 33.33% of the total number of outstanding common shares having voting rights at the special meeting. The scrutineer has provided a report indicating that a quorum of shareholders is present. The scrutineer's report on quorum is available for inspection by any shareholder following the special meeting. Due notice having been given and a quorum being present, I declare the special meeting of shareholders to be regularly called and properly constituted for the transaction of business. The business of this special meeting is: one, to approve the adoption of a special resolution of the company to make an application for the continuance of the company from the laws of the Province of Ontario to the laws of the Province of British Columbia and approving the notice of articles and articles of the continued company; number two, to approve the adoption of a special resolution of the company to change the company's name to DarkHorse Technologies, Inc.; and three, if necessary, to approve the adjournment or postponement of the meeting, all as described in the proxy statement. References during this meeting to the proxy statement are to the company's proxy statement dated July 13, 2026, as supplemented by the supplement dated August 7, 2026. If you are voting at the special meeting, we'll conduct such votes on the matters before us by a poll. In a poll, each shareholder entitled to vote has 1 vote for each common share entitled to be voted. The poll will be open for all resolutions at the same time. Click the voting button on the left menu of your screen when the poll is announced. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your votes. Instructions are available on the virtual meeting website and technical assistance is available if needed. Once discussion on all items of business has concluded, I'll give you a minute to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be announced at the special meeting and will also be filed on EDGAR and SEDAR within 4 business days of this meeting. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders, please click on the voting button in order to cast your votes. If you've already submitted your votes in advance and do not wish to change your vote, you do not need to take further action. The first order of business is the continuance proposal. Under this proposal, shareholders being asked to approve a special resolution authorizing the company to make an application for the continuance of the company from the laws of the Province of Ontario to the laws of the Province of British Columbia and approving the notice of articles and articles of the continued company. For further information regarding the purpose and effect of the continuance proposal, please refer to the proxy statement. As Chair, I propose the following motion: to pass the continuance resolution in the form set out in the proxy statement. This continuance resolution requires the affirmative vote of at least 66.66% of the votes cast by shareholders present in person or by proxy at this meeting. Please cast your votes on the continuance resolution now before we move on to the name change proposal. [Voting]

The next item of business is the name change proposal. Under this proposal, shareholders are being asked to approve a special resolution authorizing the change of the company's name to DarkHorse Technologies Inc. as more particularly described in the proxy statement. As Chair, I propose the following motion: to pass the name change resolution in the form set out in the proxy statement. The name change resolution requires the affirmative vote of at least 66.66% of the votes cast by shareholders present in person or by proxy at this meeting. Please cast your votes on the name change resolution now. For those of you who have not voted on all resolutions, please do so now as I will shortly close the poll. I will close the polls on all resolutions in 15 seconds to allow online viewers to catch up. [Voting]

The polls are now closed. We received the preliminary scrutineer's report, and it shows that the resolutions approving the continuance proposal and the name change proposal have each been carried. Accordingly, it is not necessary to consider the adjournment proposal described in the proxy statement, and the adjournment proposal will not be presented for a vote. If you had a question you didn't ask or wasn't covered, please e-mail your question to our current IR mailbox at investor.relations@sphere3d.com. There is no further business to be brought before this special meeting. I declare that this special meeting is terminated. Thank you all for attending today's meeting and for your continuing support of Sphere 3D Corp.

Thank you for attending today's meeting. You may now disconnect.