Toronto, Ontario--(Newsfile Corp. - August 9, 2021) - Graph Blockchain Inc. (CSE: GBLC) (OTC Pink: REGRF) (FSE: RT5A) ("Graph" or the "Company") is pleased to announce that the Company, today, has entered into a binding letter of intent ("LOI") in connection with the proposed acquisition of Optimum Coin Analyser Inc. ("Optimum" or the "Target"), a AI based Crypto Coin Analytics tool company. Graph will acquire 100% of all issued and outstanding shares of the Target, an arm's length privately held company, established pursuant to the Business Corporations Act in British Columbia (the "Proposed Acquisition").
Optimum continuously retrieves, observes, and analyzes social media data using AI analytics engine to track influencers, monitor, and to provide sentiment, relevance, and predictive analysis.
Subject to the completion of satisfactory mutual due diligence within twenty (20) days from the date of the LOI by Graph and the Target, respectively, pursuant to the terms and conditions of the LOI, Graph and Optimum will enter into a definitive share exchange agreement (the "Exchange Agreement") for the Acquisition.
"Our objective with Optimum is to help managing our own altcoin portfolio to make better decisions but also help crypto investors optimize return on investment. We are excited with this opportunity," said Chief Executive Officer Paul Haber.
Key Transaction Terms:
It is anticipated that the Transaction will be structured as a Share Acquisition (the "Acquisition"). Graph will acquire all of the securities of Optimum including the shares to be issued by Optimum pursuant to its proposed private placement ("Placement Shares"). It is anticipated that the Definitive Agreement will be signed on or before August 30, 2021 (the "Closing Date") or such other date as mutually agreed to by the parties.
Closing of the Transaction is subject to a number of conditions, including but not limited to the following:
The Company will acquire the Optimum Shares for an aggregate purchase price of CAD $5 million (the "Purchase Price"). The Purchase Price shall be satisfied through the issuance of units (the "Consideration Units") of the Company
Each Consideration Unit shall comprise one common share (a "Consideration Share") at $0.07, and a full common share purchase warrant (a "Consideration Warrant") with deemed price of $0.09 in the capital of the Corporation.
The Vendors acknowledge that the issuance of the Consideration Shares and Warrants shall be subject to the receipt of regulatory approvals and may be subject to statutory hold periods.
The Exchange Agreement will contain definitive terms of the share purchase, customary representations, warranties, covenants, conditions and termination rights, and other customary information of Graph, and Optimum in accordance with the applicable corporate and securities legislation.
The Board of Directors and shareholders of the Corporation, if necessary, approving this Agreement and the payment of the Purchase Price and the issuance of the Consideration Shares in exchange for the Target Shares.
The receipt of the approval of the Canadian Securities Exchange (the "CSE") for the Acquisition and issuance of the Consideration Units.
About Graph Blockchain Inc.
Graph Blockchain provides shareholders with exposure to various areas of Decentralized Finance (DeFI). Focusing on altcoins through its wholly owned subsidiaries Babbage Mining Corp., a Proof of Stake ("POS") miner, and Beyond the Moon Inc. an IDO focused company, Graph gives investors exposure to the vast emerging market of cryptocurrencies with the significant technological disruption and potential gains altcoins represent. In addition, through its investment in New World, Graph is providing its shareholders with exposure to rapidly growing and emerging NFT market.
Additional information on the Company is available at www.graphblockchain.com
For further information, please contact:
Jamie Hyland
Phone :604.442.2425
Email: jamie@graphblockchain.com
Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Readers are cautioned to consider these and other factors, uncertainties. and potential events carefully and not to put undue reliance on forward-looking statements. Such statements may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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