Graph Blockchain Completes Final Tranche of Private Placement Financing

• Graph Blockchain Inc. has closed its non-brokered private placement
• The Final Tranche included the issuance of 11,666,666 Units at a price of $0.03 per Unit for gross proceeds of $350,000
• A total of 16,666,666 Units were issued at a price of $0.03 per Unit for gross proceeds of $500,000

Toronto, Ontario–(Newsfile Corp. – June 4, 2020) – Graph Blockchain Inc. (CSE: GBLC) (“Graph” or the “Company“) is pleased to announce the closing of its non-brokered private placement financing (the “Financing“) of units of the Company (the “Units“) previously announced February 19, 2020, with orders totaling an aggregate amount of $500,000, inclusive of the first tranche of the Financing which closed on March 11, 2020.

Graph President & CEO, Christian Scovenna commented: “We are very pleased to be able to close on this Financing during these times as it will allow us to execute the final stages of our ecommerce marketplace expected to launch this week. We are thrilled to have had new and existing shareholders participate in this round which shows their commitment to the company and its new vision.”

A total of 11,666,666 Units were issued during the final tranche of the Financing at $0.03 per Unit for gross proceeds of $350,000. Each Unit consisted of one common share in the capital of the Company (each, a “Share“) and one-half Share purchase warrant (each, whole warrant being a “Warrant“). Each Warrant entitles the holder thereof to acquire one additional Share at a price of $0.06 per Share for a period of 24 months, expiring on June 3, 2022. The Units issued by the Company pursuant to the Financing have a four (4) month and one day hold period in accordance with Canadian securities laws. The Warrants are subject to an acceleration clause whereby if the Share price on the Canadian Securities Exchange is equal to or greater than $0.10 for a period of 15 consecutive trading days, the Company may, by notice to the holders of the Warrants, reduce the remaining exercise period applicable to the Warrants to no less than 30 days from the date of such notice.

In conjunction with the first- tranche of the Financing, an aggregate of $12,000 in finder’s fees were paid and 400,000 broker warrants (the “Broker Warrants“) were issued to a finder in connection with the closing of the first tranche of the Financing. Each Broker Warrant is exercisable into one Share at price of $0.06 per Share for a period of two years. In connection with the closing of the second tranche of the Financing, an aggregate of $18,192.00 in finder’s fees were paid and 419,866 Broker Warrants were issued to two finders.

Andrew Ryu, a director of the Company, participated in the final tranche of the Financing and acquired 1,663,330 Units. This purchase constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The issuance to the related party is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of related party participation in the Financing as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.

The net proceeds from the Financing are intended for general working capital purposes. Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

About Graph Blockchain Inc.

The Company develops leading-edge private blockchain business intelligence and data management solutions that it will implement into a blockchain supported e-commerce marketplace for the sale of psychedelic and ancillary products in legal jurisdictions.

Additional Information on the Company & eCommerce Marketplace is available at:
www.graphblockchain.com
www.BluStem.com

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For further information, please contact:

Christian Scovenna – President & CEO
Phone: (416) 453-4708
Email: cscovenna@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.