Graph Blockchain Provides 2020 Corporate Review and Expected Strategies for 2021

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Toronto, Ontario–(Newsfile Corp. – February 8, 2021) – Graph Blockchain Inc. (CSE: GBLC) (“Graph” or the “Company”), is pleased to provide a corporate update on the Company’s developments during the past 2020 year and wish to outline expected strategies for the new year. Graph’s primary focus in 2020 had been the development and implementation of its blockchain-enabled technology.

In 2021, the Company will focus its resources on monetizing blockchain technology either in its current capacity or through the integration with other technologies. In addition, the Company intends to explore new emerging blockchain technology projects that have near-term commercial viability and to raise further capital for their development. With this in mind, the Company created a special committee consisting of two directors, Andrew Ryu, and John McMullen, to review M&A opportunities in the cryptocurrency and blockchain sector. The Company has received interest from various private companies in the blockchain sector with interest in being acquired by the public company.

On January 26, 2021 the Company entered into a definitive share exchange agreement dated January 25, 2021 (the “Agreement”) with Babbage Mining Corp. (“Babbage”). This acquisition will benefit the Company on monetizing its blockchain technology and distributed ledger with Babbage’s cryptocurrency, Altcoins. By mining Altcoins through Proof of Work and Proof of Stake, Babbage is able to give its investors exposure to the vast emerging market of cryptocurrencies with the significant technological disruption and potential gains that Altcoins represent.

Graph’s Recap of 2020

In January 2020, the Company announced the appointment of Govinda Butcher as Chief Executive Officer (“CEO“) and to the board of directors of the Company (the “Board“), replacing Jeff Stevens, Interim CEO and Chairman. During this period, the Company was conducting its due diligence with respect to its previously announced acquisition of Shroom Street Limited (“Shroom“) in November 2019; after finishing its due diligence and concurrent with the expiration of the parties’ letter of intent, the parties decided not to proceed with the transaction.

In January 2020, the Company also announced the appointment of Matt Humphreys to the Board. In addition to being on the Board, Mr. Humphreys took on the role of advising the Company on the buildout of a blockchain based e-Commerce platform to serve the psychedelics industry. In March 2020, after further review of the psychedelic sector, the Company decided not to proceed with this line of business.

In February 2020, the Company announced that it received approval from the Canadian Securities Exchange (the “CSE”) to raise up to $500,000 CAD through the offering of units via a non-brokered private placement (the “Financing“) at price of $0.03 per unit (a “Units) and each Unit being comprised of one common share of the Company (a “Common Share“) and a half Common Share purchase warrant (each whole warrant, being a “Warrant“) exercisable at a price of $0.06 per Common Share for a period of 24 months from the issuance date. The Warrants are subject to an acceleration clause whereby if the Common Share price on the CSE is equal to or greater than $0.10 per Common Share 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.

On March 11, 2020, the Company announced the closing of the first tranche of the Financing; a total of 5,000,000 Units for gross proceeds of $150,000 were issued during this first tranche.

In March 2020, Graph appointed Christian Scovenna as President and COO to review the business of the Company and look for new growth opportunities. The Company reviewed potential blockchain acquisitions but did not enter into any agreements at the time. As part of this review, the Company also announced it had executed a financial advisory agreement with Gravitas Securities Inc. (“GSI“) to assess future business opportunities and develop a capital markets strategy as the Company’s financial strategic advisor.

In May 2020, the Company announced that it terminated the mandatory U.S. public reporting obligations relating to its Common Shares. In accordance with the rules of the United States Securities and Exchange Commission (the “SEC“), mandatory U.S. public reporting can be terminated because less than 5% of the trading volume of the Common Shares were traded in the United States. The Company’s filings with Canadian securities regulators continue to be made and are available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

In May 2020, the Company announced that Govinda Butcher had resigned as the Company’s CEO and Chairman of the Board effective May 19, 2020, and that Christian Scovenna was appointed as CEO. In addition, Fiona Fitzmaurice, (BA, ACCA, CPA, CGA) joined the Company as its new Chief Financial Officer (“CFO“). Alex Mackay and Andrew Male stepped down from the Board to accommodate changes in the Board and management; and two directors from Datametrex AI Limited (controls over 10% of the voting securities of the Company), Andrew Ryu and Paul Haber, joined the Board. Mr. Ryu was appointed the Chairman of the Company, and Mr. Haber (CPA, CA), was appointed as the Chair of Audit Committee.

In May 2020, the Company announced the development and future roll out of its proprietary Wellness Marketplace platform. The BlueStem marketplace (“BluStem“) would be used to create an e-Commerce ecosystem for B2C and B2B audiences in support of scaling both its own and its partnership brands. The Company expects revenue growth through the BluStem e-Commerce platform from the sale of products, marketing, licensing, and product fulfillment fees including the Company’s own brand “BluStem” that will leverage white-labeling supply chain partnership agreements. The Company will not be putting up its own capital for the PPE products due to its broker relationship. The Company continues to operate the BluStem e-Commerce platform and receive revenue.

The Company made the decision to innovate with the onset of the COVID-19 pandemic as it represented both a danger and an opportunity. The crisis created significant new opportunities for growth in the short term and seeing the opportunities emerge from the pandemic is not the same as being able to take advantage of them. The pandemic changed nearly every aspect of our lives, and with the interruption of products and services, how supply chains deliver them, the Company decided take advantage and to venture in the PPE space and leverage overseas relationships the Company had in securing PPE products.

On June 4, 2020, the Company completed the second, and final, tranche of the Financing. A total of 11,666,666 Units were issued during this final tranche of the Financing for gross proceeds of $350,000.

In June 2020, with the increase in infection rates of the COVID-19 pandemic, the Company provided an update on the launch of the BluStem blockchain enabled e-Commerce marketplace (www.BluStem.ca). As announced on May 25, 2020, the Company anticipated to proceed with the launch of the BluStem during the first week of June. However, BluStem’s Shopify Plus account remains pending due to a backlog of applications as a surge of companies have been looking to sell PPE and other COVID-19 related products online.

In August 2020, the Company announced it has entered into a binding letter of intent (“LOI”) in connection with the proposed acquisition of Third Eye Insights Corp (“Third Eye”). Following a due diligence process and further discussions with the Parties, the parties have decided not to proceed with the transaction and was announced in September 2020.

In September 2020, the Company announced the resignation of Fiona Fitzmaurice as the CFO and appointment of Mr. Don Shim, (BA, CPA, CA) as the new CFO. The Company also announced that Chairman of the Board, Mr. Andrew Ryu, was stepping in as the interim CEO of the Company, after departure of former CEO, Christian Scovenna.

In September 2020, it was announced that the Company has received the first order of PPE through the BluStem multi-channel e-Commerce marketplace. The value of the sales was approximately CDN $63,000.

In September 2020, the Company announced that it has entered into debt settlement agreements (the “Settlement Agreements“) with three creditors (the “Creditors“) to settle an aggregate of $386,004 in debt (the “Debt“) for services provided by the Creditors to the Company (the “Services“). In settlement and full satisfaction of the Debt incurred in connection with the Services, the Company issued to the Creditors an aggregate of 7,720,080 common shares in the capital of the Company (the “Debt Shares”) at a deemed issue price of $0.05 per Debt Share (the “Debt Settlement”). The Creditors include a related party, Datametrex AI Limited, who has control of over 10% of the voting securities of the Company and will be receiving 5,120,080 Debt Shares.

In December 2020, the Company announced second quarter 2021 (“Q2”) financial and operating results. The Company’s net income increased to $84,483 in Q2 compared to a loss of $11,429 in the same period last year. The Company’s current assets improved significantly to $548,028, which includes cash, trade and other receivables and inventory, compared to $128,365 at the end of fiscal year ended April 30, 2020. The Company’s revenue was $397,051 for Q2 with a gross profit of $97,803, resulting from the sale of all COVID-19 related essential products, including lab equipment and supplies as well as personal protective equipment. Included in the results for Q2 is a non-cash gain on settlement of debts of $193,002. Despite the revenue being generated from PPE sales, the Company is working on further developing its blockchain enabled e-commerce platform. The issuer has generated no revenue related to blockchain technology and that revenue to date is solely derived from sale of PPE.

About Graph Blockchain Inc.

The Company is a blockchain development company that provides high performance blockchain solutions that include graphic data analysis and consulting services, implementation of data mining analysis through the use of graph databases and speed enhancements of blockchain control systems for businesses and government. This includes the medical industry, including the provision of solutions to provide secure and managed e-commerce blockchain enabled transactions on the companies BluStem Wellness Platform.

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

Neither the Canadian Securities Exchange nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.

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 the proposed Acquisition and the Financing. 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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