TORONTO, Nov. 9, 2018 /CNW/ - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the acquisition (the "Acquisition") of securities of Graph Blockchain Inc. (the "Issuer") by Datametrex AI Limited ("Datametrex"). The Issuer's head office is located at 2161 Yonge Street, Suite 210, Toronto, Ontario M4S 3A6.
On November 6, 2018, Datametrex acquired a total of 36,329,287 common shares ("Common Shares") in the capital of the Issuer (representing 26.27% of the issued and outstanding Common Shares on a non-diluted basis) in connection with the Transaction (as defined below).
The Acquisition was made in connection with the completion of a reverse takeover transaction and amalgamation (the "Transaction") involving the Issuer, Graph Blockchain Limited ("Graph") and 2659468 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Issuer, pursuant to a definitive agreement (the "Definitive Agreement") dated November 6, 2018 among the Issuer, Graph and Subco. In connection with the Transaction, as more fully described in the Issuer's listing statement (the "Listing Statement") dated November 7, 2018, each outstanding security of Graph was exchanged for an equivalent security of the Issuer.
Immediately prior to the completion of the Transaction, Datametrex had no ownership of, nor excised control or direction over, any voting or equity securities of the Issuer.
Datametrex holds the Common Shares for investment purposes and does not have any current intentions to increase or decrease their beneficial ownership or control or direction over any additional securities of the Issuer. As disclosed in the Listing Statement, the 36,329,287 Common Shares are subject to escrow pursuant to the policies of the Canadian Securities Exchange and National Policy 46-201 - Escrow for Initial Public Offerings. Upon release of the Common Shares from escrow pursuant to the terms of an escrow agreement between, inter alia, Datametrex and Computershare Investor Services Inc. (the "Escrow Agreement"), Datametrex may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors (in accordance with the terms of the Escrow Agreement).
The Early Warning Report will be filed by the Issuer in accordance with applicable securities laws.
SOURCE Graph Blockchain Inc.
For further information: To obtain a copy of the Early Warning Report, please contact Peter Kim c/o Graph Blockchain Inc., 2161 Yonge Street, Suite 210, Toronto, Ontario M4S 3A6. Email: [email protected]