Mr. Paul Haber reports

GRAPH BLOCKCHAIN ANNOUNCES AGREEMENT FOR STRATEGIC ACQUISITION OF DM EVS

Graph Blockchain Inc. has signed, effective Nov. 13, 2023, a definitive agreement to acquire Datametrex Electric Vehicle Solutions Inc. (DM EVS) from Datametrex AI Ltd.

Closing of the proposed transaction is subject to a number of conditions, including regulatory approvals, including acceptance by the Canadian Securities Exchange and the TSX Venture Exchange as required, board approvals, and completion of satisfactory due diligence.

The proposed acquisition serves as a pivotal step in Graph Blockchain's plan to enhance its portfolio with a focus on environmentally sustainable solutions. The company views the integration of DM EVS as an opportunity to establish a significant footprint in the EV (electric vehicle) space, complementing its existing blockchain endeavours.

Paul Haber, chief executive officer and chairman of Graph Blockchain, commented: "By acquiring DM EVS, we are not only entering into the rapidly evolving electric vehicle market but also aligning with global trends towards green technology. This purchase positions us at the forefront of two cutting-edge industries: blockchain and EV technology."

Details of the proposed transaction:

The total aggregate purchase price is an aggregate of to $3.75-million, subject to meeting certain milestones. On closing, the company shall pay the sum of $750,000 by issuing to Datametrex 15 million common shares of the company at a deemed price of five cents per share. In addition, up to three earnout payments of $1-million each may be payable by the company to Datametrex if DM EVS achieves certain milestone over the next three years, and this highlights Graph Blockchain's long-term commitment to innovation and value creation in the EV sector.

Upon completion of the proposed transaction, Datametrex will own approximately 18,928,936 shares of the company, representing approximately 19.66 per cent of the company's issued and outstanding shares.

About Graph Blockchain Inc.

Graph Blockchain is at the forefront of electric vehicle (EV) and blockchain technology. The company's portfolio includes Babbage Mining Corp., specializing in proof-of-stake mining, enhancing its role in the expanding EV market. Additionally, Graph Blockchain has interests in the cryptocurrency space through Beyond the Moon Inc., aiming to deliver a broad spectrum of investment opportunities to shareholders by capitalizing on the transformative power of EVs and blockchain.

We seek Safe Harbor.