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Graph Blockchain Inc
Symbol GBLC
Shares Issued 450,213,131
Close 2021-09-15 C$ 0.058
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Graph to spin out three subsidiaries in share dividend

2021-09-16 06:38 ET - News Release

Mr. Paul Haber reports

GRAPH BLOCKCHAIN ANNOUNCES SPIN OFF THREE SUBSIDIARIES VIA SHARE DIVIDEND

Graph Blockchain Inc. intends to spin off three of its businesses into two independent publicly traded entities by way of a share dividend to the shareholders of Graph. The transaction is intended to be tax-free to Graph shareholders and expected to be completed in the next six months subject to regulatory approval, which includes approval from the Canadian Securities Exchange.

"The company considers DeFi to be such a diverse sector that we believe our shareholders are best served by owning three pure play companies. We believe that the best possible path to unlock equity value is to create three independent companies that are each well equipped to capitalize on growth trends in their sectors," said Paul Haber, chief executive officer.

Graph is spinning out the companies so that it can focus exclusively on non-fungible tokens (NFTs) with New World Inc.

The spinoff will establish separate companies that include:

  • Optimum Coin Analyser Inc. will be spun out as a stand-alone company focused on software for crypto traders. Optimum is a cloud-based discovery search engine subscription model that will create a recurring revenue stream on its platform.
  • Babbage Mining Corp. and Beyond the Moon Inc. (BTM) will be combined and spun out as stand-alone altcoin and IDO-focused (initial DEX (decentralized exchange) offering) company.

"We are committed to taking action to unlock what we see as unrecognized value in Optimum, Babbage and Beyond the Moon shares, and we believe that separating the businesses into three highly focused stand-alone companies is the way to accomplish that goal," said Mr. Haber. "Less than a year ago, we initiated a multipoint plan, first to stabilize and then to transform Graph Blockchain into a DeFi company positioned to deliver long-term organic growth. We have acquired assets and raised approximately $10-million of equity, resolved legacy issues, and managed several acquisitions, while also investing in new product launches and building on what we believe is the core asset with NFTs with attractive growth opportunities. Our board of directors and management team have been working on options to determine how to best unlock value across Graph, and we believe that it is the right time to begin the partition process, so each business has greater elasticity to pursue bigger opportunities in their respective markets," said Andrew Ryu, chairman of the company.

It is proposed that the transaction will be carried out by way of a stock dividend. Through the spinout, shareholders of the corporation will receive shares in the new companies based on the number of shares in Graph that they own as of the dividend date.

Graph intends to seek a listing of the SpinCo shares for the two spinouts on the Canadian Securities Exchange, but no assurance can be offered that such a listing will be completed. Any such listing will be subject to SpinCo meeting and satisfying all of the requirements of the CSE.

Further details of the spinout will be announced in a future press releases of the company including management appointments, valuation of spinouts, and any possible concurrent financings. The specifics of the spinout are not yet final and there is no certainty that the spinout will be completed on the terms currently proposed or at all.

About Optimum Coin Analyser Inc.

Optimum continuously retrieves and analyzes big data using a powerful AI (artificial intelligence) analytics engine designed for social media to track influencers and to monitor and provide sentiment, relevance and predictive analysis. Related hashtags are linked, and conversation participants are clustered together, leveraging proprietary big data infrastructure to produce in-depth industry analytics and reveal real-time comprehensive insights. The monthly subscription payments will provide a continuous, dependable income stream that is pledged over a time period of 12 to 24 months. This new annual recurring revenue (ARR) based on the subscription revenue will be a substantial part of the total yearly revenue growth cycle, with a global target of over 100 per cent with Optimum.

About Beyond the Moon Inc.

Beyond the Moon manages all aspects of investing in the launch pad opportunities. Beyond the Moon provides exposure to the most exciting opportunities in crypto -- crypto launch pads. Launch pads are crypto projects designed to promote and introduce coming projects to the crypto market. Beyond the Moon manages the process of entering crypto launch pads, helping facilitate the access to early-stage crypto tokens. Before listing a new token on a decentralized exchange (DEX) launch pads provide the first public investment round, called an initial DEX offering. Early access to crypto projects is difficult to access but provides the highest potential return on investment in the space. Moon co-ordinates all aspects of registration, staking and investment in the launch pads and their tokens.

About Babbage Mining Corp.

Babbage is an early-stage company, which will be focusing on altcoins, alternative cryptocurrencies to bitcoin. 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.

About New World Inc.

New World is an augmented reality art-focused NFT company that allows creators, musicians and celebrities to have access to an NFT distribution canvas to create and sell digital art. By selling digital art, artists are able to reach a broader market (both geographically and demographically) and, as a result of the blockchain, continue to benefit financially through economic participation in future sales. New World has built this platform and has already signed notable artists such as Diogo Snow, who has produced numerous pieces for celebrity clients, including Drake, and Fetty Wap, an American rapper, singer and songwriter who has over 6.5 million Instagram followers, as well as many others.

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, a proof-of-stake (POS) miner, and Beyond the Moon, an initial-DEX-offering-focused company, Graph gives investors exposure to the vast emerging market of cryptocurrencies with the significant technological disruption and potential gains altcoins represent.

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