Graph Blockchain Inc, is pleased to announce that the Company,, has entered into a binding letter of intent in connection with the proposed acquisition of Optimum Coin Analyser Inc. , a AI based Crypto Coin Analytics tool company. Graph will acquire 100% of all issued and outstanding shares of the Target, an arm’s length privately held company, established pursuant to the Business Corporations Act in British Columbia.
Optimum continuously retrieves, observes, and analyzes social media data using AI analytics engine to track influencers, monitor, and to provide sentiment, relevance, and predictive analysis.
Subject to the completion of satisfactory mutual due diligence within twenty (20) days from the date of the LOI by Graph Blockchain and the Target, respectively, pursuant to the t******************* of the LOI, Graph and Optimum will enter into a definitive share exchange agreement for the Acquisition.
“Our objective with Optimum is to help managing our own altcoin portfolio to make better decisions but also help crypto investors optimize return on investment. We are excited with this opportunity,” said Chief Executive Officer Paul Haber.
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Key Transaction Terms:
It is anticipated that the Transaction will be structured as a Share Acquisition (the “Acquisition”). Graph will acquire all of the securities of Optimum including the shares to be issued by Optimum pursuant to its proposed private placement (“Placement Shares”). It is anticipated that the Definitive Agreement will be signed on or before August 30, 2021 (the “Closing Date”) or such other date as mutually agreed to by the parties.
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Closing of the Transaction is subject to a number of conditions, including but not limited to the following:
- The Company will acquire the Optimum Shares for an aggregate purchase price of CAD $5 million (the “Purchase Price”). The Purchase Price shall be satisfied through the issuance of units (the “Consideration Units”) of the Company
- Each Consideration Unit shall comprise one common share at $0.07, and a full common share purchase warrant with deemed price of $0.09 in the capital of the Corporation.
- The Vendors acknowledge that the issuance of the Consideration Shares and Warrants shall be subject to the receipt of regulatory approvals and may be subject to statutory hold periods.
- The Exchange Agreement will contain definitive terms of the share purchase, customary representations, warranties, covenants, conditions and termination rights, and other customary information of Graph, and Optimum in accordance with the applicable corporate and securities legislation.
- The Board of Directors and shareholders of the Corporation, if necessary, approving this Agreement and the payment of the Purchase Price and the issuance of the Consideration Shares in exchange for the Target Shares.
- The receipt of the approval of the Canadian Securities Exchange (the “CSE”) for the Acquisition and issuance of the Consideration Units.
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