Graph Blockchain Inc. (CNSX:GBLC) entered into a definitive share exchange agreement to acquire Babbage Mining Corp. for $4 million on January 25, 2021. Pursuant to the Agreement, Graph will acquire all of the issued and outstanding common shares in the capital of Babbage at an aggregate purchase price of $4.8 Million to be satisfied by the issuance of an aggregate of 60 million units of Graph Blockchain Inc. Each Consideration Unit will be issued at a deemed price of $0.08 per unit and is comprised of one common share and one common share purchase warrant. Each Warrant is exercisable into one common share in the capital of the Company at a price of $0.10 per common share for a period of eighteen (18) months from the closing of the Acquisition. Completion of the Acquisition is subject to a number of customary closing conditions, including, among other things, the satisfactory completion of due diligence. Acquisition will be completed on the terms proposed in the Agreement or at all or that the CSE may require Graph to obtain shareholder approval in respect of the Acquisition. The transaction is expected to close on or before February 1, 2021.