(1) Toronto, Ontario--(Newsfile Corp. - January 26, 2021) - Graph Blockchain Inc. (CSE: GBLC) ("Graph" or the "Company"), a leading-edge private blockchain solutions company, is pleased to announce that it has entered into a definitive share exchange agreement dated January 25, 2021 (the "Agreement") with Babbage Mining Corp. ("Babbage") and the shareholders of Babbage whereby Graph will acquire all of the issued and outstanding securities in the capital of Babbage (the "Acquisition"). The Acquisition is an arm's length transaction and is expected to close on or before February 1, 2021 or such other date as agreed to by the parties. 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 the Company (the "Consideration Units"). 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 a "