Part I

References in this Shell Company Report on Form 20-F to “we,” “our,” the “Company” and the “Issuer” refer to Graph Blockchain Inc. and its predecessor, Reg Technologies Inc., as applicable, individually and collectively with its subsidiaries as the context requires.

Brief Introduction

On November 6, 2018, the Issuer entered into an Amalgamation Agreement (the “ Amalgamation Agreement ”) among Reg Technologies Inc., 2659468 Ontario Inc., a wholly-owned subsidiary of the Issuer incorporated pursuant to the laws of the Province of Ontario, Canada (“ Subco ”) and Graph Blockchain Limited, a corporation incorporated under the laws of Ontario, Canada (“ Graph ”), whereby Subco and Graph amalgamated under the provisions of the Ontario Business Corporations Act (the “ OBCA ”), with Graph being the surviving entity of the amalgamation (the “ Amalgamation ”) and becoming a wholly-owned subsidiary of Reg Technologies Inc. A copy of the Amalgamation Agreement is attached to this Form 20-F as Exhibit 4.3. The Amalgamation was consummated on November 6, 2018, Reg Technologies Inc. changed its name to Graph Blockchain Inc. and began conducting the principal business of Graph (the “ Acquisition ”).

Immediately prior to the Amalgamation, the Issuer did not operate a business and was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)). Prior to becoming a shell company, the Issuer was principally a development stage company engaged in the business of developing and commercially exploiting an improved axial vane-type rotary engine known as the RadMax rotary technology used in the design of lightweight and high efficiency engines, compressors and pumps.

In September 2016, the Issuer entered into an asset purchase and sale agreement with REGI U.S., Inc. (“ Regi ”), which was amended and restated on February 14, 2017, pursuant to which the Issuer sold all of its assets, including but not limited to all intellectual property, to Regi (the “ Sale Agreement ”). A copy of the Sale Agreement is attached to this Form 20-F as Exhibit 4.2. The transaction received approval from the TSX Venture Exchange on February 17, 2017. The Issuer’s shares were voluntarily delisted from the TSX Venture Exchange at such time. The Issuer subsequently issued its shareholdings in Regi as a dividend in kind to its shareholders following such delisting and ceased business operations.

As a result of the Amalgamation, the Issuer has consummated a “fundamental change” transaction and has now ceased to be a shell company. The Issuer is required pursuant to Rule 13a-19 under the Exchange Act to disclose the information in this Form 20-F that would be required to be disclosed if it were registering securities under the Exchange Act.

The Company’s legal counsel is McMillan LLP, Brookfield Place, 181 Bay Street, Suite 4400, Toronto, Ontario, Canada.

The auditor of Graph is MNP LLP, located at 111 Richmond Street West, Suite 300, Toronto, Ontario M5H 2G4, Canada.

The auditor of the Reg Technologies was Malone Bailey LLP, located at 9801 Westheimer Road, Suite 1100, Houston, Texas 77042, which audited the financials statements of the Issuer for the years ended April 30, 2018 and April 30, 2017. The previous auditor of Reg Technologies was A Chan & Company LLP, located at Unit 114B (2 ^nd Floor) 8988 Fraserton Court, Burnaby, British Columbia V5J 5H8 Canada, which audited the financial statements of the Issuer for the years ended April 30, 2016 and April 30, 2015.

The consolidated financial statements of the Issuer for each of the past five fiscal years ended April 30 and for the three month period ended July 31, 2018, as well as the pro forma consolidated statement of financial position as at July 31, 2018 is attached starting on page F-1 of this Form 20-F.

The audited financial statements of Graph for the period from incorporation (November 22, 2017) to July 31, 2018 is included to the financial statements starting on page F-1 of this Form 20-F.

Currencies and Exchange Rates:

Unless otherwise indicated, all monetary references herein are denominated in Canadian Dollars. References to “$”, “CAD$” or “Dollars” are to Canadian Dollars and references to “US$” or “U.S. Dollars” are to United States Dollars.

The following tables set forth, for the periods indicated, the exchange rates based on the daily bid rates quoted on OANDA. Such rates are the number of Canadian dollars per one (1) U.S. Dollar.

According to the Bank of Canada on July 31, 2018, the exchange rate was CAD$1.3017 for US$1.00 and the average exchange rate over the three months ended July 31, 2018 was CAD$1.3041 for US$1.00. As of November 20, 2018, the exchange rate was CAD$1.3259 for US$1.00. The high and low exchange rates during the previous six months was CAD$1.3310 and CAD$1.2288 for US$1.00.

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The average exchange rate for the period from November 22, 2017 to July 31, 2018 was CAD$1.2822 for US$1.00.

The Issuer’s audited financial statements for fiscal year ended April 30, 2018 as required under Item 18 are attached hereto starting on page F-1 of this Form 20-F. All of the financial information is presented herein in accordance with IFRS, as issued by the International Accounting Standards Board.

Below is a statement of the capitalization and indebtedness (including indirect and contingent indebtedness) of the Company as at July 31, 2018, showing the Issuer’s capitalization on a pro forma basis as if the Acquisition had been completed as of that date. It is important that you read this table together with, and it is qualified by reference to, our audited consolidated financial statements, the Graph audited financial statements and the unaudited pro forma consolidated statement of financial position of the Issuer, each attached hereto starting on page F-1 of this Form 20-F.

As at July 31, 2018

Assets

For more information and context regarding the pro forma adjustments presented above, please refer to the unaudited pro forma consolidated statement of financial position of the Issuer, attached hereto.

Not Applicable. There is no current offering of securities by the Issuer on the date of this Form 20-F. See Item 4.A for details regarding the Concurrent Financing that closed together with the Acquisition.

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Forward Looking Statements

Certain statements contained in this Form 20-F constitute forward-looking information and forward-looking statements (collectively, “ forward-looking statements ”) pursuant to the applicable securities laws. All statements, other than statements of historical fact, contained in this Form 20-F are forward-looking statements, including, without limitation, statements regarding the future financial position, business strategy, proposed acquisitions, budgets, projected costs and plans and objectives of the Issuer. The use of any of the words “anticipate”, “intend”, “continue”, “estimate”, “expect”, “may”, “will”, “plan”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Examples of such statements include: (A) expectations regarding the Issuer’s ability to raise capital; (B) the intention to grow the business and operations of the Issuer; and (C) the use of available funds of the Issuer. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Form 20-F. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the economy generally; obtaining requisite licenses or governmental approvals to conduct business; the revenues from the Issuer’s proposed business relating to Blockchain technology, if any revenues are obtained; consumer interest in the products of the Issuer; competition; and anticipated and unanticipated costs. These forward-looking statements should not be relied upon as representing the Issuer’s views as of any date subsequent to the date of this Form 20-F. Although the Issuer has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Issuer. Additional factors are noted under “Risk Factors” in this Form 20-F. The forward-looking statements contained in this Form 20-F are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Form 20-F are made as of the date of this Form 20-F and the Issuer does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

Risk Factors

An investment in the Company must be considered highly speculative due to the nature of the Company’s business. The risk and uncertainties below are not the only risks and uncertainties the Company may have. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations and future prospects of the Company and cause the price of our securities to decline. If any of the following risks actually occur, the business of the Company may be harmed and its financial condition and results of operations may suffer significantly. In addition to the risks described elsewhere and the other information in this Form 20-F, the Company notes the following risk factors:

Limited Operating History of Graph

Graph has a limited operating history. Graph and its business prospects must be viewed against the background of the risks, expenses and problems frequently encountered by companies in the early stages of their development, particularly companies in new and rapidly evolving markets such as the blockchain and business intelligence markets. There is no certainty that the Graph will operate profitably in the future or at all.

Negative Operating Cash Flow

Graph has negative cash flow from operating activities. It is anticipated that the Issuer will continue to have negative cash flow in the short term. Continued losses may have the following consequences:

No Profits to Date

Graph has not made any profits since its incorporation and it may not be profitable for the foreseeable future or at all. Its future profitability will, in particular, depend upon its success in developing its database solution and to the extent to which it is able to generate significant revenues. Because of the limited operating history and the uncertainties regarding the development of blockchain technology, management does not believe that the operating results to date should be regarded as indicators for the Issuer’s future performance.

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Additional Requirements for Capital

Substantial additional financing may be required if the Issuer is to successfully develop its Blockchain business. No assurances can be given that the Issuer will be able to raise the additional capital that it may require for its anticipated future development. Any additional equity financing may be dilutive to investors and debt financing, if available, may involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Issuer, if at all. If the Issuer is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion.

Expenses May Not Align With Revenues

Unexpected events may materially harm the Issuer’s ability to align incurred expenses with recognized revenues. The Issuer incurs operating expenses based upon anticipated revenue trends. Since a high percentage of these expenses may be relatively fixed, a delay in recognizing revenues from transactions related to these expenses (such a delay may be due to the factors described elsewhere in this risk factor section or it may be due to other factors) could cause significant variations in operating results from quarter to quarter, and such a delay could materially reduce operating income. If these expenses are not subsequently matched by revenues, the Issuer’s business, financial condition, or results of operations could be materially and adversely affected.

Product and Services Not Completely Developed

The Issuer’s bespoke Blockchain solutions are currently in the quality testing phase and are being tested by the internal research and development team. Substantial corporate resources will be expended on developing the Issuer’s Graph Blockchain Solution into a commercialized product. The future success of the Issuer is therefore substantially dependent on a continued research and development effort. In addition to being capital intensive, research and development activities relating to sophisticated technologies, such as those of the Issuer, are inherently uncertain as to future success and the achievement of a desired result. If delays or problems occur during the Issuer’s ongoing research and development process, important financial and human resources may need to be diverted toward resolving such delays or problems. Further, there is a material risk that the Issuer’s research and development activities may not result in a functional, commercially viable product. Failure to successfully commercialize the Issuer’s Graph Blockchain Solution may materially and adversely affect the Issuer’s financial condition and results of operations. Further details regarding the Graph Blockchain solution may be found in Item 4.B “Business Overview”.

Market Acceptance

If the Issuer’s Graph Blockchain Solution does not gain market acceptance, its operating results may be negatively affected. If the markets for the Issuer’s solution fail to develop, develop more slowly than expected or become subject to increased competition, its business may suffer. As a result, the Issuer may be unable to: (i) successfully market its solution; (ii) develop new products or services; or (iii) complete new products and services currently under development. If the Issuer’s solution is not accepted by its customers or by other businesses in the marketplace, the Issuer’s business, operating results and financial condition will be materially affected.

Global Financial Developments

Stress in the global financial system may adversely affect the Issuer’s finances and operations in ways that may be hard to predict or to defend against. Financial developments seemingly unrelated to the Issuer or to its industry may adversely affect the Issuer over the course of time. For example, material increases in any applicable interest rate benchmarks may increase the debt payment costs for any credit facilities. Credit contraction in financial markets may hurt its ability to access credit in the event that the Issuer identifies an acquisition opportunity or require significant access to credit for other reasons. A reduction in credit, combined with reduced economic activity, may adversely affect business. Any of these events may have a material adverse effect on the Issuer’s business, operating results, and financial condition.

Compliance with Complex Domestic and Foreign Laws

The Issuer is subject to a variety of laws and regulations in Canada and South Korea that involve matters central to its business, including Blockchain, user privacy, data protection, intellectual property, distribution, contracts and other communications, consumer protection, and taxation. South Korean laws and regulations may be more restrictive than those in Canada or the United States. South Korean laws and regulations, particularly with respect to Blockchain, are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which the Issuer operates. Existing and proposed laws and regulations can be and may be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase the Issuer’s operating costs, require significant management time and attention, and subject the Issuer to claims or other remedies, including fines or demands that the Issuer modify or cease existing business practices.

The Issuer may in the future enter into agreements or conduct activities outside of South Korea, which expansion may present additional complexities in terms of the Issuer’s legal compliance, which could adversely affect the results of operations and/or financial condition of the Issuer.

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Risks of South Korean Operations and Foreign Operations Generally

A significant portion of the Issuer’s operations are and for the foreseeable future are anticipated to be conducted in South Korea.

As such, the Issuer’s operations may be adversely affected by changes in South Korean government policies and legislation, particularly with respect to Blockchain, or social instability and other factors which are not within the control of Issuer, including, but not limited to, recessions, expropriation, nationalization and limitation or restriction on repatriation of earnings, longer receivables collection periods and greater difficulty in collecting accounts receivable, changes in consumer tastes and trends, renegotiation or nullification of existing contracts or licenses, regulatory requirements or the personnel administering them, currency fluctuations and devaluations, exchange controls, economic sanctions and royalty and tax increases, risk of terrorist activities, revolution, border disputes, especially with North Korea, implementation of tariffs and other trade barriers and protectionist practices, taxation policies, including royalty and tax increases and retroactive tax claims, volatility of financial markets and fluctuations in exchange rates, difficulties in the protection of intellectual property (which is discussed in further detail below under “Protection of Intellectual Property Rights”), labour disputes and other risks arising out of South Korean governmental sovereignty over the areas in which Issuer’s operations are conducted. The Issuer’s operations may also be adversely affected by social, political and economic instability and by laws and policies affecting foreign trade, taxation and investment. If the Issuer’s operations are disrupted and/or the economic integrity of its contracts is threatened for unexpected reasons, its business may be harmed.

In the event of a dispute arising in connection with the Issuer’s operations in South Korea, the Issuer may be subject to the exclusive jurisdiction of South Korean courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian judgments in such other jurisdictions. The Issuer may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Issuer’s activities in South Korea could be substantially affected by factors beyond the Issuer’s control, any of which could have a material adverse effect on the Issuer.

Management of the Issuer is unable to predict the effect of additional corporate and regulatory formalities which may be adopted in the future including whether any such laws or regulations would materially increase the Issuer’s cost of doing business or affect its operations in South Korea.

The Issuer may in the future enter into agreements and conduct activities outside of South Korea, which expansion may present challenges and risks that the Issuer has not faced in the past, any of which could adversely affect the results of operations and/or financial condition of the Issuer.

Regulatory Risks

Changes in or more aggressive enforcement of laws and regulations, including with respect to Blockchain, could adversely impact the Issuer’s business. Failure or delays in obtaining necessary approvals could have a materially adverse effect on the Issuer’s financial condition and results of operations. Furthermore, changes in government, regulations and policies and practices could have an adverse impact on the Issuer’s future cash flows, earnings, results of operations and financial condition. Regulatory agencies could shut down or restrict the use of platforms using Blockchain based technologies. This could lead to a loss of any investment made in the Issuer and may trigger regulatory action by the Ontario Securities Commission, the SEC or other securities regulators.

Internal Controls

The Issuer’s management is based out of Toronto, Canada, the location of the Issuer’s head office. Given that a majority of the activities of the Issuer take place in its South Korea branch office, including sales, research, and development activities, the ability of the Issuer’s executive management to oversee operations may be negatively impacted. While management periodically reviews and analyzes the operations of South Korea branch and has regular consultations with the management of this branch, an operational or financial deficiency that is not prevented or detected in a timely manner due to the nature of the Issuer’s operations may materially and adversely affect the Issuer and results of operations. The Issuer is currently working to enhance the Issuer’s internal controls structure as it relates to its operations in South Korea.

Dependence on Internet Infrastructure; Risk of System Failures, Security Risks and Rapid Technological Change

The success as a developer of Blockchain-based platforms will depend by and large upon the continued development of a stable public infrastructure, with the necessary speed, data capacity and security, and the timely development of complementary products such as high-speed modems for providing reliable internet access and services. It cannot be assured that the infrastructure that supports blockchain-based technologies will continue to be able to support the demands placed upon it by this continued growth or that the performance or reliability of the technology will not be adversely affected by this continued growth. It is further not assured that the infrastructure or complementary products or services necessary to make blockchain-based technologies viable will be developed in a timely manner, or that such development will not result in the requirement of incurring substantial costs in order to adapt the Issuer’s services to changing technologies.

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Disruption of its Information Technology Systems

The Issuer relies on information technology in virtually all aspects of its business. A significant disruption or failure of its information technology systems could result in service interruptions, security violations, regulatory compliance failures, and inability to protect information and assets against intruders, and other operational difficulties. Attacks perpetrated against its information systems could result in loss of assets and critical information and exposes it to remediation costs and reputational damage. A significant disruption or cyber intrusion could lead to misappropriation of assets or data corruption and could adversely affect its results of operations, financial condition and liquidity. Additionally, if the Issuer is unable to acquire or implement new technology, it may suffer a competitive disadvantage, which could also have an adverse effect on its results of operations, financial condition and liquidity. Cyber-attacks could further adversely affect the Issuer’s ability to operate information technology and business systems, or compromise confidential customer and employee information.

Risk of Theft and Hacking

Hackers or other groups or organizations may attempt to interfere with the Graph Blockchain Solution or the availability of it in a variety of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

Errors in Issuer’s Products

The Issuer’s products are highly technical and complex. The Issuer’s products may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in the Issuer’s products may only be discovered after they have been released. Any errors, bugs, or vulnerabilities discovered in the Issuer’s products after release could result in damage to the Issuer’s reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect the Issuer’s business and financial results.

Protection of Intellectual Property Rights

The Issuer’s strategy to protect any intellectual property rights it may have in the Graph Blockchain Solution is to rely on a combination of intellectual property protections, including patent applications, in the United States and South Korea, and license, employment and confidentiality agreements and software security measures to further protect its technology and brand.

South Korea, where most of the Issuer’s product development has taken place and will take place in the future, has been a World Trade Organization (WTO) member since 1995. WTO member nations must include certain intellectual property protection standards in their national laws, including with respect to patents, copyrights and trademarks. South Korea is also a signatory to a number of international intellectual property agreements.

Nevertheless, the steps the Issuer has taken to protect any rights may not be adequate to avoid the misappropriation of its technology or independent development by others of technologies that may be considered a competitor, particularly if the Issuer’s patent applications in the United States and South Korea are not approved. The Issuer’s intellectual property rights may expire or be challenged, invalidated or infringed upon by third parties. Any misappropriation of the Issuer’s technology or development of competitive technologies could harm its business and could subject it to substantial costs in protecting and enforcing any intellectual property rights, and/or temporarily or permanently disrupt its sales and marketing of the affected products or services.

Violation of Third Party Intellectual Property Rights

The only significant intellectual property rights of the Issuer are certain intellectual property rights the Issuer may obtain in the Graph Blockchain Solution and in other future products and solutions it develops. Although the Issuer is not aware of violating commercial and other proprietary rights of third parties, there can be no assurance that its products do not violate proprietary rights of third parties or that third parties will not assert or claim that such violation has occurred. Although no legal disputes in this respect or perceptible detrimental effects on the Issuer business have arisen to date, any such claims and disputes arising may result in liability for substantial damages which in turn could harm the Issuer’s business, results of operations and financial condition.

Use of Open Source Software

The Issuer’s Graph Blockchain Solution makes use of and incorporates open source software components. These components are developed by third parties over whom the Issuer has no control. There are no assurances that those components do not infringe upon the intellectual property rights of others. The Issuer could be exposed to infringement claims and liability in connection with the use of those open source software components, and the Issuer may be forced to replace those components with internally developed software or software obtained from another supplier, which may increase its expenses. The developers of open source software are usually under no obligation to maintain or update that software, and the Issuer may be forced to maintain or update such software itself or replace such software with internally developed software or software obtained from another supplier, which may increase its expenses. Making such replacements could also delay enhancements to its products.

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Certain open source software licenses provide that the licensed software may be freely used, modified and distributed to others provided that any modifications made to such software, including the source code to such modifications, are also made available under the same terms and conditions. As a result, any modifications the Issuer makes to such software may be made available to all downstream users of the software, including its competitors. In addition, certain open source licenses provide that if the Issuer wishes to combine the licensed software, in whole or in part, with its proprietary software, and distribute copies of the resulting combined work, the Issuer may only do so if such copies are distributed under the same terms and conditions as the open source software component of the work was licensed to the Issuer, including the requirement to make the source code to the entire work available to recipients of such copies. The types of combinations of open source software and proprietary code that are covered by the requirement to release the source code to the entire combined work are uncertain and much debated by users of open source software. An incorrect determination as to whether a combination is governed by such provisions will result in non-compliance with the terms of the open source license. Such non-compliance could result in the termination of the Issuer’s license to use, modify and distribute copies of the affected open source software and the Issuer may be forced to replace such open source software with internally developed software or software obtained from another supplier, which may increase its expenses. In addition to terminating the affected open source license, the licensor of such open source software may seek to have a court order that the proprietary software that was combined with the open source software be made available to others, including its competitors, under the terms and conditions of the applicable open source license.

Competition

The markets for Blockchain-based technology and database management systems generally are highly competitive on a local, national and international level.

There are no assurances that established companies in the Blockchain and database management industries, which may have greater financial, technical, and marketing resources than the Issuer does, will not choose to directly enter into the Issuer’s niche market and complete with the Issuer’s products and services. The Issuer’s competitors may also have a larger installed base of users, longer operating histories or greater name recognition than the Issuer will.

Dependence on Third Party Relationships

The Issuer is highly dependent on a number of third party relationships to conduct its business and implement expansion plans, including its relationships with IBM, Rainbow Soft Co. Ltd. (“ Rainbow ”) and the Issuer’s development consultant, Bitnine Global Inc. (“ Bitnine ”), one of two joint venture partners who collectively founded Graph under the Joint Venture Agreement dated November 21, 2017 between Bitnine and Datametrex AI Limited (“ Datametrex ”) establishing Graph as a joint venture (the “ Joint Venture Agreement ”). As of the date hereof, Rainbow is the Issuer’s sole distributor and IBM accounts for materially all revenue contracts obtained to date. Furthermore, Bitnine is the Issuer’s sole external development consultant, and historically the Issuer placed a material reliance on it to fulfill revenue contracts and to perform certain research and development activities. It cannot be assured that these relationships will turn out to be as advantageous as currently anticipated or that other relationships would not have proven to be more advantageous. More specifically, some of the risks include: assurance that such entity will perform their obligations as agreed, each company’s ability to continue as an ongoing concern, and a termination of the relationship with the Issuer.

Key Personnel

The future success of the Issuer will depend, in large part, upon its ability to retain its key management personnel and to attract and retain additional qualified marketing, sales and operational personnel to form part of its technical and customer services support staff. The Issuer may not be able to enlist, train, retain, motivate and manage the required personnel. Competition for these types of personnel is intense. Failure to attract and retain personnel, particularly marketing, sales and operational personnel, could make it difficult for the Issuer to manage its business and meet its objectives.

Failure to manage growth successfully may adversely impact the Issuer’s operating results. The growth of the Issuer’s operations places a strain on managerial, financial and human resources. The Issuer’s ability to manage future growth will depend in large part upon a number of factors, including the ability to rapidly:

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Inability to achieve any of these objectives could harm the business and operating results of the Issuer.

Failure to Grow at the Rate Anticipated

Graph is a start-up company with a limited history of sales and no record of profitability. If the Issuer is unable to achieve adequate revenue growth, its ability to become profitable may be adversely affected and the Issuer may not have adequate resources to execute its business strategy.

Management of Growth

The Issuer may be subject to growth-related risks including pressure on its internal systems and controls. The Issuer’s ability to manage its growth effectively will require it to continue to implement and improve its operational and financial systems. The inability of the Issuer to deal with this growth could have a material adverse impact on its business, operations and prospects. While management believes that it will have made the necessary investments in infrastructure to process anticipated volume increases in the short term, the Issuer may experience growth in the number of its employees and the scope of its operating and financial systems, resulting in increased responsibilities for the Issuer’s personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Issuer will also need to continue to implement and improve its operational, financial and management information systems and to hire, train, motivate and manage its employees. There can be no assurance that the Issuer will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support the Issuer’s operations or that the Issuer will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with this growth.

Litigation

The Issuer may become involved in litigation that may materially adversely affect it. From time to time in the ordinary course of the Issuer’s business, it may become involved in various legal proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause the Issuer to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on the Issuer’s business, operating results or financial condition.

More specifically, the Issuer may face claims relating to information that is retrieved from or transmitted over the Internet or through the solution and claims related to the Issuer’s products. In particular, the nature of the Issuer’s business exposes it to claims related to intellectual property rights, rights of privacy, and personal injury torts.

Conflicts of interest

The directors of the Issuer are required by law to act honestly and in good faith with a view to the best interests of the Issuer and to disclose any interests, which they may have in any project or opportunity of the Issuer. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. Conflicts, if any, will be subject to the procedures and remedies as provided under the British Columbia Business Corporations Act (the “ BCBCA ”). To the best of the Issuer’s knowledge, and other than disclosed herein, there are no known existing or potential conflicts of interest between the Issuer and its directors and officers except that certain of the directors and officers may serve as directors and/or officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Issuer and their duties as a director or officer of such other companies.

Currency Risk

While the Issuer is headquartered in Canada, has applied to list its Common Shares on a Canadian stock exchange and typically raises funds in Canadian dollars, certain of its operations may be conducted in Asia, the United States and Europe. As such, the Issuer’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Issuer.

No dividend history

No dividends have been paid by the Issuer to date. The Issuer anticipates that for the foreseeable future it will retain future earnings and other cash resources for the operation and development of its business. Payment of any future dividends will be at the discretion of the Board after taking into account many factors, including the Issuer’s financial condition and current and anticipated cash needs.

Market for Securities and Volatility of Share Price

There can be no assurance that an active trading market in the Issuer’s securities will be established or sustained. The market price for the Issuer’s securities could be subject to wide fluctuations. Factors such as announcements of quarterly variations in operating results and acquisition or disposition of properties, as well as market conditions in the industry, may have a significant adverse impact on the market price of the securities of the Issuer. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.

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Shareholders’ Interest may be Diluted in the Future

The Issuer will require additional funds for its planned activities. If the Issuer raises additional funding by issuing equity securities, which is highly likely, such financing could substantially dilute the interests of the Issuer’s shareholders. Sales of substantial amounts of shares, or the availability of securities for sale, could adversely affect the prevailing market prices for the Issuer’s shares. A decline in the market prices of the Issuer’s shares could impair the ability of the Issuer to raise additional capital through the sale of new common shares should the Issuer desire to do so.

General Development of the Business

Immediately prior to the Acquisition, the Issuer did not operate a business. Prior to such time, and during the Issuer’s three most recently completed financial years, the Issuer was principally a development stage company engaged in the business of developing and commercially exploiting an improved axial vane-type rotary engine known as the RadMax rotary technology used in the design of lightweight and high efficiency engines, compressors and pumps.

In September 2016, the Issuer entered into the Sale Agreement with Regi, which was amended and restated on February 14, 2017. The consideration received was 51,757,119 common shares of Regi. The Issuer obtained shareholder approval for the transaction by special resolution at a special meeting of the shareholders on November 18, 2016. The transaction received approval from the TSX Venture Exchange on February 17, 2017. The Issuer’s shares were voluntarily delisted from the TSX Venture Exchange at such time. The Issuer subsequently issued its shareholdings in Regi as a dividend in kind to its shareholders following such delisting.

The Board of Directors of the Issuer announced on June 29, 2018 that the Company and Graph entered into a non-binding Letter of Intent (the “ LOI ”) pursuant to which the Issuer would acquire all of the issued and outstanding securities of Graph in a reverse takeover transaction and the resulting issuer would continue the current business of Graph. As described herein, Graph is a Blockchain development company that provides high performance Blockchain solutions that include graphic data analysis and consulting services, implementation of data mining analysis through the use of graph databases and speed enhancements of Blockchain control systems for corporations and government agencies. “ Blockchain ” refers to a distributed ledger technology comprised of blocks that serves as a historical transaction record of all past transactions and can be accessed by anyone with appropriate permissions, whereby the blocks are chained together using cryptographic signatures.

Shareholder approval for the consolidation (the “ Consolidation ”) of the issued and outstanding common shares of Reg Technologies Inc. on the basis of one new common share for every ten (10) common shares of Reg Technologies Inc. and the filing of articles of amendment pursuant to the BCBCA to change the name of the Issuer to “Graph Blockchain Inc.” was obtained at an annual and special meeting of the shareholders of the Issuer on September 17, 2018. The Consolidation was effective as of October 22, 2018

The Acquisition was approved by the shareholders of Graph at a special meeting held on September 4, 2018 and was approved by a majority of the shareholders of the Issuer by way of written resolution on October 17, 2018.

Pursuant to the terms of the Acquisition, each shareholder of Graph would receive one Common Share of the Issuer for each share of Graph held prior to completion of the Acquisition.

On November 6, 2018, Graph commenced a private placement of 3,354,866 units at $0.30 per unit for aggregate gross proceeds of $1,006,460 (each, a “ Financing Unit ”), each comprised of one share (a “ Financing Share ”) and one warrant (a “ Financing Warrant ”) that closed concurrently with the Acquisition (the “ Concurrent Financing ”). The Financing Shares and Financing Warrants issued in connection with the Concurrent Financing were subsequently exchanged for Common Shares and Warrants of the Company on completion of the Acquisition on a one for one basis. The Financing Warrants entitled the holder to acquire one Graph Share for each Financing Warrant held at a price of $0.40 per Graph Share for a period of 18 months from the closing of the Concurrent Financing, which were exchanged for Warrants of the Company with similar terms on a 1:1 basis at the closing of the Acquisition as described below.

In connection with the Acquisition and the Concurrent Financing, a fee equal to 0.5% of the pre-money valuation of Graph in Common Shares was paid to 514 Finance Inc. (the “ Finder’s Fee ” and such shares, the “ Finder’s Fee Shares ”) in accordance with Canadian securities laws.

The Acquisition

On November 6, 2018, the Issuer entered into the Amalgamation Agreement with Subco and Graph to carry out the Acquisition initially announced by the Issuer on June 29, 2018 following the signing of the LOI. The Acquisition was carried out by way of a three-cornered amalgamation in accordance with the provisions of the OBCA, pursuant to which, among other things:

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The Acquisition of Graph was an arm’s length reverse takeover transaction for the Issuer. No formal valuation was commissioned or received in connection with the Acquisition.

Current Operations

Effective on the closing of the Acquisition, the Company has been carrying on the business of Graph.

Graph is a private company incorporated under the laws of the Province of Ontario and is based in Toronto, Ontario. Graph is a Blockchain technology company that develops, markets and implements high performance private Blockchain database management solutions. “Blockchain” as used herein means a distributed ledger comprised of blocks that serves as a historical transaction record of all past transactions and can be accessed by anyone with appropriate permissions. Blocks are chained together using cryptographic signatures.

Graph was established as a joint venture company between Bitnine and Datametrex on November 22, 2017. Datametrex is a reporting issuer in British Columbia, Alberta and Ontario listed on the TSX Venture Exchange that is focused primarily on collecting, analyzing and presenting structured and unstructured data using machine learning and artificial intelligence, and engaging in industrial scale cryptocurrency mining. Datametrex was incorporated under the OBCA on March 4, 2011 and is based in Toronto, Ontario, Canada. Bitnine is a private company incorporated in the State of California on November 12, 2015 that specializes in providing graph database management systems and data modelling solutions and is based in San Francisco, California. Most significantly, Bitnine developed the “AgensGraph” solution on which the Graph Blockchain Solution is substantially dependent, as is discussed in further detail below.

Pursuant to the terms of the Joint Venture Agreement, Datametrex was responsible for organizing the corporation and for arranging for its initial financing. Bitnine was in turn responsible for assisting in the development of the Graph Blockchain Solution prototypes and is also responsible for marketing and selling the product in South Korea, a jurisdiction in which Bitnine has a significant customer base.

At a high level, the Company’s business will revolve around its “ Graph Blockchain Solution ”, currently in the quality testing phase for version 1.0. The Graph Blockchain Solution enables users to replicate the full set of transactions of a peer in the Blockchain by modeling them in a graph database. In computing, a graph database is a database that gives equal importance to data and the relationships between data points. A key benefit of the graph structure is the ability to link data from a variety of different sources directly (in this case, separate blocks in the chain), and retrieve them with one operation. Specifically, the graph database modeling provides for a unique and more streamlined way of filtering through Blockchain based data, providing users with querying capabilities, data optimization, and advanced analytics. In addition to enhanced transaction speed, Graph Blockchain solution provides essential benefits such as time-to-market agility, visualization of data flows, and transparent transactions. Since the solution uses a hybrid of both graph and traditional relational databases, it offers flexibility in terms of development in situations where the applicable business environment continuously changes. As a complete end-to-end solution that is designed to integrate fully into an end user’s existing technical infrastructure, Graph offers customized business intelligence applications and dashboards for the end user, according to the client’s needs, giving users enhanced traceability and analytical insights. Please refer to Item 5.C “Research and Development, patents and licenses” for a more detailed breakdown of the existing and planned features and functionalities of the Graph Blockchain Solution.

As of the date hereof, the Company has not entered into any contracts with end users for its Graph Blockchain Solution. Rather, the Company, together with its development partner, Bitnine, has contracted with several large multinational entities to build scaled down prototypes to provide such entities with a proof of concept for the Graph Blockchain Solution. These scaled down prototypes are built on the basis of an earlier version of the Graph Blockchain Solution and provides users with only a fraction of the functionality that the Graph Blockchain Solution will offer. As part of this prototype building process, the Company has gained a considerable amount of feedback and

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insight on its product from both Bitnine, who built the scaled down prototype (on the basis of the core Blockchain engine provided by the Company) and from the end users. It is this technical knowledge transfer, insight and feedback that the Company intends to employ as it begins to market its Graph Blockchain Solution.

Despite its involvement in the Blockchain industry, the Company is not a cryptocurrency company and has no intention of holding cryptocurrencies or otherwise accepting cryptocurrencies as a method of payment for its Graph Blockchain Solution

Products and Services

1. Products

The Issuer’s principal product is the Graph Blockchain Solution, which is discussed above.

As of the date hereof, the Issuer already has a number of contracts in respect of the development of customized prototype Blockchain interfaces based on the underlying Graph Blockchain Solution, all of which, with the exception of a contract with Revive Therapeutics Ltd., are with customers in South Korea. With respect to a majority of these contracts, the Issuer has already delivered to the end user a prototype solution which the end user is currently reviewing within the context of their business to ensure it meets their needs. Such contracts are therefore not referenced in Item 5.D “Trend Information and Business Objectives”, which provides additional details on the projected timelines for previously announced contracts for which the prototypes are still in development, such as Samsung. With the exception of the contract for Samsung, which is also referenced in Item 5.D “Trend Information and Business Objectives” above, all of the contracts discussed below have been fulfilled by the Issuer as of the date of this Form 20-F.

These prototype contracts are all independent from any future contracts for the development of the full-scale Graph Blockchain Solution and none of the customers below have any obligation to proceed with the purchase and integration of the Graph Blockchain Solution.

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Receipt of funds for prototype solutions by the Issuer are initially deferred, and are recognized as revenue upon the acceptance of the prototype solution.

2. Services

While the Graph Blockchain Solution is expected to be simple to install and is not expected to disrupt existing business intelligence systems, the Issuer’s business is anticipated to include an internal customer service team to assist users of the Graph Blockchain Solution with any customer service issues that may arise.

Business Strategy

1. Production

As of the date of this Form 20-F, the Issuer employs five full time research and development employees, who are located in South Korea and who are responsible for building, testing and integrating the Blockchain technology and the graph database that comprise the Graph Blockchain Solution. With the development of version 1.0 of the Graph Blockchain Solution being completed and currently in the quality testing phase, the Issuer is moving all significant research and development activities inhouse to its development team in South Korea, and is expected to gradually phase out its reliance on external technical consulting from Bitnine. With respect to the prototype solutions discussed above, the Issuer relied extensively on the consulting and technical expertise of the development team at Bitnine for the prototypes’ development and outsourced a significant amount of its technical work to them. As a result of this significant outsourcing, the development of these prototypes resulted in prototypes earning the Company minimal operating margins. The Issuer has made significant progress towards, and intends to continue, enhancing the knowledge base of its technical team, largely through knowledge gained during the prototype development undertaken by Bitnine. By early 2019, the Issuer aims to only consult with Bitnine for certain highly technical prototype builds and to perform the remainder of its research and development work in house. The margins on any contracts for the fully integrated Graph Blockchain Solution itself are anticipated by the Issuer to be much higher.

2. Distribution and Target Markets

Under the terms of the Joint Venture Agreement, Bitnine shares responsibility with the Issuer for the marketing and sales of Graph’s products and solutions.

In addition, Graph currently has an agreement with Rainbow, a company with its head office and operations in the Republic Korea, dated February 26, 2018, to act as a non-exclusive distributor in South Korea of its Graph Blockchain Solution (including the prototypes). Pursuant to the terms of the distribution agreement, attached to this Form 20-F as Exhibit 4.5, Rainbow has a non-exclusive right to market and distribute products for the Issuer in South Korea for a period of twenty-four months. This initial twenty-four month period may be renewed for a second twenty-four month period upon the prior mutual agreement of the parties. Under the terms of the agreement, once Rainbow has an order from a customer for the Issuer’s solution, Rainbow shall provide the same order to the Issuer and the Issuer will then prepare an invoice for the work requested and begin modifying the Graph Blockchain Solution according to the specifications requested. Rainbow will be responsible for liaising with the customer, delivering the solution to the customer, remitting all funds received from the customer to the Issuer and providing the Issuer with an inspection certificate once the product is accepted. As compensation for acting as a distributor, Rainbow earns a fee equal to 5% of the value of the contract to the Issuer.

As of the date hereof, almost all of the Issuer’s contracts for the development of prototype solutions have been procured by IBM. As Graph’s Blockchain Solution is based on IBM’s Hyperledger Fabric, IBM is able to offer the Issuer’s solution as a seamless add-on to existing technical solutions it is building for customers in a variety of industries. In other words, IBM is able to offer end users Graph’s Blockchain Solution as an integrated component of the larger software solutions it is building for companies like LG and Samsung.

To reduce its economic dependence on IBM and to initiate direct sales of its customized software solutions, on April 20, 2018, Graph established a South Korea branch office with a sales department. Through its Korean sales team, the Issuer intends to focus its sales efforts on engaging existing clients of Datametrex and Bitnine, including Samsung, LG Electronics and Lotte, and entering into agreements with such companies for the development of bespoke Blockchain solutions. As of the date of this Form 20-F, the Korean sales team has not procured any contracts for the Issuer. The Issuer also intends to build reseller and system integration (“SI”) partner networks, wherein the partners will incorporate the Issuer’s solutions as a complementary offering to their independent products. The ultimate objective is that these partners will conduct an assessment of the client’s needs and customize the Graph Blockchain Solution so that it is effectively integrated and functional for the client’s environment. The Issuer’s marketing and distribution strategy will consist of the combination of selling both directly and through partnerships, which is anticipated to increase the speed of market penetration. Graph has, and the Issuer plans to continue to sponsor trade shows, conferences, and meet-ups to get market recognition among the Blockchain developer community and to generate sales leads. The Issuer also plans to contribute to the Hyperledger open source community. Hyperledger is one of the leading open source frameworks initiated by the Linux Foundation, one of the largest non-profit organizations in the world dedicated to supporting open source technologies, to support the collaborative development of Blockchain-based distributed ledgers. As the Issuer further grows and develops, the Issuer intends to sell its solutions in North America, Europe and Asia through such channels. For greater certainty, the Issuer has no contracts in North America or Europe as of the date hereof.

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The principal markets and industries for the solutions offered by the Issuer are expected to include, but are not limited to:

3. Sales and Marking

The Graph Blockchain Solution will be custom built and sold on an annual fee basis. This fee bundles costs such as solution, installation, initial setting, configuration, warranties and upgrades. The Issuer is analyzing options for unbundling some of these components, which would allow it to reduce the current sticker price of individual units where economies of scale can be achieved. As of the date of this Form 20-F, the Issuer has a dedicated sales team of 4 full time employees located in its Korean branch and 1 full time employee located in its Canadian head office. The team’s current role includes supporting IBM’s sales proposals, initiating and building relationships with other customers with the goal of closing direct sales, and building the reseller and SI program. As described in the business objectives above, the Issuer also plans on expanding the North American sales team

4. Specialized Skill and Knowledge

The Issuer has a team with significant software development, go-to-market, marketing and Blockchain experience, as is discussed in further detail below. This team is largely comprised of the Issuer’s employees and management, all of whom will be active in the day-to-day operations of the Issuer.

For example, the employee in charge of Graph’s research and development team in Korea is a full-time employee that has developed businesses, planned and managed projects with various organizations such as government agencies and educational institutes in information technology for over 17 years, including with Bitnine. Currently, he is in the process of obtaining his of Information Technology Engineering Ph.D. degree. His primary research includes traversal performance of Blockchain and use cases of Blockchain technology in databases.

Moreover, since South Korean business environment in which the Issuer primarily operates is significantly different from that found in North America, the management of the Issuer has been structured with the appropriate experience and expertise for operating in South Korea. This will assist the board in identifying the specific risks associated with the Issuer in operating in Korea, and will ensure that the board’s governance and oversight responsibilities are properly discharged.

In terms of management experience in South Korea, the geographic focus of the Issuer’s business as of the date of this Form 20-F, Steve Kang, the Chief Financial Officer of the Issuer, was born and educated in Korea and worked as a financial analyst for LG Honeywell in Seoul, South Korea. In addition, both Steve Kang and Peter Kim, Chief Executive Officer and a director of the Issuer, are fluent in both English and Korean. The Issuer expects to retain independent certified translators when necessary to overcome any language and cultural barriers. Moreover, senior management of the Issuer has taken multiple trips to Korea over the years and have spent considerable time with customers, partners and local advisors in South Korea in an effort to further understand how business is conducted in South Korea. The Issuer also works with entities like IBM and its distributor, Rainbow, a marketing and distribution company located in Korea, to provide it with further insights on working within these markets. These relationships are on an arm’s length basis and there is no common management between either of these entities and the Issuer. The Issuer further intends to utilize this experience and understanding to orient and train the other members of its board of directors on the differences between the North American and the Korean market. These steps are expected to mitigate some of the risks associated with the language barrier and other cultural differences applicable to operating in Korea.

Accordingly, the Issuer believes that, through their previous experience and involvement with companies operating in South Korea, the Issuer’s management and board have the requisite knowledge of the local business environment to effectively conduct business in South Korea and to develop a governance framework to mitigate the risks of operating in South Korea.

The Issuer’s board consists of individuals with a breadth of expertise, including capital markets, sales and marketing. For example, David Posner acted as Chief Executive Officer of Nutritional High International Inc. from May 2015 to July 2016, which is listed on the CSE. Prior to that, he had a twenty year career running privately held real estate funds both commercial and residential, based in Toronto.

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Competition

The Company intends to operate in a niche market segment and focus on developing bespoke blockchain graph database management solutions for companies in a variety of industries.

While the Blockchain and database management markets are generally highly competitive with many established and emerging players, including a number of technology companies that develop private enterprise blockchains such as LeewayHertz, NEM, Quest Global Technologies, and Kaleido, there are few companies focusing on the specific market segment the Company has identified. Further, in the Company’s view, should the intellectual property protections the Company has applied for be approved, it will be difficult for other companies to offer products and services similar to that of the Company.

The Company believes that the Graph Blockchain Solution has the following strengths that differentiate it from the other available Blockchain or database management systems on the market:

Transaction Speed

The Graph Blockchain Solution’s speed and efficiencies make it an ideal Blockchain platform for real-time transactions, specifically in the fintech, logistics, and real estate sectors.

Data Management

Utilizing its graph database platform, the Graph Blockchain Solution presents data to dashboards and user interfaces in real-time. Graph’s technology allows users to filter the data into transactional data and all the related data. This increases the solution efficiencies and is not otherwise available on the market to the Company’s knowledge. The Company’s research and development team will also customize a solution that provides access to data for timely strategic decisions.

Advanced Analytics

The Graph Blockchain Solution provides real-time advanced analytics. Graph’s approach provides access to business insights not available through traditional platforms. Management believes what differentiates this solution from others is its unique method of organizing data. This allows it to generate executable business insights.

Seasonality

Not applicable

Legal Proceedings

There are no legal proceedings to which the Issuer or its subsidiary is, or has been, a party or of which any of their property is, or has been, the subject matter. Additionally, to the reasonable knowledge of the management of the Issuer and its subsidiary, there are no such proceedings contemplated.

Material Effects of Governmental Regulations

As of the date of this Form 20-F, the Issuer operates primarily in South Korea. The Issuer anticipates its operations will be dependent on this emerging market for the near term future.

As part of operating in South Korea, the Issuer is subject to the evolving legal framework in South Korea with respect to Blockchain technology. To the knowledge of management of the Issuer, while cryptocurrency exchanges and other aspects of the digital currency industry have been curtailed by the Korean government and regulators, no restrictions or conditions have been imposed by the Korean government and regulatory authorities on the ability of the Issuer to operate in Korea in the manner in which its business is presently conducted.

While there are risks to the Issuer associated with changes in the existing legal framework with respect to Blockchain, generally, Korea’s legal system, which is a civil law based system, has experienced political and economic stability for many years, despite ongoing military tensions with North Korea. Nevertheless, given the constantly evolving nature of the Issuer’s industry, the Issuer intends to work closely with Korean legal advisors to ensure it is continually able to conduct its business as intended as the legal framework develops. Management and the board of the Issuer will revisit the risks associated with operating in Korea to the extent there are changes to the legislative framework and adjust its business and governance practices accordingly.

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Due to the nature of its business, the Issuer is also subject to the legal regime in South Korea with respect to intellectual property. The Issuer’s strategy to protect any intellectual property rights it may have in the Graph Blockchain Solution is to rely on a combination of intellectual property protections, including patent applications, license, employment and confidentiality agreements and software security measures to further protect its technology and brand. South Korea has been a World Trade Organization (WTO) member since 1995. WTO member nations must include certain intellectual property protection standards in their national laws, including with respect to patents, copyrights and trademarks. South Korea is also a signatory to a number of international intellectual property agreements. Management believes the standard of intellectual property protection in such jurisdiction to be of a reasonably high standard and thus does not view intellectual property infringement to be a material risk as it relates to its operations in South Korea.

The Issuer currently owns no real property in South Korea and does not anticipate any local laws and customs regarding rights and ownership to property to impact its business. The Issuer is not aware of any restrictions on the ownership of property which might impact its business.

As the Issuer will use South Korean distributors to facilitate the payment to the Issuer from the sale of its Graph Blockchain Solution to end user customers, the Issuer will also need to rely on and understand banking customs in South Korea. From their prior experience in operating in Korea, management of the Issuer believes that Korea’s banking system and standards for professional services are comparable to that of North American countries. Further, according to the Korea Financial System Stability Assessment by the International Monetary Fund in 2014: “Korea has a well-developed payment, clearing and settlement infrastructure, but there is room to increase compliance with international standards”. In addition, to the knowledge of the Issuer, there is no currency transfer limit in Korea. Korea has liberalized foreign exchange controls in line with OECD benchmarks. Foreign firms may remit profits to Canadian banks provided that the foreign firm complies with the notification requirements of applicable legislation.

In terms of corporate structure, management of the Issuer will engage with and supervise local management of the Korean office. Pursuant to Korean law, a branch office is distinct from a subsidiary and is treated as a separate taxable entity that is able to operate as a revenue generating entity. Sales and manufacturing activities are allowed and there is no minimum capital requirement at establishment. Further, branch offices do not maintain their own board of directors. As such, the Issuer maintains responsibility for overseeing the operations of the employees in Korea.

Finally, management believes that an appropriate legal framework exists for the enforcement of Canadian judgements in South Korea. The enforcement of foreign judgments in Korea is governed by the Korean Civil Procedure Act. A court may enforce a Canadian judgment provided it satisfies certain requirements of that act including that (i) the international jurisdiction of the foreign court is recognized under legislation or treaties, (ii) the defendant has received under a lawful method, service with sufficient time to reply, (iii) the foreign judgment does not violate public policy – being the ‘good morals and other social order’ of Korea and (iv) there is reciprocity between Korean and the foreign jurisdiction in which the judgment was rendered. As of the date hereof, Ontario, where the Issuer’s management and board of director reside, has already been recognized as a reciprocal jurisdiction. However, as Korea is not a party to the HCCH Convention on the Recognition and Enforcement of Foreign Judgments in Civil and Commercial Matters 1971 (Hague Foreign Judgments Convention) or any other bilateral or multinational treaties for the reciprocal recognition and enforcement of foreign judgments, there is a risk that legislative or judicial changes may prevent the recognition of Canadian judgements in South Korea.

The Company has one wholly-owned subsidiary: Graph Blockchain Limited.

The Company does not own any real property. The Company leases office space in Seoul, South Korea, measuring approximately 84.44 square meters for sales and technology development and support.

In the three months ended July 31, 2018, the Issuer recorded foreign exchange loss of $609 compared to foreign exchange loss of $1,292 recorded for the three months ended July 31, 2017, both resulting from the increase in exchange rate on the Issuer’s accounts payable denominated in US dollars.

In the fiscal year ended April 30, 2018, the Issuer was searching for viable business opportunities; since that date, all expenses have generally increased, as the Issuer focused on executing its LOI with Graph and completing the Acquisition. Details of the operating expenses are as follows:

In the three months ended July 31, 2018, the Issuer recorded interest expense of $1,437 on secured promissory note of $21,339 (net of unamortized discount of $8,611). In the fiscal year ended April 30, 2018, it did not have any interest-bearing debt.

As the Issuer was reorganizing its business during the last eight quarters, variances by quarter reflect our corporate activity and the funds for financing available for its operations.

Operating loss during the three months ended July 31, 2018 was significantly higher than the previous quarters, as the Company focused on completing the Acquisition.

Results of Operations for the Fiscal Year ended April 30, 2017 Compared to the Fiscal Year Ended April 30, 2016

We incurred a net loss of $105,762 during the year ended April 30, 2017, compared to a net loss of $1,646,708 during the year ended April 30, 2016. The significant difference was due to loss on a write-off of a receivable from Regi of $1,456,985 recorded during 2016 as the management did not have reasonable expectations for collecting the amount. In 2016, the Issuer also recorded interest income of $304 and gain on debt settlement of $6,586.

Total general and administration expenses decreased from $196,613 in 2016 to $105,762 in 2017. During the year ended April 30, 2017, the Issuer was reorganizing and selling its rights to the technology, resulting in research and development expense reduction from $53,983 in 2016 to $Nil in 2017. The Issuer was completely inactive for part of 2016, therefore management fees were incurred for only part of the year at $42,959, which was increased to $50,000 in 2017 as the Issuer actively worked on reorganizing its business. During 2017, the Issuer’s management streamlined the operations with no supporting staff, therefore office expenses decreased from $26,061 in 2016 to $3,155, rent and utility decreased from $13,950 in 2016 to $Nil in 2017, and wages and benefits decreased from $19,007 in 2016 to $Nil in 2017. Professional fees increased from $28,159 in 2016 to $41,812 in 2017 and travel expenses increased from $Nil in 2016 to $3,097 in 2017 as the Issuer engaged accounting, legal and other consulting services for reorganization and meeting the related regulatory requirements. In 2017, the Issuer did not engage shareholder communication or shareholder relation services, as the Issuer sold its assets and voluntarily delisted from the TSX Venture Exchange. In 2016, the Issuer incurred $21,276 on shareholder communication related services. In 2016 the Issuer incurred more filing fees than in 2017 when the Issuer voluntarily delisted from both the TSX Venture Exchange and OTC, thus transfer agent and filing fees decreased from $15,907 in 2016 to $8,823 in 2017. During the year ended April 30, 2017 the Issuer recorded foreign exchange gain of $1,125, a decrease from $24,689 in 2016.

Revenue

For the period from November 22, 2017 to July 31, 2018, revenue of $15,000 was recognized from blockchain planning and consulting services provided to a Canadian customer in the medical cannabis industry. Graph also recognized contract liabilities, and corresponding inventory, in the amount of $534,392, which will be recognized to revenue and operating expenses subsequent to July 31, 2018 upon their acceptance by the customer as follows:

The Company has made a number of achievements in their product development and in securing proof of concept (PoC) prototype contracts. The Company has identified key focus areas, including logistics, fintech, and the cannabis sectors, which continue to be high growth areas and are expected to be major contributors in driving the Company’s growth. In addition, our sales team continues to identify new potential clients that will benefit from Graph’s solution offerings.

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Expenses

For the period from November 22, 2017 to July 31, 2018, $2,365,742 of share based expenses were included in $3,786,350 of total expenses incurred. Certain significant items are noted:

Segment information

Graph has two operating and reportable segments as defined in note 2 to its financial statements.

Segment information of Graph is summarized as follows:

For the period from November 22, 2017 to July 31, 2018, net cash used in operating activities was $1,337,333, net cash used in investing activities was $29,114, and net cash provided from financing activities was $3,731,230.

At July 31, 2018, Graph had working capital of $2,529,505 and a net loss of $3,772,838. Graph’s ability to continue as a going concern at such time was dependent upon the ability of Graph to generate revenue and positive cash flows from its operations.

As of April 30, 2018 and April 30, 2017, we had no cash. As of April 30, 2018 and April 30, 2017, we had a working capital deficit of $248,794 and $178,839, respectively.

The Concurrent Financing raised aggregate gross proceeds of $1,006,460. In conjunction with $2,076,058 in working capital available to the Issuer as of September 30, 2018, the Issuer had aggregate gross funds of $3,082,518 available following completion of the Concurrent Financing. After deducting fees and expenses of approximately $33,000 for the Concurrent Financing and $250,000 in transaction costs associated with the Acquisition (inclusive of legal, accounting, printing costs and various fees associated with the Acquisition), the Issuer has $2,799,518 of estimated funds available upon completion of the Acquisition.

The table set forth below contains a more detailed breakdown of the estimated available funds following completion of the Acquisition:

Use of Funds

At a high level, the Issuer intends to use the funds available to it principally to further its business objectives and pursue its growth strategy as follows:

Funds that are not immediately committed to the various uses described above will be invested in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, guaranteed obligations, and bank demand deposits.

The table below provides a more detailed breakdown of the proposed principal uses for the estimated available funds available over the next twelve months.

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The above uses of available funds are estimates only. Notwithstanding the proposed uses of available funds as discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary, including due to demands for shifting focus or investment in marketing and business development activities, requirements for accelerating, increasing, reducing, or eliminating initiatives in response to changes in market, regulations, and/or developments in research and design, unexpected setbacks, and strategic opportunities, such as partnerships, strategic partners, joint ventures, mergers, acquisitions, and other like opportunities. It is difficult at this time to definitively project the total funds necessary to execute the planned undertakings of the Issuer. For these reasons, management considers it to be in the best interests of the Issuer and its shareholders to permit management a reasonable degree of flexibility as to how the Issuer’s funds are employed among the above uses or for other purposes, as the need may arise.

In the Issuer’s opinion, the working capital is sufficient for its present requirements.

The Issuer utilizes two open source technologies as the underlying building blocks of its Graph Blockchain Solution. In particular, the Issuer uses Hyperledger Fabric, which was developed by IBM for the Blockchain aspects of its solution and AgensGraph, a technology developed by Bitnine, for the graph modeling aspects of its solution. The unique aspect of the Graph Blockchain Solution relates to the manner in which these two technologies are customized and combined together to model blockchain technologies on a graph database.

This methodology for combining these two technologies was initially developed by an employee of Bitnine. On March 23, 2018, the employee filed two patents with the United States Patent and Trademark Office, in concert with filing two patents with the Korean Intellectual Property Office on March 26, 2018. The patents relate to methodologies, processes and algorithms developed by the employee, which focus on the enhancement of transactional performance for private Blockchains. This includes data gathering and throughput, optimization and presenting the data to a user interface dashboard at rates that are considerably faster than traditional relational based systems. Pursuant to a Combined Declaration and Assignment for Utility Patent and Design Patent Applications dated April 4, 2018, the employee transferred his entire and exclusive right, title and interest to the four patent applications and all letters patent to be obtained with respect to said applications to Graph in consideration for an aggregate payment of $40,000, of which $10,000 has been paid as of the date hereof.

As of the date hereof, an additional two patents are in the process of being prepared by the Issuer for filing with the United States Patent and Trademark Office. These patents relate to the control system and method for controlling a private blockchain system, including the technical schema of the solution, and the visualization and analysis of the graph data.

The above noted patents are still in the application stage and there can be no guarantees that the Issuer will obtain such patents.

The Issuer also intends to protect any rights it may in hold in the Graph Blockchain Solution by attempting to ensure that any intellectual property rights that may otherwise be owned by or attributable to its developers in South Korea are transferred to the Issuer. More specifically, all developers currently have assignment of intellectual property clauses in their employment contracts.

Finally, the contracts that the Issuer has with its distributors, and will have with the ultimate end-users of its solutions, also provide that the ownership of all intellectual property pertaining to the Issuer or its subsidiary and their products, including trademarks, trade names and copyright, remains with the Issuer or its subsidiary.

For a discussion of the risks relating to the Issuer’s intellectual property, please refer to “ Protection of Intellectual Property Rights ”, “ Violation of Third Party Intellectual Property Rights ” and “ Use of Open Source Software” in Item 3.D Risk Factors.

The Issuer expects to accomplish the following business objectives over the following 12-month period.

Further information on the Samsung contract included in the table below is disclosed in Item 4.B “ Business Overview” as the Issuer has already commenced development of this prototype as of the date of this Form 20-F. The other contracts listed in this section have not been secured as of the date of this Form 20-F and they may not be consummated on terms as described herein or at all.

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The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

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Notes:

Each of our directors will serve until the next annual meeting of our shareholders. None of our directors have service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment.

The Company’s Audit Committee consists of Peter Kim, David Posner and Todd Shapiro.

The Board may from time to time establish additional committees.

Set forth below is certain biographical information furnished to us by our directors and executive officers. There are no family relationships among any of our current directors or executive officers. No director or executive officer was appointed as a director or executive officer of the Company pursuant to any arrangement or understanding with any major shareholder, customer, supplier or other person.

Peter Kim – Chief Executive Officer and Chairman

Peter has over 18 years of experience in financial services and capital markets, having been licensed to offer investment advice both in the US and Canada. During his tenure serving as head institutional trader at multiple Canadian-based investment banks, demonstrated a history of improving liquidity for small and mid-cap companies, in conjunction with raising capital through equity, debenture and derivative private placements. He is experienced in working with both private and public companies through all stages of financing, including seed rounds to IPO’s, and has developed strong relationships with institutional asset managers, hedge fund managers, as well as wealth management teams and investment advisors at the major Canadian banks.

Mr. Kim intends to devote 100% of his time to the Company. As an employee, Mr. Kim has non-competition, non-solicitation and non-disclosure obligations with respect to the Company pursuant to his employment contract.

Steve Kang – Chief Financial Officer and Corporate Secretary

Steve Kang is a seasoned finance and accounting professional. Steve has acquired a wealth of finance expertise and experience over 25 years from working at Honeywell, LG Electronics, and various accounting firms and public companies in Canada. He served as a VP in Finance at Loyalist Group Limited. Most recently, as CFO and VP finance, he spearheaded Datametrex Ltd.’s qualifying transaction with Everfront Ventures Corp. (currently Datametrex AI Limited) in June 2017 and Datametrex is now a listed company on the TSX Venture Exchange. He has attained a B.A. in Economics from Korea University and has obtained Certified Management Accountant (USA) and Chartered Professional Accountant, CGA (Ontario) designations.

Mr. Kang intends to devote approximately 50% of his time to the Company. As an employee, Mr. Kang has non-competition, non-solicitation and non-disclosure obligations with respect to the Company pursuant to his employment contract.

David Posner – Director

David Posner has been a consultant to Quinsam Capital Corp. since December 27, 2017. Mr. Posner served as Chief Executive Officer and President of Nutritional High International Inc. (formerly, Sonoma Capital Inc.) from July 7, 2014 until July 25, 2016. Mr. Posner served as an Acquisitions Manager of Stonegate Properties Inc., where he managed real estate properties and brokered deals in Canada and Oklahoma. He served as the Managing Director of Sales & Acquisitions for Maria Chiquita Development Company from 2005 to 2012. From 2004 to 2007, he was a partner in a private investment group involved in the acquisition, re-zoning and re-positioning for sale of land holdings in Costa Rica and Panama. He brought “Hempen Gold”, the first hemp-infused beer to Canada. He imported and created marketing

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and branding initiatives for various other alcoholic products in Canada. He has been the Chairman of Nutritional High International Inc. since July 25, 2016. He has been a Director of Nutritional High International Inc. since July 2014. Mr. Posner is a director of The Lineage Grow Company Ltd., Capricorn Business Acquisitions Inc. and Aura Health Corp. He served as a Director at The Tinley Beverage Company Inc. from October 2, 2015 to February 28, 2017. Mr. Posner holds a Bachelor of Arts degree from York University.

Mr. Posner intends to devote approximately 5% of his time to the Company. Mr. Posner has not entered into any non-competition or non-agreement in connection with serving as a director of the Issuer.

Todd Shapiro – Director

Todd Shapiro has been a Toronto radio show host and a familiar voice on Canada’s airwaves for over 18 years. Todd has also worked with a range of companies as a brand ambassador, including Chrysler/Dodge/Jeep, Pizza Pizza, Sony Pictures, Subway Restaurants, Huggies Pull-Ups, Intact Insurance, Mene Jewelry and E & J Gallo Winery.

Todd Shapiro currently serves as an Honorary Chair for the Road Hockey To Conquer Cancer for the Princess Margaret Cancer Foundation.

Mr. Shapiro intends to devote approximately 5% of his time to the Company. Mr. Shapiro has not entered into any non-competition or non-agreement in connection with serving as a director of the Issuer.

There is no family relationship between directors or officers. Please refer to Item 7.B. – Related Party Transactions.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.

The objectives, criteria and analysis of the compensation of the executive officers of the Issuer following the completion of the Acquisition will be determined by the board and are expected to be substantially similar to how Graph currently compensates its executive officers, with the exception that the Issuer intends stock options to be a much more central element of its executive compensation program.

Historical Compensation of Reg Technologies Inc.

During the fiscal year ended April 30, 2018, the Issuer had one NEO being Paul Chute, CEO and CFO.

“ Named Executive Officer ” or “ NEO ” means: (a) each CEO, (b) each CFO, (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of a company, nor acting in a similar capacity, at the end of that financial year.

Prior to the Acquisition, the Issuer’s board of directors consisted of three directors, two of whom were independent non-executive directors. All members of the board of directors are members of the audit committee. The following table provides certain information about the members of the Issuer’s board of directors.

For the fiscal year ended April 30, 2018:

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There was no stock option-based award granted to the directors that was outstanding at April 30, 2018 or the date of the Acquisition.

The following table provides a summary of the compensation earned by, paid to, or accrued and payable to, each NEO of the Issuer during the fiscal years ended April 30, 2018, 2017 and 2016.

Notes :

There were no employment agreements or other compensating plans or arrangements with regard to any of the NEOs that provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of the Company or from a change in NEO’s responsibilities following a change in control. No stock-based or stock option-based awards were granted to the NEOs during the years ended April 30, 2016, 2017 and 2018; no stock options granted to the NEOs were outstanding at April 30, 2018 or the date of the Acquisition. The Company did not offer any pension plan benefits or deferred compensation plans for its NEOs or employees. The Company had no plans or arrangements with respect to remuneration received or that may be received by the NEOs as at April 30, 2018 or the date of the Acquisition in view of compensating such officers in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control.

Compensation Policies of Graph Blockchain Limited

Graph’s NEOs for the most recently completed financial year were Andrew Ryu, the former Chief Executive Officer of Graph and Steve Kang, the Chief Financial Officer of Graph.

Compensation Discussion and Analysis

Overview, Philosophy and Objectives

Graph does not have a formal compensation program. The board of directors of Graph meet to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of Graph’s compensation strategy were to: (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management’s interests with the long-term interests of shareholders; (c) provide a compensation package that was commensurate with other Blockchain technology companies to enable Graph to attract and retain talent; and (d) ensure that the total compensation package was designed in a manner that took into account the constraints that the Graph is under by virtue of the fact that it is a technology development company without a history of earnings.

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Elements of Compensation Program

The executive compensation program consisted of a combination of base salary and performance bonuses.

Base salary was used to provide the NEOs with a set amount of money during the year with the expectation that each NEO will perform his responsibilities to the best of his ability and in the best interests of Graph.

Base Salary

The base salary review of each NEO takes into consideration the current competitive market conditions, experience, performance, and the particular skills of the NEO. Base salary is not evaluated against a formal “peer group”. The board of directors relied on the general experience of its members in setting base salary amounts.

Performance Bonuses

The bonus for each NEO was determined on a case by case basis. The factors considered in assessing the bonus amounts include, but are not limited to, the position of the NEO and expense control.

Compensation Risk

The board of directors has not proceeded to an evaluation of the implications of the risks associated with Graph’s compensation policies and practices. Graph has not adopted a policy forbidding directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of Graph’s securities granted as compensation or held, directly or indirectly, by directors or officers. Graph is not, however, aware of any directors or officers having entered into this type of transaction.

Link to Overall Compensation Objectives

Each element of the executive compensation program has been designed to meet one or more objectives of the overall program.

The fixed base salary of each NEO combined with the performance bonuses has been designed to provide total compensation that the Board believes is competitive with that paid by other companies of comparable size engaged in similar business in appropriate regions.

Summary Compensation Table

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by Graph to each NEO, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to Graph, for each of Graph’s two most recently completed financial years:

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Notes :

Pension Plan Benefits

Graph does not have a defined benefit pension plan or a defined contribution plan and does not at this stage intend to adopt one.

Termination and Change of Control Benefits

During the most recently completed financial year, there were no employment contracts, agreements, plans or arrangements for payments to a NEO, at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of Graph or a change in NEO’s responsibilities.

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Each of the current directors and executive officers of the Issuer were appointed upon the closing of the Acquisition. The term of each director expires on the date of the next annual general meeting in 2019, unless his or her office is earlier vacated or he or she is removed in accordance with the Issuer’s articles and the BCBCA. Each of these executive officers and directors serves in the identical capacity with respect to the Issuer’s wholly owned subsidiary, Graph.

The Board has established an Audit Committee. The Issuer’s audit committee consists of Peter Kim, David Posner and Todd Shapiro, each of whom is a director and financially literate in accordance with Canadian public company requirements. David Posner and Todd Shapiro are independent, as defined under relevant Canadian standards, and Peter Kim is not independent as he is an officer of the Issuer

Audit Committee

The Issuer’s audit committee is responsible for the financial reporting process on behalf of the board of directors and for overseeing the adequacy of the Issuer’s system of internal accounting controls. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control. As of the date of this Form 20-F, the Issuer’s audit committee is composed of three members, all of whom are financially literate and two of whom are independent. The members of the Issuer’s audit committee have considerable experience reviewing financial statements, including in respect of reporting issuers.

A member of the audit committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

A member of the audit committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

Please see above for the biographies of Peter Kim, David Posner and Todd Shapiro.

Note:

The directors and executive officers of the Issuer as a group, directly or indirectly, beneficially own or exercise control or direction over 4,405,083 Common Shares, representing 3.19% of the issued and outstanding Common Shares.

The Issuer has established an option plan for the directors, officers, employees and consultants of the Issuer. For a summary of this option plan, see Item 10.A Share Capital—“Options to Purchase Common Shares”.

At April 30, 2018 and 2017, the Company owed an aggregate of $90,552 and $53,835, respectively to related parties, as follows:

Graph

Office and general

During the period from November 22, 2017 to July 31, 2018, Graph incurred occupancy costs of $20,000 for rent charged by Datametrex AI Limited, a shareholder company of Graph, and accounting fees of $4,000 charged by a company controlled by a director and officer of Graph, which have been included in “Office and general” in the statement of loss and comprehensive loss included in Graph’s financial statements.

Share based consulting fees

During the period from November 22, 2017 to July 31, 2018, Graph incurred $1,769,912 of management consulting fees charged by a shareholder company of Graph, which has been paid in the form of 24,219,524 Graph Shares. These consulting fees have been included in “Share based consulting fees” in the statement of loss and comprehensive loss included in Graph’s financial statements.

Inventory and other operating expenses

During the period from November 22, 2017 to July 31, 2018, Graph paid $571,691 for direct development, prototype consulting and contract fulfillment costs charged by Bitnine Global Inc., a shareholder company of the Company, and Bitnine Co., Ltd., a parent company of a shareholder company of Graph, of which $534,392 has been included in “Inventory” in the statement of financial position, and $37,299 has been included in “Other operating expenses” in the statement of loss and comprehensive loss included in Graph’s financial statements.

Compensation of key management personnel

Key management includes members of the board and executive officers of the Company. Compensation awarded to key management is listed below:

See Note 10 to the Financial Statements of Graph attached to this Form 20-F.

Not applicable

Dividend Distributions

We did not declare or pay any dividends to our shareholders in 2016 or 2017. The actual timing, payment and amount of dividends paid on our Common Shares is determined by our Board, based upon things such as our cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and such other business considerations as our Board considers relevant.

Please refer to “Item 4: Information on the Company – A. History and Development of the Company” for a discussion of significant events that have occurred after April 30, 2018.

Determination of Price

The Common Shares of the Issuer were listed on the TSX Venture Exchange but were delisted as of February 17, 2017. Since such date, the Common Shares have not been listed on any Canadian stock exchange and have not been listed on any Canadian stock exchange in the prior twelve months. On November 9, 2018, following the consummation of the Acquisition, the Common Shares were listed on the CSE. On November 20, 2018, the trading price of the Common Shares was $0.0850.

Not applicable

The Company’s shares of Common Stock are currently traded on the CSE under the symbol GBLC.

Not applicable

Not Applicable

Not Applicable

Notes:

Additional details regarding our capitalization is as follows:

Issued Capital

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Options to Purchase Common Shares

Stock Option Plan

The Board intends to adopt the Issuer’s stock option plan providing for the grant of options to the Issuer’s directors, officers, employees and consultants in accordance with the plan’s provisions and CSE policies (the “ Stock Option Plan ”) in conjunction with the completion of the Acquisition. The Stock Option Plan is being established to provide incentives to directors, officers, employees and consultants of the Issuer (the “ Optionees ”). The purpose of the Stock Option Plan is to advance the interests of the Issuer by encouraging equity participation in the Issuer through the acquisition of Common Shares. The Board is of the view that the Stock Option Plan provides the Issuer with the ability to attract and maintain the services of directors, executives, employees and other service providers. The Stock Option Plan is administered by the Board and options are granted at the discretion of the Board to eligible Optionees.

As of the date of this Form 20-F, there are no options issued and outstanding under the Stock Option Plan. No options will be issued by the Issuer until the Stock Option Plan is approved and ratified by the shareholders of the Issuer at the next annual general meeting of the Issuer.

Eligible Optionees

To be eligible to receive a grant of options under the Stock Option Plan, an Optionee must be a director, officer, employee, consultant or an employee of a company providing management or other services to the Issuer at the time the option is granted. Options may be granted only to an individual eligible, or to a non-individual that is wholly-owned by individuals eligible, for an option grant. If the option is granted to a non-individual, the non-individual will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the option remains in effect.

Restrictions

The Stock Option Plan is a 10% rolling plan and the total number of Common Shares issuable upon exercise of options under the Stock Option Plan cannot exceed 10% of the Issuer’s issued and outstanding Common Shares on the date on which an option is granted, less Common Shares reserved for issuance on exercise of options then outstanding under the Stock Option Plan.

The Stock Option Plan is also subject to the following restrictions:

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Under the Stock Option Plan, “ Insiders ” is a term defined in the Securities Act (British Columbia) and includes officers and directors of the Issuer, officers and directors of a subsidiary of the Issuer, and persons that have beneficial ownership or control over 10% of the Issuer’s voting securities.

Material Terms of the Stock Option Plan

The following is a summary of the material terms of the Stock Option Plan:

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Escrowed Securities

In accordance with CSE rules and policies (the “ CSE Policies ”) and relevant Canadian securities regulations all Common Shares held by certain Principals (as such term is defined in Canada National Instrument 46-201) as of the date of the CSE listing (the “ Listing Date ”) are subject to escrow restrictions (the “ Escrowed Securities ”).

The CSE Policies require that the Escrowed Securities be governed by the form of escrow agreement under applicable law. Pursuant to the Escrow Agreement among the Issuer, Computershare, in its capacity as escrow agent for the Common Shares held in escrow under the Escrow Agreement pursuant to CSE Policies, and the Principals of the Issuer, the Escrowed Securities will be released in accordance with the following release schedule under applicable law, as on listing, the Issuer anticipates being an “Emerging Issuer” (as defined in Canada National Policy 46-201):

The following sets forth particulars of the Escrow Securities that will be subject to Emerging Issuer escrow under the Escrow Agreement on the Listing Date. A copy of the Escrow Agreement is attached to this Form 20-F as Exhibit 4.4.

If, within 18 months of the Listing Date, the Issuer meets the “Established Issuer” criteria, as set out in Canada National Policy 46-201, the Escrowed Securities will be eligible for accelerated release according to the criteria for Established Issuers. In such a scenario that number of Escrowed Securities that would have been eligible for release from escrow if the Issuer had been an “Established Issuer” on the Listing Date will be immediately released from escrow. The remaining Escrow Securities would be released in accordance with the time release provisions for Established Issuers, with all Escrow Securities being released 18 months from the Listing Date.