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Gaming usually provides one of the first playgrounds for experimenting with new technology and emerges as some of the most popular initial applications of innovation. Blockchains are no different, particularly with the meteoric rise of Ethereum, altcoins, and the dapp narrative in the latter half of 2017.

Dapps were pegged as the new generation of “unstoppable applications,” but they failed to gain sustained traction. Only a few games on Ethereum, such as CryptoKitties, garnered significant support where some were, at the high point, selling for hundreds of thousands of dollars. Unfortunately, the hype around dapps was brief as Ethereum struggled to scale with increasing users and dapps fell into mediocre UI/UX and endemically low user numbers.

However, the vision of the advantages of gaming on blockchains did not dissipate. Development of better layer one protocols that could scale to support games and layer two solutions including the likes of ‘Dappchains’ are working towards the goal of a new generation of blockchain games.

In particular, TomoChain-a low latency, Proof-of-Stake [PoS] blockchain network-is positioning itself to become the predominant platform for blockchain game ideation and development.

Can Blockchain Bring Value to Gaming?

The promise of converging blockchain and gaming draws from numerous distinct advantages that blockchains confer to both the development of games and their broader ecosystem of community members. Native asset exchanges, verifiable scarcity of assets, interoperability of assets, fast and secure payment networks, and non-fungible tokens [NFTs] for unique assets are just some of the encouraging aspects of blockchain gaming.

Transitioning games onto a blockchain network present some unusual challenges though-primarily technical limitations and business model concerns.

Technical limitations center on Ethereum’s on-chain processing capacity of 10-15 transactions per second [TPS] in its current iteration. With such a slow processing capacity, gaming becomes slow, the UI and UX suffer, and gas costs skyrocket in times of network congestion.

Regarding business models, games today [i.e. Fortnite] become massively profitable through controlling the entire gaming ecosystem — from upgradeable content to rules and levels. Such a dynamic has multiple points of friction with the open protocol nature of public blockchains though.

For example, Devin Finzer, Co-Founder of NFT marketplace OpenSea detailed in a Coindesk piece:

“Blockchain represents a fundamental business model shift: from value extraction in closed ecosystems to value capture in open ecosystems. The problem is that, while incumbents have figured out how to extract value in closed ecosystems [restrictive monetary policies, locks on transfers, fees, etc.], new entrants have yet to figure out how to capture value in open ecosystems.”

His comments mirror similar sentiment by Tony Sheng, who articulated that blockchain games would need to redefine their business models. “If games bring crypto to the masses, they will have different business models,” he says. Blockchains are open protocols, meaning that extracting value from blockchain games will require new gaming environments.

While gaming business models may need some revolutionizing on blockchains, some networks are already positioning themselves to overcome the hurdles facing further adoption.

TomoChain Leading Innovation in Blockchain Gaming

TomoChain is a PoS blockchain network designed with low latency, high TPS capacity, and near-zero fees as its foremost planning considerations. The network has been live since December and is striving to become the ideation and development platform for blockchain gaming.

The network’s affinity for gaming is aptly demonstrated by their Game Dappathon, which is an international competition for building blockchain games on the network with a reward pool and dapp development tutorials.

TomoChain avoids the dapp game problems facing Ethereum via its much stronger layer one protocol scalability. The platform’s PoS Voting consensus enables up to 2,000 TPS, 2-second block confirmations, and is even compatible with porting Dapps over from Ethereum’s EVM. As a result, the gaming experience does not lag as it does on less scalable blockchains.

Supplementing a healthy environment of blockchain gaming innovation does not stop with layer one protocols, however. TomoChain addresses the issue of fostering gaming communities and a sustainable token economy with its Game Hub.

The Game Hub facilitates the submission of dapp game ideas and provides support options for technical consultation, marketing, and even fundraising. TomoChain also provides a set of guidelines for building standardized blockchain games on the TomoChain network. The type of resources that TomoChain is providing is critical to the future growth of blockchain games-especially in attracting a migration of third-party developers from other platforms.

Attracting third-party developers has critical implications on layer two development, which is necessary for blockchain gaming success.

Finzer went on to discuss how layer two experiences can provide the boon that a blockchain gaming ecosystem needs. He added,

“Nevertheless, I think dismissing layer two and focusing simply on ‘true digital scarcity’ or ‘true ownership’ is missing the forest for the trees. Layer two is what drives digital scarcity and true ownership.”

Another critical area in traditional gaming that TomoChain, as a blockchain, addresses is the concept of easily transferring and verifying value. For example, if you buy an upgrade in Fortnite, that new asset is prone to becoming irrelevant down the line once a better upgrade comes along, a counterfeit is created, or the team behind the game [Fuel Games] decides to discard the upgrade. Although avenues for liquidating a game skin/upgrade on a secondary market are available, they are illiquid and assets rapidly lose value.

Public blockchains naturally afford the properties of digital scarcity and verifiable transferability, but it is the environment, resources, and communities around the layer one protocols that will fuel the next generation of gaming-the layer two.

What type of business model they rely on will be forged by the innovators and developers contributing to the ecosystem-the kind of ecosystem that TomoChain is building.

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Private bank Kleinwort Hambros launched an exchange-traded note (ETN) made up of blockchain-related companies, financial news outlet Finextra reported on April 8.

Kleinwort Hambros is owned by Societe Generale, acting as their private wealth management division in the United Kingdom. Societe Generale itself is a multinational investment bank headquartered in Paris, with total assets of around 1.3 trillion euros ($1.4 trillion) in 2018.

Per the report, the new derivative is available for a minimum investment of £1,000 (equivalent to about $1,300) and has been listed in Luxemburg. The stocks reportedly include 20 companies which are expected to profit from blockchain and distributed ledger technology (DLT) adoption.

More precisely, the companies are expected to earn revenue through the sale of relevant software and services or improve their profit margins with the adoption of decentralized technologies.

The companies that make up the ETN reportedly come from the technology, shipping, oil and gas, custody banking and industrials industries. The press release quotes John Birdwood, portfolio manager at Kleinwort Hambros, as stating that the bank noticed increasing interest on their clients’ part towards blockchain, prompting the development of the product.

Kleinwort Hambros, according to a report released by the company in March 2018, has £16.3 billion of assets (around $21 billion) under management, over a thousand employees, and offices in London, Cambridge, Newbury, Leeds, Edinburgh, Guernsey, Jersey and Gibraltar.

As Cointelegraph reported in January, Ed Tilly, CEO, president and chairman at the Chicago Board Options Exchange, declared that there is a need for Bitcoin (BTC) exchange-traded notes in order for Wall Street institutional investors to join the crypto space.

At the end of March, the United States Securities and Exchange Commission has delayed its decision on a rule change to the Securities Act that would allow the listing of Bitcoin exchange-traded funds (ETF).



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Pity the non-technical writer asked to tackle cryptocurrencies and blockchain. This Payment Source article tackles the topic but represents pretty much everything wrong with Blockchain and crypto today. These terms lack definition and the complexity associated with adjusting each implementation to a specific use case makes any broad-brush statement incorrect at some level.

For example, crypto like bitcoin isn’t anything like crypto like JPM Coin. JPM Coin is a closed loop implementation that may as well have been developed on an IBM Mainframe. The nodes are operated by a single bank and so while there may be multiple distributed nodes it is also possible there is only one big node. Bitcoin, on the other hand, isn’t operated by a single entity and in fact, its blockchain needs to enable operation of a node by potential criminals and operate over unreliable and untrusted networks in a distributed environment with thousands of nodes. Those are two very different problems that will utilize two very different implementations.

Comparing a simple immutable distributed ledger that is deployed by a single entity with a solution like that created by Satoshi Nakamoto (whoever that is) is frustrating. This frustration is multiplied by a statement like this:

” ‘Blockchain technology currently is slow and not mature, but when it becomes fast and more efficient, it will disrupt the current banking industry,’ said Garbiel Wang, analyst with Aite Group. ‘At that time, banks that were slow to wake up to blockchain will be asking why they didn’t adopt this earlier.’ ”

I’ll tell you why. I’m a #BlockchainSkeptic not because I think it will fail, but because every implementation demonstrates entirely different characteristics and so matching a blockchain implementation that will properly support a specific use case is a bedeviling problem. I’m sure some solutions will be found, I just suspect there will be fewer of them than we think.

Related to speed, Ethereum has been trying to roll out a faster version for years and who knows, maybe they’re getting close. But until I hear mathematicians state that the algorithm operates as specified I’ll remain a skeptic. I’d also suggest that the individual that can create an algorithm that is as capable as Bitcoins, but supports thousands or millions of transactions a second, will be a Nobel Prize recipient.

Overview by Tim Sloane, VP, Payments Innovation at Mercator Advisory Group

Summary

One Example of What’s Wrong With “Blockchain”

Article Name

One Example of What’s Wrong With “Blockchain”

Description

The nodes are operated by a single bank and so while there may be multiple distributed nodes it is also possible there is only one big node. Bitcoin, on the other hand, isn’t operated by a single entity and in fact, its blockchain needs to enable operation of a node by potential criminals and operate over unreliable and untrusted networks in a distributed environment with thousands of nodes.

Author


Tim Sloane

Publisher Name


PaymentsJournal

Publisher Logo



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Global consulting company Accenture has patented two solutions focused on blockchain interoperability, according to the data published by the United States Patent and Trademark Office (USPTO) on April 2.

The first patent, filed August 2018, patents a method for cryptologic blockchain interoperability. As described in the technical section of the patent, participants can share the token data stored on a distributed ledger (DLT) network by using a digital signature within the solution.

The document also mentions the ability to send a multi-signature certification message to a recipient who solicits information. According to the patent, the receiver can then verify the digital signatures via public keys.

The second patent, originally filed in September 2018, describes an interoperability smart contract solution that uses a pre-commit authorization. According to the patent, the sender is able to lock the token data on the blockchain while waiting for confirmation from the receiver.

As Cointelegraph previously reported, Accenture had filed another blockchain-related patent last summer aiming to upgrade its logistics network. According to documentation on the USPTO website, the company wants to secure, speed up and increase the efficiency of logistics movements by using blockchain technology.

Earlier in April, Accenture, along with IBM, Iota, Ripple, ConsenSys and others, joined the International Association of Trusted Blockchain Applications (INATBA) formed by the European Union. INATBA’s main goal is to bring blockchain and DLT into the mainstream.

In other patent news, USPTO recently granted a new blockchain patent to IBM that describes the implementation of the decentralized technology to manage data and interactions for self-driving vehicles.

Meanwhile, mainstream media corporation Thomson Reuters was awarded a patent for a blockchain-based identity management system. The service described by the patent is capable of receiving an identity from an identity provider system alongside validated identity data, and then storing it on a blockchain in an identity token.



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APQC and Supply Chain Management Review collected information in March 2019 from 200 supply chain professionals about the use and planned adoption of blockchain in supply chains around the world. Blockchain refers to peer-to-peer distributed ledger technology that can record transactions between two parties efficiently and in a verifiable and permanent way, enabling tracking and traceability.

Blockchain refers to peer-to-peer distributed ledger technology that can record transactions between two parties eciently and in a verifiable and permanent way, enabling tracking and traceability.

This quick poll asked supply chain professionals about:

  • Familiarity with blockchain
  • Current state of blockchain
  • Likelihood to invest in the next 2 years
  • Benefits of blockchain
  • Hurdles to adopting blockchain

You can view the full size Infographic by clicking here.



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https://dk2dyle8k4h9a.cloudfront.net/Ongoing Buzz Of Blockchain Smartphones Technology - Know The Reality

This year’s new cellphones have begun to make their debuts across the world, and a new ’Blockchain’ feature has got the smartphone industry buzzing. Cryptocurrencies like Bitcoin and Ethereum have been the talk of the tech world for years.

They offer the ability to make electronic transactions anonymous and completely private and use a process called ‘crypto-mining’ to set exchange rates and value. They rely on a system called the blockchain to keep track of the amount of currency and record the trades This is distributed across computers that use and mine ‘Crypto-Coins’.

One of the biggest hurdles these new currencies have faced is finding a way into their user’s pocket so that this new money can go global and be used easily in the physical world. Now Blockchain Smartphones are coming to bring cryptocurrency to the masses.

What is a Blockchain Smartphone?

This year, smartphones have been released that include Blockchain Technology, which could revolutionize the way we pay for things and exchange information. Services like Google Pay and PayPal have become very popular all across the world as a convenient way for people to make transactions and send funds to one another securely.

This has long been a goal of cryptocurrency, as the trades are anonymous, locked and encrypted in digital wallets, keeping both your money and identity secure. The smartphones that have been developed make cryptocurrency as convenient as a debit card and all of our calls and messages are secure too, as they can also take advantage of the blockchain’s security features.

What is Special About Cryptocurrency?

What is important about cryptocurrencies is how they work. A digital wallet is like a bank account, you can keep money there safely to use or to gain a small amount of interest if you let it sit there. The Blockchain does the work of a bank, moving the currency and recording the transactions.

This is what is so interesting – there is no need for a bank. People can make purchases from stores and trade between themselves without having to involve a third-party, a bank, to act as a middle man.

The code that forms these cryptocurrencies and the blockchain offers the security and convenience of traditional banks, without having to use one and pay fees or have transactions recorded by a third-party. Transactions are recorded by the blockchain, like saving text to a file, with the user’s details anonymized.

How Do I Get Cryptocurrency?

You can exchange fiat currency for cryptocurrency on online exchanges. It is a good idea to investigate the market first and check live cryptocurrency prices regularly to choose your moment to make the trade, as exchanges rates vary as prices change.

Though cryptocurrencies have had a reputation for being volatile in the past, their pricing has become more stable in recent years, repeating the same pattern many traditional currencies did when they first emerged.

What Blockchain Smartphones Are Available?

This information is constantly changing. The first Blockchain Smartphones announced were from small, niche manufacturers, often making their first ever product, but immediately customers and mass-market competitors took notice.

Blockchain Technology

Major smartphone makers like HTC and recently Samsung have released their first Blockchain Smartphones that come with the necessary software and features to begin using cryptocurrencies and decentralized apps, or Dapps, straight out of the box.

Dapps are downloaded from an app marketplace similar to Google Play Store or Apple’s App Store, and use blockchain technology to ‘crypto-mine’ as you use them. One niche manufacturer claims that its users can recoup up to a third of the cost of the phone from using its Dapps instead of regular apps.

Why Are Blockchain Smartphones Trending Now?

As cryptocurrencies have matured and their markets have settled, bigger and more serious investors have begun to notice and make their own cryptocurrency exchanges. This has given people confidence in the cryptocurrency. Another factor is demographics, as many people who were high school age when cryptocurrencies began are now leaving college and entering the workforce.

Their knowledge and experience of these new technologies have created further demand for consumer-level cryptocurrency products, and more places to spend the currency.  Blockchain technology has also grown at a time when confidence in traditional finance institutions has been shaken by a decade-long global recession that has impacted the young and middle class the most.

As this large sector of consumers has been pushed into the ‘gig economy’ they have become more technologically savvy and used to earning and spending money without ever holding physical money.

Blockchain Smartphones have the capability to change the way we shop, save, and trade with the convenience and the constant connection to the internet a smartphone offers a huge bonus, and the anonymity and security the blockchain can offer even more desirable.

Decentralized apps even bring a way to reclaim some of the initial cost, which gives people an extra incentive to choose a blockchain smartphone over any other.

Blockchain Technology

For a long time, cryptocurrency enthusiasts have been looking for a way to get cryptocurrencies to go mainstream, and blockchain smartphones could be the killer application that they have been waiting for.

As more manufacturers give consumers the option of cryptocurrency, and software developers begin looking at ways to bring blockchain-based operating systems to any cellphone, soon the blockchain and cryptocurrencies will be in your pocket too.

Would you buy a blockchain smartphone? Feel free to share your views with us.

Stay tuned to our page MobileAppDaily to get the latest updates on Blockchain, Bitcoins and other Cryptocurrencies.

Written By MobileAppDaily Team MobileAppDaily host a team of experienced technical writers, industry wizards, and app experts who have an exact knack of content that caters to the needs of the mobile app targeted audience. We strive to bring you the best of tech!



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When Brits headed to the polls in June 2016 and narrowly voted to Brexit, the United Kingdom was thrown into a dark puddle of water – one so murky that it’s proved difficult for lawmakers, politicians, government, and civilians to navigate ever since.

If, and when, it happens, Brexit will change the course of UK and European history for generations to come.

With so much at stake, it’s incredibly frustrating that technologists are taking the opportunity to tout blockchain as a solution to a problem that’s so far has proved difficult, painful, and expensive.

Although this may help bring blockchain into the mainstream conscience, it’s unlikely to make the UK’s divorce from the European Union (EU) any easier.

Blockchain won’t help

Many articles have looked at how blockchain could be leveraged to deliver a desirable Brexit – if there is such a thing – and while I appreciate the creative thinking, I don’t think any of this overtly realistic.

Earlier today, a CoinDesk article written by Pindar Wong added to the debate, posing the question of whether it was time for a ‘Blockchain Brexit.

“Britain’s exit from the European Union is not so much a technical crisis between a ‘hard fork’ and a ‘soft fork’ but a legitimacy crisis. Yet the solution to its core dilemma — politically deciding between a ‘Hard Brexit’ and a ‘Soft Brexit’ — may actually lay in harnessing blockchain technology’s great potential as an economic governance system for the digital age,” says the article.

There are many things blockchain could be good for, but Brexit is not one of them. As much as blockchain and Brexit have complexity in common, conflating the two will only serve to add to the confusion and complicate matters further.

Blockchain is heavily technical, and while I’m sure that, despite the hype, it may eventually bring about change, at the moment it’s still nascent.

Brexit, on the other hand, is an incredibly difficult outcome to deliver and requires an immediate solution, something which, blockchain is currently unequipped to provide.

Blockchain for the Irish border?

Like others before him, Wong looks into the possibility of leveraging blockchain technology to help with the Irish Border issue post-Brexit.

“Where blockchain can help is that its ‘cryptographic certainty’ avoids the need for bordered thinking in the borderless world created by the Internet [sic], a world where laws are difficult to enforce and collaboration difficult to incentivize,” it continues. “Could thinking harder about what we mean by a ‘border’ be the key to unlocking the current political deadlock?”

Theoretically and conceptually Wong poses an interesting question, but issues soon arise when this argument is applied to a real-world border, which in itself is the result of a tumultuous history.

“No one — not in EU-exiting Britain nor in EU-remaining Ireland — wants to return to the troubled times of physical checkpoints that might place lives at risk,” Wong rightly points out.

He then goes on to note that Brexit, as its name indicates, is a departure from the EU rules and “self-determining the free flow of goods and services across international borders.”

The solution, he says, would be for policymakers to re-think the very idea of a border.

I could write an essay about why I think this proposal overcomplicates matters and fails insofar as solving the problem. But allow me to regurgitate my colleague Matthew Hughes’ – who debunked blockchain’s potential for this very purpose in an article published last October – well-thought argument.

In his piece, Hughes refutes UK chancellor Philip Hammond’s suggestion that blockchain is an “obvious” technology to replace traditional border infrastructure.

“It’s not. Blockchain won’t help the problem of the Irish border. It jus won’t – and more accurately, can’t,” Hughes argues.

Hughes also explains that, although conflict has died down and there’s seemingly little appetite for violence, the establishment of a hard border could aggravate old resentments. A technology-based approach, he adds, would eradicate the need for the border to be staffed by customs and immigration officials, but it would also require an extensive overhaul in terms of infrastructure.

“The thing is, the Irish border isn’t a trivial issue,” Hughes says. “It was the trophy at the center of a violent sectarian conflict where thousands died. Although The Troubles are over, the embers of the conflict still burn.”

“In Northern Ireland, there’s a long-standing belief that Westminster doesn’t care about them. This sentiment is especially prominent in the neglected border regions. By suggesting an unproven technology instead of actual sensible policy, Hammond’s comments will only strengthen that feeling,” he adds.

Hughes is right. Northern Ireland doesn’t need blockchain – an unproved technology – to step in and save the day. It, like Brexit, needs sensible, and realistic policy.

On the other hand, the UK government isn’t exactly known for its of tech expertise, let alone its understanding of blockchain – a technology most would agree is harder to understand than most.

Do we really want the future of Brexit to hinge on the UK’s government execution of a blockchain-based solution? I think not.

Let’s get real

For me, a Spaniard born and raised in London, Brexit is a travesty.

I don’t foresee any good coming out of it, but whether I like it or not, it’s set to happen.

My only hope is that we are realistic about the task at hand and we don’t do the UK, Europe, or blockchain a disservice.

Now is not the time to throw about buzzwords, nor is it time for senseless blockchain opportunism, designed to show the UK government is down with emerging technologies.

Politicians need to focus their energy on what can be achieved in the short-term, if we are to hope for a smooth Brexit transition.

And as for blockchain, well, the same concerns apply. Lets not drag the technology into the Brexit debate because let’s face it, blockchain needs to sort itself out before it has an actual chance at tackling any other problems in the real world.

Did you know? Hard Fork has its own stage at TNW2019, our tech conference in Amsterdam. Check it out.

Published April 8, 2019 — 13:22 UTC



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Orange, France’s largest telecoms company, has signed up with safe.press to fight fake news by using blockchain to authenticate that press releases originate from the company. French blockchain startup Block Expert created the safe.press solution.

By clicking on the green safe.press button, users can see which verified company has posted the press release. Authenticity is perhaps less of an issue with press releases on a corporate website. However, it is possible to create a fake website. The more significant challenge for authenticity is that announcements are often syndicated across newswires where it may be possible to fake the source.

Ultimately it also is down to journalists to verify where announcements come from.

This isn’t the first time that this sort of tool has been used in France. In November 2017 EDF Energy released a system for the same purpose. With terror attacks in France around that time and the vital role of utilities, the need for verification is clear.

The safe.press solution is a little different in that it is not designed for a single company. Instead, the blockchain is “consortium-based”.

“I am very proud that Orange is taking this initiative to contribute in the fight against fake news that has become a major affliction of our time,” said Beatrice Mandine, Executive Director, Communications and Brand, Orange. “Orange’s communication will now benefit from Block Expert’s blockchain solution that fits perfectly alongside our key watchwords: trust, security and innovation.

“We are very excited to be working with Orange on such an important societal issue,” said Benjamin Gievis, co-founder of Block Expert.

Not just for new

These sorts of initiatives apply beyond pure news. For example, Poland’s largest bank PKO Bank Polski uses blockchain to verify that product regulation documents sent to customers originate from the bank. And in Austria, EY is helping Vienna authenticate government-issued documents such as bus routes.


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TORONTO, April 08, 2019 (GLOBE NEWSWIRE) — Graph Blockchain Inc. (“Graph” or “Company“) (CSE: GBLC) is pleased to announce that it has entered into a binding letter of intent (the “LOI“) in connection with the acquisition (the “Transaction“) of all of the issued and outstanding common shares (the “Shares“) in the capital of Blockchain Innovations Corp. (“BIC“) and its wholly-owned subsidiary The Games Company Ltd. (“TGC“).

Jeff Stevens, CEO of Graph commented, “This acquisition is highly strategic and instrumental for the Company as it provides us with a leading gaming technology platform and represents the first step in our expansion plans in the high-growth gaming sector. Blockchain technologies is still in their infancy and have the potential to disrupt the gaming sector by introducing a new paradigm of how the games are monetized and distributed to consumers. We look forward to working with BIC and TGC teams in building our global footprint.”

About the Transaction

BIC is a leading international supplier of revolutionary blockchain technology for the sports, casino and payments industries. BIC designs and develops market ready blockchain technology for public and private real-money wagering and peer-to-peer gaming companies across the globe. BIC offers platform, payments and sportsbook solutions along with leading casino content run on its proprietary blockchain technology for a fair gaming and a frictionless environment with deposit-less wagering, instant confirmations and instant deposits for winning bets.

TGC is an online casino game studio with a suite of 18 games and 10 integrations. TGC designs and builds casino games in 30+ languages and accepts multiple currencies including Crypto. Current operators and platforms using TGC include: Draft Kings, LOTO Quebec, William Hill Online, OpenBet, BETVICTOR, Bede Gaming, Video Slots, SG Digital and iSOFTBET. TGC is headquartered in London, UK and has offices in Ireland and Portugal. TGC’s platform allows TGC to supply in-house content and content from 3rd party suppliers, quickly and timely onto a growing number of operators.

According to the Global Games Market Report, more than 2.3 billion enthusiasts will have spent an estimated $137 billion on games in 2018, which represents an unprecedented increase of $16.2 billion from the previous year1. Graph’s channel partnerships and relationships with high profile clients will be invaluable in the expansion in the gaming sector. In addition, joining forces with BIC will allow Graph to leverage the back-end infrastructure that both companies have built in developing and rolling-out new technology solutions for this marketplace.

_______________
1 https://newzoo.com/solutions/standard/market-forecasts/global-games-market-report/

Terms of the Transaction

Pursuant to the terms of the LOI, the Company will acquire the Shares by way of a three-cornered amalgamation for an aggregate purchase price of CAD $3,000,000 (the “Purchase Price“) to be paid in common shares in the capital of the Company (“Graph Shares“) at a deemed issue price equal to the greater of (a) $0.05; (b) the 10-day volume weighted average trading price (“VWAP“) of GBLC’s common shares on the Canadian Securities Exchange (“CSE“). In addition, Graph will issue 10 million common share purchase warrants exercisable into Graph Shares for a period of 24 months from the closing date at a price of $0.10 per Graph Share, subject to the acceleration provision. The closing payment of CAD $3,000,000 shall be reduced by the amount of any and all debts held by BIC and its subsidiaries at the time of closing the Transaction.

In addition to the Purchase Price, shareholders of BIC will be eligible to receive a pro-rata share of certain earn-out bonus payments (“BP“) in two tranches based upon their proportionate shareholdings of BIC with minimum milestone achievement of 50%. The first tranche of the BP (the “First BP“) shall be payable on the first anniversary of the Closing Date (as defined herein) of the Transaction and calculated as follows:

  1. If revenue generated from BIC and its subsidiaries taken as a whole (the “Business“) is CAD $1.38 million or greater during the period from January 1, 2019 to December 31, 2019 (the “First BP Period“), Graph shall pay issue to shareholders of BIC an additional CAD $3,000,000 in Graph Shares at a deemed issue price equal to the greater of (a) $0.05; (b) the 10-day VWAP of Graph’s common shares on the CSE; and
     
  2. If revenue generated from the Business is less than $1.38 million, but is higher than $0.69 million during the First BP Period, Graph shall issue to shareholders of BIC an additional amount equal to $3,000,000 multiplied by a fraction, the numerator of which is the actual revenue generated from the assets during the First BP Period and the denominator of which is $1.38 million. Any such payment shall be made in Graph Shares at a deemed issue price equal to the greater of (a) $0.05; (b) the 10-day volume weighted average trading price of Graph Shares on the CSE; determined on the one-year anniversary of the closing of the Transaction.

The second earn-out bonus will be determined in the similar fashion as the First BP, except that it will be based on the revenue during the period of January 1, 2020 to December 31, 2020 (“Second BP Period“). If the revenue generated from the Business during the Second BP Period exceeds CAD $4.1 million Graph will issue an additional CAD $3,000,000 in Graph Shares at a deemed issue price equal to the greater of (a) $0.05; (b) the 10-day VWAP of Graph Shares on the CSE.

If revenue generated from the Business is less than CAD $4.1 million, but is higher than $2.07 million during the Second BP Period, Graph shall issue to shareholder of BIC an amount equal to $3,000,000 multiplied by a fraction, the numerator of which is the actual revenue generated from the Business during the Second BP Period and the denominator of which is $4.1 million. Any such payment shall be made in Graph Shares at a deemed issue price equal to the greater of (a) $0.05; (b) the 10-day VWAP of Graph Shares on the CSE.

Pursuant to the terms of the LOI, Graph has provided a secured loan to BIC in the principal amount of CAD$133,000 (the “Loan“), which has been advanced on execution of the LOI. The Loan bears interest at an annual rate of 10% and will be due and payable on the 90th day following the execution of the LOI.

It is anticipated that the Transaction will close on or before May 31, 2019 (the “Closing Date“) and is subject to the Company and BIC entering into a definitive agreement, receipt of regulatory approval, the approval of the shareholders of BIC and customary closing conditions.

About Graph Blockchain Inc.

The Company develops leading-edge private blockchain business intelligence and data management solutions and is a pure play in the graph database technology space. Graph leverages its proprietary integration of the AgensGraph Database engine with IBM’s Hyperledger Fabric to create a transparent and immutable ledger with near real-time transactional data processing and intuitive data visualization. The Company has secured multiple prototype development contracts with multi-national conglomerates and sells across client subsidiaries as a full enterprise product.

Additional Information on the Company is available at: www.graphblockchain.com

For further information, please contact:

Jeffrey Stevens – CEO
Phone: (647) 400-8494
Email: jstevens@graphblockchain.com

Forward Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Such statements may prove to be incorrect and actual results may differ materially from those anticipated.

The forward-looking statements contained herein, including the timing of the Closing, the terms of the Transaction and the receipt of regulatory approval, are made as of the date of this press release and are based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking statements are made.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

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Editor’s note: Jim Verdonik and Benji Jones recently cofounded Innovate Capital Law. They advise entrepreneurs and investors in capital raising transactions using a tool box of new legal strategies, technology and business practices. 

RALEIGH – Before good navigation tools were developed, ships had to keep sight of land or risk being lost in an endless sea.

America never would have been “discovered” without navigation tools – or the discoverer might have gotten lost and perished on his way home with his discovery remaining a secret he took to the bottom of the sea.

Blockchain software developers and their lawyers have been operating without reliable navigation tools for the past two years since the Securities and Exchange Commission (SEC) announced that coins and tokens are securities.  Last year the SEC announced that maybe all tokens and coins are not securities, but essentially only gave clearance to huge crypto currencies like Bitcoin and Ether.  That left Digital Asset explorers and their lawyers guessing about where the line was between “utility tokens” and securities.

Benji Jones, left, and Jim Verdonik. (Photo courtesy Innovate Capital Law)

Investors hate legal uncertainty.  The SEC’s ambiguous pronouncements that maybe some utility tokens are not securities gave utility tokens that are not securities the same mythical status as unicorns and mermaids – often written about, but never verifiably seen.  That uncertainty made it very difficult for small software developers to raise capital to develop blockchain software that utilizes any kind of token.

Two actions by the SEC’s staff last week create a North Star that will help guide Digital Asset explorers:

We are securities lawyers who focus on capital raising, but this action by the SEC reminds us that the other side of what we and our clients do is just as important as raising capital – our clients have to use that capital to build useful products.  It’s very important to know that your product won’t be deemed to be a security.

We love working on Digital Asset projects because it brings us to the intersection of capital raising and product development.  If the SEC’s rules for Digital Assets are too restrictive, or too ambiguous, or too scary, or too expensive, software developers won’t be able to develop useful Blockchain products that utilize tokens.  What good is a token if securities law prohibits you from spending it?

Both of this week’s SEC actions are positive first steps in a long process of giving software developers guidance about what rules they will have to design into their software.

TurnKey Jet, Inc., a U.S.-based air carrier and air taxi service will now be able to sell its tokens to the public without complying with U.S. securities laws under very specific conditions.  Perhaps more importantly, people who buy the tokens can spend or resell the tokens without complying with “restricted stock” resale rules.

CoinDesk indicates the specific facts presented by TurnKey Jet were under consideration by the SEC for almost a year.  That indicates the SEC’s staff is taking everything related Digital Assets very seriously, because the staff is creating precedents with far reaching consequences for both capital raising and technology.

Triangle attorneys Jim Verdonik, Benji Jones launch own firm focusing on capital raising

As you will see in the no-action request letter and SEC staff response letter, TurnKey Jet went to great lengths to design a software platform and a sales effort that ensure that its platform would pass the “reasonable expectation of profit from the efforts of others” part of the Howey test.

Of course, all no-action letters are fact specific.  So compare your project carefully to the specific facts stated in the TurnKey Jet letter before you rely on it.  Better yet, talk to the SEC’s staff through your lawyers and obtain your own no-action letter that will cover your project to give you the type of comfort that investors crave.

The Framework is a more general statement of principles that represent the views of the SEC’s Strategic Hub for Innovation and Financial Technology (“FinHub”). That name is a mouthful, but the name is important, because the name signifies the SEC realizes that its securities rules are defining the course of technology development.  That is a good sign, because it replaces the notion created 2017 that all Digital Assets are fraudulent schemes.

The Framework discusses each of the four prongs of U.S. Supreme Court’s “Howey test” (which determines when tokens, coins and other digital assets will be deemed to be “investment contracts”(and thus a security under U.S. law).  Most of the Framework deals with the issue of when a purchaser of a Digital Asset has a “reasonable expectation of profits (or other financial returns) derived from the efforts of others.”  The Framework provides a bullet point list of over fifty “objective” characteristics software developers and their lawyers should consider.

SEC’s guidance

So, where does the TurnKey Jet no-action letter and the Framework leave the Blockchain community?

No startling new legal principles were announced, but the SEC staff has given us a North Star for software developers and their lawyers.  We now know, with certainty, that “not all tokens are securities” and we have examples of specific software features and business practices that help us pass the Howey test.

We can use this North Star to guide both blockchain software development and discussions with the SEC staff as we push both blockchain software and related capital raising to new frontiers.  Now that we have this navigation tool, investors will have greater confidence that they are not financing a bridge to nowhere when they fund blockchain projects.

We are finally opening the door to begin an exciting journey for all blockchain pioneers and lawyers like us who help guide their way.

© 2019 Innovate Capital Law (Verdonik & Jones, PLLC)

This article is not intended to give, and should not be relied upon for, legal advice in any particular circumstance or fact situation. No action should be taken in reliance upon the information contained in this article without obtaining the advice of an attorney.



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