Prime City One Capital Corp. Announces Letter of Intent for a Reverse-Takeover Transaction

Toronto, Ontario--(Newsfile Corp. - November 15, 2016) - Prime City One Capital Corp. (TSXV: PMO.H) (the "Corporation" or "Prime City") is pleased to announce that it has entered into a letter of intent dated November 14, 2016 (the "LOI"), with New India Investment Corporation ("New India") to acquire all of the issued and outstanding shares in the capital of New India pursuant to a reverse-takeover transaction (the "RTO"). New India is a private corporation incorporated pursuant to the laws of the Province of Ontario focused on making private equity and venture capital investments in India, as well as investments in other India focused funds and such other investments.

It is anticipated that Prime City will hold an annual and special shareholders meeting (the "Meeting") on or about February 28, 2017 or such other date to which the parties mutually agree, to seek approval for, among other things, the RTO. Under applicable securities law, the RTO will likely be considered a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and will therefore require approval by a majority of the minority shareholders of Prime City in respect of the RTO.

The RTO is expected to be completed by way of a share exchange, plan of arrangement, amalgamation or other form of business combination determined by the legal and tax advisors to each of Prime City and New India, each acting reasonably, which will result in New India becoming a wholly-owned subsidiary of Prime City or otherwise combining its corporate existence with that of Prime City (the "Resulting Issuer"). The Resulting Issuer will carry on the business therefore carried on by New India upon completion of the RTO. Prime City and New India anticipate that the RTO will close on or about March 31, 2017 or such other date as mutually agreed to by the parties.

The LOI contemplates that Prime City and New India will promptly negotiate and enter into a definitive agreement (the "Definitive Agreement"), together with such other documents that may be required to effect such filings and applications as are required in order to more fully delineate, formalize and execute the terms of the RTO as outlined in the LOI.

In connection with the RTO, New India will be conducting a private placement, on a best efforts basis (the "Offering") with Gravitas Securities Inc., acting as lead agent (the "Agent"). It is anticipated that gross proceeds from the Offering will be to a maximum of $20MM or such other amount that the Agent and the Corporation mutually agree to. The net proceeds from the Offering will be used by New India upon completion of the RTO for investments in private equity and venture capital investments in India, India focused funds, securities of publicly listed companies in India and such other investments and for working capital and general corporate purposes in accordance with New India's investment policy and in accordance with the local laws, licenses and registrations in India.

Additional information in connection with the RTO will be provided in subsequent press releases.

Reader Advisory

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the RTO and the Offering, satisfaction of the conditions precedent to the completion of the RTO and the Offering and the anticipated business of the Resulting Issuer following the completion of the RTO.

Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions; unanticipated operating events; competition for and/or inability to retain services and inputs; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; changes in tax laws and incentive programs; and the other factors described in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Completion of the RTO is subject to a number of conditions, including but not limited to, TSX V approval pursuant to applicable requirements of the TSX V. The RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Prime City should be considered highly speculative.

Neither the TSX Venture Exchange (nor the NEX) nor their Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Ying Chen
CFO
ychen@hyfinancial.ca