Prime City One Capital Corp. Announces Shares-For-Debt Transaction

Toronto, Ontario--(Newsfile Corp. - October 26, 2018) - Prime City One Capital Corp. (TSXV: PMO.H) (the "Corporation" or "Prime City") is pleased to announce that it has entered into a debt settlement agreement with Gravitas Financial Inc. ("Gravitas"), pursuant to which it has agreed to issue an aggregate of 6,337,322 common shares of Prime City (each, a "Common Share") at a deemed price of $0.08 per Common Share in settlement of all amounts owing to Gravitas under existing loans in the aggregate amount of $506,985.79 (the foregoing is hereinafter referred to as the "Shares-For-Debt Transaction").

Prior to giving effect to the Shares-For-Debt Transaction, Gravitas owns an aggregate of 272,916 Common Shares, being approximately 4.65% of the 5,864,688 Common Shares that are currently issued and outstanding. After giving effect to the Shares-For-Debt Transaction, Gravitas will own or exert control or direction over an aggregate of 6,610,238 Common Shares, representing 54.1% of the then outstanding 12,202,010 Common Shares. In addition to Gravitas' holdings of Common Shares, associates, affiliates or entities in close association with Gravitas own a further 1,065,000 Common Shares.

In accordance with the policies of the NEX (the "Exchange"), as the Shares-For-Debt Transaction will, upon completion, result in the creation of a new Control Person (by definition, among other things, being a holder of more than 20% of the issued and outstanding voting shares of an issuer), approval of shareholders holding in aggregate more than 50% of the issued and outstanding common shares (not including any shares held by the Control Person and any shareholders that may be deemed to have a close association with Gravitas) is required. Prime City has received verbal confirmation of support from a sufficient number of shareholders to obtain this requisite level of approval and expects to obtain approval in writing from such parties via written confirmations of consent. In accordance with applicable securities laws, the Common Shares issued pursuant to the Shares-For-Debt Transaction will be subject to a four-month hold period. With the participation of related parties in the Shares-For-Debt Transaction, this transaction constitutes a related party transaction under Multilateral Instrument 61-101 - "Protection of Minority Security Holders in Special Transactions". Exemptions are available from the minority shareholder approval and valuation requirements set forth in the foregoing Multilateral Instrument. The Shares-For-Debt Transaction is subject to the approval of the NEX.

Forward Looking Statements

Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking statements are 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 projected in the forward-looking statements. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Ying Chen
Chief Financial Officer
Prime City One Capital Corp.
Tel: (647) 300-1581
Email: ying@gravitasfinancial.com

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