Gravitas Announces Definitive Agreement Regarding the Sale of its Interest in New India Investment Corp.
Toronto, Ontario--(Newsfile Corp. - September 29, 2019) - Gravitas Financial Inc. (CSE: GFI): Further to its news release dated May 28, 2019 announcing the entering into of an accommodation agreement (the "Accommodation Agreement") and related sale and investment solicitation process ("SISP"), Gravitas Financial Inc. ("Gravitas") announces that it has entered into a share purchase agreement (the "Purchase Agreement") with Principle Capital Partners Corporation ("Principle Capital") pursuant to which Principle Capital will acquire from Gravitas all of its indirect interest in New India Investment Corp. ("New India"), being 100 common shares (the "Purchased Securities") in the issued and outstanding capital of New India, and any indebtedness owing by New India to Gravitas (approximately $1,265,843) in consideration for an aggregate purchase price of $900,000 (the "Transaction").
Provided that all conditions set out in the Purchase Agreement have been satisfied or waived in accordance therein, Principle Capital shall pay the purchase price of the Purchased Securities without withholding, set-off or reduction. The proceeds of the Transaction will be used primarily to satisfy Gravitas' secured debt obligations, in accordance with the Accommodation Agreement. None of the proceeds from the Transaction shall be distributed to shareholders of Gravitas.
The Transaction will require the approval of shareholders of Gravitas, both as a related party transaction as defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and as the completion of the Transaction, along with other transactions previously announced by Gravitas, could result in the sale of all or substantially all of the property of Gravitas. Such approval will be sought at the upcoming annual and special meeting of shareholders of Gravitas, now scheduled to be held on Tuesday, October 29, 2019 (the "Meeting"). The record date for the Meeting remains as September 11, 2019. Further information regarding the Transaction and the required approvals will be provided in the management information circular in respect of the Meeting, a copy of which Gravitas will prepare, file, and mail in due course to its shareholders.
As no securities of Gravitas are listed on the specified markets set forth in MI 61-101, Gravitas will rely on section 5.5(b) of MI 61-101 which provides an exemption from the formal valuation requirements of MI 61-101 in respect of the Transaction.
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or our future performance and, in certain cases, can be identified by the use of words such as "will", "shall", "could" occur, or the negative forms of any of these words and other similar expressions. Forward-looking statements include the closing of the Transaction on the same terms or in the time provided or that conditions to closing in respect of the Transaction will be satisfied including without limitation: the compliance by the parties with various covenants contained in the Purchase Agreement and obtaining the required shareholder approvals for, inter alia, the Transaction at the Meeting; the timing of the completion of the Transaction; the use of proceeds of the Transaction; the timing of when the management information circular in respect of the Meeting will be made available to shareholders; the timing of the Meeting; and certain termination rights available to the parties under the Purchase Agreement. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to vary from those expressed or implied by such forward-looking statements. Forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, that the closing conditions to the Transaction, including shareholder approvals, are not satisfied or waived (if applicable). Although the forward-looking statements contained in this news release are based upon what management of Gravitas believes are reasonable assumptions on the date of this news release, Gravitas cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties and other risks detailed from time-to-time in Gravitas' ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com. These forward-looking statements are made as of the date of this news release and Gravitas disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.
ABOUT GRAVITAS FINANCIAL INC.
Gravitas Financial Inc. is a platform company that creates businesses in key traditional and emerging sectors with strong industry partners. Our industry focus includes financial services and fintech. We leverage our unique platform to develop a continuous pipeline of new ventures with significant blue-sky potential. Our platform is complimented by strong investment research and digital investment media groups.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Vikas Ranjan, President, Gravitas Financial Inc.
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