Prime City One Capital Corp.

December 17, 2013 20:12 ET

Prime City One Capital Corp. Announces Debenture Offering

TORONTO, ONTARIO--(Marketwired - Dec. 17, 2013) - Prime City One Capital Corp. (TSX VENTURE:PMO.H) (the "Corporation" or "Prime City") is pleased to announce a non-brokered offering of a convertible secured debenture (the "Debenture") for aggregate gross proceeds of $250,000 to Gravitas Financial Inc., a public company whose shares are listed and posted for trading on the CNSX (the "Offering"). The Debenture will mature on the date that is one (1) year from the date of issuance (if not otherwise converted) and bear interest at a rate of 12% per annum, which shall be accrued and paid upon maturity or conversion either via cash or, at the option of the holder, via the issuance of common shares of the Corporation ("Common Shares") at a price that is equal to the market price at such time. The Debenture will be convertible into Common Shares at a conversion rate of $0.05 per share at any time prior to maturity. The Debenture will include a negative pledge on the part of the Company not to incur any new debt obligations prior to repayment or conversion, other than normal trade payables and obligations. The proceeds of this Offering will be used for corporate restructuring costs, retirement of existing payables and for general working capital purposes. The Debenture and the Common Shares issuable upon conversion of the Debenture will be subject to a four-month hold period. The Offering is subject to the approval of the NEX.

In addition to the foregoing (and as a condition to the Offering), the Corporation expects to enter into an advisory agreement with Ubika Corp. ("Ubika"), a wholly-owned subsidiary of Gravitas, and Applied Capital Corp. ("Applied Capital"), pursuant to which Ubika and Applied Capital will be engaged to provide advisory services to the Corporation in connection with the search, evaluation and negotiation of a potential transaction that would result in the listing of the Corporation's Common Shares being graduated to the TSX Venture Exchange or otherwise being listed on a stock exchange to the satisfaction of Gravitas.

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 Offering, satisfaction of the conditions precedent to the completion of the Offering and the anticipated business of the Corporation following the completion of the Offering. 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 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.

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.

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