Gravitas Financial Inc. announces closing of business combination with Ubika Corp. and new President

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES./

All amounts in Canadian Dollars

TORONTO, June 25, 2013 /CNW/ - Gravitas Financial Inc., formerly SearchGold Resources Inc. ("Gravitas" or the "Company") is pleased to announce that it has closed its previously announced change of business and business combination with Ubika Corp. The Company is also pleased to announce that David Carbonaro, a director of the Company, has agreed to join Gravitas as its President.

On June 21, 2013, Ubika closed an additional brokered private placement of 24,000 subscription receipts (the "Subscription Receipts") led by Portfolio Strategies Securities Inc. (the "Agent") for gross proceeds of $24,000,000 at an issuance price of $1,000 per Subscription Receipt. In the aggregate, Ubika has issued 54,022 Subscription Receipts (the "Offering") for aggregate gross proceeds of $54,022,000. As a result of satisfying the escrow release conditions under the Subscription Receipts, $52,930,260, has been transferred to Gravitas, representing the gross proceeds less Agent's fees and other expenses.

Each Subscription Receipt shall automatically convert, without payment of any additional consideration and without further action on the part of a subscriber to the Offering, into one debenture (the "Ubika Debenture") upon the satisfaction of the escrow release conditions and until such time, no Subscription Receipts may be exercised by the holders thereof.  Each Ubika Debenture is exchangeable, upon completion of the transaction, into one debenture of Gravitas (the "Resulting Issuer Debenture").

The Agent shall receive a cash commission equal to 2% of the gross proceeds from the Offering. Additionally, in connection with the Offering, the Agent shall receive a cash fee of $10,000. It is intended that within the next several days, the Resulting Issuer Debentures will begin trading under the ticker symbol "GFI.DB.A" and the common shares of Gravitas will be de-listed from the TSX Venture Exchange and listed on the CNSX under the symbol "GFI".

ABOUT GRAVITAS FINANCIAL INC.

Gravitas is a fast growing public financial services, research and analytics company providing capital market services to private and public company clients. Through its portal www.smallcappower.com, it also provides information to corporate and individual investors. Gravitas conducts its operations from its head office in Toronto, Canada. Gravitas intends to utilize the public company platform and enhanced access to capital to grow its existing business and to provide new and enhanced products to its clients.

READER ADVISORY

Statements in this press release may contain forward-looking information including, operating costs, administrative costs, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings.  Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements.  Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions.  The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect.  Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Gravitas.  The reader is cautioned not to place undue reliance on any forward-looking information.  Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.  Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Gravitas does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S.  NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.  THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.  PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

THE TSX VENTURE EXCHANGE AND THE CANADIAN NATIONAL STOCK EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.

NEITHER THE TSX VENTURE EXCHANGE AND THE CANADIAN NATIONAL STOCK EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE AND/OR THE CANADIAN NATIONAL STOCK EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

SOURCE: SearchGold Resources Inc.

For further information:

Gravitas Financial Inc.
Vikas Ranjan
Executive Vice President
Email: vikas@ubikacorp.com

Investor Contact:
Vikas Ranjan
Tel: (416) 605-7024
Executive Vice President
Email: vikas@ubikacorp.com

Profil de l'entreprise

SearchGold Resources Inc.

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