/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE
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 and Mr. Ernie
Eves, the former Premier of the Province of Ontario has agreed to join
Gravitas as Chairman.
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.
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
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
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
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.
Executive Vice President
Tel: (416) 605-7024
Executive Vice President