Gravitas Financial Inc. - Early warning press release; Initiates new secured note offering

TORONTO, Nov. 24, 2014 /CNW/ - This press release is being disseminated by Gravitas Financial Inc. ("Gravitas"), 333 Bay Street, Suite 650, Toronto, ON, M5K 2R2, as required by National Instrument 62‐103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report regarding the acquisition of common shares of The Mint Corporation ("Mint"), 2380 Wyecroft Road, Unit 4B, Oakville, ON L6L 6W1.

Gravitas announced today that on November 21, 2014 it exercised its conversion right in connection with the 12% convertible subordinate secured debenture held in Mint (the "Convertible Loan") for a principal amount of $1,040,352 into 20,807,037 common shares at a price of $0.05 per share, thereby increasing its ownership interest from 18% to 50% of the issued and outstanding commo n shares of Mint. Following such conversion, a balance of $1,286,156 is still available for conversion under the Convertible Loan at a price of $0.10 per share until November 25, 2015. Interest is payable on the Convertible Loan at 12% per annum and Gravitas may elect to convert any outstanding interest into common shares, subject to TSX Venture Exchange approval and at the lowest price permitted under stock exchange rules. 

Taking into account the exercise price on November 25, 2014 and assuming there is no conversion of interest into common shares, Gravitas could exercise its conversion right under the Convertible Loan to receive up to an additional 12,861,560 common shares, thereby increasing its interest up to 59.67% The above calculation is based on Mint's currently issued and outstanding common shares of 32,823,517.  The hold period associated with the Convertible Loan has expired. 

Any accrued interest on the Convertible Loan may also be converted into common shares at the greater of the price applicable to the outstanding principal and the Market Price (as determined under TSX Venture Exchange policies) at the time of conversion.  These common shares would be subject to a regulatory resale restriction of 4 months and 1 day from the date of issuance.

This transaction is exempt from the formal take-over provisions of the Securities Act (Ontario) pursuant to section 100.1(1) of the Act.  The securities were acquired for investment purposes and, subject to the above restrictions, Gravitas may increase or decrease its beneficial ownership or control depending on market or other conditions.

A copy of the Early Warning Report may be found on www.SEDAR.com.

The issuance of this news release is not an admission that an entity named in the news release owns or controls any described securities or is a joint actor with another named entity.

New Secured Note Offering

Gravitas is initiating a new 3-year, 3.5%, non-convertible secured note offering (the "Notes") to expand its ability to enter into merchant banking transactions through its wholly-owned subsidiary Gravitas Ventures Inc.  This financing will be subject to market demand and receipt of all necessary corporate and regulatory approvals.  Further details will be provided once a final closing date is set and all necessary approvals have been obtained.  Concurrent with a successful closing, application to the Canadian Securities Exchange will be made to list these Notes.

ABOUT GRAVITAS FINANCIAL INC.

Gravitas is a public financial services, research and analytics company based in Toronto, Canada, which provides capital market services to private and public company clients. Through its portal www.smallcappower.com, it provides information to corporate and individual investors. 

SOURCE: Gravitas Financial Inc.

Gravitas Financial Inc., Vishy Karamadam, Executive Vice President, Email: [email protected], Tel: [phone]