PARVIS INVEST INC. AND GRAVITAS II CAPITAL CORP. RECEIVE CONDITIONAL APPROVAL OF REVERSE TAKEOVER TRANSACTION AND FILE FILING STATEMENT
Gravitas II Capital Corp. and Parvis Invest Inc. have received conditional approval from the TSX Venture Exchange for their proposed business combination, set to close on March 3, 2023. Following the transaction, which includes a share consolidation (1:2.49) and a name change to Parvis Invest Inc., the common shares of the resulting issuer will begin trading under the symbol 'PVIS' around March 10, 2023. The amalgamation will form a Tier 2 Technology issuer, with Parvis becoming a wholly-owned subsidiary. Gravitas II shareholders will receive approximately 9.5 million shares, while Parvis shareholders will hold about 17.3 million shares in the new entity.
- Conditional approval for business combination from TSX Venture Exchange.
- Share consolidation aimed at streamlining capital structure (1:2.49).
- Expected trading of shares under new symbol 'PVIS' post-transaction.
- Parvis to operate as a wholly-owned subsidiary of the resulting issuer.
- Gravitas II has no commercial operations and limited financial standing.
- Parvis reported a significant operating loss of $1,391,991 for the year ended October 31, 2022.
- Trading of Gravitas II shares is currently halted, causing uncertainty in liquidity.
VANCOUVER, BC, March 2, 2023 /PRNewswire/ - Gravitas II Capital Corp. ("Gravitas II") (TSXV: GII.P) and Parvis Invest Inc. ("Parvis") are pleased to announce that, in connection with their previously announced proposed business combination (the "Transaction") as described in Gravitas II's news releases dated November 3, 2022 and August 29, 2022, the TSX Venture Exchange Inc. (the "Exchange") has conditionally approved the Transaction and the listing of the common shares of Gravitas II, following closing of the Transaction (the "Resulting Issuer"). The Transaction is expected to close on March 3, 2023, following which the common shares of the Resulting Issuer are expected to begin trading under the symbol "PVIS" on or about March 10, 2023.
Pursuant to Exchange Policy 2.4 – Capital Pool Companies ("Policy 2.4"), Gravitas II and Parvis filed the filing statement dated February 28, 2023 (the "Filing Statement") with the Exchange. The Filing Statement, which contains details and requisite financial information regarding the Transaction and the Resulting Issuer, is available under Gravitas II's profile on SEDAR at www.sedar.com.
The Exchange has also granted a waiver of the sponsorship requirements under Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements.
Subject to approval by the Exchange, Parvis will amalgamate with 14492528 Canada Inc. ("Subco"), a wholly owned subsidiary of Gravitas II, to facilitate the completion of the Transaction. It is the intention of the parties that the Resulting Issuer will be listed on the Exchange as a Tier 2 Technology issuer, and that the business of the Resulting Issuer will be the business of Parvis.
Immediately prior to the completion of the Transaction, Gravitas II will effect: (i) a share consolidation on the basis of 1 post-consolidation common share of Gravitas II (each a "Gravitas II Share" and, upon closing of the Transaction, a "Resulting Issuer Share") for 2.49 pre-consolidation Gravitas II Shares (the "Consolidation"), resulting in an aggregate of approximately 9,513,253 post-Consolidation Gravitas II Shares being issued and outstanding; and (ii) a name change pursuant to which Gravitas II will change its name to "Parvis Invest Inc." or such similar name as may be approved by Parvis and acceptable to the Exchange.
Immediately prior to the completion of the Transaction, it is anticipated that the issued and outstanding securities of Parvis will consist of 17,258,482 common shares of Parvis (the "Parvis Shares"), common share purchase warrants exercisable to acquire up to 2,810,000 Parvis Shares, stock options exercisable to acquire up to 1,562,000 Parvis Shares, and broker warrants exercisable to acquire up to 308,800 Parvis Shares and 154,400 common share purchase warrants.
The Transaction is not a "Non-Arm's Length Transaction" (as defined under the policies of the Exchange) and therefore will not require approval by the shareholders of Gravitas II under Policy 2.4. The Transaction is subject to, among other things, the approval of the Exchange.
Upon completion of the Transaction, the shareholders of Gravitas II will hold approximately 9,513,253 Resulting Issuer Shares and the shareholders of Parvis will hold approximately
17,258,482 Resulting Issuer Shares.
Under the terms of the amalgamation agreement dated November 1, 2022 (the "Amalgamation Agreement") among Gravitas II, Parvis, and Subco, the Transaction is expected to be completed by way of a three-cornered amalgamation pursuant to the provisions of the Canada Business Corporations Act. Pursuant to the terms of the Amalgamation Agreement, it is expected that, among other things, Subco and Parvis will amalgamate and all of the issued and outstanding securities of Parvis, immediately following completion of the Consolidation, will be exchanged for equivalent securities of Gravitas II on a one-for-one basis.
The Amalgamation Agreement includes a number of conditions precedent to the closing of the Transaction, including, but not limited to, approvals of all regulatory bodies having jurisdiction in connection with the Transaction, approval of the Exchange, and the satisfaction of other closing conditions customary to transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Following completion of the Transaction, Parvis will become a wholly-owned subsidiary of the Resulting Issuer. The foregoing is a summary of the Amalgamation Agreement and is qualified in its entirety by the Amalgamation Agreement, a copy of which will be available under Gravitas II's profile on SEDAR at www.sedar.com.
The shareholders of Gravitas II at the shareholders meeting held on January 18, 2023 approved among other things, a new omnibus equity incentive plan and the anticipated board of directors of the Resulting Issuer subject to completion of the Transaction. The Transaction received approval from the shareholders of Parvis at the shareholders meeting held on February 24, 2023.
Immediately prior to closing of the Transaction, insiders of Gravitas II will hold the following Parvis Shares: 150,000 Parvis Shares held by Nima Besharat; 100,000 Parvis Shares held by Raphael Yeung; 2,886,000 Parvis Shares held by Kia Besharat; and 3,671,726 Parvis Shares held by Drew Green. Kia Besharat and Drew Green are directors of Parvis.
Upon completion of the Transaction, it is anticipated that certain directors and officers of Gravitas II will resign and that the management team of the Resulting Issuer will be comprised of David Michaud (Chief Executive Officer), Jas Bagry (Chief Financial Officer and Corporate Secretary) and Conan Graham (Chief Operating Officer). It is anticipated that following the completion of the Transaction, the Resulting Issuer's board of directors will consist of seven directors, being David Michaud, Jas Bagry, Conan Graham, Drew Green, Kia Besharat, Tirta Liu and Blair McCreadie. The relevant experience of the proposed officers and directors of the Resulting Issuer is set out below.
David Michaud – Chief Executive Officer and Director
Mr. Michaud has over 15 years of experience in finance and corporate law representing businesses and financial institutions on a wide range of investment activities and operations including mergers and acquisitions, secured transactions, trusts and private wealth matters. Having honed his expertise working with various financial regulators in Canada, US and abroad, Mr. Michaud has completed various domestic and cross-border corporate acquisitions while structuring financial transactions and investments up to
Jas Bagry – Chief Financial Officer, Corporate Secretary and Director
Mr. Bagry is a seasoned finance professional, entrepreneur, and CFA Charterholder with over 15 years of experience in fund management, real estate investments, and financial advisory services. Prior to founding Parvis, Mr. Bagry founded InnoVenture Financial Inc. in 2013, a firm that provides CFO advisory services to seed and Series A stage businesses. Mr. Bagry has invested in and sits on the boards of several businesses including a real estate asset manager with over
Conan Graham – Chief Operating Officer and Director
Mr. Graham is a versatile executive recognized for his success across varying business sectors. Whether it is in private or public industry, start-up or mergers and acquisitions environments, working with capital partners or advising on and creating efficiencies within multi-billion-dollar enterprises, Mr. Graham has a history in scaling businesses, optimizing organizations, and producing sustainable results. Starting in 2016 as VP-Corporate Development and then Chief Operating Officer from 2017 to 2019 at Element Lifestyle Retirement Inc. (TSXV: ELM), he was previously responsible for leading his senior management team through various stages of development with a portfolio of client assets valued in excess of
Drew Green – Chairman and Director
Mr. Green is the Chief Executive Officer, President, and director of INDOCHINO, a global leader in custom apparel, where between 2015 and 2022 he has grown the business by approximately
Kia Besharat – Director
Mr. Besharat has over 15 years of extensive private equity, investment banking, and directorship experience including as former Managing Director at Ubequity Capital Partners, a leading global merchant and investment bank. Mr. Besharat currently acts exclusively as a consultant to Gravitas Securities Inc., where he helps with the advisory, restructuring, corporate finance, and mergers and acquisitions mandates across the firm's platform, with a recent focus on the following industry groups: consumer/retail, natural resources, internet/new media, technology, and healthcare. Mr. Besharat has served as Senior Managing Director of Investment Banking at Gravitas Securities Inc. from 2015 to 2022. While at Gravitas Securities Inc. as a Senior Managing Director of Investment Banking, Mr. Besharat played a pivotal role in establishing Gravitas Securities Inc. as one of the top boutique investment banks in Canada. His transactions have totaled in excess of
Tirta Liu – Director
Mr. Liu has over two decades of real estate developer/operator expertise with a portfolio of assets exceeding a half billion dollars throughout Canada and the United States. Along with capital investments in ventures from biopharmaceutical and education sectors, his diversified business holdings span several other companies including owner and director of Bank Communications Inc., a management firm focused on leasing and financial services, Director at VCBC Leasing, where the company focuses on diversified leasing and mortgage lending in real estate and equipment, and strategic investor and director of CheckSammy Technologies, where more than 5000 operators provide multi-sector sustainability services in recycling and waste management throughout North America. Mr. Liu was also formerly with China Trust Bank of Taiwan, where he focused on mortgage lending. Mr. Liu holds a Bachelor of Arts from the University of British Columbia.
Blair McCreadie – Director
Mr. McCreadie is a founding partner of the newly formed Beausoleil Real Estate Investments Ltd. Beausoleil has been launched for the sole purpose of continuing Mr. McCreadie's focus on delivering strong investment results and transparency to the investor community. Prior to 2023, Mr. McCreadie was a key member of the Fiera Real Estate ("FRE") (TSX: FSZ) executive team and as Head of the Canadian Real Estate business, was responsible for a
The table below sets out certain financial data for the Parvis in respect of the period for which financial information was included in the Filing Statement:
Year Ended October 31, 2022 (Audited) | |
Total revenues | |
Operating income | ( |
Net income (or loss) | ( |
Total assets | |
Total liabilities | |
Shareholders' equity |
The following table sets forth the pro forma share capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Transaction:
Designation of Security | Amount outstanding |
Resulting Issuer Shares held by former shareholders of | 9,513,253 |
Resulting Issuer Shares held by former shareholders of | 17,258,482 |
Total non-diluted share capital of the Resulting Issuer | 26,771,735 |
Resulting Issuer Shares reserved for issuance pursuant to | 1,562,000 |
Resulting Issuer Shares reserved for issuance pursuant to Gravitas II options | 951,316 |
Resulting Issuer Shares reserved for issuance pursuant to Gravitas II broker warrants | 439,775 |
Resulting Issuer Shares reserved for issuance pursuant to warrants issued in replacement of Parvis warrants | 2,810,000 |
Resulting Issuer Shares reserved for issuance pursuant to broker warrants issued in replacement of Parvis broker warrants | 308,800 |
Resulting Issuer Shares reserved for issuance pursuant to warrants underlying the broker warrants issued in replacement of Parvis broker warrants | 154,400 |
Parvis is a technology-driven real estate investing platform. Focused on broadening access to institutional quality real estate investment opportunities, Parvis promotes greater access in this historically inaccessible and illiquid asset class. Enabled by blockchain technology, Parvis makes finding, tracking, and maximizing investments an experience that is both frictionless and empowering. Parvis, headquartered in Vancouver, employs experts in Toronto, Vancouver, and Montreal. Additional information about Parvis is available at www.parvisinvest.com and on SEDAR at www.sedar.com under Gravitas II's profile.
Gravitas II was incorporated under the Business Corporations Act (British Columbia) on January 18, 2021, and is a capital pool company listed on the Exchange. Gravitas II has no commercial operations and has no assets other than cash. Gravitas II's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction.
Trading in the common shares of Gravitas II is presently halted. It is uncertain whether the common shares of Gravitas II will resume trading until the Transaction is completed and approved by the Exchange. There are no interests in the Transaction held by non-arm's length parties to Exchange.
For more information, please contact Nima Besharat, the Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director of Gravitas II, or David Michaud, the Founder and Chief Executive Officer of Parvis:
Nima Besharat
Gravitas II Capital Corp.
nbesharat@gravitassecurities.com
416-479-4342
David Michaud
Parvis Invest Inc.
david@parvisinvest.com
604-818-8131
For media inquiries, please contact: | Follow us on social media: |
Michael O'Shaughnessy | Instagram: @ParvisInvest |
Fintona Strategy | Facebook: ParvisInvest |
Email: michael@fintonastrategy.ca | LinkedIn: Parvis |
This news release contains "forward-looking information" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements") within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: Exchange approval of the Transaction, completion and the anticipated closing date of the Transaction, the anticipated listing date of the Resulting Issuer Shares, completion of the Consolidation and Gravitas II's name change, the anticipated capitalization of the Resulting Issuer, and the appointment of the anticipated officers and board of directors of the Resulting Issuer. To develop the forward-looking information in this news release, Parvis and Gravitas II made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social conditions; the ability of Gravitas II and Parvis to receive board and regulatory approvals; and the ability of the Resulting Issuer to execute and achieve its business objectives. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Parvis or Gravitas II to complete the Transaction; inability to obtain Exchange approval for the Transaction; refusal of the proposed directors or officers of the Resulting Issuer to act for any reason, including conflicts of interest; reliance on key and qualified personnel; regulatory and other risks associated with the real estate and technology industries in general; and the risk factors disclosed under the heading "Risk Factors" in the Filing Statement. The foregoing list of material risk factors and assumptions is not exhaustive. The Resulting Issuer assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Investors are cautioned that, except as disclosed in the Filing Statement 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. Trading in the securities of a capital pool company and the Resulting Issuer should be considered highly speculative.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
View original content to download multimedia:https://www.prnewswire.com/news-releases/parvis-invest-inc-and-gravitas-ii-capital-corp-receive-conditional-approval-of-reverse-takeover-transaction-and-file-filing-statement-301760506.html
SOURCE Parvis Invest Inc.
FAQ
What is the latest news for stock symbol BRSH?
When will Gravitas II begin trading under the new symbol PVIS?
What is the financial status of Parvis prior to the merger?
What are the shareholdings after the completion of the transaction?
Is the transaction subject to shareholder approval?
