Parvis Invest Inc. entered into a binding letter of intent to acquire Gravitas II Capital Corp. (TSXV:GII.P) for CAD 3.7 million in a reverse merger transaction on August 18, 2022. Parvis Invest Inc. entered into an amalgamation agreement to acquire Gravitas II Capital Corp. in a reverse merger transaction on November 1, 2022. Under the terms of the transaction, holders of common shares in the capital of Parvis will receive common shares in the capital of the Resulting Issuer and no fractional Gravitas Shares will be issued by Gravitas. The transaction was amended on September 12, 2022. The shareholders of Parvis will be issued one common share of Gravitas II (on a post-Consolidation basis) for every one Parvis common share. In addition, prior to the closing of the transaction, each outstanding Gravitas share will consolidate on a 2.49:1 basis. On closing of the transaction, Gravitas II will issue at a minimum the following securities to Parvis securityholders, on a post-Consolidation basis: 15,620,000 common shares, 2,810,000 common share purchase warrants, 308,800 broker warrants and 1,562,000 options. Post completion of the acquisition, Gravitas II capital will become wholly-owned subsidiary of the of Parvis. In connection with the transaction, Parvis will undertake a brokered private placement of for aggregate gross proceeds of up to approximately CAD 5 million. Following which the common shares of the Resulting Issuer are expected to begin trading under the symbol “PVIS” on or about March 10, 2023 and the name of the amalgamated corporation is “Parvis Fintech Inc.”. In the event that either Gravitas or Parvis terminate the Agreement the applicable Party who causes the occurrence of the Termination Fee Event will forthwith pay to the other Party (the “Break Fee Recipient”) a fee of CAD 150,000 (inclusive of Taxes) (the “Break Fee”) as compensation for the Termination Fee Event.

Post closing, Gravitas shall change its name to “Parvis Invest Inc.”, or such other name to be determined by the corporation and as may be acceptable to the TSXV and regulatory authorities. Concurrently with the closing of the transaction, the Resulting Issuer will carry on the business of Parvis and the Board of Directors of the Resulting Issuer will comprise of up to seven directors as follows: David Michaud, Jas Bagry, Conan Graham, Drew Green, Kia Besharat, and two remaining independent directors to be appointed by Parvis. Post closing, following individuals are expected to be directors or senior officers of the Resulting Issuer: David Michaud – Chief Executive Officer and Director; Jas Bagry – Chief Financial Officer, Corporate Secretary and Director; Conan Graham – Chief Operating Officer and Director; Drew Green – Chairman and Director; and Kia Besharat - Director. Upon completion of the transaction, it is anticipated that certain directors and officers of Gravitas II will resign.

The transaction is subject to parties entering into a definitive agreement, obtaining all necessary board, Parvis shareholder, third party and regulatory approvals, including TSXV approval, completion of a brokered private placement, Gravitas II having a cash balance of at least CAD 3.15 million at the closing date, dissent rights having not been exercised by shareholders of Parvis holding more than 5% of the outstanding common shares, consummation of due diligence, Gravitas shareholder approval for, among other things, the Omnibus Equity Plan, the Board Size Increase and election of the Board Nominees and other customary closing conditions. Gravitas shareholder approval is not currently anticipated for this transaction, as it is not a Non-Arm's Length Qualifying Transaction. The transaction received approval from the shareholders of Parvis at the shareholders meeting held on February 24, 2023. As of March 1, 2023, 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 transaction is expected to complete on or before August 1, 2023. As of March 1, 2023, the transaction is expected to close on March 3, 2023. Andrew Elbaz of Minden Gross LLP acted as legal advisor to Parvis. TSX Trust Company acted as transfer agent to Gravitas II Capital.

Parvis Invest Inc. completed the acquisition of Gravitas II Capital Corp. (TSXV:GII.P) in a reverse merger transaction on March 3, 2023.