PARVIS ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND ANTICIPATED TRADING DATE FOR RESULTING ISSUER SHARES

VANCOUVER, BC, March 6, 2023 /PRNewswire/ - Parvis Invest Inc. (formerly Gravitas II Capital Corp.) (the "Company") (TSXV: PVIS) is pleased to announce that it has closed its previously announced Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange")). The Qualifying Transaction proceeded by way of a three cornered amalgamation pursuant to which Parvis Invest Inc., a private company, ("Parvis") amalgamated with 14492528 Canada Inc., a wholly-owned subsidiary of the Company. The name of the amalgamated corporation is "Parvis Fintech Inc."

Immediately prior to the closing of the Qualifying Transaction, the Company consolidated its issued and outstanding common shares on a 2.49 to 1 basis (each post-consolidation common share, a "Common Share") and changed its name from "Gravitas II Capital Corp." to "Parvis Invest Inc." The Company's new CUSIP number will be 702168105 and its new ISIN will be CA7021681050. Shareholders of the Company are not required to take any action with respect to the consolidation or the name change and are not required to exchange their existing share certificates for new certificates bearing the Company's new name. The Company's transfer agent, TSX Trust Company, will send registered shareholders a new Direct Registration System advice (DRS) representing the number of post-consolidation Common Shares held by such shareholders.

Upon completion of the Qualifying Transaction, the issued and outstanding share capital of the Company consists of 26,771,735 Common Shares with outstanding options to acquire 2,513,316 Common Shares and outstanding warrants to acquire 2,810,000 Common Shares. In addition, broker warrants to acquire 439,775 Common Shares are outstanding, as well as broker warrants to acquire 308,800 Common Shares and 154,400 Common Share purchase warrants.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a Tier 2 Technology issuer pursuant to Exchange policies. The Common Shares are expected to commence trading on the Exchange under the symbol "PVIS" at the opening of the markets on March 10, 2023.

In connection with the Qualifying Transaction, certain members of the Company's board of directors have resigned and the board of directors is now comprised of the following individuals: David Michaud, Jas Bagry, Conan Graham, Drew Green, Kia Besharat, Tirta Liu, and Blair McCreadie. In addition, the board has appointed David Michaud as Chief Executive Officer, Jas Bagry as Chief Financial Officer, and Conan Graham as Chief Operating Officer. Jas Bagry will serve as Chair of the Company's audit committee.

Full details of the Qualifying Transaction and certain other matters are set out in the filing statement of the Company dated February 28, 2023, which can be found under the Company's SEDAR profile at www.sedar.com.

Early Warning Disclosure as a Result of Completion of the Qualifying Transaction

Pursuant to the Qualifying Transaction, Drew Green acquired control over 3,671,726 Common Shares all of which were issued in exchange for the common shares of Parvis held by Mr. Green prior to completion of the Qualifying Transaction. On a non-diluted basis, Mr. Green exercises control over 4,675,742 (17.5%) of the issued and outstanding Common Shares. On a partially-diluted basis, Mr. Green exercises control over 5,625,972 (20.3%) of the issued and outstanding Common Shares. Mr. Green currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Green may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Qualifying Transaction, David Michaud acquired control over 3,394,622 Common Shares all of which were issued in exchange for the common shares of Parvis held by Mr. Michaud prior to completion of the Qualifying Transaction. On a non-diluted basis, Mr. Michaud exercises control over 3,394,622 (12.7%) of the issued and outstanding Common Shares. On a partially-diluted basis, Mr. Michaud exercises control over 3,689,422 (13.6%) of the issued and outstanding Common Shares. Mr. Michaud currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Michaud may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Qualifying Transaction, Kia Besharat acquired control over 2,886,000 Common Shares all of which were issued in exchange for the common shares of Parvis held by Mr. Besharat prior to completion of the Qualifying Transaction. On a non-diluted basis, Mr. Besharat exercises control over 3,287,606 (12.3%) of the issued and outstanding Common Shares. On a partially-diluted basis, Mr. Besharat exercises control over 4,108,936 (14.9%) of the issued and outstanding Common Shares. Mr. Besharat currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Besharat may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company's SEDAR profile at www.sedar.com and may also be obtained by contacting Johanna Gonzalez, Investor Relations of the Company at [email protected].

For additional information concerning the Qualifying Transaction and the foregoing matters in connection therewith, please refer to the Company's press releases dated March 1, 2023, November 3, 2022, and August 29, 2022 and the Filing Statement, all of which are available under the Company's SEDAR profile at www.sedar.com.

About the Company

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.

Cautionary Statement Regarding Forward-Looking Information

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: final acceptance of the Exchange of the Qualifying Transaction and the issuance of the Final Exchange Bulletin; commencement of trading of the Common Shares; and the Company's business plans and role in the real estate industry. To develop the forward-looking information in this news release, the Company made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Company 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; changes in general economic, business and political conditions; changes in applicable laws and regulations; compliance with extensive government regulation; reliance on key and qualified personnel; 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 Company 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.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. Investors are cautioned that, except as disclosed in the management information circular or Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company 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.

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SOURCE Parvis Invest Inc.

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