Stockwatch

Gravitas III Capital Corp
Symbol	TRIG
Shares Issued	12,288,000
Close 2023-03-01	C$ 0.06
Market Cap	C$ 737,280
Recent Sedar+ Documents

Gravitas III hopes to firm up Matador Gold QT by June 5

2023-05-31 17:08 ET - News Release

Kitani Subject: Gravitas III Capital Corp. - News Release for Dissemination Word Document File: '\\swfile\EmailIn\20230531 135713 Attachment TRIG - NR announcing LOI Extension (May 30) with Matador Gold - FINAL.DOCX' 32730241v1 32730241v1 32730241v1 GRAVITAS III PROVIDES UPDATE WITH RESPECT TO POTENTIAL QUALIFYING TRANSACTION WITH MATADOR GOLD TECHNOLOGIES Not for distribution to United States newswire services or for dissemination in the United States. Vancouver, British Columbia, May 31, 2023, Gravitas III Capital Corp. (TSXV: TRIG.P) (the "Company") announces that, further to the Company's press releases dated March 13, 2023, and April 6, 2023, the Company and Matador Gold Technologies Inc. ("Matador"), a corporation incorporated under the laws of the Province of Ontario, continue to work diligently towards completion of the proposed transaction between the Company and Matador (the "Proposed Transaction") which would, if completed, result in the reverse take-over of the Company by Matador and constitute the Company's "Qualifying Transaction" (as such term is defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange")) and presently expect to enter into a definitive agreement (the "Definitive Agreement") in respect of the Proposed Transaction by the new mutually agreed deadline of June 5, 2023. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all. Trading in the common shares of the Company has been halted at the Company's request and the halt is expected to continue pending the negotiation of the Definitive Agreement and the Exchange's review and acceptance of materials for the Proposed Transaction. Sponsorship of a Qualifying Transaction (as such term is defined in Policy 2.4) is required by the Exchange unless a waiver from the sponsorship requirement is obtained. The Company intends to apply for a waiver from sponsorship for the Proposed Transaction. There is no assurance that a waiver from this requirement will be obtained. Matador Gold Technologies Inc. Matador (www.buymatador.com) is disrupting and modernizing the gold buying, storage, and selling experience in Canada and beyond. Matador's proprietary mobile application allows users to buy and sell real gold instantly from your smartphone, with the added security and flexibility of an encrypted mobile application. Combining the best of modern technology, Matador is injecting modernization into this asset class to improve the gold dealing experience and bring it into the 21st century. Matador is also bringing to market new blockchain-enabled technologies that will bring transparency, value, and utility to customers on the platform. Gravitas III Capital Corp. The Company was incorporated under the Business Corporations Act (British Columbia) on July 6, 2021, and is a Capital Pool Company (as such term is defined in Policy 2.4) listed on the Exchange. The Company has no commercial operations and no assets other than cash. Further Information The Company plans to issue additional press releases, including a comprehensive news release in accordance with the policies of the Exchange, providing further details in respect of the Proposed Transaction, the Definitive Agreement, including its date, a description of the proposed Significant Assets (as such terms are defined in Policy 2.4), the officers, directors, Insiders and Principals (as such term is defined in Policy 2.4) of the resulting issuer from the Proposed Transaction, whether shareholder approval is required in connection with the Proposed Transaction, and other material information as it becomes available. For further information, please contact: Gravitas III Capital Corp. 2600 - 1066 West Hastings Street, Vancouver, British Columbia V6E 3X1 Canada Contact: Drew Green, CEO, CFO and Director Telephone: 416 602-4415 Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the Exchange acceptance and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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. The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release. Cautionary Note Regarding Forward-Looking Information This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether the Definitive Agreement can be completed prior to the contemplated deadline, whether each party will complete due diligence to their satisfaction, whether third party approvals including stock exchange and shareholder approvals, as required, will be obtained, whether the concurrent financing proposed to be completed in connection with the Proposed Transaction (the "Concurrent Financing") will be completed, whether conditions to the consummation of the Proposed Transaction and completion of the Concurrent Financing will be satisfied, or the timing for completing the Proposed Transaction and Concurrent Financing. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or Concurrent Financing; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or Concurrent Financing on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or Concurrent Financing on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and/or Concurrent Financing. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.