Prime City One Capital Corp. Announces Debenture Offering

Prime City One Capital Corp. (TSX VENTURE:PMO.H) (the "Corporation" or "Prime
City") is pleased to announce a non-brokered offering of a convertible secured
debenture (the "Debenture") for aggregate gross proceeds of $250,000 to Gravitas
Financial Inc., a public company whose shares are listed and posted for trading
on the CNSX (the "Offering"). The Debenture will mature on the date that is one
(1) year from the date of issuance (if not otherwise converted) and bear
interest at a rate of 12% per annum, which shall be accrued and paid upon
maturity or conversion either via cash or, at the option of the holder, via the
issuance of common shares of the Corporation ("Common Shares") at a price that
is equal to the market price at such time. The Debenture will be convertible
into Common Shares at a conversion rate of $0.05 per share at any time prior to
maturity. The Debenture will include a negative pledge on the part of the
Company not to incur any new debt obligations prior to repayment or conversion,
other than normal trade payables and obligations. The proceeds of this Offering
will be used for corporate restructuring costs, retirement of existing payables
and for general working capital purposes. The Debenture and the Common Shares
issuable upon conversion of the Debenture will be subject to a four-month hold
period. The Offering is subject to the approval of the NEX.


In addition to the foregoing (and as a condition to the Offering), the
Corporation expects to enter into an advisory agreement with Ubika Corp.
("Ubika"), a wholly-owned subsidiary of Gravitas, and Applied Capital Corp.
("Applied Capital"), pursuant to which Ubika and Applied Capital will be engaged
to provide advisory services to the Corporation in connection with the search,
evaluation and negotiation of a potential transaction that would result in the
listing of the Corporation's Common Shares being graduated to the TSX Venture
Exchange or otherwise being listed on a stock exchange to the satisfaction of
Gravitas. 


Reader Advisory

Except for statements of historical fact, this news release contains certain
"forward-looking information" within the meaning of applicable securities law.
Forward-looking information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions "may" or "will"
occur. In particular, forward-looking information in this press release
includes, but is not limited to, statements with respect to timing and
completion of the Offering, satisfaction of the conditions precedent to the
completion of the Offering and the anticipated business of the Corporation
following the completion of the Offering. Although we believe that the
expectations reflected in the forward-looking information are reasonable, there
can be no assurance that such expectations will prove to be correct. We cannot
guarantee future results, performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same, in whole or in
part, as those set out in the forward-looking information.


Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those anticipated in the forward-looking information.
Some of the risks and other factors could cause results to differ materially
from those expressed in the forward-looking statements include, but are not
limited to: general economic conditions in Canada, the United States and
globally; industry conditions; unanticipated operating events; competition for
and/or inability to retain services and inputs; the availability of capital on
acceptable terms; the need to obtain required approvals from regulatory
authorities; stock market volatility; volatility in market prices for
commodities;changes in tax laws and incentive programs; and the other factors
described in our public filings available at www.sedar.com. Readers are
cautioned that this list of risk factors should not be construed as exhaustive. 



The forward-looking information contained in this news release is expressly
qualified by this cautionary statement. We undertake no duty to update any of
the forward-looking information to conform such information to actual results or
to changes in our expectations except as otherwise required by applicable
securities legislation. Readers are cautioned not to place undue reliance on
forward-looking information.


Neither the TSX Venture Exchange (nor the NEX) nor their Regulation Services
Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Prime City One Capital Corp.
John Lorenzo
Director
416-368-3050
jlorenzo@pcocapital.com
Prime City One Capital (TSXV:PMO.H)
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