• E-mail
• Print
• Comment
• Font Size
• Digg
• del.icio.us
• Discuss article

GA Capital Corp. Update to Proposed Qualifying Transaction With Kimpar Resources Inc.

Posted on: Thursday, 24 July 2008, 12:00 CDT

GA Capital Corp. (TSX VENTURE: GAC.P) ("GAC") is pleased to report in furtherance of its previously announced proposed transaction with Kimpar Resources Inc. ("Kimpar"), pursuant to which GAC intends to complete a business combination with Kimpar (the "Transaction"). If completed, the Transaction is expected to constitute a qualifying transaction for GAC, as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange" or "TSX Venture") Corporate Finance Manual.

About Kimpar

Kimpar is a recently formed company that is engaged in the acquisition and exploration of mineral resource properties in the Province of Quebec. Kimpar is in the process of completing a series of transactions to acquire certain Vortex copper-molybdenum claims, as well as a portfolio of other mineral exploration properties (the "Kimpar Reorganization").

Kimpar Vortex Copper-Molybdenum Claims

Upon completion of the Kimpar Reorganization, Kimpar will have the following interest in four blocks of copper-molybdenum claims:

 (a)   Block 1 consists of 15 claims comprising 240 hectares. Historical       reports contained in the Quebec government's MRNF deposit files        describe an historical resource (see Comments on Historical        Resources, below) of 4.97 Mt of 1.02% Cu at a cut-off grade of        0.5% Cu, along with associated molybdenum. This report dated 10        December, 1993 was prepared by Systemes Geostat International Inc.        of Laval, Quebec, entitled "Rapport des travaux 1993. Project de        cuivre, Sullipek", and is considered to be relevant to this project.       This resource was calculated using block modelling. Kimpar holds a        100% interest in the claims, subject to a 2% net smelter return,        provided it makes cash payments of $200,000 over four years and        completes work commitments of $1,200,000 on the claims over the next       four years. (b)   Block 2 consists of 16 claims comprising 256 hectares. Kimpar holds a       100% interest in the claims, subject to a 2% net smelter return,        provided it makes cash payments of $140,000 over four years and        completes work commitments of $700,000 on the claims over the next        four years. (c)   Block 3 consists of 46 claims comprising 3,661 hectares. Kimpar        holds a 100% interest in the claims, subject to a 2% net smelter        return, provided it makes a cash payment of $120,000 and completes       work commitments of $700,000 on the claims over the next four years. (d)   Block 4 consists of 42 claims comprising 2,316 hectares contiguous        with the Madeleine mine described below. Kimpar holds a 100% interest       in the claims, subject to a 2% net smelter return, provided it makes        a cash payment of $60,000 and completes work commitments of $700,000        on the claims over the next four years. 

Geological Context

Areas of mineral alteration are associated with metal ores. There are several such areas in the Gaspe Peninsula in the Province of Quebec. A relatively small alteration area around Murdochville hosted the Gaspe Mine, one of the largest copper mines in North America. It produced 141.6 million tonnes of 0.85% Cu with Mo from Copper Mountain between 1954 and 1999.

Much larger areas of mineral alteration (referred to herein collectively as the Federal, Sullipek, Madeleine or "FSM" area) located to the west, peripheral to the McGerrigle Batholith, and along the Shickshock Fault, and paralleling the Madeline River South Fault. The FSM area covers the eastern portion of a corridor of sedimentary rocks more than 100 kilometers long that include limestone beds hosting sulphide base and precious metals deposits formed from intruding younger hot igneous metal-rich solutions. The Kimpar Vortex claims lie within this FSM area. Mineralization is present in veins, in fracture zones, and as disseminations within the calcareous sedimentary rocks and the intruding igneous rocks.

Much of this area remains only sparsely explored, although it has seen commercial mining at the old Madeleine mine, which produced 8.1 Mt @ 1.08% Cu and 9.0 g/t Ag between 1969 to 1982; the Candego mine, which produced 70,500 tonnes of 6.35% Pb, 4.28% Zn, 170 g/t Ag and 0.68 g/t Au; the Lemieux Dome area, which includes the former Federal mine, the Pioneer Mine and the Brandy Brook Mine, each with several veins, which were mined primarily for lead and zinc between 1918 and 1930 (MRNF files (http://www.mrnf.gouv.qc.ca/Gaspesie-Iles-de-la-Madeleine/mines/mines-potentiel.jsp).

The May 2007 Sidex report "Exploring for Molybdenum in Quebec" notes that Quebec was Canada's largest molybdenum producer from Mines Gaspe and three pegmatite-type deposits in the Abitibi Region (pp 10/11). The Sullipek deposit is listed as a molybdenum occurrence with skarn and porphyry Cu.

Comments on Historical Resources

All historical resource estimates quoted herein are based on data and reports obtained and prepared by previous operators. Such historical resource estimates are considered to be relevant, and are believed to be reliable based on the amount and quality of historic work completed. Kimpar has not completed the work necessary to independently verify the classification of the mineral resource estimates. Kimpar is not treating these historical resource estimates as NI43-101 defined resources verified by a qualified person. These historical resource estimates should not be relied upon as they pre-date NI43-101 and are not NI43-101 compliant. The properties will require considerable further evaluation which Kimpar's management and consultants intend to carry out in due course.

The technical portion of this news release has been prepared under the supervision of Geoffrey S. Carter, a Qualified Person as defined by NI43-101.

Other Properties of Kimpar

Kimpar recently acquired the Nightstone Quarry, which includes one main BEX (Bail Exclusif d'Exploitation) with designated rights to extract material from the quarry from the Ressources naturelles et Faune Quebec, in the Gaspe Peninsula in the Province of Quebec on Route 299. The deposit located on the claims is comprised of an elevated ridge of fine-grained black basalt. If further exploration establishes commercial quantities of unfractured rock within the deposit, the Nightstone Quarry would be the only source in North America of the dimension stone known commercially as "absolute black granite.". Slabs of decorative granite find wide application as cladding for buildings and in commercial and domestic interiors, including countertops, tiles and flooring. Where fractured or otherwise unsuitable as dimension stone, the Nightstone product can be marketed as hard aggregate for concrete and asphalt manufacture and road construction, as "rip rap" to control erosion and support roads, bridges and marine installations or, milled to a specific particle size, as the raw material for the manufacture of composite stone countertop slabs.

Kimpar also recently acquired the Richmond gabbro rock quarry located north of New Richmond, Quebec; and two high grade aggregate quarries located at Carleton, Quebec. Kimpar also holds 32 claims comprising of 1,824 hectares with bentonite and perlite deposits, industrial minerals employed in the steel and ceramic industries.

Other Information Concerning Kimpar

Kimpar was incorporated under the Canada Business Corporations Act on June 9, 2008. The registered and records office of Kimpar, as well as its head office, is located at 408 McGill, Montreal (Quebec) H2Y 2G1.

Upon completion of the Kimpar Reorganization, Kimpar will have 13,500,000 Class A common shares (the "Kimpar Common Shares") issued and outstanding, and no stock options, warrants or other dilution as of the date hereof.

Upon completion of the Kimpar Reorganization, the principal shareholders of Kimpar will be ACT Capital Trust of Montreal, Quebec (a trust the beneficiaries of which are Chris Arsenault of Montreal, Quebec and members of his family), Vital Arsenault of Bonaventure, Quebec and C.L. Beaudet Trust of Montreal, Quebec (a trust the beneficiaries of which are Charles Beaudet of Montreal, Quebec and members of his family and friends), who will own approximately 31.07%, 11.55% and 11.11%, respectively, of the then outstanding Kimpar Common Shares, prior to completion of the Transaction. The remainder of the Kimpar Common Shares will be held by twenty-three (23) shareholders (including directors and officers of Kimpar, none of whom will hold 10% or more of the issued and outstanding Kimpar Common Shares.

Kimpar has not at this time prepared any financial statements. An updating press release will follow once financial information in respect of Kimpar is available. Kimpar will prepare audited consolidated financial statements as part of the Filing Statement in connection with the Transaction to be prepared and filed on SEDAR.

Transaction Summary

The Transaction will be effected by way of a three-cornered amalgamation (the "Amalgamation"), pursuant to which a newly formed wholly-owned subsidiary of GAC will amalgamate with Kimpar, resulting in the amalgamated company becoming a wholly-owned subsidiary of GAC. As a result of the Amalgamation, the shareholders of Kimpar will receive one New GAC Share (as defined below), at a deemed price of $1.00 per share for each Kimpar Common Share. The Transaction will be subject to the entering into of a formal amalgamation agreement (the "Formal Agreement") containing customary representations and warranties for parties acting at arm's length in similar transactions. The following matters will also occur prior to, or in connection with, the Transaction:

 (a)   GAC will implement a 10% rolling incentive stock option plan (the      "Stock Option Plan"), pursuant to the rules of the Exchange and        subject to any required regulatory and shareholder approval;  (b)   GAC will consolidate (the "Consolidation") its currently outstanding       common shares on the basis that each three existing common shares of       GAC will be consolidated into one new common share of GAC (the "New        GAC Shares"), subject to the receipt of shareholder and regulatory       approval; (c)   GAC will change its name to "Kimpar Resources Corp.", or such other       name as may be agreed to, subject to receipt of shareholder and        regulatory approval; (d)   GAC will continue under the federal laws of Canada        (the "Continuance"), subject to the receipt of shareholder and        regulatory approval; and (e)   GAC will provide Kimpar with a $25,000 non-refundable deposit        concurrent with the issuance of this press release, in accordance        with the Exchange requirements, as well as a $200,000 secured loan       upon execution of security documentation, which loan will be        repayable four months from the date of advance and will bear interest       at a rate of 8% per annum payable on maturity. 

Kimpar will use its commercially reasonable efforts to complete a private placement of 4,200,000 subscription receipts for aggregate gross proceeds of up to $4,500,000 (the "Private Placement"). Of the subscription receipts, 3,000,000 shall be sold at a price of $1.00 per receipt and each shall entitle the holder to receive one unit of Kimpar (each a "Unit") with each Unit consisting of one Kimpar Common Share and one-half of one share purchase warrant of Kimpar (each whole common share purchase warrant, a "Warrant"). The balance of 1,200,000 subscription receipts shall be sold at a price of $1.25 per receipt and shall each entitle the holder to receive flow-through units of Kimpar (the "FT Units"). Each FT Unit shall consist of one Kimpar Common Share issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) and one-half of one Warrant. Each Warrant will be exercisable to acquire one Kimpar Common Share at a price of $1.50 per share for 12 months from the date of issuance. It is expected that 50% of the gross proceeds from the Private Placement will be released at the closing of the Private Placement and concurrent with the execution of the Formal Agreement. The balance of the proceeds from the Private Placement will be held in escrow until the closing of the Transaction.

The proceeds from the Private Placement will be used for the exploration and development of the Vortex copper-molybdenum claims and the Nightstone Quarry, as well as for general working capital purposes. Kimpar may also engage an agent or agents in connection with the Private Placement ("Agents") to arrange for subscriptions under the Private Placement. The finder's fee payable to the Agents shall be 8% of the gross proceeds from the sale of the securities of Kimpar under the Private Placement. In addition, Kimpar may grant to the Agents a number of options ("Kimpar Agent's Options") that is equal to 8% of the number of securities of Kimpar sold by the Agents under the Private Placement. Each Kimpar Agent's Option will entitle the holder thereof to acquire one Unit at a price of $1.00 per Unit on or before 18 months from the date of issuance.

Pursuant to the terms of the Transaction: (i) the holders of the Kimpar Common Shares will receive one New GAC Share with a deemed value of $1.00 per share for each share owned; and (ii) the holders of the outstanding agents' options, stock options and Warrants of Kimpar will be replaced with agents' options, stock options and share purchase warrants of GAC, with identical terms.

After completion of the Transaction and the maximum Private Placement, the current Kimpar shareholders will hold approximately 65.75% of the New GAC Shares, the current GAC shareholders will hold approximately 13.80% of the New GAC Shares, and the subscribers to the Private Placement will hold approximately 20.45% of the New GAC Shares.

The Transaction is an arm's length transaction as no related party of GAC has any interest in Kimpar. Accordingly, the Transaction will not, as currently contemplated, be subject to approval by the shareholders of GAC.

GAC and Kimpar confirm that there are no finder's fees or other similar fees payable to any person or party with respect to the Transaction.

GAC has applied for an exemption from the sponsorship requirements in connection with the Transaction.

GAC also announces it has reserved a price of $0.333 per share pre-Consolidation ($1.00 per New GAC Share) for the grant of stock options to acquire up to 10% of the number of issued and outstanding New GAC Shares (the "Stock Options") in the event the Transaction and the Private Placement are completed. The grant of the Stock Options is subject to regulatory approval. The Stock Options may be granted to directors, officers, employees and consultants of the resulting issuer, as determined by the Board of Directors of the resulting issuer following the completion of the Transaction.

Insiders of the Resulting Issuer

Upon completion of the Transaction, the Board of Directors of the resulting issuer will consist of Vital Arsenault, Chris Arsenault and Jean Lamarre, as well as Joe Hamilton, George Duguay and J. Allan Ringler, current directors of GAC who will continue.

Management of the resulting issuer will consist of J. Allan Ringler as Chief Executive Officer, Vital Arsenault as Chief Operating Officer, Bradley R. Kipp will continue as Chief Financial Officer, Wayne Lockhart as Chief Geologist, Peter Sindell as Vice-President, Business Development, and Robert Buckland as Vice-President, Project Planning.

J. Allan Ringler, Chief Executive Officer and Director. Mr. J. Allan Ringler is currently the Chief Executive Officer, President and a Director of GAC. He has been the President of Allan Ringler Services Inc. since January 1989, and was a partner of Duguay and Ringler Corporate Services, a provider of corporate and financial administrative services to public companies, until February 2006. From July 2006 to July 31, 2007, Mr. Ringler was a sales representative with Remax Orillia Realty (1996) Ltd. He co-founded Equity Transfer & Trust, a provider of transfer agent and corporate trust services and served as President from 2002 to 2006. He has been a Director of Grey Horse Corp., the parent company of Equity Transfer & Trust, since 2004. Mr. Ringler holds both a Bachelor of Arts degree from the University of Western Ontario and a Bachelor of Commerce degree from the University of Windsor. He is a Certified Management Accountant and a member of the Institute of Chartered Secretaries and Administrators of Canada.

Vital Arsenault, Chief Operating Officer and Director. Vital Arsenault has owned and managed a series of motor vehicle dealerships, including Prestige Ford Mercury Inc. in New Richmond, Quebec, Gaspesie Auto (Hyundai) in Bonaventure, Quebec and Garage LV Arsenault (Lada, Suzuki, and Arctic Cat dealerships) in Bonaventure, Quebec. In 1986 after completing his prospector course, he resigned from his dealership businesses and started exploring in the Gaspe region of Quebec. Since 1986, he has participated in a number of discoveries and concluded transactions with small and large publicly traded mining companies. Over the last five years, Mr. Arsenault has acted as President and CEO of ASPM Inc. a private mining service company based in Bonaventure, Quebec and has actively pursued his prospecting activities.

Bradley R. Kipp, Chief Financial Officer. Bradley R. Kipp is currently the Chief Financial Officer and a Director of GAC. He has more than 16 years of financial, capital markets and operating experience specializing in the mining sector. Since September 2004, he has been the Chief Financial Officer of African Copper PLC, a mining exploration and development company. He has been the Chief Financial Officer, an officer and/or director of several public resource and non-resource companies, including Titanium Corporation, Atikwa Minerals Corporation, MineGem Inc. Mr. Kipp was formerly employed by Deloitte and Touche Corporate Finance Canada Limited in the capacity of Vice-President and Director, where he was a member of its corporate finance group providing global merger and acquisition services. He received a Bachelor of Arts degree from the University of Western Ontario, his Honours Business Administration (Finance) from Ivey School of Business in 1988, his Chartered Accountant designation in 1991 and his Chartered Financial Analyst designation in 1997. Mr. Kipp is a member of the CFA Institute and the Institute of Chartered Accountants of Ontario.

A. Wayne Lockhart, Chief Geologist. Mr. Lockhart has been involved in mineral deposit prospecting, exploration and development for over 35 years. Early in his career, Mr. Lockhart worked with DeBeers Consolidated Mines Ltd. (diamond exploration in Africa), Phelps Dodge Corp. (base metals and uranium in Eastern Canada), and Benguet Consolidated, where he acted as Chief Geologist (base and precious metals in the Philippines). Subsequently, his private company, Lockhart Exploration Services Ltd. ("Lockhart Services"), has been involved in several significant mineral discoveries, including the Hale-Myabo gold/copper deposit (Philippines), the Minto, Beersville and Lakestream coal deposits (New Brunswick), and the Lockhart Silica Mine quartz deposit (New Brunswick). Mr. Lockhart has also been engaged in silver exploration (Morocco), Sapphire exploration (Nunavut), and in gold and base metal exploration throughout Eastern Canada. Mr. Lockhart, through Lockhart Services, has assisted in the establishment of university-level exploration education courses in connection with the United Nations Development Program (UNDP) in Burma, Saudi Arabia, and the Philippines, and has also designed and taught prospecting courses for provincial, territorial and federal government entities in Canada. Mr. Lockhart has been a member of the Prospectors and Developers Association of Canada (the "PDAC") for over 25 years, and is currently an honorary director of the PDAC. He is also a member of the New Brunswick Prospectors and Developers Association (former President), the Canadian Institute of Mining, Metalurgie and Petroleum ("CIM") (former President of the Geological Society), the New Brunswick CIM (former Chairperson), and the Association of Exploration Geologists. Mr. Lockhart obtained his Bachelor of Science degree in Geology from the University of New Brunswick in 1961, and he subsequently returned to teach geology at the University of New Brunswick from 1963 to 1966. He has been the President of Lockhart Exploration Services Ltd., a consulting geological services firm, for more than the past five years. Mr. Lockhart is also currently the Chief Geologist and a Director of First Source Resources Inc., a public mining company listed on TSX Venture, and has been since February 2008. Peter Sindell, Vice-President, Business Development. Mr. Sindell has had more than twenty years experience consulting to senior management on strategic planning, business development, strategic partnerships, and sales and marketing. He has consulted to Fortune 100 companies such as Allied-Signal Inc., Chase Manhattan Bank, and IBM, Report On Business 500 firms such as Bell Canada, Laurentian Bank, Manitoba Hydro, Mines Seleines Inc., and Telus Corporation, and as well as to executives at start-up companies. Prior to his consulting career, Mr. Sindell received honours degrees from Harvard and Stanford, taught at McGill University, and co-founded Canada's first significant future studies think tank, GAMMA. He has published widely in long range planning and is a co-author of The Conserver Society. Mr. Sindell is currently the Vice-President of Compass Atlantic, a mining finance consulting firm, and has been since 2001. He has been a partner in Corporate Partners International, Inc., an international consulting and marketing firm since August.

Robert Buckland, Vice-President, Project Planning. Robert Buckland is a graduate of McGill University with a degree in English. He was President of the James Bird design firm in the United Kingdom from 1971 to 1976. In 1994, Mr. Buckland was engaged as consultant to Yellow Eagle Mining of Nevada, and subsequently organized a financing for their Cripple Creek gold mine near Fairbanks, Alaska. He also consulted on project funding for Vector Mining, operators of the Dun Glen placer gold production in Nevada and for Gilead Mineral Corp., of Toronto, Ontario developer of the Van Koughnet silver mine in Ontario. He has been the President of Ocean Cooperative, a communications firm, since 1998. Mr. Buckland, with Peter Sindell, was a founder in 2001 of Compass Atlantic, a mining finance consulting firm and is currently the President.

Chris Arsenault, Director. Chris Arsenault began his business career in technology as founder and CEO of SIT Inc., an international Internet integrator that was sold to Ubizen of Belgium in 1999 he has been involved as an investor and as a board member to a number of transactions at the seed stage level, including the seed and follow-on financing of Airborne Entertainment Inc., which was acquired by Cybird of Japan in June 2005 and was awarded Deal of the Year by the Canadian Venture Capital & Private Equity Association ("CVCA"). Mr. Arsenault was formerly a partner and entrepreneur in residence with Telesystem Ltd, where, in addition to managing direct investments (such as Popcast Communications Corp., Look Communications (TSX Venture) and Airborne Entertainment Inc.), he was involved in the creation of up2 Technologies, a subsidiary of Teleglobe Inc. which was then acquired by BCE Inc.; and i5 Corp., a subsidiary of Microcell Telecommunications Inc. which was acquired in 2005 by Rogers Wireless Inc. Mr. Arsenault originally joined iNovia Capital Inc. (formerly MSBi Capital) as a Partner in 2002, and is presently the Managing Partner and Chief Operating Officer of iNovia Capital Inc. He is a Director of several private companies including Callio Technologies Inc., CarboPur Technologies Inc., DFT Microsystems Inc., Reflex Photonics Inc. and Plastic Knowledge Inc. He serves as the Chairman of the 2008 Organization Committee and as a board member of the CVCA.

George A. Duguay, Director. George A. Duguay has been a Director of GAC since June 25, 2007 and has been the President of G. Duguay Services Inc. since January 1989. From January 1989 to February 2006, was a partner of Duguay and Ringler Corporate Services, a provider of corporate and financial administrative services to public companies. G. Duguay Services Inc. continues to act as a consultant to Duguay & Ringler Corporate Services now called Marreli & Drake Corporate Services. In addition, since April 2003 he has been a Director of Intrinsye Software International, Inc., a mobility software and services company listed on the Toronto Stock Exchange ("TSX") and is Corporate Secretary of Galantas Gold Corporation since July 2000 and of Titanium Corporation Inc. since July 2001, both of which are listed on TSX Venture. He also was a founder of Equity Transfer & Trust Company, a provider of transfer agency and corporate trust services. For the period May 1993 to December 2004 he served as a Director of Genesis Microchip Inc., the world's leading supplier of display image processors listed on NASDAQ. Mr. Duguay is a Certified General Accountant and an Associate of the Institute of Chartered Secretaries.

Joseph A. Hamilton, Director. Joseph Hamilton graduated from the University of Toronto in 1985 with a Bachelor of Science (Honours) degree in Geology. After working as a field geologist for 5 years, he went on to earn a Masters of Science (Applied) in Mineral Exploration from Queen's University in 1991. Subsequent to earning his Master's degree, he worked as field geologist in the western hemisphere concentrating on gold and base metal deposits. Mr. Hamilton was employed as a precious metals research analyst with Dundee Securities Corporation from June 1997 to March 2003. He then held a similar position with RBC Capital Markets, Global Mining Division from March 2003 to December 2004. He joined African Copper PLC, a public company listed on TSX and the AIM market, as Chief Operating Officer in January 2005 and was promoted to Chief Executive Officer in January 2007. Mr. Hamilton resigned from African Copper PLC in June 2007 after successfully delineating, permitting, financing and constructing a US$100 million copper mine and processing plant in Southern Africa. He has over 22 years' experience in the international mining industry. Mr. Hamilton serves on the Board of Aurelian Resources Inc., a public mining company listed on TSX and Mirabela Nickel Ltd., a public base metal company listed on the Australian Stock Exchange. He is currently a member of the Association of Professional Geoscientists of Ontario, the Association of Professional Engineers and Geoscientists of Saskatchewan, Canada, the CFA Institute and The Institute of Corporate Directors.

Jean Lamarre, Director. Since 1996, Jean Lamarre has been president of Lamarre Consultants, which specializes in offering strategic planning and organizing financing for companies that are in the process of setting themselves up or expanding. Lamarre Consultants works principally with organizations based in Quebec that specialize in the domains of life sciences, technology and adventure tourism. Previously, he was International Vice-President of Canam Manac Group, managing operations in Mexico, France, Venezuela and China. European Vice-President of Lavalin Enterprises, based in Brussels, Belgium, where he was responsible for overseeing the company's operations in Belgium, England and Norway. He was also the financial and administrative Vice-President of Group Lavalin Ltd. When he began with the company, he worked as an administrator in Nigeria, Algeria, Guatemala and Senegal. Mr. Lamarre is a director of several companies, including Semafo Inc. (a gold production company listed on TSX Venture), Pebercan Inc. (an oil and gas company listed on the TSX) and Medical Intelligence Technologies Inc. (a medical equipment company listed on TSX Venture). He has a Bachelor of Arts degree in administrative affairs from HEC Montreal, with a specialisation in applied economics.

Conditions precedent to closing the Transaction

The parties' obligations to complete the Transaction are subject to the satisfaction of the usual conditions precedent, including but not limited to, the parties being satisfied with the results of their due diligence reviews, GAC shareholder approval for the Consolidation, the Continuance and the proposed name change of GAC, board approval of Kimpar and GAC, the procurement by Kimpar of a technical report in respect of its material mining claims that complies with the requirements of NI 43-101, completion of the Private Placement, the entering into of the Formal Agreement, and Exchange approval.

This press release may contain forward-looking information with respect to the Transaction and matters concerning the business, operations, strategy, and financial performance of GAC and Kimpar. Such information can generally be identified by use of forward looking wording such as "may", "will", "expect", "estimate", "anticipate", "intend", "believe", and "continue" or the negative thereof and similar variations. The completion of the Transaction and the future business, operations and performance of GAC discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking information is qualified in its entirety by the inherent risks and uncertainties surrounding future expectations, including that the Transaction contemplated herein is completed. Forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to the ability of GAC and Kimpar to complete the Transaction and related transactions described therein or to satisfy the requirements of the Exchange with respect to the Transaction. The cautionary statements qualify all forward-looking information attributable to GAC and Kimpar and persons acting on their behalves. Unless otherwise stated, all forward looking information speaks only as of the date of this press release and GAC and Kimpar have no obligations to update such information except as required by law.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 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 should be considered highly speculative.

The securities of GAC being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

 Contacts: GA Capital Corp. J. Allan Ringler President & Chief Executive Officer (647) 330-4711 Email: ringler2805@rogers.com

SOURCE: GA Capital Corp.

Source: MARKET WIRE

More News in this Category