GA Capital Corp.

October 26, 2009 12:52 ET

GA Capital Announces Letter of Intent With LookNow Ltd.

TORONTO, ONTARIO--(Marketwire - Oct. 26, 2009) - GA Capital Corp. ("GA Capital") (TSX VENTURE:GAC.P), a capital pool company, is pleased to announce that it has today entered into a non-binding letter of intent with LookNow Ltd. ("LookNow"), to pursue a proposed business combination. LookNow , with offices in Ottawa and New York City, provides a free online academic productivity tool through its website to help undergraduate students achieve better grades by learning more efficiently. It allows students to learn concepts outside of class by collaborating with classmates and students taking similar courses at any of another 118 universities that are presently available through the website.

Pursuant to the letter of intent, it is proposed that the two companies would be combined with shareholders of GA Capital receiving 10% of the number of common shares of the combined or surviving company on a fully-diluted basis. In conjunction with the proposed transaction, LookNow intends to complete a private placement to raise up to $3,000,000 on terms and conditions acceptable to GA Capital.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange (the "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.

Completion of the transaction is also subject to the execution of a definitive agreement on or before November 30, 2009, completion of a satisfactory due diligence review by both parties, completion of LookNow's private placement and all required shareholder, court and regulatory approvals, The final structure of the business combination is to be determined after the receipt of final tax, corporate and securities law advice for both parties.

A $25,000 deposit has been provided by GA Capital to LookNow, which would be repayable if the transaction is not completed.

If completed, the proposed transaction is expected to constitute GA Capital's Qualifying Transaction as defined in Policy 2.4 of the Exchange and is subject to compliance with all Exchange requirements in this regard. A comprehensive press release with further particulars relating to the proposed transaction will follow in accordance with the policies of the Exchange.

GA Capital has 8,500,000 common shares issued and outstanding (9,380,000 fully-diluted).

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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

Neither TSX Venture Exchange nor its 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.

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