GA Capital Corp.

April 16, 2010 11:29 ET

GA Capital Completes Qualifying Transaction / Distribution of Xtierra Units

TORONTO, ONTARIO--(Marketwire - April 16, 2010) -


GA Capital Corp. ("GA Capital") (TSX VENTURE:GAC.P), a capital pool company, announced that it has completed its previously announced qualifying transaction (the "Qualifying Transaction") with Xtierra Inc. ("Xtierra") (TSX VENTURE:XAG), subject to receipt of final approval from the TSX Venture Exchange Inc. (the "Exchange").

Pursuant to the Qualifying Transaction, the Corporation subscribed for and purchased 3.5 million units (the "Xtierra Units") of Xtierra at a price of $0.20 per Xtierra Unit for an aggregate purchase price of $700,000. Each Xtierra Unit consisted of one common share and one-half share purchase warrant (each, a "Warrant"). Each whole Warrant entitles the holder to purchase one Xtierra common share at a price of $0.30 until the close of business on April 14, 2011.

The Qualifying Transaction remains subject to the Corporation filing final documentation with the Exchange and final Exchange acceptance.

The approval of a majority of the minority of the Corporation's shareholders for the Qualifying Transaction was obtained at the annual and special meeting of shareholders held on April 14, 2010. In connection with the approval of the Qualifying Transaction, the shareholders of the Corporation also approved the reduction of stated capital and voluntary dissolution of the Corporation.

The Corporation has distributed all of the common shares and Warrants comprising the Xtierra Units acquired in the Qualifying Transaction to the shareholders of the Corporation of record as of the close of business on April 15, 2010 as a return of capital. Each shareholder will receive 0.4117647 Xtierra Units for each common share of the Corporation held by them with any fractional entitlements rounded down to the next lowest whole number of Xtierra Units.

The common shares of the Corporation will remain halted pending final Exchange approval of the Qualifying Transaction and the issuance by the Exchange of a Final Exchange Bulletin. Upon final approval, the Corporation will be delisted and then subsequently dissolved, with all outstanding equity rights in the Corporation cancelled. Any securities of Xtierra distributed to shareholders of the Corporation whose securities of the Corporation had been held in escrow will also be held in escrow and released as to 25% on the issuance of the Final Exchange Bulletin and a further 25% on each of the 6, 12 and 18 month anniversaries of such date.

Additional details regarding the Qualifying Transaction, return of capital to the shareholders and the dissolution are available in the management information circular of the Corporation dated March 15, 2010, which has been filed with the Exchange and is available on SEDAR at

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) has approved nor disapproved the contents of this press release or accepts responsibility for the adequacy or accuracy of this release.

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