GA Capital Corp.

December 15, 2009 11:46 ET

GA Capital Corp. Announces Proposed Qualifying Transaction With LookNow Ltd.

TORONTO, ONTARIO--(Marketwire - Dec. 15, 2009) - GA Capital Corp. (TSX VENTURE:GAC.P) ("GAC") is pleased to announce that, further to its press release dated October 26, 2009 it has entered into a definitive share exchange agreement dated December 14, 2009 (the "Share Exchange Agreement") between GAC and LookNow Ltd. ("LookNow"), Leighton Powell ("Powell"), 3803139 Canada Inc. ("PowellCo") and Nick Dawes ("Dawes") (Powell, PowellCo and Dawes collectively, the "Majority Securityholders") which contemplates the acquisition of all outstanding shares of LookNow through a share exchange (the "Transaction"). Upon completion of the business combination, LookNow would become a wholly owned subsidiary of GAC and the Transaction is expected to constitute GAC's Qualifying Transaction as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange" or "TSX Venture") Corporate Finance Manual.

About LookNow

LookNow is a company amalgamated under the federal laws of Canada and has an office in Ottawa, Ontario. LookNow has a wholly-owned U.S. operating subsidiary incorporated under the laws of Delaware with an office in New York, New York. LookNow operates in the technology sector and is engaged in the development of a web application branded as "University". University is a free online academic productivity tool 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 the 118 universities that are presently available through the website.

LookNow has been in business for nine years, the first six of which were focused on developing a search technology that was more accurate than existing systems. The resulting search technology provides very accurate results when using queries of more than three words. Two patent applications have been filed and are pending for this technology. The past three years have been spent conducting market research and developing a service to assist undergraduate university students in their learning process.

As reported in its audited consolidated financial statements for the year ended July 31, 2009, LookNow had total assets of $768,967, total liabilities of $1,744,820 and shareholders' deficiency of $975,853. For the fiscal year ended July 31 2009, LookNow had no revenue and recorded a net loss of $1,954,987.

LookNow currently has 35,361,142 common shares issued and outstanding and a further 14,970,235 common shares reserved for issuance for options and other convertible securities.

Transaction Summary

The Transaction will be effected by way of GAC acquiring all of the common shares of LookNow through share exchanges which will result in LookNow becoming a wholly-owned subsidiary of GAC. The Share Exchange Agreement contemplates the acquisition of shares of LookNow from the Majority Securityholders representing approximately 86% of the currently outstanding LookNow shares and offers to acquire the remaining shares from the minority shareholders on the same financial terms. The deemed value of the common shares of LookNow has been determined to be $0.2484 per share (the "LookNow Deemed Price") and is based on a fully diluted issued and outstanding share capital of 50,331,377 common shares of LookNow with an aggregate value of $12,500,000. Under the Share Exchange Agreement, GAC would issue 1.6272 GAC shares for each one (1) LookNow share (the "Exchange Ratio") subject to adjustment in certain events, with each GAC share having a deemed value of $0.1526. The Transaction is conditional upon the following matters occurring prior to, or in connection with, the completion of the Transaction:

(a)   the acquisition by GAC of all the issued and outstanding shares of LookNow;
  (b)   the completion by LookNow of an arm's length brokered offering or private placement of LookNow shares for gross proceeds of not less than $1.5 million on terms acceptable to LookNow and GAC (the "Private Placement");
  (c)   the resignation of all but one of the current directors of GAC and the appointment of Leighton Powell, Jay Brightman, Robert Houle and Alan Powell as directors of GAC;
   (d)   the resignation of all of the current officers of GAC and the appointment of Leighton Powell as Chief Executive Officer and Allan Ringler as Chief Financial Officer of GAC; 
   (e)   the creation of an advisory committee to GAC for a period of one year after the closing on which one of Allan Ringler or George Duguay, current directors and officers of GAC, shall be entitled to be a member; and 
  (f)   subject to Exchange approval, the concurrent issuance of stock options of GAC to each of the eligible individuals currently holding stock options of LookNow on such terms and conditions, including exercise price, as are agreed to byLookNow, consistent with the stock option plan of GAC and as approved by the Exchange.

LookNow intends to engage a registered dealer to assist with the Private Placement however, an engagement agreement has not yet been entered into and the terms for the Private Placement have not yet been established. The proceeds from the Private Placement are intended to be used for the development of LookNow's marketing strategy to universities in North America. To the extent that the Private Placement price is less than the LookNow Deemed Price, the Exchange Ratio is to be adjusted downward proportionately.

Assuming completion of the Transaction and without giving effect to the Private Placement or any adjustment of the Exchange Ratio that may be required in connection therewith, the current LookNow shareholders would hold approximately 65,939,783 or 88.58% of the 74,439,783 GAC common shares that would be issued and outstanding and the current GAC shareholders would hold approximately 8,500,000 or 11.42% of the issued and outstanding GAC common shares.

The Transaction is to be completed on or before January 31, 2010. A $25,000 deposit has been provided by GAC to LookNow, which would be repayable if the Transaction is not completed.

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

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

GAC intends to apply to the Exchange for a waiver of the sponsorship requirements for the Transaction based upon the Private Placement and/or other exemptions available in Exchange policies.

Insiders of the Resulting Issuer

Upon completion of the Transaction, the Board of Directors of the resulting issuer will consist of Leighton Powell, Jay Brightman, Robert Houle, Alan Powell and J. Allan Ringler, a current director of GAC.

Management of the resulting issuer will consist of Leighton Powell as Chief Executive Officer and Allan Ringler as Chief Financial Officer.

Leighton Powell, Director. Mr. Leighton Powell is currently the Chief Executive Officer, President, Director and Secretary of LookNow Ltd. and LookNow Inc. Prior to this position he was CEO and Director of Loran International Technologies Inc. a data networking company he founded in May 1992. Loran International Technologies had several inventions, for which it filed and received eleven patents and, in August 2000, Loran was sold to Peregrine Systems of San Diego for $108 million US. For the seven years prior to that he provided management consulting services to Montreal Trust and to Alcan in the area of information systems through his management consulting company. In his early career, he was a systems engineer and programmer with IBM World Trade and designed and coded several systems. He has been an entrepreneur for the past 30 years. He holds a degree in Electrical Engineering from the University of Waterloo and a Masters in Business Administration from Rensselaer Polytechnic Institute in Troy, New York.

Jay Brightman, Director. Mr. Jay Brightman provides investment, merchant banking, corporate finance and financial advisory services to public and private corporations. Mr. Brightman has been engaged in all aspects of corporate finance and has spearheaded a number of acquisitions. Prior to his current role as President of B.C.V. Inc., Mr. Brightman was associated with a leading Canadian venture capital firm where he was responsible for overseeing the operational activities of a variety of companies involved in technology, pharmaceuticals, manufacturing and entertainment.

Robert G. Houle, Director. Robert Houle is Vice-President of CAPCORP Financial Corporation where he has worked since 1992 advising organizations on all aspects of employee benefits. Previously, he worked at London Life Insurance Company and Great-West Life Assurance Company for a combined 10-year period. Mr. Houle is also an owner and Director of Employer Benefits Advisors Inc. (EBAI). From 1998 to 2001, Robert Houle served as a Director of the Conference for Advanced Life Underwriting where he chaired the national Employee Benefits Issue Group. Since 1983, he has been a member of Advocis, the Association for financial advisors of Canada and has been a member of the Financial Planning Standards Council of Canada. Robert Houle holds an Honours Bachelor of Arts degree from Laurentian University and a Master of Public Administration degree from Queen's University.

Alan L. W. Powell, Director. Alan Powell is currently the Chief Marketing Officer and a director of LookNow Ltd. He holds a Bachelor of Engineering from McGill University and a Masters in Business Administration from the Lally School of Management and Technology at Rensselaer Polytechnic Institute. He has worked at Loran International Technologies, the National Research Council of Canada and Finning (Canada) Ltd. Over the past couple of years, he has worked with LookNow's target demographic in various capacities and has expertise in both the online and offline marketing fields as well as product development.

J. Allan Ringler, Director. Mr. J. Allan Ringler is currently the Chief Executive Officer, President and a director of GAC and is the Chief Financial Officer and a director of Royal Standard Minerals Inc. 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.

Mr. Nicholas Dawes will not be an officer or director of the continuing company however he will hold more than 10% of the issued and outstanding shares of GAC upon completion of the Transaction resulting in him being an insider of GAC.

Mr. Nicholas Dawes, Insider. Mr. Nicholas Dawes received his doctorate in elementary particle physics from Oxford University in 1974. He joined the National Physical Laboratory in London, UK, working on communication network research. In 1977, he moved to Canada to work at Bell Northern Research, to work on communications networks, pioneer email systems and related technologies. From 1987 to 1996, he was a professor at Carleton University in the department of Systems and Computer Engineering. In 1996, he moved to Loran International Technologies as Chief Scientist, building and leading the software team that invented a series of new technologies which automated network management. Eleven patents were granted based on this work. In 2000, he partnered with Leighton Powell in LookNow, carrying out research and development of novel search technology, defined in patent filings. He retired in late 2007 due to poor health.

Upon completion of the Transaction, PowellCo., a company incorporated under the federal laws of Canada and wholly-owned by Leighton Powell, will hold more than 10% of the issued and outstanding shares of GAC.

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 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.

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 LookNow. 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 LookNow 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 LookNow 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 LookNow have no obligations to update such information except as required by law.

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.

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.

Contact Information

  • GA Capital Corp.
    J. Allan Ringler
    President & Chief Executive Officer
    (239) 948-7148