GA Capital Corp.
TSX VENTURE : GAC.P

November 20, 2008 11:04 ET

GA Capital Corp.: Kimpar Resources Inc. Completes National Instrument 43-101 Report

TORONTO, ONTARIO--(Marketwire - Nov. 20, 2008) - GA Capital Corp. (TSX VENTURE:GAC.P) ("GAC") is pleased to announce that Kimpar Resources Inc. ("Kimpar") has completed an updated National Instrument 43-101 ("NI 43-101") technical report from Geoffrey S. Carter, P. Eng. of Broad Oak Associates Inc. ("BOA"), in respect of certain of Kimpar's mineral exploration properties (the "BOA Report"). As previously announced, GAC intends to complete a business combination (the "Transaction") with Kimpar, which if completed, is expected to constitute GAC's qualifying transaction for purposes of Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual.

About Kimpar

Kimpar is a recently formed company engaged in the acquisition and exploration of mineral resource properties and the parallel acquisition and exploration of quarry properties for the production of dimension stone and aggregates.

Kimpar currently owns certain copper-molybdenum claims (the "Vortex Property"), as well as a portfolio of other mineral exploration properties including 42 claims contiguous with the former Madeleine copper mine and a block of perlite and bentonite claims at Mt. Tuzo. The company additionally owns four permitted hard-rock and aggregate quarries. All currently held properties are in the central Gaspe peninsula in the Province of Quebec.

The BOA Report pertains only to the Vortex Property.

Geological Context

The Vortex Property is located a few kilometres southeast of the Mount McGerrigle felsic batholith of post-lower Devonian Age. This intrusive has related stocks, dykes and sills of felsic to intermediate composition, as well as of mafic composition. Metal-based minerals were a part of the composition of many of these igneous rocks. These igneous rocks intruded the fine-grained calcareous marine rocks deposited during the Silurian and Devonian period. Sedimentary rocks, chemically very suitable hosts for the deposition of these minerals, currently form a series of SW/NE trending synclines and anticlines that are hundreds of kilometres long and exceed 50 kilometres in width. In this area of the Gaspe, the Madeleine River South Fault forms the north boundary of this basin (trench). The Restigouche Grande Pabos Fault forms the south boundary. Paralleling the Madeline River South Fault, but seldom more than 10 kilometres south of the fault, are more than 30 individual granitic to dioritic stocks and sills intruded into the Silurian and Devonian marine formations. These stocks and sills are found over a west to east distance of 50 kilometres.

Lac Madeleine is located at the midpoint, just southeast of the Mount McGerrigle batholith. Numerous quartz and quartz-carbonate vein systems, frequently containing base metals, accompany these intrusive rocks. Copper, zinc, molybdenum, lead, gold, silver, and other metals were deposited with these intrusive rocks in the lower Devonian or Silurian age St-Lyon (and similar) limey siltstone rocks that are favourable for hosting metaliferous deposits. The underground and open-pit Gaspe Copper Mine, located 25 kilometres to the northeast of Lac Madeleine at Murdochville (65 degrees 31'W and 48 degrees 58'N), Mine Vital (former Federal Lead Zinc Mine) within the Lemieux Dome, located 25 kilometres west of Lac Madeleine (66 degrees 08'W and 48 degrees 47'N), and the Sullipek Copper Mine (now within the Vortex Property), which has never been mined, situated 7 kilometres west of Lac Madeleine (65 degrees 58'W and 48 degrees 52'N) are each examples of this genetic model.

Other formerly producing copper mines located close to this prospect are the Mine Madeleine mine, now a Kimpar property, (18 kilometres northwest at 66 degrees 01'W and 49 degrees 00'N) and the Candiago Mine (27 kilometres northwest).

Description of the Vortex Property

The Vortex Property consists of 122 claims for a total of 3,811 hectares, the equivalent of 38.1 square kilometers, and is located approximately 25 kilometers west of the town of Murdochville in the Gaspe region of Quebec. The actual coordinates of the property are Longitude: 65 degrees 50' West Latitude: 48 degrees 51' North 500 kilometers east of Quebec City, 50 kilometers south of Ste Anne des Monts.

According to the BOA Report, the discovery and subsequent exploration of the Sullipek copper deposit, which is located within the Vortex Property, occurred during late 1950s to the early 1970s during significant exploration by the Sullivan Mining Group, as well as by other companies, including Noranda Inc. (owner of the Gaspe Copper Mine located 30 kilometers to the east). Exploration drilling on the main Sullipek deposit has totaled more than 30,000 meters. This exploration drilling, together with underground development, has produced an historical resource of 4,097,000 tonnes of 1.02% copper, or 5,906,000 tonnes of 0.82% copper (with associated molybdenum), depending on the resource cut-off grade. The BOA Report relied in part on a historic resource report prepared by Systemes Geostat International Inc. dated December 10, 1993, which employed computer modeling and kriging to classify the historical resource as Class II Measured Resource, with geological reserves of 5.9 million tonnes at a grade of 0.82% copper ("Ressources Mesurees Classe II, reserves geologique de 5.9 millions de tonnes a 0.82% cuivre sans Coupure").

Note on Historical Resource Estimates

The sampling method and approach regarding the historical data was done to industry standards at the time, which was prior to the implementation of NI 43-101 and therefore would not be compliant with NI 43-101. These historical resource estimates are based on data and reports obtained and prepared by previous operators, are considered to be relevant, and are believed to be reliable based on the amount and quality of historic work completed. Neither Kimpar, GA nor BOA has completed the work necessary to independently verify the classification of the historical mineral resource estimates as current NI 43-101 - defined mineral resources. Neither Kimpar, GA, nor BOA are treating the historical mineral resource estimates as current NI 43-101 - defined resources. These historical estimates should therefore not be relied upon.

Historical Exploration of Vortex Property Beyond the Sullipek Deposit

The BOA Report indicates that, for reasons unknown, that part of the present Vortex Property that lies between the Noranda claims and Lac Madeleine appears not to have been explored in any detail. The Quebec Department of Mines has no record of claims recorded in the 3 kilometer area between the Xstrata claims and Lac Madeleine. Additionally, no records of exploration work have been located, indicating that no significant exploration has been completed over the northern half of the current Madeleine des Vercheres claim block. The area around Lac Madeleine has no record of claim staking.

According to the BOA Report, the exploration east of the main Sullipek deposit completed by Noranda in the late 1990s suggested that copper grades increased with depth and seemed to have good potential. Until now, lack of exploration funding has prevented the completion of adequate exploration of what the BOA Report describes as "this promising target area."

According to the BOA Report, Soquem and Xstrata, in a joint venture commenced in 1985 called Project Valieres, established a block of 155 claims adjacent to the south boundary of the claim blocks noted above. Xstrata (formerly Noranda Mines) has completed several exploration campaigns on this area with the last work completed during 1995 to 2001. The work included drilling, mineralogical studies of the core and some geochemistry. The similarity of the rock alteration between the Gaspe Copper Mine rocks and the Sullipek rocks was noted, as was the potential at Sullipek for both skarn and porphyry copper deposits with associated gold. Special note was made of the need to acquire the properties to the north that include the present Vortex Property. It was also noted that there was a greater possibility for success at depth to the north and east of the Xstrata claims, an area which is where the Vortex Property is located.

Recent Exploration

Kimpar has recently completed an Impulse System Electromagnetic and Magnetic Survey over the Vortex Property. These studies have been completed and plotted and are now being interpreted, but according to the BOA Report it is apparent from the preliminary data that there are several targets on the Vortex Property that warrant further exploration.

Planned Exploration Program

According to the BOA Report, the Vortex Property is of sufficient merit to justify a two-phase program.

Phase I:

The BOA Report recommends that Kimpar employ prospectors, geological mapping, geochemistry, ground geophysics, trenching and the reopening and securing of safe access to the existing adit and its drifts to update all historical data relating to the Vortex Property and to confirm and explore the Sullipek Project and areas adjacent. This information, with the results of the recent helicopter magnetic and impulse electro-magnetic survey completed over the entire Vortex Property, is expected to determine the location of three drill holes that will facilitate evaluation and exploration of the properties, as well as assist in preparation of a pre-feasibility study of the Sullipek deposit, should results warrant. The estimated cost of the Phase I exploration program is $1,500,000.

Phase II:

A field program of continued surface exploration, as justified by results of the Phase I program, was recommended by the BOA Report. This program should continue exploration of the surface target areas east of Sullipek and at Lac Madeleine, as developed by Phase I, and continue evaluation of the Sullipek deposit in preparation for a pre-feasibility study. The estimated cost of the Phase II exploration program is $2,000,000.

Qualified Person

Geoffrey S. Carter, P. Eng., of Broad Oak Associates Inc., a Professional Engineer in Ontario, a member of the Professional Engineering Association of Manitoba and a member of the Canadian Institute of Mining and Metallurgy, is the author of the BOA Report and an independent Qualified Person under NI 43-101. He has reviewed and approved the technical disclosure in this news release.

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, board approval of Kimpar and GAC, completion of a private placement financing, the entering into of a formal acquisition 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.

Contact Information

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