GTA CorpFin Capital Inc.

April 09, 2010 12:39 ET

GTA CorpFin Capital Inc. (TSX VENTURE:GTA.P) Announces the Signing of an Agreement in Principle for Its Proposed Qualifying Transaction

BURLINGTON, ONTARIO--(Marketwire - April 9, 2010) - GTA CorpFin Capital Inc. (TSX VENTURE:GTA.P) -

Letter of Intent

On March 10th, 2010, GTA CorpFin Capital Inc. ("GTA") announced that it entered into an arm's length and non-binding letter of intent ("LOI") with 1518164 Ontario Inc. ("Ontario Inc.") pursuant to which GTA would, subject to a number of conditions, acquire certain assets ("Auden Property") of Ontario Inc., namely an undivided one hundred percent interest in and to certain mining claims located north of Highway 11 between the towns of Hearst and Longlac, northern Ontario (the "Transaction"). The LOI was subject to various conditions.

GTA is now pleased to announce that, after satisfying certain conditions in the LOI, GTA and Ontario Inc. have reached an Agreement in Principle.

GTA is a Capital Pool Company under the policies of the TSX Venture Exchange ("TSXV") and it is intended that the Transaction, if completed, will constitute GTA's Qualifying Transaction under TSXV policies. It is anticipated that the Resulting Issuer will meet the Tier 2 listing requirements of the TSXV for a Mining Issuer upon completion of the Transaction.

The Proposed Transaction:

Significant Assets:

A NI 43-101 Technical Report on the Auden Property prepared for Ontario Inc. and GTA, dated April 1, 2010 and authored by George Cavey, B.Sc., P.Geo. of OreQuest Consultants Ltd., a party at arms-length from GTA and Ontario Inc. (the "43-101 Report") forms the basis of the following description of significant assets involved in the Transaction.

The Assets:

GTA proposes to purchase from Ontario Inc. a 100% interest, subject to a 3% Net Smelter Return royalty (NSR) applicable to metals and minerals, and a 10% Gross Override Royalty (GORR) applicable to diamonds and gems in the Auden Property. Based on historical drilling, significant gold mineralization is known to occur on the Auden Property. Geology favourable for hosting platinum group elements (PGE) and base metals (Cu, Ni) is also present on the Auden Property. The Auden Property is located in Auden Township, Fintry Township, Rowlandson Township, Mulloy Township and Feagan Lake Area area, near Calstock, Ontario.

There is an underlying 3% NSR payable to the shareholders of Ontario Inc. for any metals produced from the Auden Property, and a 10% GORR payable to the shareholders of Ontario Inc. for diamonds and gems produced from the Auden Property. GTA retains the right to purchase one-half of each royalty at any time prior to or after the commencement of production on the Auden Property. The purchase price for each royalty is $1,000,000. The Auden Property includes 34 unpatented mining claims (518 claim units) covering approximately 8,288 hectares.

The Auden Property is at the initial exploration stage. Work permits may be required for drilling or if extensive stripping of outcrops is undertaken on the Auden Property.

Previous exploration on the Auden Property has identified gold mineralization associated with sulphide facies iron formation, silica facies iron formation, and other geological formations. Recently completed airborne magnetic surveys over the property, show several anomalies which can be considered a potential host for PGE and base metal (Cu, Ni,) mineralization.

None of the known mineralized zones on the Auden Property have been completely explored and delineated by drilling. The 43-101 Report determined that there is potential for expanding the known mineralization as well as potential for locating other mineralized zones within the Auden Property.

The Proposed Exploration Work:

The 43-101 Report advised a two-phased exploration program on the Auden Property (the "Work Program") as follows:

The first phase (Phase I) is designed to further evaluate and understand the mineralization and structures of the Auden Property. This involves additional airborne geophysical surveying and ground geophysical follow-up. Detailed ground exploration including line cutting, ground magnetic and electromagnetic surveying will be completed on selected areas. An estimate of the cost of such a program is $429,000.

Assuming that the results from this work are encouraging, a second phase (Phase II) designed to locate and sample all of the reported mineralized zones on the Auden Property is recommended. This phase would include a diamond drill program to test for gold and base metal mineralization.

The Vendor:

Ontario Inc. was incorporated pursuant to the Ontario Business Corporations Act on April 11, 2003. Since then, Ontario Inc. has carried on business as a mineral exploration and development company through the prospecting and staking of claims in northern Ontario. The following persons each own 20% of the issued and outstanding shares of Ontario Inc.: Robert Duess, a resident of Gananoque, Ontario, Wayne O'Connor, a resident of Burlington, Ontario, Clinton Barr, a resident of Thunder Bay, Ontario, Stephen Stares, a resident of Thunder Bay, Ontario and Michael Stares, a resident of Thunder Bay, Ontario.

Terms of the proposed Qualifying Transaction:

The purchase price for the Auden Property will be $1,300,000, satisfied through the payment to Ontario Inc. of $100,000 in cash and the issuance to Ontario Inc. of 6,000,000 common shares in the capital of GTA at an issue price of $0.20 per share.

Description of financing arrangement:

A non-brokered private placement will be completed prior to or in conjunction with the closing of the Qualifying Transaction (the "Financing"). The Financing will raise approximately $750,000 at $0.20 per common share or higher. The funds from the Financing will be used to fund the Work Program and for working capital purposes.

The Resulting Issuer:

New insiders of the Resulting Issuer:

Robert Duess P.Geo. of Gananoque, Ontario, is Secretary of Ontario Inc., a position which he has held since incorporation. Mr. Duess holds a B.Sc. in Geology from the University of Toronto and has over twenty five years of extensive experience in mineral exploration and development. Mr. Duess is a former Senior Officer and Director of Trelawney Mining & Exploration Inc. and Band-Ore Resources Inc.

Darin Wagner, P.Geo., of Maple Ridge, British Columbia, holds a M.Sc. in Geology from Carleton University. Mr. Wagner has more than twenty years experience in mineral exploration, development and management. He was formerly the CEO and a Director of West Timmins Mining Inc., and is currently a Director of Candente Gold Corp.

Clinton Barr, P. Geo., of Thunder Bay, Ontario, has been involved in mineral exploration and development for over 17 years. He is currently a shareholder of Ontario Inc., and Vice President Exploration, and a Director of Benton Resources Corp. and is a Director of Big Red Diamond Corp., and Jiminex Inc. Mr. Barr has a BSc. in Geology from Lakehead University, and has previous experience as a geologist with Noranda Inc.

Stephen Stares, of Thunder Bay, Ontario, has been involved in mineral exploration and development for over twenty years. Mr. Stares is currently a shareholder of Ontario Inc. and is also the CEO and a Director of Benton Resources Corp., a Director of Rare Earth Minerals Inc. and Ucore Uranium Inc., Jiminex Inc., and Golden Dory Resources Corp.

Michael Stares, of Thunder Bay, Ontario, has been involved in mineral exploration and development for over twenty years. Mr. Stares is currently a shareholder of Ontario Inc. and is CEO and a Director of Rare Earth Minerals Inc., as well as a Director of Jiminex Inc., Benton Resources Corp., and Metals Creek Resources Corp.

Contemplated leadership structure of the Resulting Issuer:

It is contemplated that, following the closing of the Transaction, three of GTA's current directors, Jeffrey Wood, John Zammit, and Rick Patmore will resign from the board of directors of GTA (the "Board") and Clinton Barr, Darin Wagner, Stephen Stares and Michael Stares will be appointed to the Board. Peter Clausi, Brian Crawford, and Jamie Macintosh will remain on the Board. It is also contemplated that Josef Zankowicz will resign as Vice President Business Development and Robert Duess will be appointed Vice President Exploration of GTA.

It is contemplated that Peter Clausi will remain as Chief Executive Officer of GTA, and Brian Crawford will remain as Chief Financial Officer. It is contemplated that Jamie Macintosh will remain as head of the Audit Committee.

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the Exchange's policies. GTA intends to apply for an exemption from sponsorship requirements based on the conduct of a non-brokered private placement in connection with the Transaction and/ or the basis of the already prepared current geological report for the property, which includes recommendations for exploration work. However, no assurance can be given that GTA will obtain this exemption.

TSXV Approval

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to TSXV 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.

For Investors

This press release may include statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. GTA cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what GTA currently foresees. Discussion of the various factors that may affect future results is contained in GTA's recent filings, available on SEDAR.

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

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