GTA CorpFin Capital Inc.

October 23, 2007 15:24 ET

GTA CorpFin Capital Inc. (TSX VENTURE:GTA.P) Announces the Signing of a Letter of Intent for Its Proposed Qualifying Transaction

BURLINGTON, ONTARIO--(Marketwire - Oct. 23, 2007) - GTA CorpFin Capital Inc. ("GTA") (TSX VENTURE:GTA.P) is pleased to announce that on October 22, 2007, it entered into a letter of intent ("LOI") with 1734106 Ontario Ltd. ("173") and SportsCentre Design & Management Limited LP ("SDM LP"). The LOI provides that SDM LP and 173 will enter into a business combination by way of share exchange or other similar form of transaction which will result in 173 becoming a wholly-owned subsidiary of GTA or otherwise combining its corporate existence with that of GTA (the "Transaction"). The Transaction is intended to constitute GTA's "qualifying transaction" under TSX Venture Exchange ("TSXV") policies.

About 173

173 was incorporated on March 31, 2007 by SDM LP, a limited partnership formed under the laws of Ontario and controlled by Neil Jamieson, a resident of Oakville, Ontario and his family.

173 owns approximately 32 acres of land in southeast Oakville located at 560 Winston Churchill Blvd, near major traffic arteries (the "Property"). 173 was formed specifically for the purpose of acquiring the Property and developing the Facility (as defined below), and has not engaged in any business other than as related to these purposes.

Terms of the Transaction

GTA is proposing to issue 1,875,000 units to SDM LP at a deemed price of $0.40 per unit in exchange for 100% of the shares of 173. Each unit will be comprised of one (1) common share of GTA and one half (1/2) of a non transferable share purchase warrant. Each whole warrant will entitle the holder to purchase one (1) additional common share of GTA at a price of $0.50 per share for a period of one (1) year from the closing of the Transaction. Additional units at a deemed price of $0.40 per unit, on a dollar for dollar basis, may be also issued if SDM LP or 173 incur additional expenditures (approved by GTA) on the Property prior to closing.

Upon completion of the Transaction, GTA will own 100% of 173 and its primary asset, the Property. The construction and operating of the Facility (as hereinafter defined and described) will become the business of the resulting issuer and do not form part of the qualifying transaction itself.

In connection with the Transaction, GTA has agreed to pay a $25,000 refundable deposit to 173. Following delivery of an appraisal on the Property which is acceptable to GTA, the deposit shall become non-refundable. Subject to TSXV approval, GTA has also agreed to advance a non-interest bearing loan in the amount of $175K which loan shall be repayable if the Transaction is not completed by December 31, 2007. The loan shall be secured by a pledge of all of 173's personal property and shall be used by 173 to fund further expenditures relating to development of the Facility as well as 173's professional fess incurred in relation to the Transaction.

Each of 173, SDM LP and Neil Jamieson deal at arm's length to GTA and therefore the Transaction will not be subject to shareholder approval.

Private Placement and Sponsorship

Concurrent with the closing of the Transaction and as a condition of the Transaction, GTA will conduct a brokered private placement seeking to raise a minimum of $4.5M and up to $6M of funds. Subscribers will receive units of GTA at a price of $0.40 per unit. Each unit will be comprised of one (1) common share and one-half (1/2) of a share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one (1) additional common share of GTA at a price of $0.50 per share, for a period of one (1) year from the closing of the Transaction.

Canaccord Capital Corporation has agreed to act as agent for the private placement and in connection therewith, will be paid a cash commission of 8% of the funds raised (7% in the case of subscribers introduced by GTA) and will receive that number of agents warrants which is equal to 8% of the number of units sold to subscribers (7% in the case of subscribers introduced by GTA). Each agents warrant will entitle the holder to purchase one (1) common share of GTA at a price of $0.40 per share, for a period of 14 months from the closing of the Transaction. The agent will also have the option to take up to 25% of the cash commission in common shares of GTA at a price of $0.40 per share.

In addition, Canaccord will be paid a corporate finance fee of $60,000 which will be reduced to $40,000 if the TSXV waives its requirements for sponsorship. GTA will be seeking an exemption from the TSXV sponsorship requirements on the basis of its conducting the brokered financing. GTA has also agreed to pay for all of Canaccord's reasonable costs and expenses in connection with the financing, including its legal costs.

Upon successful completion of the offering, Canaccord will be afforded a right to 35% participation in any further financing conducted by GTA within 24 months of the closing and a right of first refusal to act as agent on any further financing conducted within 12 months of the closing.

About the Resulting Issuer

Following completion of the Transaction the resulting issuer intends to construct a 160,000 sq.ft. multi-sport facility ("Facility") on the Property. The Facility will include a full-size indoor FIFA soccer field, which can be divided into smaller fields, a full size arena to be used for non-ice sports such as lacrosse, inline hockey, soccer and dryland training, a health and fitness area including sports rehabilitation and treatments areas, and a licenced restaurant in addition to concession areas.

The Facility will own and operate its own proprietary programming, and will supplement its revenue by renting hours when same are not being consumed by the Facility. The Facility will generate revenue from usage, rental, license and fees as well as from advertising revenues, naming rights and concession sales. 173 is currently negotiating with several potential users of the Facility and with potential acquisition targets, with the view to having as many tenants and other revenue sources in place as possible when the Facility opens. It is estimated that the Facility will take 9 months to complete once construction begins.

The cost to construct the Facility is estimated to be $12M. 173's cost to acquire the land was approximately $9M and 173 has already spent roughly $750,000 on soft costs associated with the project. GTA will support 173's construction costs including the securing of construction and other loans totaling approximately $17M. In addition, GTA will complete an equity private placement of between $4.5M-$6M concurrently with the closing of the Transaction. These funds ($21M-23M) together with GTA's own funds ($500K) will be used to retire approximately $9.4M of 173's existing debt, to complete the Facility and to provide additional working capital.

Prior to closing the Transaction, 173 will provide GTA with audited financial statements for the period commencing from its incorporation date and ending on September 30, 2007.

Management of the Resulting Issuer following the Transaction

After completion of the Transaction, it is anticipated that the current directors and officers of GTA will remain other than Josef Zankowicz, who will resign as VP - Business Development. As such, the directors and officers of the resulting issuer will be:

Peter M. Clausi - Mr. Clausi will continue as a CEO, President and as a director of GTA. Since June of 1996, Mr. Clausi has been the President of Maplegrow Capital Inc. a financial consulting firm located in Oakville, Ontario. Since October of 2005, Mr. Clausi has also acted as a consultant to Brant Capital Partners Inc. a financial consulting firm located in Burlington, Ontario. Since October 2006, he has also served as chief compliance officer of Ascenta Finance Ltd., a Limited Market Dealer. From July 2002 - April 2003 he served as Director - Investment Banking, Legal at Northern Securities. From October 2003 to August 2005, Mr. Clausi was general counsel to Golden Gate Mortgages Corp., a member of the Golden Gate group of companies. Mr. Clausi obtained his B.A. from Laurentian University in 1985 and his LL.B from Osgoode Hall Law School in 1988. He was called to the Ontario bar in 1990.

Brian Crawford - Mr. Crawford, will continue as CFO, Secretary and as a director of GTA. Since January of 2002, Mr. Crawford has been the President of Brant Capital Partners Inc. a financial consulting firm located in Burlington, Ontario. From January, 1997 until December 2001, Mr. Crawford was an associate with Horne LLP - Chartered Accountants. From March 1990 until December 1996, Mr. Crawford was a partner with BDO Dunwoody LLP - Chartered Accountants. Mr. Crawford obtained his C.A. designation in 1980 and a B.Com from the University of Toronto in 1982.

Rick Patmore - Mr. Patmore will continue to serve as a director of GTA. Since January 2005, Mr. Patmore has been the General Manager at Roxor Holdings Inc. a management company which provides real estate and other consulting services. From December 2003 until January 2005 he served as President at Wellco Energy Services Trust (formerly Wellco Energy Services Inc.). From December 1998 until December 2003 he was president of Ramp Holdings Ltd. From January 1981 until November 1998 he was a sales manager with Alberta Gold Well Servicing Corp. Ltd.

Jeffrey Wood - Mr. Wood will continue to serve as a director of GTA. Since January of 2007, Mr. Wood has served as Manager for Treelawn Property Management Inc. a privately held property management company. From January 2006 until December 2006, Mr. Wood was Director and Treasurer with Market Hospitality Corp., a privately held food services management business. From January 1993 until December 2005, Mr. Wood was a President of Wood Financial and Marketing Consultants Inc. Mr. Wood received his B.A. from York University in 1985.

James Macintosh - Mr. Macintosh will continue to serve as a director of GTA. Since June of 1999, Mr. Macintosh has served as President and COO of Innovium Capital Corp., a TSX-V listed company which invests in early stage businesses. From June 1997 until June 1999 he served as V.P. Corporate Affairs for Innovium. From August 1994 until August 2004 he served as V.P. Corporate Development for Atlantis Systems Corp. (formerly Denbridge Capital Corp.). From April 1996 until May 2000, Mr. Macintosh served as President of Masuparia Gold Corp. From March 1998 until May 2000, Mr. Macintosh served as President of Inlet Resources Ltd. He obtained his B.Sc (hons.) from Queens University in 1985.

John Zammit - Mr. Zammit will continue to serve as a director of GTA. Since 1996, Mr. Zammit has served as President of Empower Corporation Limited, a financial services company which he co-founded, that provides tax planning advice for international clientele. Since 1996, Mr. Zammit has also served as President of Trinity Capital Limited, a company he co-founded, which acts as an international investment advisory firm. Since 1999, Mr. Zammit has also served as President of Empower Trust Company Ltd., an international trust company he co-founded, which provides professional trustee service. From June 2001 to November 2004, Mr. Zammit was the President of Isomer Capital Corporation. From April 2003 to April 2004 he also served as a director for YWL Corp. In 2002, Mr. Zammit acquired Smallwood Insurance Company Ltd., an international insurance company offering deferred variable annuities. From 1992 to 1995 Mr. Zammit was a Senior Accountant (1992-1993) and Controller (1993-1995) with Kentucky Fried Chicken Canada (a division of Pepsi-Cola Canada Limited). From 1988 to 1991 Mr. Zammit was an accountant with Ernst & Young. He obtained a B.A. from the University of Toronto in 1988 and obtained his C.A. designation in 1990.

It is also anticipated that Neil Jamieson will be engaged as a consultant following completion of the Transaction and that upon completion of the Facility, Mr. Jamieson will be appointed CEO in place of Mr. Clausi and as a director of the resulting issuer, in place of Mr. Zammit who will resign. Mr. Jamieson has successfully built and managed a diverse list of operating companies including sports facilities management, private equity investment, and investment banking. Mr. Jamieson has been a partner with Gordon Capital Corporation, and an Executive Vice-president of Midland Walwyn Capital where he managed the Capital Markets division. In 1994 he became Portfolio Manager, shareholder, Director and Vice-President of Lincluden Management Limited. He later formed Scocan RSA Management Ltd. a diversified private equity investment company in 1998. He is a past part owner of the Hamilton Bulldogs (the Montreal Canadiens' American Hockey League affiliate), and a past part owner of SportHawk Airline (a high end charter service catering to professional sports teams, corporate functions, and large concert tours). He is also active in community work, including being on the board of Appleby College. He is the President of Scocan RSA Management Ltd., in which capacity he manages third party sports facilities, including those owned directly or indirectly by SDM LP. One such facility, currently located in Oakville, Ontario (due to be closed down in April, 2008) provides facilities to the Toronto Argonauts, NIKE Inc. and Manchester United Soccer Schools, among others.

Following completion of the Transaction, SDM LP will also have the right to appoint one additional director (in addition to Mr. Jamieson) who will be appointed subject to TSXV approval.

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.

Contact Information

  • GTA CorpFin Capital Inc.
    Peter M. Clausi
    President & Chief Executive Officer
    (905) 681-1925