G.T.M. Capital Corporation

March 31, 2010 16:44 ET

G.T.M. Capital Corporation Announces Proposed Reverse Takeover of Feronia Inc.

CALGARY, ALBERTA--(Marketwire - March 31, 2010) - G.T.M. Capital Corporation ("GTM" or the "Corporation") is pleased to announce that it has entered into a definitive acquisition agreement (the "Definitive Agreement") with Feronia Inc., a Cayman corporation ("Feronia"), which sets forth the terms and conditions pursuant to which GTM will acquire all of the issued and outstanding common shares in the capital of Feronia (the "Proposed Transaction").

Pursuant to the terms of the Definitive Agreement, the Proposed Transaction will be completed by way of a share exchange offer (the "Offer") and a merger under the laws of the Cayman Islands whereby a newly-formed wholly-owned subsidiary of GTM ("GTM Sub") shall merge with Feronia, with the separate existence of GTM Sub to cease and with Feronia to be the surviving corporation (the "Merger"). As a result of the Offer and Merger, the holders of the issued and outstanding common shares in the capital of Feronia (the "Feronia Common Shares") will receive one common share in the capital of GTM for each one Feronia Common Share. The Proposed Transaction is intended to result in a reverse take-over of GTM by Feronia and its shareholders.

To help fund future growth, Feronia anticipates completing an international private placement for aggregate gross proceeds of up to $15,000,000 (or such other amount as may be acceptable to Feronia) on or prior to the closing of the Proposed Transaction.

In connection with the Proposed Transaction, GTM will apply to list its common shares on the TSX Venture Exchange (the "Exchange"). Listing will be subject to GTM fulfilling all of the listing requirements of the Exchange.

The Proposed Transaction is subject to compliance with all necessary regulatory approvals and certain other terms and conditions. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.


Feronia is a large-scale commercial agriculture company engaged in identifying, acquiring and consolidating farm land and operations in Africa with the intention of bringing them back into production using modern agricultural techniques and practices. Feronia's management team is comprised of senior agriculturalists with extensive experience in managing both plantations and large-scale mechanized farming operations in frontier and emerging markets. Feronia is strongly committed to sustainable agriculture, environmental protection and providing support for local communities. For more information please see www.feronia.com.


GTM is a reporting issuer in the provinces of Alberta, British Columbia and Saskatchewan. At present, it does not own any assets other than cash or cash equivalents. To date, GTM has not conducted any active business operations.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to Exchange acceptance and shareholder approval. 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 filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon.

Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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