GA Capital Corp.

August 15, 2008 08:59 ET

GA Capital Corp.: Announcement of Additional Kimpar Private Placement and Mr. Alex Balogh Joins Kimpar Board of Directors

TORONTO, ONTARIO--(Marketwire - Aug. 15, 2008) - GA Capital Corp. ("GA") (TSX VENTURE:GAC.P) announces that Kimpar Resources Inc. ("Kimpar") intends to increase the size of its proposed private placement of securities previously announced in GA's press release issued on August 6, 2008. As announced in such press release, GA intends to complete a business combination (the "Business Combination") with Kimpar, which if completed, is expected to constitute GA's qualifying transaction (the "Qualifying Transaction") for purposes of Policy 2.4 of TSX Venture Exchange Inc. (the "Exchange" or "TSX Venture") Corporate Finance Manual.

As previously announced, Kimpar has engaged Union Securities Inc. ("Union") to act as agent on a commercially reasonable efforts basis in connection with a private placement (the "Private Placement")of up to 400,000 subscription receipts issued on a "flow-through" basis ("Flow-Through Subscription Receipts") at a price of $1.25 per Flow-Through Subscription Receipt for gross proceeds of up to $500,000, and up to 4,000,000 concurrent subscription receipts (the "Concurrent Subscription Receipts") at a price of $1.00 per Concurrent Subscription Receipt for gross proceeds of up to $4,000,000. Each Flow-Through Subscription Receipt entitles the holder to one flow-through unit of Kimpar (a "Flow-Through Unit"), with each Flow-Through Unit being comprised of one common share to be issued as a flow-through share and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Concurrent Subscription Receipt entitles the holder thereof to one unit of Kimpar (a "Unit") to be issued on a non-flow-through basis with each Unit being comprised of one common share of the Corporation and one half of one Warrant. One half of the gross proceeds from the sale of the Concurrent Subscription Receipts of the Private Placement will be held in escrow until the closing of the Qualifying Transaction. Each Warrant shall have an exercise price of $1.50 per share and will have a term of twelve (12) months from the time the Subscription Receipts and Concurrent Subscription Receipts are exchangeable for Units.

Kimpar and Union have now agreed to increase the size of the Private Placement to issue up to 600,000 Flow-Through Subscription Receipts at a price of $1.25 per receipt for gross proceeds of up to $750,000.

Kimpar now also intends to complete a non-brokered private placement of up to an additional 600,000 subscription receipts issued on a "flow-through" basis (the "Additional Flow-Through Subscription Receipts") at a price of $1.25 per receipt for additional gross proceeds of up to $750,000 (the "Additional Private Placement").

Pursuant to the Additional Private Placement, Kimpar may pay cash finder's fees of up to 6% of the gross proceeds of the Additional Private Placement. In addition, Kimpar may grant to such finder's an option to purchase that number of Units equal to 8% of the aggregate number of Flow-Through Units issued on exchange of the subscription receipts sold under the Additional Private Placement.

The gross proceeds of the Additional Flow-Through Subscription Receipts will be used to incur "Canadian exploration expenses" which qualify as a "flow-through mining expenditure" for purposes of the Income Tax Act (Canada) related to Kimpar's exploration projects in Quebec. Kimpar will renounce such Canadian exploration expenses with an effective date of no later than December 31, 2008.

GA is also pleased to announce that upon completion of the Business Combination, Mr. Alex Balogh will be joining the Board of Directors of Kimpar. Mr. Balogh is among the most distinguished figures in the Canadian mining industry. A Montreal native, he graduated from McGill University with a degree in metallurgical engineering and joined the Noranda Group in 1954. He held successive positions at various mines and smelters, mostly in the Province of Quebec, and served thirteen years at Gaspe Copper Mines Limited, whose large Murdochville mine operated twenty kilometres from Kimpar's present Vortex copper-molybdenum claims.

Mr. Balogh transferred to Noranda's headquarters in Toronto in 1976 and moved through successive positions at various mines and smelters, including Vice-President, Group Vice-President, and President, Copper Group. During this period, in addition to managing mining and metallurgical operations, he was responsible for the Technology Centre of the Noranda Group in Pointe Claire, Quebec.

In September 1989, after the joint takeover of Falconbridge Limited by Noranda Inc. and Trelleborg AB, Mr. Balogh became the President and Chief Executive Officer of Falconbridge Limited. In January 1991, he was appointed President and Chief Executive Officer of Noranda Minerals Inc and in October 1994, Deputy Chairman of the Board of Noranda Inc. and senior executive officer supervising the mining and metallurgical companies in the Noranda Group.

Mr. Balogh was Chairman of Falconbridge Limited from 1994 to April 2003. He has sat on the board of fifteen listed companies and served as the Chairman of International Council on Metals and the Environment (ICME), Chairman, Council of Mining and Metallurgical Institutes, Director of the Mining Association of Canada, and as a member of other not-for-profit national and international organizations.

Alex Balogh is currently on the Board of Directors of Brookfield Renewable Power and sits on the Advisory Board of the Sentient Group, an Australian-based international natural resources private equity fund.

This press release may contain forward-looking information with respect to the Private Placement, the Additional Private Placement and the Business Combination 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 Private Placement, the Additional Private Placement and the Business Combination, and the future business, operations and performance of GA 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 the risk that the Private Placement, the Additional Private Placement and the Business Combination contemplated herein, or any of them, is not 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 Kimpar to complete the Private Placement and the Additional Private Placement, and the ability of Kimpar and GA to complete the Business Combination and related transactions described therein and to satisfy the requirements of the Exchange with respect to the Business Combination. The cautionary statements qualify all forward-looking information attributable to GA 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 GA and Kimpar have no obligations to update such information except as required by law.

Completion of the Business Combination 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 Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination 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 Business Combination, any information released or received with respect to the Business Combination 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 Kimpar 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 Business Combination 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