GA Capital Corp.
TSX VENTURE : GAC.P

September 17, 2008 09:00 ET

GA Capital Corp. Announcement of Closing of Kimpar's Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwire - Sept. 17, 2008) - GA Capital Corp. ("GA") (TSX VENTURE:GAC.P) is pleased to announce the closing of the non-brokered portion of the private placement (the "Non-Brokered Placement") of securities of Kimpar Resources Inc. ("Kimpar") previously announced in GA's news release dated August 15, 2008. As previously announced, 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 the TSX Venture Exchange (the "Exchange" or "TSX Venture") Corporate Finance Manual.

Pursuant to the Non-Brokered Placement, Kimpar has sold 600,000 subscription receipts issued on a "flow-through" basis (the "Flow-Through Subscription Receipts") at a price of $1.25 per Flow-Through Subscription Receipt for aggregate gross proceeds of $750,000. Each Flow-Through Subscription Receipt entitles the holder to one "flow-through" unit of securities of Kimpar (a "Flow-Through Unit"), with each Flow-Through Unit being comprised of one common share issued on a "flow-through" basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to purchase one common share of Kimpar (the "Kimpar Common Share") at a price of $1.50 per share for a period of twelve (12) months from the time the Flow-Through Subscription Receipts are exchanged into Flow-Through Units.

In connection with the Non-Brokered Placement, Kimpar paid aggregate cash finder's fees of $45,000, representing 6% of the aggregate gross proceeds raised. In addition, Kimpar also granted to such finders, in the aggregate, non-transferable options to purchase up to 48,000 units of securities of Kimpar (the "Finder's Unit") for a period of 24 months from the earlier of the closing date of the Business Combination and the date that is four months from the closing date of the brokered private placement. Each Finder's Unit will consist of one Kimpar Common Share and one-half of one Warrant.

The gross proceeds of the 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. The total gross proceeds of the Non-Brokered Placement have been released to Kimpar.

This press release may contain forward-looking information with respect to 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 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 Business Combination contemplated herein 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 GA and Kimpar to complete the Business Combination and related transactions described therein or 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 GA 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
    Email: ringler2805@rogers.com