GA Capital Corp.

April 24, 2009 18:33 ET

GA Capital Corp. Announces Update to Proposed Qualifying Transaction With Kimpar Resources Inc.

TORONTO, ONTARIO--(Marketwire - April 24, 2009) - Further to earlier announcements that GA Capital Corp. (TSX VENTURE:GAC.P) ("GAC") has entered into a letter of intent with Kimpar Resources Inc. ("Kimpar") pursuant to which GAC intends to complete a business combination with Kimpar (the "Transaction") which, if completed, is expected to constitute a qualifying transaction for GAC, as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual, GAC is pleased to announce that Kimpar's continuing staking program has more than doubled the size of the Vortex copper/molybdenum claim block in the Gaspe peninsula (the "Vortex Property"), from 38.1 contiguous square kilometers to more than 80 contiguous square kilometers. In compliance with recommendations contained in Kimpar's updated National Instrument 43-101 technical report dated September 9, 2008, Kimpar is continuing to investigate and interpret the targets that warrant further exploration as revealed by the aerial geo-magnetic and conductivity survey conducted for Kimpar by AeroQuest in the summer of 2008.

Wayne Lockhart, Kimpar's V-P for Exploration, said that the new stakings, which reflect further analysis of this survey, are to the east of Kimpar's copper deposit at Sullipek. The eastern boundary of the Vortex Property is now 20 kilometers from the site of the former Noranda Gaspe Copper Mine at Murdochville, the largest copper mine in North America for many years. For a further description of the Vortex Property, please refer to GAC's news release dated November 20, 2008 in connection with Kimpar's completion of an updated National Instrument 43-101 technical report on the Vortex Property, a copy of which is available under GAC's profile at ("SEDAR").

GAC is further pleased to announce that Kimpar has concluded an agreement with Construction DJL Inc. of Boucherville, a leading firm in Quebec road construction. Under the terms of the agreement, DJL, through Pavages Beau-Bassin, its Gaspe division, will produce aggregate and other rock products at Kimpar's Richmond quarry, 18 kilometers from Beau-Bassin's offices in New Richmond. Beau-Bassin manufactures and sells paving materials and aggregates and is engaged in civil projects, building excavation, concrete works and road paving. It attracts business mainly from the Quebec government, corporations and municipalities, and was involved in the construction of the Gaspe Airport tarmac and repairs to Route 132. This initial Kimpar/DJL agreement has a term of three years and places no upper limits on the tonnage that can be produced from the Richmond deposit. Kimpar will receive a royalty for every tonne produced and the agreement will also permit Kimpar to purchase aggregate produced at the Richmond quarry for sale to its own customers.

As reported in the Gaspesie newspaper in early 2009, according to Natalie Normandeau, Quebec Minister of Municipal Affairs, Regions and Land Occupancy, approximately $112 million will be spent in the Gaspe on roads in fiscal 2010. Hydro Quebec studies project $2.7 billion for near-term wind farm development in the Gaspe alone. Each turbine is supported by a concrete platform employing as much as 3,200 tonnes of aggregate and two wind farms just announced for the region will consist of 180 turbines.

"Kimpar owns four fully permitted quarry sites in the Gaspe," Kimpar's V-P for Project Development Robert Buckland explained. "We're pleased to see the first of these assets enter production at this early stage. Kimpar plans development of a second quarry to begin this summer."

GAC is further pleased to announce that Kimpar has reached an agreement in principle to engage Granite DRC of Riviere a Pierre, Quebec, to open Kimpar's Nightstone™ quarry in the Shick Shock Mountains of the Gaspe peninsula. As a consequence of this agreement, Granite DRC master quarrier Daniel Cauchon is expected to begin work on the site in May, 2009 by determining where to open faces in the Mount Lyall deposit.

Peter Sindell, Kimpar's V-P for Business Development, explained that so-called absolute black granite leads the global market for monuments, countertops, and interior and exterior architectural cladding. Kimpar has received letters from two major Quebec granite product manufacturers expressing their interest in purchasing Kimpar's Nightstone™, absolute black granite, subject to entering into formal agreements.

Kimpar is a Quebec-based company established in 2008 to exploit three classes of resource assets located in the Gaspe region: copper/molybdenum and other metal claims, granitic aggregate quarries and dimension stone quarries. As previously announced, prior to, and as a condition of, the closing of the Transaction, Kimpar is currently proposing to complete a financing through private placements of 2,333,333 subscription receipts to raise $1,550,000 (the "Private Placement"). For a further description of the Private Placement, please refer to GAC's news release dated December 24, 2008, a copy of which is available under GAC's profile on SEDAR.

Conditions precedent to closing the Transaction

The parties' obligations to complete the Transaction are subject to the satisfaction of customary conditions precedent, including but not limited to, the parties being satisfied with the results of their due diligence reviews, board approval of Kimpar and GAC, completion of the Private Placement, the entering into of formal agreements, and Exchange approval of the Transaction and related matters.

In this news release, all information relating to Kimpar has been provided by Kimpar and all information relating to GAC has been provided by GAC.

This news release may contain forward-looking information with respect to the Transaction 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 Transaction and the future business, operations and performance of GAC 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 that the Transaction contemplated herein is 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 GAC and Kimpar to complete the Transaction and related transactions described therein or to satisfy the requirements of the Exchange with respect to the Transaction. The cautionary statements qualify all forward-looking information attributable to GAC and Kimpar and persons acting on their behalves. Unless otherwise stated, all forward looking information speaks only as of the date of this news release and GAC and Kimpar have no obligations to update such information except as required by law.

Completion of the Transaction 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 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.

The securities of GAC 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 proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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