GC-Global Capital Corp.
TSX VENTURE : GDE.A

GC-Global Capital Corp.

January 28, 2015 10:54 ET

GC-Global Capital Corp. Announces Letter of Intent in Respect of a Spin-Out of Its Real Estate Investment Subsidiary

TORONTO, ONTARIO--(Marketwired - Jan. 28, 2015) - GC-Global Capital Corp. (TSX VENTURE:GDE.A) ("Global Capital" or the "Corporation") is pleased to announce that, on January 26, 2015, its wholly owned subsidiary, Bradstone Financial Corp. (formerly GC Marathon Financial Corp.) ("Bradstone"), entered into a non-binding letter of intent with HPB Investments Inc. ("HPB"), an arm's length company that is a reporting issuer in Ontario, (the "Letter of Intent"), to complete a business combination of Bradstone and HPB (the "Proposed Transaction") to form a new entity (the "Resulting Issuer") to be named "Bradstone Financial Corp.", pursuant to a share exchange, amalgamation, plan of arrangement or such other similar transaction as determined by Bradstone and HPB following a review of all relevant tax, corporate and securities law considerations.

Proposed Transaction

The Proposed Transaction will constitute a reverse take-over of the HPB. As previously announced in the Corporation's press releases on December 24, 2013 and May 14, 2014, the Series A Preferred Shareholders and Series B Preferred Shareholders of Global Capital are entitled to the economic benefits of Bradstone. Upon the Proposed Transaction, the Series A and B Preferred Shares of Global Capital shall automatically be exchanged for subordinate voting shares and multiple voting shares, respectively, of the Resulting Issuer. Current Directors and Officers of Global Capital, Jason Ewart, Alec Regis and Gordon Ewart, will also be Directors and Officers of the Resulting Issuer.

Pursuant to the terms of the Letter of Intent, and subject to: (i) regulatory, shareholder, director and other approvals as may be required; (ii) the completion of satisfactory due diligence by both parties; (iii) the closing of a financing; (iv) the determination of the structure of the Proposed Transaction; and (v) other conditions contained in the Letter of Intent, the parties have agreed to negotiate and enter into a definitive agreement (the "Definitive Agreement") on or before February 28, 2015 (the "Termination Date"). Further details on the Proposed Transaction, including the proposed consideration, the terms of the Definitive Agreement and the proposed board of directors of the Resulting Issuer will be press released once finalized. There is no assurance that the parties will successfully negotiate or enter into the Definitive Agreement.

About Global Capital

Global Capital is a merchant bank, which provides bridge loan services, to companies across many industries such as oil & gas, mining, real estate, manufacturing, retail, financial services, technology and biotechnology.

This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the Corporation's expectation with respect to future plans for the business, raising capital, listing on a stock exchange, and the anticipated timing of such events. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive and regulatory risks. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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