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

GC-Global Capital Corp.

October 04, 2011 07:45 ET

Outcome of TSX Venture Exchange Review of GC-Global Capital Corp.

TORONTO, ONTARIO--(Marketwire - Oct. 4, 2011) - At the request of the TSX Venture Exchange (the "Exchange") GC-Global Capital Corp. ("Global Capital" or the "Company") (TSX VENTURE:GDE.A) announces that the Exchange has completed a review of the Company's affairs and has imposed additional requirements for the Company.

The Exchange conducted a review of the affairs of the Company and determined that the Company had contravened certain Exchange policies including press release disclosure, failure to file a reviewable transaction with the Exchange, and provide Exchange notice of non-arm's length party transactions. In addition, it was identified that the Company's corporate governance practices were deficient in ensuring compliance with Exchange Policies and its own internal policies.

The contraventions of Exchange policies and requirements identified by the Exchange and the actions taken by the Company in light of the Exchange's determinations are summarized below.

Non-Arm's Length Party Transactions

1) The Company purchased a real estate property in November 2005 for US$1,000,000 from a non-arm's length party, GDV Resources Inc. (formerly Global Development Resources Inc.)(TSX VENTURE:GDV.H). In December 2006, the Company sold this property on a 50% basis to each of Development Resources Inc., a company owned by a director at the time Mr. Kent Smith (now a former director of the Company) and Mr. Gordon Ewart, the Company's Chairman. The aggregate proceeds on the sale was US$2,128,000, based on the estimated fair value given its development potential, allocated as follows:

  • A promissory note for US$564,000 due July 1, 2007 to each of Mr. Gordon Ewart and Development Resources Inc. for a total of US$1,128,000, equivalent to the Company's costs on the property. Payment was received October 15, 2007.

  • A promissory note for US$500,000 due December 29, 2007 to each Mr. Gordon Ewart and Development Resources Inc. for a total of US$1,000,000. Payment has not been received for these notes.

  • An extension fee for US$125,000 due from each Mr. Gordon Ewart and Development Resources Inc. for a total of US$250,000 to extend the maturity date of the above promissory due date from December 29, 2007 to December 29, 2008. Payment was not received for the extension fees.

In December 2008, the Company's management decided to write down the US$500,000 due from Development Resources Inc. Further, in December 2009 the Company's management approved a valuation allowance on the US$500,000 due from Mr. Gordon Ewart, even though the promissory note was secured by a personal guarantee and no payments had been received. At no time did Mr. Gordon Ewart provide any indication to the Company that he did not intend to repay the note.

Subsequent to the sale, the county in which the property was located denied the development plan, the US real estate market suffered a meltdown and the Company learned Development Resources Inc.'s financier began foreclosure proceedings.

During the Exchange's review in 2011, Mr. Gordon Ewart agreed to a payment plan for the repayment of the US$500,000 owed to Company in which he will pay US$100,000 per year for the next five years commencing in March 2012 with an interest rate at prime. Until this promissory note has been fully paid the Company has agreed not to advance, loan or enter into any promissory notes with Mr. Gordon Ewart. Mr. Gordon Ewart has advised the Company that his intent initially was to repay the Company out of proceeds from the development of the property. As the property has now been forfeited, Mr. Ewart will repay the Company out of personal funds at a loss of US$500,000.

2) In August 2006, the Company sold 886,900 common shares of GDV Resources Inc. for US$372,498 to a non-arm's length private company owned by Mr. Gordon Ewart and Mr. Kent Smith, directors of the Company at the time. The Company received only partial consideration of US$263,000 at the time of the sale. In November 2006 the Company entered into a promissory note with the related party company for US$309,490, which included US$109,490 owing on the shares and a further US$200,000 cash loan. This promissory note was secured by the partially paid shares and at an interest rate of 12%.

Subsequently, at December 31, 2009 the Company wrote-off the outstanding principal balance of US$209,490 on the promissory note due to the loss in the value of the security. Additionally, no interest was collected on the promissory note.

3) In 2008 the Company entered into bridge loans with GDV Resources Inc., a non-arm's length party totalling US$1,207,333. In January 2009, the Company settled the principal and interest owing on these bridge loans in return for three real estate properties.

The above was a Reviewable Transaction requiring Exchange approval and a third party valuation pursuant to Exchange policy. The Company did not make an application with the Exchange. Further, the Company did not obtain a third party valuation on the properties resulting in the Exchange being unable to consider the acceptability of this related party transaction. As a result the Company contravened Exchange Policy.

With respect to each of the above non-arm's length party transactions, the Company did not comply with its own Code of Business Conduct and Ethics and contravened Exchange Policy 3.1 Director, Officers, Other Insides & Personnel and Corporate Governance. Both require that, in the case of transactions involving conflicts of interest, such as these non-arm's length party transactions, the Company obtain approval from the disinterested members of the Board of Directors, which the Company failed to do.

In addition, the Company failed to comply with Exchange Policy by not providing the Exchange with notice and not issuing press release disclosure of the related party transactions as required. However, certain transactions were disclosed in the Company's audited financial statements dated December 31, 2007 to 2010.

It was not the Company's intent to disregard Exchange Policy or its own Code of Business Conduct and Ethics and Exchange Policy. The Company considered these transactions to be normal course in the Company's business of providing loans and making other investments and, as such, non-compliance with Exchange Policy and the Company's own policy was an oversight. However, the Company now realizes non-arm's length party transactions should not be considered normal course transactions and good corporate governance practices are required for these transactions to ensure the protection of its security holders.

Finders Fees and Commissions

On May 17, 2011 the Company issued a press release disclosing that it had entered into a bridge loan with a private US company for $3,000,000 for which a director was to receive a commission on the transaction. The proposed commission payable (which amount was never determined) to a related party was a contravention of Exchange policy. The commission was not paid.

Corporate Governance Practices

As described above, the Company's corporate governance practices were deficient with respect to its non-arm's length party transactions. The disinterested directors did not review or approve these transactions as required pursuant to the Company's own Code of Business Conduct and Ethics and Exchange Policy 3.1 Director, Officers, Other Insides & Personnel and Corporate Governance.

In addition, and notwithstanding the existence of a Corporate Governance Committee since December 31, 2005 there were no formal meetings held by this committee.

Disclosure

The Exchange considers the Company's disclosure that it had in place certain corporate governance practices and a Corporate Governance Committee to be misleading to shareholders and potential investors. The Company represented it had practices and procedures for oversight and protection of its security holders but it failed to apply these controls.

The Company has issued certain press releases that detailed activities of its client companies. The Exchange has advised that this practice constituted selective disclosure. As a result the Company has discontinued this activity. Management's intention was to provide updates with regards to the operations and corporate milestones achieved by their bridge loan client companies.

Actions Taken by the Company

The Company set up an Independent Committee of Directors in November 2010 to develop and monitor the internal controls, disclosure and corporate governance activities of the Company. The Board of Directors passed a further Resolution in March 2011 as an initial step towards addressing the contraventions identified by the Exchange.

Additional Exchange Requirements Imposed

Pursuant to the Exchange's review, the Exchange has imposed the following additional requirements:

1) The Company is to develop and implement a corporate governance policy specifically addressing non-arm's length party transactions.
2) The Company is to develop and implement a disclosure policy.
3) The Company is required to add a new Independent Director with satisfactory TSX Venture Exchange experience by February 13, 2012. The Company's trading status is conditional upon satisfying this requirement.
4) The Company has been placed on Notice to Comply with Exchange Requirements. Any further violations of Exchange Requirements will result in a review being commenced and further action being initiated by the Exchange against the Company and its management, directors and officers.
5) Certain senior management must complete educational requirements by August 12, 2012. Should management fail to complete this requirement in the prescribed time period their immediate resignation will be required from the Company and any other Exchange listed issuers.
6) At this time the Chairman of the Corporate Governance, Compensation and Independent Committee has been required to resign from these specific positions. Mr. Phillip Marleau has been appointed as Chairman of the Corporate Governance, Compensation and Independent Committee.

About GC-Global Capital Corp.

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

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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