GA Capital Corp. ("GA") (TSX VENTURE:GAC.P) is pleased to announce details
concerning a private placement of securities of Kimpar Resources Inc. ("Kimpar")
as previously announced in GA's news release dated July 24, 2008. As previously
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 the TSX Venture Exchange (the "Exchange" or "TSX
Venture") Corporate Finance Manual.


Kimpar has engaged Union Securities ("Union") to act as agent on a commercially
reasonable efforts basis in connection with a private placement ("Equity 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 Equity 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.

Union will be paid a cash commission of 8% of the gross proceeds of the Equity
Private Placement. In addition, Union and its sub agents, if any, will be
granted an option (the "Equity Agent's Option") to purchase that number of Units
equal to 8% of the aggregate number of Units and Flow-Through Units issued on
exchange of the subscription receipts sold under the Equity Private Placement.


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 Flow-Through Offering will be released to Kimpar on the
closing of the Equity Private Placement (the "Closing"), one-half of the gross
proceeds from the sale of the Concurrent Subscription Receipts will be held in
escrow until the closing of the Qualifying Transaction and the remaining gross
proceeds, net of the Union's commission and expenses will be released to Kimpar
on Closing. The net proceeds of the Concurrent Subscription Receipts will be
used to cover the expenses of the Equity Private Placement, as well as the
expenses of the Qualifying Transaction, for exploration and development of

Kimpar's exploration projects in Quebec and for general working capital.

This press release may contain forward-looking information with respect to the
Equity 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 Equity 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
Equity Private Placement and 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 Equity Private Placement and 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.


Greenfield Acquisition (TSXV:GAC.P)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024 Plus de graphiques de la Bourse Greenfield Acquisition
Greenfield Acquisition (TSXV:GAC.P)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024 Plus de graphiques de la Bourse Greenfield Acquisition