GA Capital Corp. (TSX VENTURE: GAC.P)("GAC") is pleased to announce
that, pursuant to the terms of a new letter of intent dated
December 18, 2008, it has agreed with Kimpar Resources Inc.
("Kimpar") to revise certain terms of its previously announced
proposed transaction with Kimpar, pursuant to which GAC intends to
complete a business combination with Kimpar (the "Transaction"). If
completed, the Transaction is expected to constitute a qualifying
transaction for GAC, as defined in Policy 2.4 of the TSX Venture
Exchange (the "Exchange" or "TSX Venture") Corporate Finance
Manual.
About Kimpar
Kimpar was incorporated under the Canada Business Corporations
Act on June 9, 2008. The registered and records office of Kimpar,
as well as its head office, are located at 408 McGill, Montreal,
(Quebec), H2Y 2G1. As previously disclosed, Kimpar is engaged in
the acquisition and exploration of mineral resource properties in
the Province of Quebec. Kimpar has recently completed a series of
transactions (the "Kimpar Reorganization") to acquire certain
copper-molybdenum claims (the "Vortex Claims"), in the Gaspe region
of Quebec as well as a portfolio of other mineral exploration
properties. For a further description of the Vortex Claims, 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 Claims, a copy of which is available
under GAC's profile at www.sedar.com ("SEDAR").
As previously disclosed in GAC's news release dated July 24,
2008, Kimpar has also recently acquired the Nightstone Quarry,
which includes one main (Bail Exclusif d'Exploitation) ("BEX") with
designated rights to extract material from the quarry issued by
Ressources Naturelles et Faune Quebec, in the Gaspe Peninsula in
the Province of Quebec on Route 299, the Richmond gabbro rock
quarry located north of New Richmond, Quebec, and two high grade
aggregate quarries located at Carleton, Quebec. Kimpar also holds
32 claims comprising of 1,824 hectares with bentonite and perlite
deposits which are industrial minerals employed in the steel and
ceramic industries.
As a result of the completion of the Kimpar Reorganization,
Kimpar currently has 11,900,000 Class A common shares (the "Kimpar
Common Shares") issued and outstanding, and no stock options,
warrants or other dilution as of the date hereof, other than
600,000 Flow-Through Subscription Receipts (as defined herein)
issued on September 11, 2008, the terms of which have been amended
as described herein.
The principal shareholders of Kimpar are ACT Capital Trust of
Montreal, Quebec (a trust the beneficiaries of which are Chris
Arsenault of Montreal, Quebec and members of his family), Vital
Arsenault of Bonaventure, Quebec and C.L. Beaudet Trust of
Montreal, Quebec (a trust the beneficiaries of which are Charles
Beaudet of Montreal, Quebec and members of his family and
associates), each of whom holds approximately 25.27%, 12.08% and
11.63%, respectively, of the currently outstanding Kimpar Common
Shares. The remainder of the Kimpar Common Shares are held by
twenty-four (24) shareholders (including directors and officers of
Kimpar), none of whom will hold 10% or more of the issued and
outstanding Kimpar Common Shares.
Kimpar has not at this time prepared any financial statements.
Kimpar will prepare audited consolidated financial statements for
inclusion in the Filing Statement to be prepared and filed on SEDAR
in connection with the Transaction.
Transaction Summary
As previously disclosed, the Transaction will be effected by way
of a three-cornered amalgamation (the "Amalgamation"), pursuant to
which a newly formed wholly-owned subsidiary of GAC will amalgamate
with Kimpar, resulting in the amalgamated company becoming a
wholly-owned subsidiary of GAC. As a result of the Amalgamation,
the shareholders of Kimpar will receive one New GAC Share (as
defined below), at a deemed price of $0.60 per share for each
Kimpar Common Share. The Transaction will be subject to the
entering into of a formal amalgamation agreement (the "Formal
Agreement") containing customary representations and warranties for
parties acting at arm's length in similar transactions.
The following matters will also occur prior to, or in connection
with, the Transaction:
(a) GAC will implement a 10% rolling incentive stock option plan
(the "Stock Option Plan"), pursuant to the rules of the Exchange
and subject to any required regulatory approval;
(b) GAC will consolidate (the "Consolidation") its currently
outstanding common shares on the basis that each three existing
common shares of GAC will be consolidated into one new common share
of GAC (the "New GAC Shares"), subject to the receipt of regulatory
approval;
(c) GAC will change its name (the "Name Change") to "Kimpar
Resources Corp.", or such other name as may be agreed to, subject
to receipt of regulatory approval; and
(d) GAC will continue under the federal laws of Canada (the
"Continuance"), subject to the receipt of regulatory approval.
The Shareholders of GAC approved each of the Stock Option Plan,
the Consolidation, the Name Change and the Continuance at the
annual and special meeting of shareholders of GAC held on August
27, 2008.
GAC and Kimpar have also executed a notice of extension in
respect of the $200,000 secured loan GAC had previously provided to
Kimpar (the "Loan"), thereby extending the maturity date to March
31, 2009. The Loan bears interest at a rate of 8% per annum payable
on maturity. Previously, GAC also provided Kimpar with a $25,000
non-refundable deposit on or about July 24, 2008.
Prior to, and as a condition of, the closing of the Transaction,
Kimpar will use its commercially reasonable efforts to complete
private placements of 2,333,333 subscription receipts of Kimpar for
aggregate gross proceeds of $1,550,000, being comprised of a
subscription receipt unit offering (the "Unit Offering") for gross
proceeds of $800,000 and a "flow-through" subscription receipt unit
offering (the "FT Offering") for gross proceeds of $750,000.
Pursuant to the Unit Offering, 1,333,333 subscription receipts of
Kimpar will be sold at a price of $0.60 per subscription receipt
(each a, "Unit Subscription Receipt"). Each Unit Subscription
Receipt will entitle the holder thereof to one unit of Kimpar
(each, a "Unit") with each Unit consisting of one Kimpar Common
Share and one common share purchase warrant of Kimpar (each, a
"Warrant"). Pursuant to the FT Offering, 1,000,000 subscription
receipts of Kimpar will be sold at a price of $0.75 per
subscription receipt (each, a "FT Unit Subscription Receipt"). Each
FT Unit Subscription Receipt will entitle the holder thereof to one
unit of Kimpar (each, an "FT Unit") with each FT Unit consisting of
one Kimpar Common Share issued on a "flow-through" basis pursuant
to the Income Tax Act (Canada) and one Warrant. Each Warrant will
be exercisable to acquire one Kimpar Common Share at a price of
$0.80 per share for 24 months from the date of issuance. The Unit
Offering and the FT Offering are collectively referred to herein as
the "Private Placement".
The proceeds from the FT Offering will be used for the
exploration and development of the Vortex Claims and the Nightstone
Quarry, as well as for general working capital purposes. Kimpar has
also engaged Union Securities Inc. in connection with the Private
Placement ("Union") to arrange for subscriptions under the Private
Placement. The finder's fee payable to Union shall be up to 8% of
the gross proceeds from the sale of the securities of Kimpar under
the Private Placement. In addition, Kimpar may grant to Union a
number of options ("Kimpar Agent's Options") that is equal to up to
8% of the number of securities of Kimpar sold by Union under the
Private Placement. Each Kimpar Agent's Option will entitle the
holder thereof to acquire one Unit at a price of $0.80 per Unit on
or before 24 months from the date of issuance.
As previously disclosed in GAC's news release of September 17,
2008, Kimpar sold, pursuant to a non-brokered private placement
(the "Non-Brokered Placement"), 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. The terms of the
Flow-Through Subscription Receipts have since been amended such
that each Flow-Through Subscription Receipt entitles the holder to
1.666 "flow-through" units of Kimpar (each, a "Flow-Through Unit"),
with each Flow-Through Unit being comprised of one Kimpar 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 "Receipt Warrant"). Each Receipt Warrant is
exercisable to purchase one Kimpar Common Share at a price of $0.80
per share for a period of twenty-four (24) months from the time the
Flow-Through Subscription Receipts are exchanged into Flow-Through
Units. For further details about the Non-Brokered Placement, please
refer to GAC's news release dated September 17, 2008, a copy of
which is available under GAC's profile on SEDAR.
Pursuant to the terms of the Transaction: (i) the holders of the
Kimpar Common Shares will receive one New GAC Share with a deemed
value of $0.60 per share for each share owned; and (ii) the
outstanding agents' options, stock options and Warrants of Kimpar
will be replaced with agents' options, stock options and share
purchase warrants of GAC, with identical terms.
After completion of the Transaction (including the Private
Placement), the current Kimpar shareholders will hold approximately
65.78% of the New GAC Shares, the current GAC shareholders will
hold approximately 15.68% of the New GAC Shares, and the
subscribers to the Private Placement will hold approximately 18.45%
of the New GAC Shares.
The Transaction is an arm's length transaction as no related
party of GAC has any interest in Kimpar. Accordingly, the
Transaction will not, as currently contemplated, be subject to
approval by the shareholders of GAC.
GAC and Kimpar confirm that there are no finder's fees or other
similar fees payable to any person or party with respect to the
Transaction.
GAC has applied for an exemption from the sponsorship
requirements in connection with the Transaction.
Insiders of the Resulting Issuer
As previously disclosed, upon completion of the Transaction, the
Board of Directors of the resulting issuer will consist of Vital
Arsenault, Chris Arsenault, Jean Lamarre and Alex Balogh, as well
as three current directors of GAC: Joe Hamilton, George Duguay and
J. Allan Ringler.
Management of the resulting issuer will consist of J. Allan
Ringler as Chief Executive Officer, Vital Arsenault as Chief
Operating Officer, Bradley R. Kipp will continue as Chief Financial
Officer, Wayne Lockhart as Chief Geologist, Peter Sindell as
Vice-President, Business Development, and Robert Buckland as
Vice-President, Project Planning.
Please refer to the GAC news releases dated July 24, 2008 and
August 15, 2008 for a description of the background of each of the
above-noted individuals, copies of which are 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 the
Formal Agreement, 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.
Contacts: GA Capital Corp. J. Allan Ringler President &
Chief Executive Officer (647) 330-4711 Email:
ringler2805@rogers.com
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