GCH Capital Partners Inc. Announces Qualifying Transaction

GCH CAPITAL PARTNERS INC., (TSX VENTURE:GCW.P) (the "Company"), a capital pool
company incorporated under the laws of British Columbia, is pleased to announce
that it has entered into a series of agreements dated for reference February 29,
2008 pursuant to which it will acquire the rights to the Inducible Chloroplast
Gene Expression System (the "Technology") and enter into management contracts
with a new management team to develop and to commercialize the Technology.


Currently, the Technology is jointly owned by the University of Geneva in
Geneva, Switzerland and Richard Wagner, President of PhycoBiologics, Inc. of
Indianapolis, IN, and former member of the Biology Department at Indiana
University, Bloomington, IN. The Technology provides a controlled method for
turning on and off genes in the chloroplast that are responsible for
photosynthesis resulting in the continuous production of hydrogen gas (the
"Hydrogen Technology"). The Hydrogen Technology represents a significant step
toward the sustainable and biological production of hydrogen - an
environmentally benign source of energy. In addition to its use in the
production of Hydrogen the Technology is versatile and can be used for the
controlled expression of recombinant proteins, used in molecular farming. Based
on unaudited estimates approximately CAD $500,000 has been expended in
developing the Hydrogen Technology to date.


PhycoBiologics Europe ("Phyco Europe"), a private company organized by the laws
of the United Kingdom, holds an exclusive license to the Technology subject to
limited exceptions from the University of Geneva (UNIGE). Richard Wagner, and
Mike Horne of Stirling, Scotland are the sole shareholders of Phyco Europe.
Phyco Europe has never carried on any business activity other than to comply
with the terms of the license with UNIGE.


Richard Wagner has developed a business plan for the commercialization of the
Hydrogen Technology for the production of hydrogen (the "Business Plan"). 


Proposed Qualifying Transaction

The proposed qualifying transaction will result in the Company being a research
& development issuer in the biotechnology sector through the acquisition of the
world-wide exclusive rights to the Technology, subject only to limited
exceptions from UNIGE, which permit additional academic research and
collaborations in the area of hydrogen production and the entering into
management contracts with certain individuals, including Richard Wagner to
develop the Hydrogen Technology in accordance with the Business Plan.


The proposed transactions will serve as the Company's qualifying transaction
(the "Qualifying Transaction") for the purposes of the policies of the TSX
Venture Exchange (the "Exchange"). In conjunction with and as a result of the
Qualifying Transaction, the Company will also seek regulatory approval to list
as a Tier 2 Biotechnology Issuer on the Exchange. Sponsorship by a member firm
of the Exchange (the "Sponsor") may be required in connection with the
Qualifying Transaction; a Sponsor has not yet been retained by the Company. The
proposed Qualifying Transaction does not constitute a non-arm's length
Qualifying Transaction under the Policy 2.4 of the Exchange and is subject to
shareholder and Exchange approval.


The proposed Qualifying Transaction will be effected by a series of
transactions. The Company has entered into a share exchange agreement to acquire
all the shares of Phyco Europe. The Company has incorporated a wholly-owned
subsidiary, Phyco Hydrogen Inc. ("PHI"), a company under the laws of Delaware,
into which Richard Wagner will transfer by way of license his interest into the
Hydrogen Technology pursuant to a rollover agreement. The Company has also
entered into management contracts with Richard Wagner, Stefan Surzycki a
professor of Biology at Indiana University, in Bloomington, IN and, Jean-David
Rochaix, a professor at the University of Geneva and one of the co-inventors of
the Technology for the purpose of developing and commercializing the Hydrogen
Technology pursuant to the Business Plan. All of these agreements are dated for
reference February 29, 2008. These transactions and the agreements relating to
these transactions are described in more detail in the following paragraphs:


1. Share Exchange with Phyco Europe

The Company has entered into a share exchange agreement with the shareholders of
Phyco Europe, being Richard Wagner and Mike Horne. Under the Share Exchange
Agreement, Richard Wagner and Mike Horne will transfer their shares in Phyco
Europe and they will each in turn be issued 50,000 shares in the Company, for a
total of 100,000 common shares in the capital of the Company issued at a deemed
price of $0.40 per share. Phyco Europe will thereby become a wholly-owned
subsidiary of the Company.


On completion of the share exchange, the directors and officers of Phyco Europe
will be: 




- Richard Wagner,      President and CEO
- Mike Horne
- Gerri Greenham



2. Incorporation of PHI and Rollover of the Hydrogen Technology by Richard Wagner

GCH has incorporated PHI and has subscribed for 20,000 voting common shares. PHI
currently and has never carried on any business, other than to complete the
transactions described herein.


Richard Wagner has entered into a license agreement with PHI pursuant to which
Dr. Richard Wagner will grant to PHI exclusive, perpetual world wide license to
the Hydrogen Technology in exchange for 1,500 non-voting common shares of PHI:
1,000 of which will be issued immediately; the remaining 500 shares will be
issued in 100 share increments upon achievement of the Milestone which has been
broken down into 5 stages (see following definition of Milestone). 


The "Milestone" is as a proof of concept of the Hydrogen Technology pursuant to
which hydrogen is produced on a continuous basis in a 10 L pilot scale
bioreactor prior to March 1, 2010. 


Similarly, Stefan Surzycki and Jean-David Rochaix will each subscribe for 250
non-voting common shares in the capital of PHI which will only be issuable in 50
share increments upon achievement of the stages towards the Milestone in the
same manner as with Richard Wagner. 


3. Option to Exchange Shares 

Each of the PHI shares issued to Richard Wagner, Stefan Surzycki and Jean-David
Rochaix will be the subject matter of a share exchange agreement pursuant to
which 1 PHI share will be convertible into 1,000 shares of GCH at the
shareholder's discretion. Upon completion of the transactions described herein,
Richard Wagner will be issued 1,000 non-voting common shares in PHI, which will
be exchangeable for 1,000,000 common shares in the Company. If the Milestone is
fully achieved, Richard Wagner will be issued an additional 500 non-voting
common shares of PHI and each of Stefan Surzycki and Jean-David Rochaix will be
issued 250 non-voting common shares of PHI, and each such share will also be
exchangeable for 1,000 common shares in the capital of the Company. Therefore,
on completion of the Milestone a total of 2,000 non-voting common shares in the
capital of PHI will be issued (including the 1,000 non-voting common shares
previously issued to Richard Wagner), which shares will be exchangeable for a
total of 2,000,000 common shares in the capital of the Company. Upon the
exchange of all such non-voting common shares in PHI for common shares in the
Company, PHI will be a wholly-owned subsidiary of the Company.


4. Employment and Consulting Contracts

PHI has entered into employment / consulting agreements as follows:

- Richard Wagner: executive employment agreement, at a remuneration of USD
$100,000 annually


- Stefan Surzycki: project based consulting contract remuneration to be
determined on a project to project basis


- Jean-David Rochaix: project based consulting contract remuneration to be
determined on a project to project basis


The purpose of these employment and consulting agreements is to assemble a
scientific team to develop and commercialize the Hydrogen Technology in
accordance with the Business Plan.


5. Research and Development Agreement 

PHI will be undertaking a research program on the Hydrogen Technology in
accordance with the Business Plan, under the direction of Richard Wagner. The
research will be conducted primarily at PHI's laboratory in Indianapolis,
Indiana, and at the University of Geneva. The initial budget for the research
and development will be $800,000.


In summary, upon completion of the QT, the corporate directors / officers of GCH
will be as follows:


Directors:

Richard Wagner, of Indianapolis, IN - Director, CSO and President. 

Mr. Wagner is a former member of the Biology Department at Indiana University,
Bloomington, IN. Richard Wagner, has held several academic and business
positions, and has started several companies. He has directed the research
programs of a number of scientists and scientific technicians focused on
developing some of the core technology to be acquired by GCH. Previous positions
include Chief Executive Officer of Innovative Biological Advancements, a plant
biotechnology company, and program leader in Biotechnology at the Scotts
Company. Dr. Wagner was a Lecturer in the Biology Department at Indiana
University and is a co-inventor of several patents.


Kenneth A. Cawkell of New Westminster, BC - Director and Chairman. 

Mr. Cawkell is a partner of the law firm Cawkell Brodie Glaister LLP. He
obtained his law degree from the University of Alberta in 1978 and was called to
the Alberta and British Bars in 1979 and 1985, respectively. He co-founded
Cawkell Brodie Business Lawyers in 1987, where he acts as managing partner. Mr.
Cawkell's current practice focuses on intellectual property, technology transfer
agreements, transaction structuring and securities law. He has been involved in
the biotech industry since the early 1990's and has acted both as underwriter's
counsel and for the securities issuer. Mr. Cawkell is a director of a number of
companies listed on the Toronto Stock Exchange and TSXV, where he has been a
member of both the executive and board committees. He is actively involved in
business in China and is a founding Principal of the Far East Group based in
Hong Kong. Far East is focused on identifying biotech and industrial technology
applicable to the Asian market and finding the appropriate Asian
commercialization partners. Mr. Cawkell has participated as a lecturer in
Continuing Legal Education seminars and is currently a member of the Securities
Law Advisory Committee to the British Columbia Securities Commission.


Wendy Ripley, CA of Grand Cayman, Cayman Islands- Director and CFO. 

Ms. Ripley is a member of the Institute of Chartered Accountants in Prince
Edward Island ("PEI") and a member of the Canadian Institute of Chartered
Accountants. She is currently a Senior Manager, Finance, with the Public Service
Pensions Board, Cayman Island. Between 2005 and May 2007, she held a number of
different accounting related positions in the Cayman Islands. From 1996 to 2005
Ms. Ripley was the sole proprietor of her own Chartered Accountancy practice and
from 1986 to 1996 she was a partner in Norris Ripley Chartered Accountants.
Prior to that Ms. Ripley worked for Coopers and Lybrand as a taxation
specialist. From 1997 to 2000 Ms. Ripley also acted as the Chief Financial
Officer for Cobequid Life Sciences Inc. where she was involved in all financial
activities of the Company, its international subsidiaries, reporting to the
Board of Directors. Ms. Ripley was involved in establishing and overseeing the
research and manufacturing production facilities and assisted the company in the
development of its inventory, product costing and financial accounting recording
systems. She was also involved in a number of the company's financings. She has
been a sessional lecturer at the University of PEI, School of Business, Vice
Chair of the PEI lending Agency and Workman's Compensation of PEI she has also
been a director of the Atlantic Canada Opportunities Agency. 


Gerri Greenham, of Stouffville, ON - Director. 

Gerri Greenham has been active in the biotech industry since 1983 when he
organized the acquisition from Connaught Laboratories of their biotech division
to create Aqua Health Ltd. ("AHL"). Mr. Greenham acted as a founding principal
and subsequently the President and Chief Executive Officer of the successor
company, Cobequid Life Sciences Inc. (formerly VSE: KQR). Mr. Greenham was
involved in all aspects of operations of this company, including the
development, manufacture, licencing and sales of aquaculture vaccines to the
fish farming industry. The AHL products were licenced in numerous countries and
the company held two cGMP facilities(1). The company was involved in joint
ventures, licencing and financing with large multinational companies in the
United Kingdom, Thailand and Switzerland and was subsequently acquired by
Novartis Animal Health Inc. ("Novartis") in 2000. In 2001 Mr. Greenham worked
for Novartis. Since then, he has been involved in private investments as well as
sitting on board of directors and advisory boards of various companies.


Philip Ranck, of Delaware, OH - Director. 

Mr. Ranck is an independent consultant with Process Operations Consulting, LLC
and consults to the pharmaceutical, chemical and fine chemical industries. Mr.
Ranck has over 40 years service in the fine chemicals industry, primarily
associated with pharmaceuticals. Mr. Ranck served as a process and project
engineer for Salsbury Laboratories (now Cambrex), as the first Engineering
Manager for the Arapahoe Chemicals Div. of Syntex with process and project
engineering responsibilities, and as a Senior Project Manager with international
responsibilities in Syntex' corporate engineering group. Mr. Ranck has a B.S. in
Chemical Engineering from Purdue University.


Mark Long, of Greenwood, IN - Director. 

Mr. Long is a senior executive with 25 years experience in the biomedical and
biotechnology industry. He is currently President of the Indiana University
Research & Technology Corporation. Mr. Long has an extensive working knowledge
of the pharmaceutical, medical device, and biotechnology business areas. Mr.
Long is also currently involved in development of the Indianapolis Downtown
Research Park and the Indiana Biocrossroads Initiative.


Shareholders of PHI on completion of the QT transactions:



- GCH                  20,000 voting common shares
- Richard Wagner       1,500 non-voting common shares
- Stefan Surzycki      250 non-voting common shares
- Jean-David Rochaix   250 non-voting common shares



On completion of the transaction the directors / officers of PHI will be:



- Richard Wagner       President CEO
- Gerri Greenham
- Philip Ranck



Pursuant to Exchange Policy 2.4 of the Exchange, the Company may advance up to
$225,000 prior to final approval of the Qualifying Transaction. The Company
intends to seek permission to advance up to $225,000 to it's wholly owned
subsidiary Phyco Hydrogen Inc. to proceed with carrying out the Business Plan.
These funds will be used primarily to facilitate the purchase of equipment
including a fermentation system to be used to grow algae under controlled
conditions and a mass spectrophotometer to accurately monitor the gases that are
being evolved. The equipment will enable the scientists to quantify the effect
that additional genetic manipulations of the algae have on enhancing hydrogen
production. Funds will also be used to pay salaries for the initial weeks and
will be advanced as a demand loan until the closing of the Qualifying
Transaction.


The transactions described in this press release do not constitute a Non-Arm's
Length Transaction Qualifying Transaction under the Policies of the Exchange.
There are no Non-Arm's Length Parties to the Company who are directors or
insiders of PhycoBiologics Europe. 


Completion of the Qualifying 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 is
obtained. There can be no assurance that the proposed Qualifying 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 Qualifying
Transaction, any information released or received with respect to the Qualifying
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 TSX Venture Exchange has in no way passed upon the merits of the proposed
Acquisition and Qualifying Transaction and has neither approved nor disapproved
of the contents of this press release. 


The statements made in this Press Release may contain forward-looking statements
that may involve a number of risks and uncertainties. Actual events or results
could differ materially from the Company's expectations and projections.
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