GA Capital Corp. (TSX VENTURE:GAC.P) ("GAC") is pleased to report in furtherance
of its previously announced proposed transaction with Kimpar Resources Inc.
("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 is a recently formed company that is engaged in the acquisition and
exploration of mineral resource properties in the Province of Quebec. Kimpar is
in the process of completing a series of transactions to acquire certain Vortex
copper-molybdenum claims, as well as a portfolio of other mineral exploration
properties (the "Kimpar Reorganization").
Kimpar Vortex Copper-Molybdenum Claims
Upon completion of the Kimpar Reorganization, Kimpar will have the following
interest in four blocks of copper-molybdenum claims:
(a) Block 1 consists of 15 claims comprising 240 hectares. Historical
reports contained in the Quebec government's MRNF deposit files
describe an historical resource (see Comments on Historical
Resources, below) of 4.97 Mt of 1.02% Cu at a cut-off grade of
0.5% Cu, along with associated molybdenum. This report dated 10
December, 1993 was prepared by Systemes Geostat International Inc.
of Laval, Quebec, entitled "Rapport des travaux 1993. Project de
cuivre, Sullipek", and is considered to be relevant to this project.
This resource was calculated using block modelling. Kimpar holds a
100% interest in the claims, subject to a 2% net smelter return,
provided it makes cash payments of $200,000 over four years and
completes work commitments of $1,200,000 on the claims over the next
four years.
(b) Block 2 consists of 16 claims comprising 256 hectares. Kimpar holds a
100% interest in the claims, subject to a 2% net smelter return,
provided it makes cash payments of $140,000 over four years and
completes work commitments of $700,000 on the claims over the next
four years.
(c) Block 3 consists of 46 claims comprising 3,661 hectares. Kimpar
holds a 100% interest in the claims, subject to a 2% net smelter
return, provided it makes a cash payment of $120,000 and completes
work commitments of $700,000 on the claims over the next four years.
(d) Block 4 consists of 42 claims comprising 2,316 hectares contiguous
with the Madeleine mine described below. Kimpar holds a 100% interest
in the claims, subject to a 2% net smelter return, provided it makes
a cash payment of $60,000 and completes work commitments of $700,000
on the claims over the next four years.
Geological Context
Areas of mineral alteration are associated with metal ores. There are several
such areas in the Gaspe Peninsula in the Province of Quebec. A relatively small
alteration area around Murdochville hosted the Gaspe Mine, one of the largest
copper mines in North America. It produced 141.6 million tonnes of 0.85% Cu with
Mo from Copper Mountain between 1954 and 1999.
Much larger areas of mineral alteration (referred to herein collectively as the
Federal, Sullipek, Madeleine or "FSM" area) located to the west, peripheral to
the McGerrigle Batholith, and along the Shickshock Fault, and paralleling the
Madeline River South Fault. The FSM area covers the eastern portion of a
corridor of sedimentary rocks more than 100 kilometers long that include
limestone beds hosting sulphide base and precious metals deposits formed from
intruding younger hot igneous metal-rich solutions. The Kimpar Vortex claims lie
within this FSM area. Mineralization is present in veins, in fracture zones, and
as disseminations within the calcareous sedimentary rocks and the intruding
igneous rocks.
Much of this area remains only sparsely explored, although it has seen
commercial mining at the old Madeleine mine, which produced 8.1 Mt @ 1.08% Cu
and 9.0 g/t Ag between 1969 to 1982; the Candego mine, which produced 70,500
tonnes of 6.35% Pb, 4.28% Zn, 170 g/t Ag and 0.68 g/t Au; the Lemieux Dome area,
which includes the former Federal mine, the Pioneer Mine and the Brandy Brook
Mine, each with several veins, which were mined primarily for lead and zinc
between 1918 and 1930 (MRNF files
(http://www.mrnf.gouv.qc.ca/Gaspesie-Iles-de-la-Madeleine/mines/mines-potentiel.jsp).
The May 2007 Sidex report "Exploring for Molybdenum in Quebec" notes that Quebec
was Canada's largest molybdenum producer from Mines Gaspe and three
pegmatite-type deposits in the Abitibi Region (pp 10/11). The Sullipek deposit
is listed as a molybdenum occurrence with skarn and porphyry Cu.
Comments on Historical Resources
All historical resource estimates quoted herein are based on data and reports
obtained and prepared by previous operators. Such historical resource estimates
are considered to be relevant, and are believed to be reliable based on the
amount and quality of historic work completed. Kimpar has not completed the work
necessary to independently verify the classification of the mineral resource
estimates. Kimpar is not treating these historical resource estimates as
NI43-101 defined resources verified by a qualified person. These historical
resource estimates should not be relied upon as they pre-date NI43-101 and are
not NI43-101 compliant. The properties will require considerable further
evaluation which Kimpar's management and consultants intend to carry out in due
course.
The technical portion of this news release has been prepared under the
supervision of Geoffrey S. Carter, a Qualified Person as defined by NI43-101.
Other Properties of Kimpar
Kimpar recently acquired the Nightstone Quarry, which includes one main BEX
(Bail Exclusif d'Exploitation) with designated rights to extract material from
the quarry from the Ressources naturelles et Faune Quebec, in the Gaspe
Peninsula in the Province of Quebec on Route 299. The deposit located on the
claims is comprised of an elevated ridge of fine-grained black basalt. If
further exploration establishes commercial quantities of unfractured rock within
the deposit, the Nightstone Quarry would be the only source in North America of
the dimension stone known commercially as "absolute black granite.". Slabs of
decorative granite find wide application as cladding for buildings and in
commercial and domestic interiors, including countertops, tiles and flooring.
Where fractured or otherwise unsuitable as dimension stone, the Nightstone
product can be marketed as hard aggregate for concrete and asphalt manufacture
and road construction, as "rip rap" to control erosion and support roads,
bridges and marine installations or, milled to a specific particle size, as the
raw material for the manufacture of composite stone countertop slabs.
Kimpar also recently acquired 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, industrial minerals employed in the steel and ceramic
industries.
Other Information Concerning 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,
is located at 408 McGill, Montreal (Quebec) H2Y 2G1.
Upon completion of the Kimpar Reorganization, Kimpar will have 13,500,000 Class
A common shares (the "Kimpar Common Shares") issued and outstanding, and no
stock options, warrants or other dilution as of the date hereof.
Upon completion of the Kimpar Reorganization, the principal shareholders of
Kimpar will be 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 friends), who will own approximately
31.07%, 11.55% and 11.11%, respectively, of the then outstanding Kimpar Common
Shares, prior to completion of the Transaction. The remainder of the Kimpar
Common Shares will be held by twenty-three (23) 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. An updating press
release will follow once financial information in respect of Kimpar is
available. Kimpar will prepare audited consolidated financial statements as part
of the Filing Statement in connection with the Transaction to be prepared and
filed on SEDAR.
Transaction Summary
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 $1.00 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 and shareholder 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 shareholder and regulatory
approval;
(c) GAC will change its name to "Kimpar Resources Corp.", or such other
name as may be agreed to, subject to receipt of shareholder and
regulatory approval;
(d) GAC will continue under the federal laws of Canada
(the "Continuance"), subject to the receipt of shareholder and
regulatory approval; and
(e) GAC will provide Kimpar with a $25,000 non-refundable deposit
concurrent with the issuance of this press release, in accordance
with the Exchange requirements, as well as a $200,000 secured loan
upon execution of security documentation, which loan will be
repayable four months from the date of advance and will bear interest
at a rate of 8% per annum payable on maturity.
Kimpar will use its commercially reasonable efforts to complete a private
placement of 4,200,000 subscription receipts for aggregate gross proceeds of up
to $4,500,000 (the "Private Placement"). Of the subscription receipts, 3,000,000
shall be sold at a price of $1.00 per receipt and each shall entitle the holder
to receive one unit of Kimpar (each a "Unit") with each Unit consisting of one
Kimpar Common Share and one-half of one share purchase warrant of Kimpar (each
whole common share purchase warrant, a "Warrant"). The balance of 1,200,000
subscription receipts shall be sold at a price of $1.25 per receipt and shall
each entitle the holder to receive flow-through units of Kimpar (the "FT
Units"). Each FT Unit shall consist of one Kimpar Common Share issued on a
"flow-through" basis pursuant to the Income Tax Act (Canada) and one-half of one
Warrant. Each Warrant will be exercisable to acquire one Kimpar Common Share at
a price of $1.50 per share for 12 months from the date of issuance. It is
expected that 50% of the gross proceeds from the Private Placement will be
released at the closing of the Private Placement and concurrent with the
execution of the Formal Agreement. The balance of the proceeds from the Private
Placement will be held in escrow until the closing of the Transaction.
The proceeds from the Private Placement will be used for the exploration and
development of the Vortex copper-molybdenum claims and the Nightstone Quarry, as
well as for general working capital purposes. Kimpar may also engage an agent or
agents in connection with the Private Placement ("Agents") to arrange for
subscriptions under the Private Placement. The finder's fee payable to the
Agents shall be 8% of the gross proceeds from the sale of the securities of
Kimpar under the Private Placement. In addition, Kimpar may grant to the Agents
a number of options ("Kimpar Agent's Options") that is equal to 8% of the number
of securities of Kimpar sold by the Agents under the Private Placement. Each
Kimpar Agent's Option will entitle the holder thereof to acquire one Unit at a
price of $1.00 per Unit on or before 18 months from the date of issuance.
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 $1.00 per share for
each share owned; and (ii) the holders of 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 and the maximum Private Placement, the
current Kimpar shareholders will hold approximately 65.75% of the New GAC
Shares, the current GAC shareholders will hold approximately 13.80% of the New
GAC Shares, and the subscribers to the Private Placement will hold approximately
20.45% 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.
GAC also announces it has reserved a price of $0.333 per share pre-Consolidation
($1.00 per New GAC Share) for the grant of stock options to acquire up to 10% of
the number of issued and outstanding New GAC Shares (the "Stock Options") in the
event the Transaction and the Private Placement are completed. The grant of the
Stock Options is subject to regulatory approval. The Stock Options may be
granted to directors, officers, employees and consultants of the resulting
issuer, as determined by the Board of Directors of the resulting issuer
following the completion of the Transaction.
Insiders of the Resulting Issuer
Upon completion of the Transaction, the Board of Directors of the resulting
issuer will consist of Vital Arsenault, Chris Arsenault and Jean Lamarre, as
well as Joe Hamilton, George Duguay and J. Allan Ringler, current directors of
GAC who will continue.
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.
J. Allan Ringler, Chief Executive Officer and Director. Mr. J. Allan Ringler is
currently the Chief Executive Officer, President and a Director of GAC. He has
been the President of Allan Ringler Services Inc. since January 1989, and was a
partner of Duguay and Ringler Corporate Services, a provider of corporate and
financial administrative services to public companies, until February 2006. From
July 2006 to July 31, 2007, Mr. Ringler was a sales representative with Remax
Orillia Realty (1996) Ltd. He co-founded Equity Transfer & Trust, a provider of
transfer agent and corporate trust services and served as President from 2002 to
2006. He has been a Director of Grey Horse Corp., the parent company of Equity
Transfer & Trust, since 2004. Mr. Ringler holds both a Bachelor of Arts degree
from the University of Western Ontario and a Bachelor of Commerce degree from
the University of Windsor. He is a Certified Management Accountant and a member
of the Institute of Chartered Secretaries and Administrators of Canada.
Vital Arsenault, Chief Operating Officer and Director. Vital Arsenault has owned
and managed a series of motor vehicle dealerships, including Prestige Ford
Mercury Inc. in New Richmond, Quebec, Gaspesie Auto (Hyundai) in Bonaventure,
Quebec and Garage LV Arsenault (Lada, Suzuki, and Arctic Cat dealerships) in
Bonaventure, Quebec. In 1986 after completing his prospector course, he resigned
from his dealership businesses and started exploring in the Gaspe region of
Quebec. Since 1986, he has participated in a number of discoveries and concluded
transactions with small and large publicly traded mining companies. Over the
last five years, Mr. Arsenault has acted as President and CEO of ASPM Inc. a
private mining service company based in Bonaventure, Quebec and has actively
pursued his prospecting activities.
Bradley R. Kipp, Chief Financial Officer. Bradley R. Kipp is currently the Chief
Financial Officer and a Director of GAC. He has more than 16 years of financial,
capital markets and operating experience specializing in the mining sector.
Since September 2004, he has been the Chief Financial Officer of African Copper
PLC, a mining exploration and development company. He has been the Chief
Financial Officer, an officer and/or director of several public resource and
non-resource companies, including Titanium Corporation, Atikwa Minerals
Corporation, MineGem Inc. Mr. Kipp was formerly employed by Deloitte and Touche
Corporate Finance Canada Limited in the capacity of Vice-President and Director,
where he was a member of its corporate finance group providing global merger and
acquisition services. He received a Bachelor of Arts degree from the University
of Western Ontario, his Honours Business Administration (Finance) from Ivey
School of Business in 1988, his Chartered Accountant designation in 1991 and his
Chartered Financial Analyst designation in 1997. Mr. Kipp is a member of the CFA
Institute and the Institute of Chartered Accountants of Ontario.
A. Wayne Lockhart, Chief Geologist. Mr. Lockhart has been involved in mineral
deposit prospecting, exploration and development for over 35 years. Early in his
career, Mr. Lockhart worked with DeBeers Consolidated Mines Ltd. (diamond
exploration in Africa), Phelps Dodge Corp. (base metals and uranium in Eastern
Canada), and Benguet Consolidated, where he acted as Chief Geologist (base and
precious metals in the Philippines). Subsequently, his private company, Lockhart
Exploration Services Ltd. ("Lockhart Services"), has been involved in several
significant mineral discoveries, including the Hale-Myabo gold/copper deposit
(Philippines), the Minto, Beersville and Lakestream coal deposits (New
Brunswick), and the Lockhart Silica Mine quartz deposit (New Brunswick). Mr.
Lockhart has also been engaged in silver exploration (Morocco), Sapphire
exploration (Nunavut), and in gold and base metal exploration throughout Eastern
Canada. Mr. Lockhart, through Lockhart Services, has assisted in the
establishment of university-level exploration education courses in connection
with the United Nations Development Program (UNDP) in Burma, Saudi Arabia, and
the Philippines, and has also designed and taught prospecting courses for
provincial, territorial and federal government entities in Canada. Mr. Lockhart
has been a member of the Prospectors and Developers Association of Canada (the
"PDAC") for over 25 years, and is currently an honorary director of the PDAC. He
is also a member of the New Brunswick Prospectors and Developers Association
(former President), the Canadian Institute of Mining, Metalurgie and Petroleum
("CIM") (former President of the Geological Society), the New Brunswick CIM
(former Chairperson), and the Association of Exploration Geologists. Mr.
Lockhart obtained his Bachelor of Science degree in Geology from the University
of New Brunswick in 1961, and he subsequently returned to teach geology at the
University of New Brunswick from 1963 to 1966. He has been the President of
Lockhart Exploration Services Ltd., a consulting geological services firm, for
more than the past five years. Mr. Lockhart is also currently the Chief
Geologist and a Director of First Source Resources Inc., a public mining company
listed on TSX Venture, and has been since February 2008.
Peter Sindell, Vice-President, Business Development. Mr. Sindell has had more
than twenty years experience consulting to senior management on strategic
planning, business development, strategic partnerships, and sales and marketing.
He has consulted to Fortune 100 companies such as Allied-Signal Inc., Chase
Manhattan Bank, and IBM, Report On Business 500 firms such as Bell Canada,
Laurentian Bank, Manitoba Hydro, Mines Seleines Inc., and Telus Corporation, and
as well as to executives at start-up companies. Prior to his consulting career,
Mr. Sindell received honours degrees from Harvard and Stanford, taught at McGill
University, and co-founded Canada's first significant future studies think tank,
GAMMA. He has published widely in long range planning and is a co-author of The
Conserver Society. Mr. Sindell is currently the Vice-President of Compass
Atlantic, a mining finance consulting firm, and has been since 2001. He has been
a partner in Corporate Partners International, Inc., an international consulting
and marketing firm since August.
Robert Buckland, Vice-President, Project Planning. Robert Buckland is a graduate
of McGill University with a degree in English. He was President of the James
Bird design firm in the United Kingdom from 1971 to 1976. In 1994, Mr. Buckland
was engaged as consultant to Yellow Eagle Mining of Nevada, and subsequently
organized a financing for their Cripple Creek gold mine near Fairbanks, Alaska.
He also consulted on project funding for Vector Mining, operators of the Dun
Glen placer gold production in Nevada and for Gilead Mineral Corp., of Toronto,
Ontario developer of the Van Koughnet silver mine in Ontario. He has been the
President of Ocean Cooperative, a communications firm, since 1998. Mr. Buckland,
with Peter Sindell, was a founder in 2001 of Compass Atlantic, a mining finance
consulting firm and is currently the President.
Chris Arsenault, Director. Chris Arsenault began his business career in
technology as founder and CEO of SIT Inc., an international Internet integrator
that was sold to Ubizen of Belgium in 1999 he has been involved as an investor
and as a board member to a number of transactions at the seed stage level,
including the seed and follow-on financing of Airborne Entertainment Inc., which
was acquired by Cybird of Japan in June 2005 and was awarded Deal of the Year by
the Canadian Venture Capital & Private Equity Association ("CVCA"). Mr.
Arsenault was formerly a partner and entrepreneur in residence with Telesystem
Ltd, where, in addition to managing direct investments (such as Popcast
Communications Corp., Look Communications (TSX Venture) and Airborne
Entertainment Inc.), he was involved in the creation of up2 Technologies, a
subsidiary of Teleglobe Inc. which was then acquired by BCE Inc.; and i5 Corp.,
a subsidiary of Microcell Telecommunications Inc. which was acquired in 2005 by
Rogers Wireless Inc. Mr. Arsenault originally joined iNovia Capital Inc.
(formerly MSBi Capital) as a Partner in 2002, and is presently the Managing
Partner and Chief Operating Officer of iNovia Capital Inc. He is a Director of
several private companies including Callio Technologies Inc., CarboPur
Technologies Inc., DFT Microsystems Inc., Reflex Photonics Inc. and Plastic
Knowledge Inc. He serves as the Chairman of the 2008 Organization Committee and
as a board member of the CVCA.
George A. Duguay, Director. George A. Duguay has been a Director of GAC since
June 25, 2007 and has been the President of G. Duguay Services Inc. since
January 1989. From January 1989 to February 2006, was a partner of Duguay and
Ringler Corporate Services, a provider of corporate and financial administrative
services to public companies. G. Duguay Services Inc. continues to act as a
consultant to Duguay & Ringler Corporate Services now called Marreli & Drake
Corporate Services. In addition, since April 2003 he has been a Director of
Intrinsye Software International, Inc., a mobility software and services company
listed on the Toronto Stock Exchange ("TSX") and is Corporate Secretary of
Galantas Gold Corporation since July 2000 and of Titanium Corporation Inc. since
July 2001, both of which are listed on TSX Venture. He also was a founder of
Equity Transfer & Trust Company, a provider of transfer agency and corporate
trust services. For the period May 1993 to December 2004 he served as a Director
of Genesis Microchip Inc., the world's leading supplier of display image
processors listed on NASDAQ. Mr. Duguay is a Certified General Accountant and an
Associate of the Institute of Chartered Secretaries.
Joseph A. Hamilton, Director. Joseph Hamilton graduated from the University of
Toronto in 1985 with a Bachelor of Science (Honours) degree in Geology. After
working as a field geologist for 5 years, he went on to earn a Masters of
Science (Applied) in Mineral Exploration from Queen's University in 1991.
Subsequent to earning his Master's degree, he worked as field geologist in the
western hemisphere concentrating on gold and base metal deposits. Mr. Hamilton
was employed as a precious metals research analyst with Dundee Securities
Corporation from June 1997 to March 2003. He then held a similar position with
RBC Capital Markets, Global Mining Division from March 2003 to December 2004. He
joined African Copper PLC, a public company listed on TSX and the AIM market, as
Chief Operating Officer in January 2005 and was promoted to Chief Executive
Officer in January 2007. Mr. Hamilton resigned from African Copper PLC in June
2007 after successfully delineating, permitting, financing and constructing a
US$100 million copper mine and processing plant in Southern Africa. He has over
22 years' experience in the international mining industry. Mr. Hamilton serves
on the Board of Aurelian Resources Inc., a public mining company listed on TSX
and Mirabela Nickel Ltd., a public base metal company listed on the Australian
Stock Exchange. He is currently a member of the Association of Professional
Geoscientists of Ontario, the Association of Professional Engineers and
Geoscientists of Saskatchewan, Canada, the CFA Institute and The Institute of
Corporate Directors.
Jean Lamarre, Director. Since 1996, Jean Lamarre has been president of Lamarre
Consultants, which specializes in offering strategic planning and organizing
financing for companies that are in the process of setting themselves up or
expanding. Lamarre Consultants works principally with organizations based in
Quebec that specialize in the domains of life sciences, technology and adventure
tourism. Previously, he was International Vice-President of Canam Manac Group,
managing operations in Mexico, France, Venezuela and China. European
Vice-President of Lavalin Enterprises, based in Brussels, Belgium, where he was
responsible for overseeing the company's operations in Belgium, England and
Norway. He was also the financial and administrative Vice-President of Group
Lavalin Ltd. When he began with the company, he worked as an administrator in
Nigeria, Algeria, Guatemala and Senegal. Mr. Lamarre is a director of several
companies, including Semafo Inc. (a gold production company listed on TSX
Venture), Pebercan Inc. (an oil and gas company listed on the TSX) and Medical
Intelligence Technologies Inc. (a medical equipment company listed on TSX
Venture). He has a Bachelor of Arts degree in administrative affairs from HEC
Montreal, with a specialisation in applied economics.
Conditions precedent to closing the Transaction
The parties' obligations to complete the Transaction are subject to the
satisfaction of the usual conditions precedent, including but not limited to,
the parties being satisfied with the results of their due diligence reviews, GAC
shareholder approval for the Consolidation, the Continuance and the proposed
name change of GAC, board approval of Kimpar and GAC, the procurement by Kimpar
of a technical report in respect of its material mining claims that complies
with the requirements of NI 43-101, completion of the Private Placement, the
entering into of the Formal Agreement, and Exchange approval.
This press 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 press 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.
Grafico Azioni Greenfield Acquisition (TSXV:GAC.P)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Greenfield Acquisition (TSXV:GAC.P)
Storico
Da Giu 2023 a Giu 2024
