GA Capital Corp. (TSX VENTURE: GAC.P) ("GAC") is pleased to
announce that Kimpar Resources Inc. ("Kimpar") has completed an
updated National Instrument 43-101 ("NI 43-101") technical report
from Geoffrey S. Carter, P. Eng. of Broad Oak Associates Inc.
("BOA"), in respect of certain of Kimpar's mineral exploration
properties (the "BOA Report"). As previously announced, GAC intends
to complete a business combination (the "Transaction") with Kimpar,
which if completed, is expected to constitute GAC's qualifying
transaction for purposes of Policy 2.4 of the TSX Venture Exchange
Corporate Finance Manual.
About Kimpar
Kimpar is a recently formed company engaged in the acquisition
and exploration of mineral resource properties and the parallel
acquisition and exploration of quarry properties for the production
of dimension stone and aggregates.
Kimpar currently owns certain copper-molybdenum claims (the
"Vortex Property"), as well as a portfolio of other mineral
exploration properties including 42 claims contiguous with the
former Madeleine copper mine and a block of perlite and bentonite
claims at Mt. Tuzo. The company additionally owns four permitted
hard-rock and aggregate quarries. All currently held properties are
in the central Gaspe peninsula in the Province of Quebec.
The BOA Report pertains only to the Vortex Property.
Geological Context
The Vortex Property is located a few kilometres southeast of the
Mount McGerrigle felsic batholith of post-lower Devonian Age. This
intrusive has related stocks, dykes and sills of felsic to
intermediate composition, as well as of mafic composition.
Metal-based minerals were a part of the composition of many of
these igneous rocks. These igneous rocks intruded the fine-grained
calcareous marine rocks deposited during the Silurian and Devonian
period. Sedimentary rocks, chemically very suitable hosts for the
deposition of these minerals, currently form a series of SW/NE
trending synclines and anticlines that are hundreds of kilometres
long and exceed 50 kilometres in width. In this area of the Gaspe,
the Madeleine River South Fault forms the north boundary of this
basin (trench). The Restigouche Grande Pabos Fault forms the south
boundary. Paralleling the Madeline River South Fault, but seldom
more than 10 kilometres south of the fault, are more than 30
individual granitic to dioritic stocks and sills intruded into the
Silurian and Devonian marine formations. These stocks and sills are
found over a west to east distance of 50 kilometres.
Lac Madeleine is located at the midpoint, just southeast of the
Mount McGerrigle batholith. Numerous quartz and quartz-carbonate
vein systems, frequently containing base metals, accompany these
intrusive rocks. Copper, zinc, molybdenum, lead, gold, silver, and
other metals were deposited with these intrusive rocks in the lower
Devonian or Silurian age St-Lyon (and similar) limey siltstone
rocks that are favourable for hosting metaliferous deposits. The
underground and open-pit Gaspe Copper Mine, located 25 kilometres
to the northeast of Lac Madeleine at Murdochville (65 degrees 31'W
and 48 degrees 58'N), Mine Vital (former Federal Lead Zinc Mine)
within the Lemieux Dome, located 25 kilometres west of Lac
Madeleine (66 degrees 08'W and 48 degrees 47'N), and the Sullipek
Copper Mine (now within the Vortex Property), which has never been
mined, situated 7 kilometres west of Lac Madeleine (65 degrees 58'W
and 48 degrees 52'N) are each examples of this genetic model.
Other formerly producing copper mines located close to this
prospect are the Mine Madeleine mine, now a Kimpar property, (18
kilometres northwest at 66 degrees 01'W and 49 degrees 00'N) and
the Candiago Mine (27 kilometres northwest).
Description of the Vortex Property
The Vortex Property consists of 122 claims for a total of 3,811
hectares, the equivalent of 38.1 square kilometers, and is located
approximately 25 kilometers west of the town of Murdochville in the
Gaspe region of Quebec. The actual coordinates of the property are
Longitude: 65 degrees 50' West Latitude: 48 degrees 51' North 500
kilometers east of Quebec City, 50 kilometers south of Ste Anne des
Monts.
According to the BOA Report, the discovery and subsequent
exploration of the Sullipek copper deposit, which is located within
the Vortex Property, occurred during late 1950s to the early 1970s
during significant exploration by the Sullivan Mining Group, as
well as by other companies, including Noranda Inc. (owner of the
Gaspe Copper Mine located 30 kilometers to the east). Exploration
drilling on the main Sullipek deposit has totaled more than 30,000
meters. This exploration drilling, together with underground
development, has produced an historical resource of 4,097,000
tonnes of 1.02% copper, or 5,906,000 tonnes of 0.82% copper (with
associated molybdenum), depending on the resource cut-off grade.
The BOA Report relied in part on a historic resource report
prepared by Systemes Geostat International Inc. dated December 10,
1993, which employed computer modeling and kriging to classify the
historical resource as Class II Measured Resource, with geological
reserves of 5.9 million tonnes at a grade of 0.82% copper
("Ressources Mesurees Classe II, reserves geologique de 5.9
millions de tonnes a 0.82% cuivre sans Coupure").
Note on Historical Resource Estimates
The sampling method and approach regarding the historical data
was done to industry standards at the time, which was prior to the
implementation of NI 43-101 and therefore would not be compliant
with NI 43-101. These historical resource estimates are based on
data and reports obtained and prepared by previous operators, are
considered to be relevant, and are believed to be reliable based on
the amount and quality of historic work completed. Neither Kimpar,
GA nor BOA has completed the work necessary to independently verify
the classification of the historical mineral resource estimates as
current NI 43-101 - defined mineral resources. Neither Kimpar, GA,
nor BOA are treating the historical mineral resource estimates as
current NI 43-101 - defined resources. These historical estimates
should therefore not be relied upon.
Historical Exploration of Vortex Property Beyond the Sullipek
Deposit
The BOA Report indicates that, for reasons unknown, that part of
the present Vortex Property that lies between the Noranda claims
and Lac Madeleine appears not to have been explored in any detail.
The Quebec Department of Mines has no record of claims recorded in
the 3 kilometer area between the Xstrata claims and Lac Madeleine.
Additionally, no records of exploration work have been located,
indicating that no significant exploration has been completed over
the northern half of the current Madeleine des Vercheres claim
block. The area around Lac Madeleine has no record of claim
staking.
According to the BOA Report, the exploration east of the main
Sullipek deposit completed by Noranda in the late 1990s suggested
that copper grades increased with depth and seemed to have good
potential. Until now, lack of exploration funding has prevented the
completion of adequate exploration of what the BOA Report describes
as "this promising target area."
According to the BOA Report, Soquem and Xstrata, in a joint
venture commenced in 1985 called Project Valieres, established a
block of 155 claims adjacent to the south boundary of the claim
blocks noted above. Xstrata (formerly Noranda Mines) has completed
several exploration campaigns on this area with the last work
completed during 1995 to 2001. The work included drilling,
mineralogical studies of the core and some geochemistry. The
similarity of the rock alteration between the Gaspe Copper Mine
rocks and the Sullipek rocks was noted, as was the potential at
Sullipek for both skarn and porphyry copper deposits with
associated gold. Special note was made of the need to acquire the
properties to the north that include the present Vortex Property.
It was also noted that there was a greater possibility for success
at depth to the north and east of the Xstrata claims, an area which
is where the Vortex Property is located.
Recent Exploration
Kimpar has recently completed an Impulse System Electromagnetic
and Magnetic Survey over the Vortex Property. These studies have
been completed and plotted and are now being interpreted, but
according to the BOA Report it is apparent from the preliminary
data that there are several targets on the Vortex Property that
warrant further exploration.
Planned Exploration Program
According to the BOA Report, the Vortex Property is of
sufficient merit to justify a two-phase program.
Phase I:
The BOA Report recommends that Kimpar employ prospectors,
geological mapping, geochemistry, ground geophysics, trenching and
the reopening and securing of safe access to the existing adit and
its drifts to update all historical data relating to the Vortex
Property and to confirm and explore the Sullipek Project and areas
adjacent. This information, with the results of the recent
helicopter magnetic and impulse electro-magnetic survey completed
over the entire Vortex Property, is expected to determine the
location of three drill holes that will facilitate evaluation and
exploration of the properties, as well as assist in preparation of
a pre-feasibility study of the Sullipek deposit, should results
warrant. The estimated cost of the Phase I exploration program is
$1,500,000.
Phase II:
A field program of continued surface exploration, as justified
by results of the Phase I program, was recommended by the BOA
Report. This program should continue exploration of the surface
target areas east of Sullipek and at Lac Madeleine, as developed by
Phase I, and continue evaluation of the Sullipek deposit in
preparation for a pre-feasibility study. The estimated cost of the
Phase II exploration program is $2,000,000.
Qualified Person
Geoffrey S. Carter, P. Eng., of Broad Oak Associates Inc., a
Professional Engineer in Ontario, a member of the Professional
Engineering Association of Manitoba and a member of the Canadian
Institute of Mining and Metallurgy, is the author of the BOA Report
and an independent Qualified Person under NI 43-101. He has
reviewed and approved the technical disclosure in this news
release.
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, board approval of Kimpar and GAC,
completion of a private placement financing, the entering into of a
formal acquisition 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.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Transaction and has neither approved nor disapproved
the contents of this press release.
Contacts: GA Capital Corp. J. Allan Ringler President &
Chief Executive Officer (647) 330-4711 Email:
ringler2805@rogers.com
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