GA Capital Announces Letter of Intent With LookNow Ltd.
27 October 2009 - 3:52AM
Marketwired
GA Capital Corp. ("GA Capital") (TSX VENTURE: GAC.P), a capital
pool company, is pleased to announce that it has today entered into
a non-binding letter of intent with LookNow Ltd. ("LookNow"), to
pursue a proposed business combination. LookNow , with offices in
Ottawa and New York City, provides a free online academic
productivity tool through its UniversityJunction.com website to
help undergraduate students achieve better grades by learning more
efficiently. It allows students to learn concepts outside of class
by collaborating with classmates and students taking similar
courses at any of another 118 universities that are presently
available through the website.
Pursuant to the letter of intent, it is proposed that the two
companies would be combined with shareholders of GA Capital
receiving 10% of the number of common shares of the combined or
surviving company on a fully-diluted basis. In conjunction with the
proposed transaction, LookNow intends to complete a private
placement to raise up to $3,000,000 on terms and conditions
acceptable to GA Capital.
Completion of the transaction is subject to a number of
conditions, including but not limited to, TSX Venture Exchange (the
"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.
Completion of the transaction is also subject to the execution
of a definitive agreement on or before November 30, 2009,
completion of a satisfactory due diligence review by both parties,
completion of LookNow's private placement and all required
shareholder, court and regulatory approvals, The final structure of
the business combination is to be determined after the receipt of
final tax, corporate and securities law advice for both
parties.
A $25,000 deposit has been provided by GA Capital to LookNow,
which would be repayable if the transaction is not completed.
If completed, the proposed transaction is expected to constitute
GA Capital's Qualifying Transaction as defined in Policy 2.4 of the
Exchange and is subject to compliance with all Exchange
requirements in this regard. A comprehensive press release with
further particulars relating to the proposed transaction will
follow in accordance with the policies of the Exchange.
GA Capital has 8,500,000 common shares issued and outstanding
(9,380,000 fully-diluted).
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 Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved or 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 & CEO
(647) 330-4711 alringler@bell.net
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