GAC: furtherance of transaction with Kimpar Resources

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Kimpar Resources Inc is a recently formed company that is engaged in theacquisition and exploration of mineral resource properties in theProvince of Quebec. Kimpar is in the process of completing a seriesof 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 thefollowing interest in four blocks of copper-molybdenum claims:
Geological Context
Areas of mineral alteration are associated with metal ores. Thereare several such areas in the Gaspe Peninsula in the Province ofQuebec. A relatively small alteration area around Murdochvillehosted the Gaspe Mine, one of the largest copper mines in NorthAmerica. It produced 141.6 million tonnes of 0.85% Cu with Mo fromCopper Mountain between 1954 and 1999.
Much larger areas of mineral alteration (referred to hereincollectively as the Federal, Sullipek, Madeleine or "FSM" area)located to the west, peripheral to the McGerrigle Batholith, andalong the Shickshock Fault, and paralleling the Madeline RiverSouth Fault. The FSM area covers the eastern portion of a corridorof sedimentary rocks more than 100 kilometers long that includelimestone beds hosting sulphide base and precious metals depositsformed from intruding younger hot igneous metal-rich solutions. TheKimpar Vortex claims lie within this FSM area. Mineralization ispresent in veins, in fracture zones, and as disseminations withinthe calcareous sedimentary rocks and the intruding igneous rocks.
Much of this area remains only sparsely explored, although it hasseen commercial mining at the old Madeleine mine, which produced8.1 Mt @ 1.08% Cu and 9.0 g/t Ag between 1969 to 1982; the Candegomine, which produced 70,500 tonnes of 6.35% Pb, 4.28% Zn, 170 g/tAg and 0.68 g/t Au; the Lemieux Dome area, which includes theformer Federal mine, the Pioneer Mine and the Brandy Brook Mine,each with several veins, which were mined primarily for lead andzinc 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 fromMines Gaspe and three pegmatite-type deposits in the Abitibi Region(pp 10/11). The Sullipek deposit is listed as a molybdenumoccurrence with skarn and porphyry Cu.
Comments on Historical Resources
All historical resource estimates quoted herein are based on dataand reports obtained and prepared by previous operators. Suchhistorical resource estimates are considered to be relevant, andare believed to be reliable based on the amount and quality ofhistoric work completed. Kimpar has not completed the worknecessary to independently verify the classification of the mineralresource estimates. Kimpar is not treating these historicalresource estimates as NI43-101 defined resources verified by aqualified person. These historical resource estimates should not berelied upon as they pre-date NI43-101 and are not NI43-101compliant. The properties will require considerable furtherevaluation which Kimpar's management and consultants intend tocarry out in due course.
The technical portion of this news release has been prepared underthe supervision of Geoffrey S. Carter, a Qualified Person asdefined by NI43-101.
Other Properties of Kimpar
Kimpar recently acquired the Nightstone Quarry, which includes onemain BEX (Bail Exclusif d'Exploitation) with designated rights toextract material from the quarry from the Ressources naturelles etFaune Quebec, in the Gaspe Peninsula in the Province of Quebec onRoute 299. The deposit located on the claims is comprised of anelevated ridge of fine-grained black basalt. If further explorationestablishes commercial quantities of unfractured rock within thedeposit, the Nightstone Quarry would be the only source in NorthAmerica of the dimension stone known commercially as "absoluteblack granite.". Slabs of decorative granite find wide applicationas cladding for buildings and in commercial and domestic interiors,including countertops, tiles and flooring. Where fractured orotherwise unsuitable as dimension stone, the Nightstone product canbe marketed as hard aggregate for concrete and asphalt manufactureand road construction, as "rip rap" to control erosion and supportroads, bridges and marine installations or, milled to a specificparticle size, as the raw material for the manufacture of compositestone countertop slabs.
Kimpar also recently acquired the Richmond gabbro rock quarrylocated north of New Richmond, Quebec; and two high grade aggregatequarries located at Carleton, Quebec. Kimpar also holds 32 claimscomprising 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 Acton June 9, 2008. The registered and records office of Kimpar, aswell as its head office, is located at 408 McGill, Montreal(Quebec) H2Y 2G1.
Upon completion of the Kimpar Reorganization, Kimpar will have13,500,000 Class A common shares (the "Kimpar Common Shares")issued and outstanding, and no stock options, warrants or otherdilution as of the date hereof.
Upon completion of the Kimpar Reorganization, the principalshareholders of Kimpar will be ACT Capital Trust of Montreal,Quebec (a trust the beneficiaries of which are Chris Arsenault ofMontreal, Quebec and members of his family), Vital Arsenault ofBonaventure, Quebec and C.L. Beaudet Trust of Montreal, Quebec (atrust the beneficiaries of which are Charles Beaudet of Montreal,Quebec and members of his family and friends), who will ownapproximately 31.07%, 11.55% and 11.11%, respectively, of the thenoutstanding Kimpar Common Shares, prior to completion of theTransaction. The remainder of the Kimpar Common Shares will be heldby twenty-three (23) shareholders (including directors and officersof Kimpar, none of whom will hold 10% or more of the issued andoutstanding Kimpar Common Shares.
Kimpar has not at this time prepared any financial statements. Anupdating press release will follow once financial information inrespect of Kimpar is available. Kimpar will prepare auditedconsolidated financial statements as part of the Filing Statementin connection with the Transaction to be prepared and filed onSEDAR.
Transaction Summary
The Transaction will be effected by way of a three-corneredamalgamation (the "Amalgamation"), pursuant to which a newly formedwholly-owned subsidiary of GAC will amalgamate with Kimpar,resulting in the amalgamated company becoming a wholly-ownedsubsidiary of GAC. As a result of the Amalgamation, theshareholders of Kimpar will receive one New GAC Share (as definedbelow), at a deemed price of $1.00 per share for each Kimpar CommonShare. The Transaction will be subject to the entering into of aformal amalgamation agreement (the "Formal Agreement") containingcustomary representations and warranties for parties acting atarm's length in similar transactions. The following matters willalso occur prior to, or in connection with, the Transaction:
Kimpar will use its commercially reasonable efforts to complete aprivate placement of 4,200,000 subscription receipts for aggregategross proceeds of up to $4,500,000 (the "Private Placement"). Ofthe subscription receipts, 3,000,000 shall be sold at a price of$1.00 per receipt and each shall entitle the holder to receive oneunit of Kimpar (each a "Unit") with each Unit consisting of oneKimpar Common Share and one-half of one share purchase warrant ofKimpar (each whole common share purchase warrant, a "Warrant"). Thebalance of 1,200,000 subscription receipts shall be sold at a priceof $1.25 per receipt and shall each entitle the holder to receiveflow-through units of Kimpar (the "FT Units"). Each FT Unit shallconsist of one Kimpar Common Share issued on a "flow-through" basispursuant to the Income Tax Act (Canada) and one-half of oneWarrant. Each Warrant will be exercisable to acquire one KimparCommon Share at a price of $1.50 per share for 12 months from thedate of issuance. It is expected that 50% of the gross proceedsfrom the Private Placement will be released at the closing of thePrivate Placement and concurrent with the execution of the FormalAgreement. The balance of the proceeds from the Private Placementwill be held in escrow until the closing of the Transaction.
The proceeds from the Private Placement will be used for theexploration and development of the Vortex copper-molybdenum claimsand the Nightstone Quarry, as well as for general working capitalpurposes. Kimpar may also engage an agent or agents in connectionwith the Private Placement ("Agents") to arrange for subscriptionsunder the Private Placement. The finder's fee payable to the Agentsshall be 8% of the gross proceeds from the sale of the securitiesof Kimpar under the Private Placement. In addition, Kimpar maygrant to the Agents a number of options ("Kimpar Agent's Options")that is equal to 8% of the number of securities of Kimpar sold bythe Agents under the Private Placement. Each Kimpar Agent's Optionwill 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 theKimpar Common Shares will receive one New GAC Share with a deemedvalue of $1.00 per share for each share owned; and (ii) the holdersof the outstanding agents' options, stock options and Warrants ofKimpar will be replaced with agents' options, stock options andshare purchase warrants of GAC, with identical terms.
After completion of the Transaction and the maximum PrivatePlacement, the current Kimpar shareholders will hold approximately65.75% of the New GAC Shares, the current GAC shareholders willhold approximately 13.80% of the New GAC Shares, and thesubscribers 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 partyof GAC has any interest in Kimpar. Accordingly, the Transactionwill not, as currently contemplated, be subject to approval by theshareholders of GAC.
GAC and Kimpar confirm that there are no finder's fees or othersimilar fees payable to any person or party with respect to theTransaction.
GAC has applied for an exemption from the sponsorship requirementsin connection with the Transaction.
GAC also announces it has reserved a price of $0.333 per sharepre-Consolidation ($1.00 per New GAC Share) for the grant of stockoptions to acquire up to 10% of the number of issued andoutstanding New GAC Shares (the "Stock Options") in the event theTransaction and the Private Placement are completed. The grant ofthe Stock Options is subject to regulatory approval. The StockOptions may be granted to directors, officers, employees andconsultants of the resulting issuer, as determined by the Board ofDirectors of the resulting issuer following the completion of theTransaction.
Insiders of the Resulting Issuer
Upon completion of the Transaction, the Board of Directors of theresulting issuer will consist of Vital Arsenault, Chris Arsenaultand 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 Ringleras Chief Executive Officer, Vital Arsenault as Chief OperatingOfficer, 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, Presidentand a Director of GAC. He has been the President of Allan RinglerServices Inc. since January 1989, and was a partner of Duguay andRingler Corporate Services, a provider of corporate and financialadministrative services to public companies, until February 2006.From July 2006 to July 31, 2007, Mr. Ringler was a salesrepresentative with Remax Orillia Realty (1996) Ltd. He co-foundedEquity Transfer & Trust, a provider of transfer agent andcorporate trust services and served as President from 2002 to 2006.He has been a Director of Grey Horse Corp., the parent company ofEquity Transfer & Trust, since 2004. Mr. Ringler holds both aBachelor of Arts degree from the University of Western Ontario anda Bachelor of Commerce degree from the University of Windsor. He isa Certified Management Accountant and a member of the Institute ofChartered Secretaries and Administrators of Canada.
Vital Arsenault, Chief Operating Officer and Director. VitalArsenault has owned and managed a series of motor vehicledealerships, including Prestige Ford Mercury Inc. in New Richmond,Quebec, Gaspesie Auto (Hyundai) in Bonaventure, Quebec and GarageLV Arsenault (Lada, Suzuki, and Arctic Cat dealerships) inBonaventure, Quebec. In 1986 after completing his prospectorcourse, he resigned from his dealership businesses and startedexploring in the Gaspe region of Quebec. Since 1986, he hasparticipated in a number of discoveries and concluded transactionswith small and large publicly traded mining companies. Over thelast five years, Mr. Arsenault has acted as President and CEO ofASPM 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 iscurrently the Chief Financial Officer and a Director of GAC. He hasmore than 16 years of financial, capital markets and operatingexperience specializing in the mining sector. Since September 2004,he has been the Chief Financial Officer of African Copper PLC, amining exploration and development company. He has been the ChiefFinancial Officer, an officer and/or director of several publicresource and non-resource companies, including TitaniumCorporation, Atikwa Minerals Corporation, MineGem Inc. Mr. Kipp wasformerly employed by Deloitte and Touche Corporate Finance CanadaLimited in the capacity of Vice-President and Director, where hewas a member of its corporate finance group providing global mergerand acquisition services. He received a Bachelor of Arts degreefrom the University of Western Ontario, his Honours BusinessAdministration (Finance) from Ivey School of Business in 1988, hisChartered Accountant designation in 1991 and his CharteredFinancial Analyst designation in 1997. Mr. Kipp is a member of theCFA Institute and the Institute of Chartered Accountants ofOntario.
A. Wayne Lockhart, Chief Geologist. Mr. Lockhart has been involvedin mineral deposit prospecting, exploration and development forover 35 years. Early in his career, Mr. Lockhart worked withDeBeers Consolidated Mines Ltd. (diamond exploration in Africa),Phelps Dodge Corp. (base metals and uranium in Eastern Canada), andBenguet Consolidated, where he acted as Chief Geologist (base andprecious metals in the Philippines). Subsequently, his privatecompany, Lockhart Exploration Services Ltd. ("Lockhart Services"),has been involved in several significant mineral discoveries,including the Hale-Myabo gold/copper deposit (Philippines), theMinto, Beersville and Lakestream coal deposits (New Brunswick), andthe 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 metalexploration throughout Eastern Canada. Mr. Lockhart, throughLockhart Services, has assisted in the establishment ofuniversity-level exploration education courses in connection withthe United Nations Development Program (UNDP) in Burma, SaudiArabia, and the Philippines, and has also designed and taughtprospecting courses for provincial, territorial and federalgovernment entities in Canada. Mr. Lockhart has been a member ofthe Prospectors and Developers Association of Canada (the "PDAC")for over 25 years, and is currently an honorary director of thePDAC. He is also a member of the New Brunswick Prospectors andDevelopers Association (former President), the Canadian Instituteof Mining, Metalurgie and Petroleum ("CIM") (former President ofthe Geological Society), the New Brunswick CIM (formerChairperson), and the Association of Exploration Geologists. Mr.Lockhart obtained his Bachelor of Science degree in Geology fromthe University of New Brunswick in 1961, and he subsequentlyreturned to teach geology at the University of New Brunswick from1963 to 1966. He has been the President of Lockhart ExplorationServices Ltd., a consulting geological services firm, for more thanthe past five years. Mr. Lockhart is also currently the ChiefGeologist and a Director of First Source Resources Inc., a publicmining company listed on TSX Venture, and has been since February2008.
Peter Sindell, Vice-President, Business Development. Mr. Sindellhas had more than twenty years experience consulting to seniormanagement on strategic planning, business development, strategicpartnerships, and sales and marketing. He has consulted to Fortune100 companies such as Allied-Signal Inc., Chase Manhattan Bank, andIBM, Report On Business 500 firms such as Bell Canada, LaurentianBank, Manitoba Hydro, Mines Seleines Inc., and Telus Corporation,and as well as to executives at start-up companies. Prior to hisconsulting career, Mr. Sindell received honours degrees fromHarvard and Stanford, taught at McGill University, and co-foundedCanada's first significant future studies think tank, GAMMA. He haspublished widely in long range planning and is a co-author of TheConserver Society. Mr. Sindell is currently the Vice-President ofCompass Atlantic, a mining finance consulting firm, and has beensince 2001. He has been a partner in Corporate PartnersInternational, Inc., an international consulting and marketing firmsince August.
Robert Buckland, Vice-President, Project Planning. Robert Bucklandis a graduate of McGill University with a degree in English. He wasPresident of the James Bird design firm in the United Kingdom from1971 to 1976. In 1994, Mr. Buckland was engaged as consultant toYellow Eagle Mining of Nevada, and subsequently organized afinancing for their Cripple Creek gold mine near Fairbanks, Alaska.He also consulted on project funding for Vector Mining, operatorsof the Dun Glen placer gold production in Nevada and for GileadMineral Corp., of Toronto, Ontario developer of the Van Koughnetsilver mine in Ontario. He has been the President of OceanCooperative, a communications firm, since 1998. Mr. Buckland, withPeter Sindell, was a founder in 2001 of Compass Atlantic, a miningfinance consulting firm and is currently the President.
Chris Arsenault, Director. Chris Arsenault began his businesscareer in technology as founder and CEO of SIT Inc., aninternational Internet integrator that was sold to Ubizen ofBelgium in 1999 he has been involved as an investor and as a boardmember to a number of transactions at the seed stage level,including the seed and follow-on financing of AirborneEntertainment Inc., which was acquired by Cybird of Japan in June2005 and was awarded Deal of the Year by the Canadian VentureCapital & Private Equity Association ("CVCA"). Mr. Arsenaultwas formerly a partner and entrepreneur in residence withTelesystem Ltd, where, in addition to managing direct investments(such as Popcast Communications Corp., Look Communications (TSXVenture) and Airborne Entertainment Inc.), he was involved in thecreation of up2 Technologies, a subsidiary of Teleglobe Inc. whichwas then acquired by BCE Inc.; and i5 Corp., a subsidiary ofMicrocell Telecommunications Inc. which was acquired in 2005 byRogers Wireless Inc. Mr. Arsenault originally joined iNovia CapitalInc. (formerly MSBi Capital) as a Partner in 2002, and is presentlythe Managing Partner and Chief Operating Officer of iNovia CapitalInc. He is a Director of several private companies including CallioTechnologies Inc., CarboPur Technologies Inc., DFT MicrosystemsInc., Reflex Photonics Inc. and Plastic Knowledge Inc. He serves asthe Chairman of the 2008 Organization Committee and as a boardmember of the CVCA.
George A. Duguay, Director. George A. Duguay has been a Director ofGAC since June 25, 2007 and has been the President of G. DuguayServices Inc. since January 1989. From January 1989 to February2006, was a partner of Duguay and Ringler Corporate Services, aprovider of corporate and financial administrative services topublic companies. G. Duguay Services Inc. continues to act as aconsultant to Duguay & Ringler Corporate Services now calledMarreli & Drake Corporate Services. In addition, since April2003 he has been a Director of Intrinsye Software International,Inc., a mobility software and services company listed on theToronto Stock Exchange ("TSX") and is Corporate Secretary ofGalantas Gold Corporation since July 2000 and of TitaniumCorporation Inc. since July 2001, both of which are listed on TSXVenture. He also was a founder of Equity Transfer & TrustCompany, a provider of transfer agency and corporate trustservices. For the period May 1993 to December 2004 he served as aDirector of Genesis Microchip Inc., the world's leading supplier ofdisplay image processors listed on NASDAQ. Mr. Duguay is aCertified General Accountant and an Associate of the Institute ofChartered Secretaries.
Joseph A. Hamilton, Director. Joseph Hamilton graduated from theUniversity 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 MineralExploration from Queen's University in 1991. Subsequent to earninghis Master's degree, he worked as field geologist in the westernhemisphere concentrating on gold and base metal deposits. Mr.Hamilton was employed as a precious metals research analyst withDundee Securities Corporation from June 1997 to March 2003. He thenheld a similar position with RBC Capital Markets, Global MiningDivision from March 2003 to December 2004. He joined African CopperPLC, a public company listed on TSX and the AIM market, as ChiefOperating Officer in January 2005 and was promoted to ChiefExecutive Officer in January 2007. Mr. Hamilton resigned fromAfrican Copper PLC in June 2007 after successfully delineating,permitting, financing and constructing a US$100 million copper mineand processing plant in Southern Africa. He has over 22 years'experience in the international mining industry. Mr. Hamiltonserves on the Board of Aurelian Resources Inc., a public miningcompany listed on TSX and Mirabela Nickel Ltd., a public base metalcompany listed on the Australian Stock Exchange. He is currently amember of the Association of Professional Geoscientists of Ontario,the Association of Professional Engineers and Geoscientists ofSaskatchewan, Canada, the CFA Institute and The Institute ofCorporate Directors.
Jean Lamarre, Director. Since 1996, Jean Lamarre has been presidentof Lamarre Consultants, which specializes in offering strategicplanning and organizing financing for companies that are in theprocess of setting themselves up or expanding. Lamarre Consultantsworks principally with organizations based in Quebec thatspecialize in the domains of life sciences, technology andadventure tourism. Previously, he was International Vice-Presidentof Canam Manac Group, managing operations in Mexico, France,Venezuela and China. European Vice-President of LavalinEnterprises, based in Brussels, Belgium, where he was responsiblefor overseeing the company's operations in Belgium, England andNorway. He was also the financial and administrative Vice-Presidentof Group Lavalin Ltd. When he began with the company, he worked asan 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 IntelligenceTechnologies Inc. (a medical equipment company listed on TSXVenture). He has a Bachelor of Arts degree in administrativeaffairs from HEC Montreal, with a specialisation in appliedeconomics.
Conditions precedent to closing the Transaction
The parties' obligations to complete the Transaction are subject tothe satisfaction of the usual conditions precedent, including butnot limited to, the parties being satisfied with the results oftheir due diligence reviews, GAC shareholder approval for theConsolidation, the Continuance and the proposed name change of GAC,board approval of Kimpar and GAC, the procurement by Kimpar of atechnical report in respect of its material mining claims thatcomplies with the requirements of NI 43-101, completion of thePrivate Placement, the entering into of the Formal Agreement, andExchange approval.
This press release may contain forward-looking information withrespect 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 forwardlooking wording such as "may", "will", "expect", "estimate","anticipate", "intend", "believe", and "continue" or the negativethereof and similar variations. The completion of the Transactionand the future business, operations and performance of GACdiscussed herein could differ materially from those expressed orimplied by such statements. Such forward-looking information isqualified in its entirety by the inherent risks and uncertaintiessurrounding future expectations, including that the Transactioncontemplated herein is completed. Forward-looking information isbased on a number of assumptions which may prove to be incorrect,including, but not limited to the ability of GAC and Kimpar tocomplete the Transaction and related transactions described thereinor to satisfy the requirements of the Exchange with respect to theTransaction. The cautionary statements qualify all forward-lookinginformation attributable to GAC and Kimpar and persons acting ontheir behalves. Unless otherwise stated, all forward lookinginformation speaks only as of the date of this press release andGAC and Kimpar have no obligations to update such informationexcept as required by law.
Completion of the Transaction is subject to a number of conditions,including but not limited to, Exchange acceptance and if applicablepursuant to Exchange Requirements, majority of the minorityshareholder approval. Where applicable, the Transaction cannotclose until the required shareholder approval is obtained. Therecan be no assurance that the Transaction will be completed asproposed or at all.
Investors are cautioned that, except as disclosed in the managementinformation circular or filing statement to be prepared inconnection with the Transaction, any information released orreceived with respect to the Transaction may not be accurate orcomplete and should not be relied upon. Trading in the securitiesof 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, asamended, and may not be offered or sold within the United States orto, or for the account or benefit of, U.S. persons absent U.S.registration or an applicable exemption from U.S. registrationrequirements. This release does not constitute an offer for sale ofsecurities in the United States.


The TSX Venture Exchange Inc. has in no way passed upon the meritsof the Transaction and has neither approved nor disapproved thecontents of this press release.