TORONTO, ONTARIO – GC-Global Capital Corp. (“Global Capital” or the “Company”) (TSX Venture Exchange “GDE.A”) announces today that it is proceeding with a non-brokered private placement of a maximum of 2,941,176 subscription receipts (“Subscription Receipts”) at a price of $0.34 per Subscription Receipt for aggregate maximum gross proceeds of $1,000,000 (the “Offering”).
Each Subscription Receipt will be deemed to have been exchanged for one common share of the Company (a “Common Share”) for no additional consideration, at 5:00 p.m. (Toronto time) on the earlier of: (i) the first business day after the completion of a spin-out transaction whereby all of the existing shareholders of the Company (which will not include holders of Subscription Receipts) shall receive common shares of the Company’s wholly-owned real estate investment company proportionate to their relative shareholdings in the Company; and (ii) six months following the date of issue of the Subscription Receipts.
As previously disclosed, the Company is in the process of obtaining all necessary approvals to distribute to its shareholders all of the outstanding common shares of its wholly-owned real estate investment company subsidiary in the form of a return of capital share distribution. As part of the process of the spin-out transaction, the subsidiary intends to file a prospectus in Ontario to qualify the secondary distribution by Global Capital to its shareholders of all of the subsidiary’s common shares.
All of the proceeds from the Offering will be released to the Company at closing, which is expected to occur on or about March 7, 2014. The net proceeds from the Offering will be used as working capital with respect to the Company’s merchant banking operations going forward. The Subscription Receipts will be subject to a hold period of four months plus a day in accordance with applicable securities laws. The Company intends to pay a finder’s fee of 4% in cash of the gross proceeds of the financing.
The Offering will be made by the Company on a best efforts basis.
Closing of the Offering is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.
About GC-Global Capital Corp.
Global Capital is a merchant bank, which provides bridge loan services, to companies across many industries such as oil & gas, mining, real estate, manufacturing, retail, financial services, technology and biotechnology. For further information, please contact Jason G. Ewart at (416) 488-7760 or visit Global Capital’s website at www.gcglobalcapital.ca .
Neither the 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.