GMP Capital Trust completes conversion into corporation



    
    /NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
    THE UNITED STATES/
    

    TORONTO, May 15 /CNW/ - GMP Capital Inc. ("GMP" or the "Corporation") is
pleased to announce the completion of the previously announced plan of
arrangement resulting in the successful conversion of GMP Capital Trust (the
"Fund") from an income trust to a corporate entity. Pursuant to the plan of
arrangement:

    
    -   holders of Fund units and holders of Class B limited partner units of
        Griffiths McBurney L.P., other than the Fund's wholly-owned
        subsidiary, GMP Holding Trust, received one common share of the
        Corporation for each unit held;

    -   holders of preferred limited partner units of GMP Preferred L.P.
        received one Series A preferred share of the Corporation for each
        preferred limited partner unit held; and

    -   2,425,127 outstanding options to acquire units of GMP Capital Trust
        were exchanged, on a one-for-one basis, for options to purchase
        common shares of the Corporation and 2,014,975 outstanding options to
        acquire units of GMP Capital Trust were exchanged, on a 2.66-to-one
        basis, for 757,497 options to purchase common shares of the
        Corporation.
    

    "We look forward to once again operating under a corporate structure,
which will provide us with enhanced financial flexibility regarding the growth
and retention of capital," said Kevin Sullivan, Chief Executive Officer.
    The Corporation's common shares are expected to commence trading on the
Toronto Stock Exchange under the symbol "GMP" on May 20, 2009. The Corporation
has become a reporting issuer under Canadian provincial securities laws and
will continue to carry on the business previously conducted by the Fund and
its subsidiaries.

    ABOUT GMP CAPITAL INC.

    GMP Capital Inc. carries on business through the following principal
entities: GMP Securities L.P., Griffiths McBurney Corp., GMP Securities Europe
LLP, GMP Private Client L.P., EdgeStone Capital Partners, L.P. and GMP
Investment Management L.P. GMP Securities L.P. is a leading independent
Canadian investment dealer focused on investment banking and institutional
equities for corporate clients and institutional investors. GMP Securities
L.P. can be found on the web at gmpsecurities.com. Griffiths McBurney Corp.
services institutional clients in the United States while GMP Securities
Europe LLP provides investment banking and institutional equity services to
clients located in Europe. GMP Private Client L.P. is a full-service
investment firm focused on high-net-worth private investors that provides
wealth preservation, income and growth strategies delivered by seasoned
investment advisors. GMP Private Client L.P. can be found on the web at
gmpprivateclient.com. EdgeStone Capital Partners, L.P. is one of Canada's
leading private equity firms, providing capital, strategic direction and
business and financial advice to help promising mid-market and early stage
companies achieve their full potential. EdgeStone Capital Partners, L.P. can
be found on the web at edgestone.com. GMP Investment Management L.P., through
its private funds, seeks to generate superior risk-adjusted investment returns
over the long term by executing selected investment strategies. GMP Investment
Management L.P.'s offerings are aimed at both high-net-worth individuals and
institutional investors. The website is gmpcapital.com. GMP Capital Inc. has
offices in Toronto, Calgary, Montreal, Vancouver and London, England.

    Forward-Looking Statements

    This press release may contain "forward-looking statements" (as defined
under applicable securities laws) concerning anticipated future events,
results, circumstances, performance or expectations that are not historical
facts but instead represent our beliefs, expectations, estimates and
projections regarding future events, many of which, by their nature, are
inherently uncertain and beyond our control. These statements are not
guarantees of future performance and are subject to numerous risks and
uncertainties, including those described in GMP's regulatory filings, which
are available on GMP's website at gmpcapital.com and on SEDAR at sedar.com.
GMP's primary business activities, by their nature, are both competitive and
subject to various risks. These risks include market, credit, liquidity,
operational and regulatory risks and other risk factors including, without
limitation, variations in the value of securities, the volatility and
liquidity of equity trading markets, the volume of new financings and mergers
and acquisitions, competition in the marketplace for suitable investments,
sustainability of fees, nature and type of portfolio company investments,
ability to realize carried interest entitlements and dependence on key
personnel. Other factors, such as general economic conditions also may have an
impact on the GMP's results of operations. Many of these risks and
uncertainties can affect our actual results and could cause our actual results
to differ materially from those expressed or implied in any forward-looking
statement made by us or on our behalf. Except as required by applicable law,
we undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.





For further information:

For further information: GMP Capital Inc.: Rocco Colella, Director,
Investor Relations, 145 King Street West, Suite 300, Toronto, Ontario, M5H
1J8, Tel: (416) 941-0894, Fax: (416) 943-6175, rcolella@gmpcapital.com;
alternatively: investorrelations@gmpcapital.com


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