GT Canada Capital Corporation announces change to qualifying transaction



    TSX-V: MOB.P

    TORONTO, Aug. 10 /CNW/ - GT Canada Capital Corporation ("GT Canada"), a
capital pool company listed on the TSX Venture Exchange, announced today that
it has changed the property it intends to acquire as its qualifying
transaction. Instead of acquiring a medical office building known as "Guelph
Medical Place" (the "Guelph Property"), GT Canada now intends to acquire a
medical office building in Hamilton, Ontario known as the Queenston
Medical-Dental Centre (the "Hamilton Property").
    In connection with this change, GT Canada and 941703 Ontario Limited, the
owner of the Hamilton Property (the "Vendor"), have entered into a letter of
intent relating to the proposed sale of the Hamilton Property to GT Canada
(the "LOI"). The LOI contemplates that, subject to the satisfaction of certain
conditions, GT Canada would purchase the Hamilton Property for a price that is
equivalent to an 8.25% capitalization rate based on the Hamilton Property's
projected net operating income over the next 12 months. In connection with the
acquisition, GT Canada also intends to complete a private placement of common
shares for gross proceeds of up to $2,000,000.
    The Hamilton Property is a three storey medical office building located
on the north side of Queenston Road, west of Nash Road, in east-central
Hamilton. The building was constructed in 1992, is currently 100% leased and
is managed by CMD Management Limited. The Vendor is a company which is owned
by Thornley Holdings Limited and two individuals who are not related to GT
Canada. Each of Thornley Holdings Limited and CMD Management Limited is a
corporation that is indirectly controlled by Edward Thornley (a director of GT
Canada) and owned by Edward Thornley and Darren Thornley (an officer of GT
Canada).
    Completion of the transaction is subject to a number of conditions,
including TSX Venture Exchange ("TSXV") approval, completion of the private
placement described above, satisfactory completion of GT Canada's due
diligence investigations of the Hamilton Property and the execution of a
definitive purchase agreement. As the transaction is a non-arm's length
transaction, the transaction will also require GT Canada shareholder approval.
    There can be no assurance that the transaction will be completed on the
terms described as proposed or at all.
    If and when a definitive purchase agreement with respect to the
transaction is executed, GT Canada will issue a further press release in
accordance with TSXV requirements, including further information regarding the
terms of the transaction, summary financial information and details on
insiders of the resulting issuer.

    Reader Advisory

    This news release contains "forward-looking statements" within the
meaning of applicable securities laws relating to the proposal to complete the
proposed transaction, including statements regarding the terms and conditions
of the proposed transaction. Readers are cautioned not to place undue reliance
on forward-looking statements. Actual results and developments may differ
materially from those contemplated by these statements depending on, among
other things, the risks that the parties will not proceed with the proposed
transaction, that the ultimate terms of the proposed transaction will differ
from those that currently are contemplated, and that the proposed transaction
will not be successfully completed for any reason (including the failure to
obtain the required financing, TSXV approval or shareholder approval). The
factors identified above are not intended to represent a complete list of the
factors that could affect GT Canada. Additional factors are noted under "Risk
Factors" in GT Canada's initial public offering prospectus dated March 7,
2008, a copy of which may be obtained on the SEDAR website at www.sedar.com.
    Completion of the transaction is subject to a number of conditions,
including but not limited to TSXV acceptance and majority of the minority
shareholder approval. 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 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.
    





For further information:

For further information: Andrew Shapack, Chief Executive Officer, GT
Canada Capital Corporation, (416) 572-2170

Organization Profile

GT CANADA CAPITAL CORPORATION

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