GT Canada Capital Corporation completes private placement



TORONTO, Feb. 4 /CNW/ - GT Canada Capital Corporation ("GT Canada"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), announced today that it has completed a private placement of approximately (10,860,000) subscription receipts at a price of $0.25 per subscription receipt for gross proceeds of approximately($2,715,000) (the "Private Placement"). The size of the Private Placement was increased from the previously announced amount of $2,500,000 due to strong investor demand.

Subject to the satisfaction of certain conditions, including TSXV approval, each subscription receipt will entitle the holder to receive one common share of GT Canada, without further payment or action on the part of the holder, immediately prior to the completion of GT Canada's previously announced acquisition of a medical office building in Hamilton, Ontario, which is to serve as GT Canada's proposed qualifying transaction (the "Qualifying Transaction").

If the Qualifying Transaction is not completed by April 30, 2010, the Subscription Receipts will be automatically redeemed by GT Canada at a price of $0.25 per Subscription Receipt plus accrued interest. All Subscription Receipts (and any common shares of GT Canada issuable upon the conversion thereof) are subject to a four-month hold period expiring June 5, 2010. The net proceeds from the Private Placement will be used to satisfy a portion of the purchase price payable in connection with the Qualifying Transaction and for working capital.

GT Canada retained M Partners Inc. to act as its agent on a best efforts basis in connection with the Private Placement. On closing of the Qualifying Transaction, M Partners Inc. will receive a fee equal to 6% of the gross proceeds of the Private Placement as compensation for its services and will also receive warrants to purchase up to 5% of the number of common shares issued pursuant to the Private Placement at $0.25 per share for a period of up to two years following closing of the Qualifying Transaction.

Reader Advisory

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular, any information released or received with respect to the Qualifying 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 TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this press release.


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

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