GA Capital and TayCon Capital Sign Agreement to Merge CPC's

GA Capital Corp. ("GA Capital") (TSX VENTURE:GAC.P) and TayCon Capital
Corporation ("TayCon") (TSX VENTURE:TYC.P) announced today that they have signed
an agreement (the "CPC Combination Agreement") to merge their respective CPC's.
Following completion of the merger, the combined company ("CPC Amalco") is
expected to have net cash assets of in excess of $1.3 million to pursue a
suitable qualifying transaction (as defined in TSX Venture Exchange policies).
CPC Amalco will have 12 months from the date of the merger in which to complete
its qualifying transaction.


The CPC Combination Agreement provides that the merger will be completed by way
of statutory amalgamation with each common share of GA Capital being exchanged
for one common share of CPC Amalco and each common share of TayCon being
exchanged for 1.3907 common shares of CPC Amalco. The exchange ratio is based on
the unaudited net cash of each of the merging companies at July 31, 2009. It is
anticipated that following the merger, CPC Amalco will have approximately 14.4
million common shares outstanding of which approximately 59% will be held by
former shareholders of GA Capital and approximately 41% will be held by former
shareholders of TayCon. It is anticipated that all outstanding incentive stock
options of both companies will be cancelled in connection with the merger and
that new options, equal to 10% of the number of outstanding shares of CPC Amalco
following completion of the merger, will be granted to CPC Amalco directors and
officers under a new option plan for CPC Amalco. Subject to regulatory approval,
all options will have a term of 5 years and will be exercisable at a price of
$0.20 per CPC Amalco share. The following persons are intended to serve as
directors and officers of CPC Amalco (with their current affiliation in
brackets): Morgan Cowl, Chief Executive Officer and Director (TayCon); Bradley
Kipp, Chief Financial Officer (GA Capital); Paul Smith, Secretary (TayCon);
Michael Gerrior, Treasurer (TayCon); Stephen Headford, Director (TayCon); Robert
Cummings, Director (TayCon); J. Allan Ringler, Director (GA Capital); George
Duguay, Director (GA Capital); Joseph Hamilton, Director (GA Capital);Kevin
Reed, Director (GA Capital) and George Elliot, Assistant Secretary (GA Capital).


The transaction is subject to a number of conditions, including: (i) the
approval of disinterested shareholders of both companies and all necessary
regulatory approvals and consents having been received; (ii) conditional listing
of the common shares of CPC Amalco on the TSX Venture Exchange; and (iii) the
completion of the transaction on or before December 15, 2009. Subject to TSX
Venture Exchange approval, either party may be required to pay a break fee of
$250,000 in certain circumstances should the merger transaction not proceed.


It is anticipated that, subject to the receipt of all necessary shareholder and
regulatory approvals, the transaction will be completed in November 2009.

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