GAC.P Greenfield Acquisition Corp

GA Capital Corp. (TSX VENTURE:GAC.P) ("GAC") is pleased to announce that,
further to its press release dated October 26, 2009 it has entered into a
definitive share exchange agreement dated December 14, 2009 (the "Share Exchange
Agreement") between GAC and LookNow Ltd. ("LookNow"), Leighton Powell
("Powell"), 3803139 Canada Inc. ("PowellCo") and Nick Dawes ("Dawes") (Powell,
PowellCo and Dawes collectively, the "Majority Securityholders") which
contemplates the acquisition of all outstanding shares of LookNow through a
share exchange (the "Transaction"). Upon completion of the business combination,
LookNow would become a wholly owned subsidiary of GAC and the Transaction is
expected to constitute GAC's Qualifying Transaction as defined in Policy 2.4 of
the TSX Venture Exchange (the "Exchange" or "TSX Venture") Corporate Finance
Manual.


About LookNow

LookNow is a company amalgamated under the federal laws of Canada and has an
office in Ottawa, Ontario. LookNow has a wholly-owned U.S. operating subsidiary
incorporated under the laws of Delaware with an office in New York, New York.
LookNow operates in the technology sector and is engaged in the development of a
web application branded as "University Junction.com". University Junction.com is
a free online academic productivity tool to help undergraduate students achieve
better grades by learning more efficiently. It allows students to learn concepts
outside of class by collaborating with classmates and students taking similar
courses at any of the 118 universities that are presently available through the
website.


LookNow has been in business for nine years, the first six of which were focused
on developing a search technology that was more accurate than existing systems.
The resulting search technology provides very accurate results when using
queries of more than three words. Two patent applications have been filed and
are pending for this technology. The past three years have been spent conducting
market research and developing a service to assist undergraduate university
students in their learning process.


As reported in its audited consolidated financial statements for the year ended
July 31, 2009, LookNow had total assets of $768,967, total liabilities of
$1,744,820 and shareholders' deficiency of $975,853. For the fiscal year ended
July 31 2009, LookNow had no revenue and recorded a net loss of $1,954,987.


LookNow currently has 35,361,142 common shares issued and outstanding and a
further 14,970,235 common shares reserved for issuance for options and other
convertible securities.


Transaction Summary

The Transaction will be effected by way of GAC acquiring all of the common
shares of LookNow through share exchanges which will result in LookNow becoming
a wholly-owned subsidiary of GAC. The Share Exchange Agreement contemplates the
acquisition of shares of LookNow from the Majority Securityholders representing
approximately 86% of the currently outstanding LookNow shares and offers to
acquire the remaining shares from the minority shareholders on the same
financial terms. The deemed value of the common shares of LookNow has been
determined to be $0.2484 per share (the "LookNow Deemed Price") and is based on
a fully diluted issued and outstanding share capital of 50,331,377 common shares
of LookNow with an aggregate value of $12,500,000. Under the Share Exchange
Agreement, GAC would issue 1.6272 GAC shares for each one (1) LookNow share (the
"Exchange Ratio") subject to adjustment in certain events, with each GAC share
having a deemed value of $0.1526. The Transaction is conditional upon the
following matters occurring prior to, or in connection with, the completion of
the Transaction:




   (a) the acquisition by GAC of all the issued and outstanding shares of   
       LookNow;                                                             
                                                                            
   (b) the completion by LookNow of an arm's length brokered offering or    
       private placement of LookNow shares for gross proceeds of not less   
       than $1.5 million on terms acceptable to LookNow and GAC (the        
       "Private Placement");                                                
                                                                            
   (c) the resignation of all but one of the current directors of GAC and   
       the appointment of Leighton Powell, Jay Brightman, Robert Houle and  
       Alan Powell as directors of GAC;                                     
                                                                            
   (d) the resignation of all of the current officers of GAC and the        
       appointment of Leighton Powell as Chief Executive Officer and Allan  
       Ringler as Chief Financial Officer of GAC;                           
                                                                            
   (e) the creation of an advisory committee to GAC for a period of one year
       after the closing on which one of Allan Ringler or George Duguay,    
       current directors and officers of GAC, shall be entitled to be a     
       member; and                                                          
                                                                            
   (f) subject to Exchange approval, the concurrent issuance of stock       
       options of GAC to each of the eligible individuals currently holding 
       stock options of LookNow on such terms and conditions, including     
       exercise price, as are agreed to byLookNow, consistent with the stock
       option plan of GAC and as approved by the Exchange.                  



LookNow intends to engage a registered dealer to assist with the Private
Placement however, an engagement agreement has not yet been entered into and the
terms for the Private Placement have not yet been established. The proceeds from
the Private Placement are intended to be used for the development of LookNow's
marketing strategy to universities in North America. To the extent that the
Private Placement price is less than the LookNow Deemed Price, the Exchange
Ratio is to be adjusted downward proportionately.


Assuming completion of the Transaction and without giving effect to the Private
Placement or any adjustment of the Exchange Ratio that may be required in
connection therewith, the current LookNow shareholders would hold approximately
65,939,783 or 88.58% of the 74,439,783 GAC common shares that would be issued
and outstanding and the current GAC shareholders would hold approximately
8,500,000 or 11.42% of the issued and outstanding GAC common shares.


The Transaction is to be completed on or before January 31, 2010. A $25,000
deposit has been provided by GAC to LookNow, which would be repayable if the
Transaction is not completed.


The Transaction is an arm's length transaction as no related party of GAC has
any interest in LookNow. Accordingly, the Transaction will not, as currently
contemplated, be subject to approval by the shareholders of GAC.


GAC and LookNow confirm that there are no finder's fees or other similar fees
payable to any person or party with respect to the Transaction.


GAC intends to apply to the Exchange for a waiver of the sponsorship
requirements for the Transaction based upon the Private Placement and/or other
exemptions available in Exchange policies.


Insiders of the Resulting Issuer

Upon completion of the Transaction, the Board of Directors of the resulting
issuer will consist of Leighton Powell, Jay Brightman, Robert Houle, Alan Powell
and J. Allan Ringler, a current director of GAC.


Management of the resulting issuer will consist of Leighton Powell as Chief
Executive Officer and Allan Ringler as Chief Financial Officer.


Leighton Powell, Director. Mr. Leighton Powell is currently the Chief Executive
Officer, President, Director and Secretary of LookNow Ltd. and LookNow Inc.
Prior to this position he was CEO and Director of Loran International
Technologies Inc. a data networking company he founded in May 1992. Loran
International Technologies had several inventions, for which it filed and
received eleven patents and, in August 2000, Loran was sold to Peregrine Systems
of San Diego for $108 million US. For the seven years prior to that he provided
management consulting services to Montreal Trust and to Alcan in the area of
information systems through his management consulting company. In his early
career, he was a systems engineer and programmer with IBM World Trade and
designed and coded several systems. He has been an entrepreneur for the past 30
years. He holds a degree in Electrical Engineering from the University of
Waterloo and a Masters in Business Administration from Rensselaer Polytechnic
Institute in Troy, New York.


Jay Brightman, Director. Mr. Jay Brightman provides investment, merchant
banking, corporate finance and financial advisory services to public and private
corporations. Mr. Brightman has been engaged in all aspects of corporate finance
and has spearheaded a number of acquisitions. Prior to his current role as
President of B.C.V. Inc., Mr. Brightman was associated with a leading Canadian
venture capital firm where he was responsible for overseeing the operational
activities of a variety of companies involved in technology, pharmaceuticals,
manufacturing and entertainment.


Robert G. Houle, Director. Robert Houle is Vice-President of CAPCORP Financial
Corporation where he has worked since 1992 advising organizations on all aspects
of employee benefits. Previously, he worked at London Life Insurance Company and
Great-West Life Assurance Company for a combined 10-year period. Mr. Houle is
also an owner and Director of Employer Benefits Advisors Inc. (EBAI). From 1998
to 2001, Robert Houle served as a Director of the Conference for Advanced Life
Underwriting where he chaired the national Employee Benefits Issue Group. Since
1983, he has been a member of Advocis, the Association for financial advisors of
Canada and has been a member of the Financial Planning Standards Council of
Canada. Robert Houle holds an Honours Bachelor of Arts degree from Laurentian
University and a Master of Public Administration degree from Queen's University.


Alan L. W. Powell, Director. Alan Powell is currently the Chief Marketing
Officer and a director of LookNow Ltd. He holds a Bachelor of Engineering from
McGill University and a Masters in Business Administration from the Lally School
of Management and Technology at Rensselaer Polytechnic Institute. He has worked
at Loran International Technologies, the National Research Council of Canada and
Finning (Canada) Ltd. Over the past couple of years, he has worked with
LookNow's target demographic in various capacities and has expertise in both the
online and offline marketing fields as well as product development.


J. Allan Ringler, Director. Mr. J. Allan Ringler is currently the Chief
Executive Officer, President and a director of GAC and is the Chief Financial
Officer and a director of Royal Standard Minerals Inc. He has been the President
of Allan Ringler Services Inc. since January 1989, and was a partner of Duguay
and Ringler Corporate Services, a provider of corporate and financial
administrative services to public companies, until February 2006. From July 2006
to July 31, 2007, Mr. Ringler was a sales representative with Remax Orillia
Realty (1996) Ltd. He co-founded Equity Transfer & Trust, a provider of transfer
agent and corporate trust services and served as President from 2002 to 2006. He
has been a director of Grey Horse Corp., the parent company of Equity Transfer &
Trust, since 2004. Mr. Ringler holds both a Bachelor of Arts degree from the
University of Western Ontario and a Bachelor of Commerce degree from the
University of Windsor. He is a Certified Management Accountant and a member of
the Institute of Chartered Secretaries and Administrators of Canada.


Mr. Nicholas Dawes will not be an officer or director of the continuing company
however he will hold more than 10% of the issued and outstanding shares of GAC
upon completion of the Transaction resulting in him being an insider of GAC.


Mr. Nicholas Dawes, Insider. Mr. Nicholas Dawes received his doctorate in
elementary particle physics from Oxford University in 1974. He joined the
National Physical Laboratory in London, UK, working on communication network
research. In 1977, he moved to Canada to work at Bell Northern Research, to work
on communications networks, pioneer email systems and related technologies. From
1987 to 1996, he was a professor at Carleton University in the department of
Systems and Computer Engineering. In 1996, he moved to Loran International
Technologies as Chief Scientist, building and leading the software team that
invented a series of new technologies which automated network management. Eleven
patents were granted based on this work. In 2000, he partnered with Leighton
Powell in LookNow, carrying out research and development of novel search
technology, defined in patent filings. He retired in late 2007 due to poor
health.


Upon completion of the Transaction, PowellCo., a company incorporated under the
federal laws of Canada and wholly-owned by Leighton Powell, will hold more than
10% of the issued and outstanding shares of GAC.


Completion of the Transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where applicable,
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 or filing statement 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
Transaction and has neither approved nor disapproved the contents of this press
release.


This press release may contain forward-looking information with respect to the
Transaction and matters concerning the business, operations, strategy, and
financial performance of GAC and LookNow. The completion of the Transaction and
the future business, operations and performance of GAC discussed herein could
differ materially from those expressed or implied by such statements. Such
forward-looking information is qualified in its entirety by the inherent risks
and uncertainties surrounding future expectations, including that the
Transaction contemplated herein is completed. Forward-looking information is
based on a number of assumptions which may prove to be incorrect, including, but
not limited to the ability of GAC and LookNow to complete the Transaction and
related transactions described therein or to satisfy the requirements of the
Exchange with respect to the Transaction. The cautionary statements qualify all
forward-looking information attributable to GAC and LookNow and persons acting
on their behalves. Unless otherwise stated, all forward looking information
speaks only as of the date of this press release and GAC and LookNow have no
obligations to update such information except as required by law.


The securities of GAC being offered have not been, nor will be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
persons absent U.S. registration or an applicable exemption from U.S.
registration requirements. This release does not constitute an offer for sale of
securities in the United States.

Greenfield Acquisition (TSXV:GAC.P)
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