GAC.P Greenfield Acquisition Corp

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THE UNITED STATES 


GA Capital Corp. ("GA Capital") (TSX VENTURE:GAC.P), a capital pool company,
announced today that it has entered into a subscription agreement (the
"Subscription Agreement") with TSX Venture Exchange (the "Exchange") listed
mineral exploration company Xtierra Inc. ("Xtierra") (TSX VENTURE:XAG),
providing for its participation in Xtierra's announced proposed private
placement of units which, upon completion, is intended to constitute the GA
Capital's qualifying transaction pursuant to TSX Venture Exchange policies (the
"Qualifying Transaction").


Pursuant to the Subscription Agreement, GA Capital will invest all of its
available cash resources at the time of investment (net of outstanding and
accrued liabilities) anticipated to be approximately $700,000, to subscribe for
units of Xtierra at a subscription price of $0.20 per unit (each, an "Xtierra
Unit"). GA Capital will have the option to increase its subscription by up to
15% to the extent cash resources permit. Each Xtierra Unit will be comprised of
one common share of Xtierra (each, an "Xtierra Common Share") and one-half of
one share purchase warrant (each whole warrant, an "Xtierra Warrant"). Each
Xtierra Warrant will entitle the holder to purchase one additional Xtierra
Common Share at a price of $0.30 for a period of 12 months from the date of
issuance. The subscription will be made pursuant exemptions from the prospectus
and registration requirements of applicable securities legislation.


The investment by GA Capital is subject to a number of conditions, including
Exchange approval, majority of the minority shareholder approval and due
diligence, and is intended to be part of a larger private placement financing up
to $5,000,000 of Xtierra Units. The investment is anticipated to close on or
about March 31, 2010.


GA Capital intends to distribute the Xtierra Units acquired to its shareholders
on a pro-rata basis as a return of capital (the "Return of Capital") following
completion of the subscription. In addition, all options to acquire GA Capital
common shares will be cancelled following completion of the subscription.


In accordance with Exchange requirements, as soon as practicable after the
distribution of the Xtierra Units, GA Capital intends to delist its common
shares from trading on the Exchange and to complete a voluntary dissolution of
the corporation in accordance with the Business Corporations Act (Ontario) (the
"Dissolution").


An annual and special meeting of GA Capital shareholders (the "Meeting") will be
held at which time shareholders will be asked to consider, among other things,
the approval of a resolution approving the investment in Xtierra, the Return of
Capital and the Dissolution. It is anticipated that GA Capital's purchase of
Xtierra Units will occur as soon as practicable following approval of the
investment by the shareholders of the Corporation at the Meeting after which the
Corporation will commence the distribution of Xtierra Units and the Dissolution.


The Subscription Agreement does not contemplate any change in the composition of
the board of directors or in the officers of GA Capital or Xtierra as a result
of the Qualifying Transaction.


Completion of the Qualifying Transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance, shareholder approval of the
Corporation, including majority of the minority shareholder approval in
accordance with the policies of the Exchange and the closing of the transaction.
The Qualifying 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 GA Capital management
information circular to be prepared in connection with the Qualifying
Transaction, 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 securities of a capital pool company should be considered highly
speculative.


The Exchange has in no way passed upon the merits of the proposed transaction
and neither the Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Exchange) has approved nor disapproved the
contents of this press release or accepts responsibility for the adequacy or
accuracy of this release.


ABOUT XTIERRA INC.

Xtierra Inc. is a Toronto based exploration and development company listed on
the TSX Venture Exchange. Xtierra is conducting a feasibility study on its 100%
owned Bilbao silver-zinc-copper project in Zacatecas, Mexico. Xtierra's
objective is to become a mid-tier producer of precious and basemetals through
the development of its Bilbao and Laguna projects, both located in the Central
Mexican Mineral Belt in the State of Zacatecas, as well as through exploration,
organic growth and M & A opportunities.


As at the date hereof, the outstanding securities of Xtierra consist of
49,862,003 common shares; options to purchase an aggregate of 2,328,750 common
shares, share purchase warrants to purchase an aggregate 9,294,640 common shares
and convertible notes in the aggregate principal amount of US$1,250,000,
convertible into a maximum of approximately 12,900,000 common shares at current
exchange rates.


On the basis of the last filed unaudited financial statements for the three
months ended September 30, 2009, Xtierra had assets of $22,784,000 and
liabilities of $5,484,000. During the three month period ended September 30,
2009, Xtierra had no revenues and a net loss of $165,000.


Further information about Xtierra can be found online at www.sedar.com and at
www.xtierra.ca.

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