Outcome of TSX Venture Exchange Review of GC-Global Capital Corp.

At the request of the TSX Venture Exchange (the "Exchange") GC-Global Capital
Corp. ("Global Capital" or the "Company") (TSX VENTURE:GDE.A) announces that the
Exchange has completed a review of the Company's affairs and has imposed
additional requirements for the Company.


The Exchange conducted a review of the affairs of the Company and determined
that the Company had contravened certain Exchange policies including press
release disclosure, failure to file a reviewable transaction with the Exchange,
and provide Exchange notice of non-arm's length party transactions. In addition,
it was identified that the Company's corporate governance practices were
deficient in ensuring compliance with Exchange Policies and its own internal
policies.


The contraventions of Exchange policies and requirements identified by the
Exchange and the actions taken by the Company in light of the Exchange's
determinations are summarized below.


Non-Arm's Length Party Transactions 

1) The Company purchased a real estate property in November 2005 for
US$1,000,000 from a non-arm's length party, GDV Resources Inc. (formerly Global
Development Resources Inc.)(TSX VENTURE:GDV.H). In December 2006, the Company
sold this property on a 50% basis to each of Development Resources Inc., a
company owned by a director at the time Mr. Kent Smith (now a former director of
the Company) and Mr. Gordon Ewart, the Company's Chairman. The aggregate
proceeds on the sale was US$2,128,000, based on the estimated fair value given
its development potential, allocated as follows: 




--  A promissory note for US$564,000 due July 1, 2007 to each of Mr. Gordon
    Ewart and Development Resources Inc. for a total of US$1,128,000,
    equivalent to the Company's costs on the property. Payment was received
    October 15, 2007. 
    
    
--  A promissory note for US$500,000 due December 29, 2007 to each Mr.
    Gordon Ewart and Development Resources Inc. for a total of US$1,000,000.
    Payment has not been received for these notes. 
    
    
--  An extension fee for US$125,000 due from each Mr. Gordon Ewart and
    Development Resources Inc. for a total of US$250,000 to extend the
    maturity date of the above promissory due date from December 29, 2007 to
    December 29, 2008. Payment was not received for the extension fees. 



In December 2008, the Company's management decided to write down the US$500,000
due from Development Resources Inc. Further, in December 2009 the Company's
management approved a valuation allowance on the US$500,000 due from Mr. Gordon
Ewart, even though the promissory note was secured by a personal guarantee and
no payments had been received. At no time did Mr. Gordon Ewart provide any
indication to the Company that he did not intend to repay the note. 


Subsequent to the sale, the county in which the property was located denied the
development plan, the US real estate market suffered a meltdown and the Company
learned Development Resources Inc.'s financier began foreclosure proceedings. 


During the Exchange's review in 2011, Mr. Gordon Ewart agreed to a payment plan
for the repayment of the US$500,000 owed to Company in which he will pay
US$100,000 per year for the next five years commencing in March 2012 with an
interest rate at prime. Until this promissory note has been fully paid the
Company has agreed not to advance, loan or enter into any promissory notes with
Mr. Gordon Ewart. Mr. Gordon Ewart has advised the Company that his intent
initially was to repay the Company out of proceeds from the development of the
property. As the property has now been forfeited, Mr. Ewart will repay the
Company out of personal funds at a loss of US$500,000. 


2) In August 2006, the Company sold 886,900 common shares of GDV Resources Inc.
for US$372,498 to a non-arm's length private company owned by Mr. Gordon Ewart
and Mr. Kent Smith, directors of the Company at the time. The Company received
only partial consideration of US$263,000 at the time of the sale. In November
2006 the Company entered into a promissory note with the related party company
for US$309,490, which included US$109,490 owing on the shares and a further
US$200,000 cash loan. This promissory note was secured by the partially paid
shares and at an interest rate of 12%.  


Subsequently, at December 31, 2009 the Company wrote-off the outstanding
principal balance of US$209,490 on the promissory note due to the loss in the
value of the security. Additionally, no interest was collected on the promissory
note.


3) In 2008 the Company entered into bridge loans with GDV Resources Inc., a
non-arm's length party totalling US$1,207,333. In January 2009, the Company
settled the principal and interest owing on these bridge loans in return for
three real estate properties.  


The above was a Reviewable Transaction requiring Exchange approval and a third
party valuation pursuant to Exchange policy. The Company did not make an
application with the Exchange. Further, the Company did not obtain a third party
valuation on the properties resulting in the Exchange being unable to consider
the acceptability of this related party transaction. As a result the Company
contravened Exchange Policy. 


With respect to each of the above non-arm's length party transactions, the
Company did not comply with its own Code of Business Conduct and Ethics and
contravened Exchange Policy 3.1 Director, Officers, Other Insides & Personnel
and Corporate Governance. Both require that, in the case of transactions
involving conflicts of interest, such as these non-arm's length party
transactions, the Company obtain approval from the disinterested members of the
Board of Directors, which the Company failed to do. 


In addition, the Company failed to comply with Exchange Policy by not providing
the Exchange with notice and not issuing press release disclosure of the related
party transactions as required. However, certain transactions were disclosed in
the Company's audited financial statements dated December 31, 2007 to 2010. 


It was not the Company's intent to disregard Exchange Policy or its own Code of
Business Conduct and Ethics and Exchange Policy. The Company considered these
transactions to be normal course in the Company's business of providing loans
and making other investments and, as such, non-compliance with Exchange Policy
and the Company's own policy was an oversight. However, the Company now realizes
non-arm's length party transactions should not be considered normal course
transactions and good corporate governance practices are required for these
transactions to ensure the protection of its security holders. 


Finders Fees and Commissions 

On May 17, 2011 the Company issued a press release disclosing that it had
entered into a bridge loan with a private US company for $3,000,000 for which a
director was to receive a commission on the transaction. The proposed commission
payable (which amount was never determined) to a related party was a
contravention of Exchange policy. The commission was not paid.


Corporate Governance Practices

As described above, the Company's corporate governance practices were deficient
with respect to its non-arm's length party transactions. The disinterested
directors did not review or approve these transactions as required pursuant to
the Company's own Code of Business Conduct and Ethics and Exchange Policy 3.1
Director, Officers, Other Insides & Personnel and Corporate Governance. 


In addition, and notwithstanding the existence of a Corporate Governance
Committee since December 31, 2005 there were no formal meetings held by this
committee.


Disclosure 

The Exchange considers the Company's disclosure that it had in place certain
corporate governance practices and a Corporate Governance Committee to be
misleading to shareholders and potential investors. The Company represented it
had practices and procedures for oversight and protection of its security
holders but it failed to apply these controls. 


The Company has issued certain press releases that detailed activities of its
client companies. The Exchange has advised that this practice constituted
selective disclosure. As a result the Company has discontinued this activity.
Management's intention was to provide updates with regards to the operations and
corporate milestones achieved by their bridge loan client companies. 


Actions Taken by the Company 

The Company set up an Independent Committee of Directors in November 2010 to
develop and monitor the internal controls, disclosure and corporate governance
activities of the Company. The Board of Directors passed a further Resolution in
March 2011 as an initial step towards addressing the contraventions identified
by the Exchange. 


Additional Exchange Requirements Imposed

Pursuant to the Exchange's review, the Exchange has imposed the following
additional requirements:




1)      The Company is to develop and implement a corporate governance      
        policy specifically addressing non-arm's length party transactions. 
                                                                            
2)      The Company is to develop and implement a disclosure policy.        
                                                                            
3)      The Company is required to add a new Independent Director with      
        satisfactory TSX Venture Exchange experience by February 13, 2012.  
        The Company's trading status is conditional upon satisfying this    
        requirement.                                                        
                                                                            
4)      The Company has been placed on Notice to Comply with Exchange       
        Requirements. Any further violations of Exchange Requirements will  
        result in a review being commenced and further action being         
        initiated by the Exchange against the Company and its management,   
        directors and officers.                                             
                                                                            
5)      Certain senior management must complete educational requirements by 
        August 12, 2012. Should management fail to complete this requirement
        in the prescribed time period their immediate resignation will be   
        required from the Company and any other Exchange listed issuers.    
                                                                            
6)      At this time the Chairman of the Corporate Governance, Compensation 
        and Independent Committee has been required to resign from these    
        specific positions. Mr. Phillip Marleau has been appointed as       
        Chairman of the Corporate Governance, Compensation and Independent  
        Committee.                                                          



About GC-Global Capital Corp. 

Global Capital is a merchant bank, which provides bridge loan services (asset
back/collateralized financing), to companies across many industries such as oil
& gas, mining, real estate, manufacturing, retail, financial services,
technology and biotechnology.