Gideon Capital Corp. Announces Exeuction of Alamgamation Agreement With Monterra S.A.

Gideon Capital Corp. (TSX VENTURE:GOL.P) (the "Company" or "Gideon"), a capital
pool company as defined under Policy 2.4 ("Exchange Policy 2.4") of the TSX
Venture Exchange (the "Exchange"), is pleased to announce that it has entered
into a formal amalgamation agreement dated June 1, 2012 (the "Amalgamation
Agreement") with Monterra S.A. ("Monterra") pursuant to which Gideon will
complete a "three-cornered amalgamation" (the "Amalgamation") whereby Gideon
will acquire all of the issued and outstanding common shares of Monterra (each,
a "Monterra Share") on terms as previously announced on March 16, 2012. The
Amalgamation, when completed, will constitute the Company's "Qualifying
Transaction" pursuant to Exchange Policy 2.4.


Pursuant to the Amalgamation Agreement, Gideon has incorporated a wholly-owned
subsidiary, Gideon Acquisition Corp., under the laws of the Republic of Panama,
which will amalgamate with Monterra to form an amalgamated entity ("Amalco"),
and all of the shareholders of Monterra will exchange all their Monterra Shares
for common shares of Gideon (each, a "Gideon Share") on a one-for-one basis.
Upon completion of the Amalgamation, Amalco will be a wholly-owned subsidiary of
Gideon.


In accordance with the terms and conditions of the Amalgamation Agreement, it is
anticipated that Gideon will issue approximately 75,000,000 Gideon Shares in
exchange for all of the issued and outstanding Monterra Shares. At the effective
time of the Amalgamation, each share purchase option ("Monterra Option") and
share purchase warrant ("Monterra Warrant") of Monterra outstanding will,
without any further action on the part of the holder of such Monterra Option or
Monterra Warrant, be replaced with a Gideon share purchase option or share
purchase warrant, as the case may be, on substantially the same terms and
conditions as were applicable under the particular Monterra Option or Monterra
Warrant. 


The Amalgamation is subject to the conditional approval of the Exchange and all
other applicable regulatory approvals. The completion of the Amalgamation is
also subject to additional conditions precedent, including, among other things,
shareholder approval of Monterra and the completion of a brokered private
placement by Monterra (the "Monterra Private Placement") of subscription
receipts (each, a "Subscription Receipt") at a price of $0.35 per Subscription
Receipt, for gross proceeds of a minimum of $5,000,000 and a maximum of
$10,000,000, to be completed on or before the closing of the Amalgamation. Upon
the satisfaction of certain release events, including, among other things, the
completion or satisfaction of all conditions precedent to the Amalgamation and
the receipt of shareholder and applicable regulatory approvals required for the
Amalgamation, each Subscription Receipt will be deemed to be exchanged, without
any further payment on the part of the holder thereof, into one unit of Gideon,
consisting of one Gideon Share and one-half of a common share purchase warrant
of Gideon (each whole warrant, a "Gideon Warrant"). Each Gideon Warrant will
entitle the holder thereof to purchase one additional Gideon Share for a period
of twenty-four months at an exercise price of $0.45 per Gideon Share in the
first twelve months and an exercise price of $0.55 per Gideon Share in the
second twelve months, subject to acceleration.


About Monterra S.A.

Monterra is a private company incorporated under the laws of the Republic of
Panama on September 14, 2007. Monterra, through its wholly-owned Ecuadorian
subsidiaries, owns 100% of the ANDI-Orotierra Gold Property which is comprised
of 12 contiguous mining concessions covering a total of 53,782 hectares in the
Nabon area of Ecuador.


About Gideon Capital Corp.

Gideon, a capital pool company within the meaning of the policies of the
Exchange, was incorporated on June 15, 2011 and was listed on the Exchange on
February 3, 2012. Gideon does not have any operations and has no assets other
than cash. Gideon's business is to identify and evaluate businesses and assets
with a view to completing a qualifying transaction under the policies of the
Exchange.


In accordance with Exchange policy, trading of the Gideon Shares remains halted
and will recommence at such time as the Exchange may determine, having regard to
the completion of certain requirements pursuant to Exchange Policy 2.4.


For more information on Gideon please see the corporate profile on SEDAR at
www.sedar.com.


The information provided in this press release regarding Monterra and its
management has been provided by Monterra and has not been independently verified
by Gideon.


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 information in this news release includes certain information and statements
about management's view of future events, expectations, plans and prospects that
constitute forward looking statements. These statements are based upon
assumptions that are subject to significant risks and uncertainties. Because of
these risks and uncertainties and as a result of a variety of factors, the
actual results, expectations, achievements or performance may differ materially
from those anticipated and indicated by these forward looking statements.
Although Gideon and Monterra believe that the expectations reflected in forward
looking statements are reasonable, it can give no assurances that the
expectations of any forward looking statements will prove to be correct. Except
as required by law, Gideon and Monterra disclaim any intention and assumes no
obligation to update or revise any forward looking statements to reflect actual
results, whether as a result of new information, future events, changes in
assumptions, changes in factors affecting such forward looking statements or
otherwise.