Gideon Capital Corp. Update on Proposed Qualifying Transaction With Monterra S.A.

Gideon Capital Corp. ("Gideon Capital") (TSX VENTURE:GOL.P), a capital pool
company as defined under Policy 2.4 of the TSX Venture Exchange (the
"Exchange"), is pleased to provide this Press Release to its shareholders and
members of the public to update shareholders and others with respect to its
proposed "qualifying transaction" with Monterra S.A. ("Monterra") previously
announced on March 16, 2012. 


Financial Information of Monterra S.A.

On the basis of the unaudited financial statements of Monterra for the year
ended August 2011, Monterra had total assets of US$4,620,247, liabilities of
US$1,272,084, a shareholders' equity of US$3,348,163, and a working capital
deficiency of US$243,961.


The Private Placement

As previously announced, in conjunction with the proposed qualifying
transaction, the parties will complete a private placement. Accordingly, Raymond
James Ltd. (the "Agent") has been engaged to complete a concurrent private
placement (the "Offering") of subscription receipts (the "Subscription
Receipts") of Monterra at a price of $0.35 per Subscription Receipt, for minimum
gross proceeds of $5,000,000 and maximum gross proceeds of up to $10,000,000, or
such other amount as may be required by the Exchange to meet initial listing
requirements. Upon completion of the proposed qualifying transaction, each
Subscription Receipt shall be convertible into units of Monterra consisting of
one common share and one-half of one common share purchase warrant (each, a
"Warrant"), each whole Warrant entitling the holder thereof to purchase, subject
to adjustments, one common share at a price of $0.45 per share for one year
following closing of the proposed qualifying transaction and at a price of $0.55
per share in the second year following closing of the proposed qualifying
transaction, subject to acceleration.


Further details of the Offering, including compensation payable to the Agent,
will be disclosed in a subsequent news release once the parties have finalized
the arrangements.


Proposed Management

The proposed management of Gideon Capital following the completion of the
proposed "qualifying transaction" is as follows:


Martin J. Doane - Director (Chairman of the Board)

Mr. Doane is a founding partner and the CEO of Ubequity Capital Partners Inc.
and he has over 18 years' experience as a lawyer and two decades of activity in
the corporate finance, M&A, financial services and venture capital fields. He
has served on a variety of boards of both public and private companies. He has
also served as the CEO of technology and digital media companies, including most
recently, Silverback Media PLC (now Adenyo), which he grew in less than 3 years
from an idea to a multi-national mobile solutions group, with a revenue base of
$25 million and 100+ employees. Mr. Doane is a graduate of the University of
Western Ontario and Osgoode Hall Law School. In 2002, he was awarded the Golden
Jubilee Medal for his public service to Canada.


Ian R. Harris - President & Chief Executive Officer / Director

Mr. Harris is currently the President & Chief Executive Officer of Monterra S.A.
He holds a B.Sc. Mining & Minerals Engineering from Virginia Polytechnic
Institute and State University (Virginia Tech). He is a Mining executive with
more than 15 years of mining experience and over 10 years in South America. He
served as Senior Vice President and Country Manager of Corriente Resources and
under his leadership Corriente's mining projects were designated national
strategic projects and the first to begin exploitation contract negotiation for
construction of the first industrial scale mining projects in Ecuador.
Achievements led to the sale of Corriente Resources to Tongling and CRCC (China
SOEs) for $690M.


Robert L. Hodgkinson - Director

Mr. Hodgkinson has been the Chief Executive Officer of Dejour Enterprises Ltd.
since July 14, 2004. He founded several successful petroleum exploration
companies including, Optima Energy (Petroquest Energy) in 1990. He founded
Equatorial Energy Inc. and also served as its President from 1996 to 1999. From
1972 to 1990, he was directly involved in the investment business and from 1980
to 1990, served as a Vice President and Partner with Canaccord. He has 30 years
relevant experience in public and venture capital markets. He received a BA
Degree in Economics from University of Western Ontario in 1971 and was the
Canadian Investment Finance Gold Medalist in 1974.


Additional officers (including a Chief Financial Officer and Corporate
Secretary) and directors will be identified prior to closing of the qualifying
transaction and will be disclosed in future press releases.


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 Capital, 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 Capital does not have any operations and has no assets
other than cash. Gideon Capital's business is to identify and evaluate
businesses and assets with a view to completing a qualifying transaction under
the policies of the Exchange.


Trading of the common shares of Gideon Capital remains halted in connection with
the dissemination of this press release, 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. Further details of the proposed transaction,
including the consideration to be paid, will follow in future press releases.


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 Capital.


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
proposed transaction and has neither approved nor disapproved the contents of
this press release.


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 Capital 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 Capital 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.