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

Gideon Capital Corp. (TSX VENTURE:GOL.P) (the "Company" or "Gideon Capital"), a
capital pool company as defined under Policy 2.4 ("Exchange 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", as defined by Exchange
Policy 2.4, with Monterra S.A. ("Monterra") as previously announced on March 3,
2012, whereby Gideon Capital will acquire all the issued and outstanding shares
of Monterra (the "Transaction").


About Monterra

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 (the "Property")
which is comprised of 12 contiguous mining concessions (the "ANDI-Orotierra
Concessions") covering a total of 53,782 hectares in the Nabon area of Ecuador.


The founding shareholders of Monterra are (i) the Navigator Group, comprised of
Navigator Asset Management Limited, Navigator Minerals & Resources Limited and
Sirenity Investments Limited, all of Jersey, which collectively hold 8,556,190
shares of Monterra representing approximately 11.4% of the total issued and
outstanding shares of Monterra, and (ii) Isosceles Fund Limited, a Bahamas
corporation, representing the interest of Mr. Mohammed Manzar, a current
director of Monterra, which holds 8,333,334 shares of Monterra representing
approximately 11.1% of the total issued and outstanding shares of Monterra. The
Navigator Group hold the shares of Monterra on behalf of a group of beneficial
shareholders including Mr. Nicholas Camilleri, a former director of Monterra.


In addition, SouAm Gold Corp. ("SouAm"), a company incorporated under the laws
of Alberta, holds 500,000 shares of Monterra and has the right, pursuant to an
agreement entered into with Monterra, as amended (collectively, the "SouAm Sale
Agreement"), whereby it sold to Monterra all of the shares of Nabonminas S.A.,
the Ecuadorean subsidiary of Monterra which holds the ANDI-Concessions, in
consideration for the issuance of 2,700,000 shares of Monterra (to be issued by
Monterra to SouAm by March 30, 2012) and a promissory note (the "Promissory
Note") representing the cash consideration under the SouAm Sale Agreement, to
convert the unpaid principal and accrued interest under the Promissory Note to
approximately 4,800,000 shares of Monterra (collectively, the "Conversion
Right"). On a fully diluted basis, and assuming the Conversion Right is
exercised in full, SouAm would hold 8,000,000 shares of Monterra representing
approximately 10.0% of the total issued and outstanding shares of Monterra.


Additional information about Monterra, including its summary financial
information, will be disclosed in subsequent, follow-up news releases as the
Transaction progresses closer to completion.


Summary of the Transaction

Under the terms of a letter of intent, dated March 2, 2012, between Gideon
Capital and Monterra (the "LOI"), each of Monterra and Gideon Capital (each, a
"Party" and, collectively, the "Parties") have agreed to diligently and in good
faith negotiate a definitive agreement (the "Definitive Agreement") that will
effect the Transaction in compliance with Exchange Policy 2.4 and use their
reasonable commercial efforts to execute the same by March 30, 2012. The Parties
have agreed that the Definitive Agreement will incorporate the principal terms
of the Transaction contemplated in the LOI and contain customary provisions
typical for a transaction of this type and, when executed by the Parties, will
supersede the terms of the LOI.


Pursuant to the LOI, Monterra and Gideon Capital will undertake a business
combination pursuant to a three-cornered amalgamation (the "Amalgamation"). The
Amalgamation will contemplate the incorporation of a subsidiary of Gideon
Capital ("Gideon Sub") under the laws of the Republic of Panama which will
amalgamate with Monterra to form an amalgamated entity ("Amalco"). The Company
will acquire (the "Acquisition") all 75,000,000 currently issued and outstanding
shares of Monterra in consideration of the Company issuing to the shareholders
of Monterra, on a one-to-one basis, commons shares in its capital stock (the
"Payment Shares"). Pursuant to the Amalgamation, Amalco will become a wholly
owned subsidiary of Gideon. Upon completion of the Transaction, Gideon Capital
will have acquired 100% ownership of Monterra, and the business of Monterra will
become the business of Gideon Capital (the "Resulting Issuer").


Certain of the Payment Shares may be subject to escrow and/or resale
restrictions under Exchange policies.


Shareholder Approval

As a matter of corporate law, approval of Monterra shareholders may be required
for the Amalgamation. However, as the Transaction does not constitute a
non-arm's length transaction, shareholder approval of the Transaction by the
shareholders of the Company is not required under Exchange policies.


Closing Date

In accordance with the LOI, the closing date of the Transaction will be as soon
as practical following the satisfaction or waiver of the conditions precedent of
the Definitive Agreement, or such other date as mutually agreed to by the
Parties, but in any event no later than June 30, 2012.


The Private Placement

In connection with the Transaction, it is anticipated that Gideon Capital will
complete a concurrent private placement (the "Private Placement") of up to
20,000,000 subscription receipts (the "Subscription Receipts") at an anticipated
price, subject to the approval of the Exchange, of approximately $0.35 per
Subscription Receipt, to raise targeted gross proceeds of up to $7,000,000, the
terms of which will be determined at a later date.


The Company intends to use the proceeds of the Private Placement to fund the
costs associated with completing the Transaction, to fund the business plan of
the Resulting Issuer and to fund the general working capital expenses of the
Resulting Issuer. Gideon Capital will issue a subsequent news release respecting
the Private Placement, including information respecting the agent for the
Private Placement and the compensation to be paid for agency services, once the
Company has finalized its arrangements.


Sponsor

The Company intends to apply for an exemption from the Exchange from the
requirement to retain a sponsor in connection with the Transaction on the basis
of the Private Placement being completed as a brokered offering raising gross
proceeds in excess of $500,000, as contemplated. There can be no assurances that
an exemption from sponsorship will be granted.


Gideon Capital Stock Options and Warrants

Gideon Capital currently has outstanding incentive stock options to acquire
1,250,000 of its common shares at an exercise price of $0.10 per common share
(the "Gideon Options") and outstanding warrants to acquire 250,000 of its common
shares at an exercise price of $0.10 expiring February 3, 2014 (the "Gideon
Warrants"). Pursuant to the terms of the LOI, each of the Gideon Options and the
Gideon Warrants will, if not exercised prior to the completion of the
Transaction, be exchanged for like securities of the Resulting Issuer.


Loan to Monterra

Pursuant to the terms of the LOI, Gideon Capital will, as soon as practicable
following the date of the LOI, advance to Monterra $25,000 as an unsecured loan
(the "Unsecured Loan") to be applied by Monterra to preserve its assets. Subject
to Exchange approval, as soon as possible after the date of this Press Release,
Gideon Capital will advance to Monterra $225,000 as a secured loan (the "Secured
Loan") to be used by Monterra to pay: (a) its portion of Transaction expenses,
(b) outstanding third party expenses of Monterra incurred in connection with
obtaining necessary mining and environmental permits in Ecuador and (c) general
and administrative costs associated with maintaining its office in Ecuador. The
Secured Loan will be secured by a pledge of all of the issued and outstanding
shares of Terrasources Minerals S.A., the wholly-owned Ecuadorian subsidiary of
Monterra, which holds all of Monterra's rights and interest to ANDI-Orotierra
Concessions 1 through 6.


Conditions to Closing the Transaction

As set out in the LOI, the closing of the Transaction will be subject to at
least the following mutual conditions precedent:




(1)  the execution of the Definitive Agreement;                             
(2)  the approval of the Amalgamation by a requisite majority of the        
     shareholders of Monterra at a properly constituted meeting of Monterra;
(3)  the completion of the Private Placement;                               
(4)  the receipt of all necessary regulatory, corporate and third party     
     approvals, including the approval of the Exchange, and compliance with 
     all applicable regulatory requirements and conditions in connection    
     with the Transaction;                                                  
(5)  the maintenance of Gideon Capital's current listing on the Exchange;   
(6)  the confirmation of the representation and warranties of each Party to 
     the Definitive Agreement as set out in such agreement;                 
(7)  the absence of any material adverse effect on the financial and        
     operational condition or the assets of each of the Parties to the      
     Definitive Agreement;                                                  
(8)  the delivery of standard completion documentation including, but no    
     limited to, legal opinions, officers' certificates and certificates of 
     good standing; and                                                     
(9)  other conditions precedent customary for a transaction such as the     
     Transaction.                                                           



Pursuant to the LOI, the conditions precedent in favour of Gideon Capital may be
waived in whole or in part by Gideon Capital and the conditions precedent in
favour of Monterra may be waived in whole or in part by Monterra.


Exchange Listing

Upon completion of the Transaction, it is anticipated the Company will be a Tier
2 Mining Issuer under the policies of the Exchange.


In accordance with Exchange policy, the Company's shares are currently halted
from trading. Trading will resume upon completion of the Qualifying Transaction.


Change in Management

It is the intention of Gideon Capital and Monterra to establish and maintain a
board of directors with a combination or appropriate skill sets which is
compliant with all regulatory and corporate governance requirements, including
any applicable independence requirements. Subject to regulatory and shareholder
approval, if applicable, it is presently that the board of directors of the
Resulting Issuer will be constituted with up to six nominees of Monterra and one
nominee of Gideon Capital.


Upon completion of the Transaction, it is expected that the directors and
officers of Monterra will be insiders of the Resulting Issuer. Information
respecting the insiders and proposed directors and officers will be provided in
a follow up news release when available.


About Gideon Capital Corp.

Gideon Capital, a capital pool company as defined in Exchange Policy 2.4, was
incorporated under the laws of the Province of Ontario 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. The Company intends for the
Transaction to constitute its "Qualifying Transaction" as such term is defined
in Exchange Policy 2.4.


For more information on Gideon Capital 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 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.