March 1, 2011 - GMP Announces Closing of Over-Allotment Option

Toronto, ON. (March 1, 2011) – GMP Capital Inc. (“GMP”) (TSX: GMP) announced today that it has closed the over-allotment option granted to the underwriters in connection with GMP’s bought deal public offering of Cumulative 5-Year Rate Reset Preferred Shares, Series B (the “Series B Shares”), which closed on February 22, 2011. As a result of the exercise of the over-allotment option, GMP sold an additional 600,000 Series B Shares at a price of $25.00 per share for additional gross proceeds of $15,000,000. In total, GMP has issued 4,600,000 Series B Shares for aggregate gross proceeds of $115,000,000. The Series B Shares trade on the Toronto Stock Exchange under the trading symbol “GMP.PR.B”.

GMP intends to use the net proceeds from the offering for general corporate purposes, which will include the redemption of the senior unsecured notes issued on November 1, 2006 by Griffiths McBurney L.P., an indirect wholly-owned subsidiary of GMP, in the aggregate principal amount of $60 million, such redemption to occur in accordance with the note indenture governing the notes, and may include acquisitions and investments with a view to growing or expanding GMP’s businesses.

The Series B Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of the United States. Accordingly, the Series B Shares may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to transactions exempt from registration under the U.S. Securities Act or under the securities laws of the applicable state. This News Release does not constitute an offer to sell or a solicitation of an offer to buy any security.


GMP Capital Inc. carries on business through the following principal entities: GMP Securities L.P., Griffiths McBurney Corp., GMP Securities Europe LLP, EdgeStone Capital Partners, L.P. and GMP Investment Management L.P. GMP Capital Inc. also has a non-controlling ownership interest in Richardson GMP Limited. The GMP Capital Inc. website is located at GMP Capital Inc. has offices in Toronto, Calgary, Montreal and London, England. GMP Securities L.P. is a leading independent Canadian investment dealer focused on investment banking and institutional equities for corporate clients and institutional investors. GMP Securities L.P. can be found on the web at Griffiths McBurney Corp. services institutional clients in the United States while GMP Securities Europe LLP provides investment banking and institutional equity services to clients located in Europe. EdgeStone Capital Partners, L.P. is a Canadian private equity manager, focused on middle market buy-out and other private equity activities. EdgeStone Capital Partners, L.P. can be found on the web at GMP Investment Management L.P., through its private funds, seeks to generate superior risk-adjusted investment returns over the long term by executing selected investment strategies. GMP Investment Management L.P.’s offerings are aimed at both high net-worth individuals and institutional investors. GMP Investment Management L.P. can be found on the web at Richardson GMP Limited is a full-service investment firm, combining tradition and 2 innovation to offer Canadian families and entrepreneurs access to innovative wealth management and investment services delivered by an experienced team of independent investment professionals. Richardson GMP Limited can be found on the web at

For further information please contact:

GMP Capital Inc.

Rocco Colella, Director, Investor Relations

145 King Street West, Suite 300

Toronto, Ontario, M5H 1J8

Tel: (416) 941-0894; Fax: (416) 943-6175 or


This press release contains “forward-looking statements” as defined under applicable Canadian securities laws including statements regarding GMP’s intended use of the net proceeds from the offering of Series B Shares and additional forward-looking statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts but instead represent management’s beliefs, expectations, estimates and projections regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. These statements include, but are not limited to, statements made with respect to management’s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in this press release. GMP’s primary business activities are both competitive and subject to various risks. These risks include market, credit, liquidity, operational and legal and regulatory risks and other risk factors including, without limitation, variations in the market value of securities, the volatility and liquidity of equity trading markets, the volume of new financings and mergers and acquisitions (“M&A”), competition in the marketplace for suitable investments, sustainability of fees, nature and type of portfolio company investments, ability to realize carried interest entitlements and dependence on key personnel. Other factors, such as general economic conditions, including interest rate and exchange rate fluctuations, may also have an effect on GMP’s results of operations. Many of these risks and uncertainties can affect our actual results and could cause our actual results to differ materially from those expressed or implied in any forward-looking statement made by us or on our behalf. For a description of risks that could cause our actual results to materially differ from our current expectations, please see the “Risk Management” section in GMP’s 2009 Annual MD&A and “Risk Factors” in GMP’s annual information form dated March 1, 2010. Material factors or assumptions underlying the forward-looking statements contained in this press release include without limitation the ability of Griffiths McBurney L.P. to satisfy the requirements under the note indenture to complete the redemption of the notes, improving pace of economic and business activity in North America in connection with the level of public offerings, M&A activity and securities trading opportunities, decreasing equity market volatility, prolonged low interest rate environment, strong and rising commodity prices, lower demand for Canadian resources from less certain economic activity in emerging markets; ongoing concerns over sovereign debt issues within the European Union, and a strengthening Canadian dollar relative to the United States dollar. For other factors or assumptions applied see the “Business Environment and Market Outlook” section included in GMP’s 2009 Annual MD&A, as updated in GMP’s Management’s Discussion and Analysis for the three and nine months ended September 30, 2010. Readers are cautioned that the preceding list of material factors or assumptions is not exhaustive. Although forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Certain statements included in this press release may be considered a “financial outlook” for purposes of applicable Canadian securities laws, and as such the financial outlook may not be appropriate for purposes other than this press release. The forward-looking statements contained in this press release are made as of the date of this press release, and should not be relied upon as representing GMP’s views as of any date subsequent to the date of this press release. Except as required by applicable law, GMP, its management and the board of directors of GMP undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


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