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Message: Update NR, May-13. Extension..new "deadline" Nov-09-2009

Update NR, May-13. Extension..new "deadline" Nov-09-2009

posted on May 14, 2009 02:58AM
Chairman Capital Corp. - Update on qualifying transaction

SYMBOL - CMN.P

TORONTO, May 13 /CNW/ - Chairman Capital Corp. ("Chairman"), a capital pool company, announced today that it has requested and the TSX Venture Exchange has granted an extension to Chairman to complete a qualifying transaction. The TSX Venture Exchange requires that a qualifying transaction be completed in satisfactory condition to allow for the TSX Venture Exchange to issue a Final Exchange Bulletin evidencing the completion of Chairman's qualifying transaction. If the transaction has not been completed and the TSX Venture Exchange has not issued its Final Exchange Bulletin, on or before November 9, 2009, Chairman's shares may be suspended from trading.

Chairman previously announced that on August 6, 2008 Chairman, its wholly-owned subsidiary, 7022441 Canada Inc. ("7022441"), and Rockport Mining Corp ("Rockport") entered into an amalgamation agreement (the "Amalgamation Agreement"), a copy of which has been filed on SEDAR at www.sedar.com. The Amalgamation Agreement originally contemplated that the qualifying transaction would be completed by October 31, 2008. Delays in completing the qualifying transaction were experienced as a result of serious deterioration of the Canadian capital markets. Chairman, 7022441 and Rockport accordingly amended the Amalgamation Agreement to extend the date of completion of the qualifying transaction until March 31, 2009.

A qualifying transaction was not completed by March 31, 2009 and, under the terms of the Amalgamation Agreement, Chairman was consequently entitled to demand payment to it by Rockport of a termination fee equal to the lesser of Chairman's legal fees incurred in connection with the qualifying transaction and $250,000 (the "Termination Fee"). In consideration of Chairman not enforcing the Termination Fee, Chairman, Rockport and Chairman's legal counsel, Fasken Martineau DuMoulin LLP ("Fasken") have entered into an agreement as of May 13, 2009 (the "Debt Assignment Agreement") pursuant to which, among other things, Chairman has assigned to Rockport all of its indebtedness to Fasken in connection with legal services rendered to Chairman in respect of the qualifying transaction and Rockport has released Chairman from its obligation to deal exclusively with Rockport in connection with a possible qualifying transaction. Chairman, 7022441 and Rockport have also entered into an agreement further amending the Amalgamation Agreement to conform with the aforementioned terms of the Debt Assignment Agreement. Although Chairman is free to explore alternative candidates with which it could complete a qualifying transaction, Chairman and Rockport will continue to work together in an effort to complete a qualifying transaction as soon as practicable.

Additional information on Chairman Capital Corp. can be found at www.sedar.com.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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 this 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 TSXV has in no way passed on the merits of this proposed transaction
and has neither approved nor disapproved the contents of this press
release.


Source: CNW (May 13, 2009 - 9:23 PM EDT)

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