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.
    





For further information:

For further information: Jonathan Aune, CEO, Chairman Capital Corp.,
(416) 361-1448

Organization Profile

CHAIRMAN CAPITAL CORP.

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