Challenger Deep Capital Corp.
TSX VENTURE : CDE.P

Challenger Deep Capital Corp.

September 24, 2009 13:48 ET

Challenger Deep Capital Corp.: Update Regarding Acquisition of Redrock and Battle Mountain Projects as Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire – Sept. 24, 2009) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

Further to its news release of July 23, 2009, Challenger Deep Capital Corp. ("Challenger" or the "Corporation") (TSX VENTURE:CDE.P) is pleased to provide an update regarding its proposed qualifying transaction with Ansell Capital Corp. ("Ansell") (TSX VENTURE:ACP) regarding the Redrock property and the Battle Mountain property in Nevada (the "Proposed Transaction").

Proposed Transaction Update

Challenger and Ansell have entered into an amending agreement (the "Amending Agreement") dated September 22, 2009, which amends the letter agreement made effective July 22, 2009 in order to change the latest date by which the execution of the definitive agreement must occur, from October 15, 2009 to November 27, 2009.

Challenger is also pleased to advise that it has received preliminary confirmation from the TSX Venture Exchange (the "Exchange") that the Exchange is prepared to accept the Redrock property as meeting Tier 2 Minimum Listing Requirements (as defined in applicable Exchange Policy). Conditional approval of the Proposed Transaction by the Exchange has not yet been formally sought or granted. Challenger has also received from R.A. Lunceford, M.Sc., CPG, a "Qualified Person" (as such term is defined in National Instrument 43-101 ("NI 43-101")) the draft NI 43-101 compliant technical report on both the Redrock property and the Battle Mountain property, and in October, Challenger expects to make its initial submission requesting conditional approval of the Proposed Transaction from the Exchange.

Proposed New Members of Management

Challenger is also pleased to announce that, subject to Exchange acceptance and concurrently with the closing of the Proposed Transaction, Challenger intends to appoint Mr. Ian Thomson, CA, as Chief Financial Officer of the Corporation and Mr. J. Garry Clark, P.Geol., as a Director of the Corporation and the Vice President, Exploration. Biographical information is as follows.

Ian Thomson, Calgary, Alberta – Proposed CFO

Ian Thomson completed his Bachelor of Commerce degree at the University of Calgary in 2003. He articled at Heywood Holmes & Partners LLP, in Red Deer, Alberta for a year before returning to Calgary and joining DNTW Chartered Accountants, LLP. He wrote the UFE in 2005 and obtained his CA designation in September, 2006. In January 2006, Mr. Thomson moved on to work with Ascend LLP which merged with Meyers Norris Penny LLP in January, 2008. Mr. Thomson started his own firm, Ian Thomson Professional Corporation, in December, 2008 through which he provides accounting support to public and private companies, as well as compilations and tax services for owner-managed businesses.

J. Garry Clark, Thunder Bay, Ontario – Proposed Vice President, Exploration and Proposed Director

Garry Clark graduated with an HBSc. (Geology) from Lakehead University, Thunder Bay in 1983. He is a Professional Geologist registered with the Association of Professional Geoscientists of Ontario. After university he held various exploration geological positions with major and junior explorers. In the late 1980's, Mr. Clark began his consulting career. He continues to consult with projects across Ontario and overseas, and is also the Executive Director of the Ontario Prospectors Association (the "OPA"). Mr. Clark has been a director, Vice President or President of the OPA since its formation in the early 1990's. Mr. Clark is also a director of two junior mineral exploration companies that explore in North America and Mongolia, respectively.

Sponsorship Exemption and Trading Halt

In connection with making its initial submission to the Exchange, Challenger intends to make an application for an exemption from sponsorship requirements in connection with the Proposed Transaction. There is no assurance that such exemption will be granted. Trading in Challenger's Common Shares will remain halted until such time as the sponsorship exemption has been granted and the Exchange has completed its preliminary background searches or, if not granted, a sponsor has been engaged and initial sponsorship materials have been filed with and satisfactorily reviewed by the Exchange.

READER ADVISORY

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

Statements in this press release may contain forward-looking information including, statements regarding expected filing dates, approvals, Board and officer appointments, and the completion of the Proposed Transaction. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Challenger. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Challenger does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

Contact Information

  • Challenger Deep Capital Corp.
    Paul McKenzie, President, Chief Executive Officer
    and Chief Financial Officer
    (604) 642-2625
    (604) 642-2629 (FAX)
    www.sedar.com