Chrome Capital Inc.

November 30, 2009 20:42 ET

Chrome Capital Inc. and Blacksteel Oil Sands Inc. Announce Receipt of Conditional Approval for Qualifying Transaction, the Filing of Filing Statement and Amended Terms to Private Placement

CALGARY, ALBERTA--(Marketwire - Nov. 30, 2009) - Chrome Capital Inc., (TSX VENTURE:KRM.P) ("Chrome" or the "Corporation"), is pleased to announce that further to its news releases dated September 15, 2009 and October 30, 2009, the TSX Venture Exchange (the "Exchange") has conditionally approved the amalgamation (the "Amalgamation") of Blacksteel Oil Sands Inc. with 1495021 Alberta Ltd., a wholly-owned subsidiary of Chrome.

The filing statement of the Corporation dated November 30, 2009, which describes the terms of the Amalgamation, has been filed with the Exchange and applicable securities commissions and is available on SEDAR under the Corporation's profile at

The Corporation also announces that it has agreed with Blacksteel to amend the terms of the private placement (the "Private Placement") that Chrome is pursuing in conjunction with the Amalgamation. Subscribers to the Private Placement may now, at their option, elect to subscribe for shares of Blacksteel issued on a flow-through basis at a price of $0.55 per share. There is no obligation for Blacksteel to sell any flow-through shares as a condition of closing the amalgamation. No other terms of the Private Placement have been amended.

It is anticipated that the closing of the Private Placement and concurrently the Amalgamation will take place on or about December 9, 2009 subject to further announcement by Chrome.

The trading of Chrome's common shares has been suspended pending closing of the Amalgamation and the Concurrent Financing or the transfer of Chrome's shares to the NEX Exchange.

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 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.

Advisory Regarding Forward Looking Statements

This press release contains forward-looking statements which include, but are not limited to: reserve and resource estimates, anticipated closing of the Amalgamation and the Private Placement, projected timing of closing, expectations as to bringing a producing well back into production, expectations, evaluations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct. Results of the Corporation and the ability to complete the Amalgamation, the Private Placement and carry out the other matters contained in this press release may be affected by a variety of variables and risks including those associated with oil and gas exploration, production and transportation in the event that the Amalgamation is completed, such as loss of market, volatility of oil and gas prices, currency fluctuations, environmental risks, competition from other producers, ability to access sufficient debt and equity capital from internal and external sources, ability to generate sufficient cash flow from operations to meet current and future obligations, and risks associated with existing and potential future lawsuits and regulatory actions made against the Corporation; as a consequence, actual results could differ materially from those anticipated or implied in the forward-looking statements.

The Corporation's forward-looking statements are expressly qualified in their entirety by this cautionary statement and are made as of the date of this new release. Unless otherwise required by applicable securities laws, the Corporation does not intend nor does it undertake any obligation to update or review any forward-looking statements to reflect subsequent information, event, results or circumstances or otherwise.

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

  • Chrome Capital Inc.
    Gregory R. Harris
    President, CEO and CFO
    (403) 777-9222
    Blacksteel Oil Sands Inc.
    Jacques Soroka
    President and CEO
    (403) 453-0060