Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of Jersey, Channel Islands.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00

(the "Regulation")

MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

CHAIRMAN CAPITAL CORP.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Chairman Capital Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent (the "Request") of the Commission to continue in another jurisdiction (the "Continuance"), as required by subsection 4(b) of the Regulation. At the time of the continuance, the Applicant will have changed its name to and will be operating as "Longreach Oil and Gas Limited";

AND UPON considering the Request and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the Business Corporations Act (Ontario) by certificate of incorporation issued on May 31, 2006.

2. The Applicant's corporate name will be changed to Longreach Oil and Gas Limited. The corporate name change was approved by the Applicant's shareholders (the "Shareholders") by way of special resolution at a special meeting of shareholders (the "Meeting") held on January 22, 2010.

3. The Applicant's head office is located at 66 Wellington Street West, Suite 4200, Toronto, Ontario, M5K 1N6. Following completion of the proposed Continuance, the registered office of Longreach Oil and Gas Limited will be located at 66 Wellington Street West, Suite 4200, Toronto, Ontario, M5K 1N6 .

4. The authorized capital shall be an unlimited number of common shares, of which 1,666,667 common shares were issued and outstanding as at December 22, 2009.

5. The Applicant's issued and outstanding common shares are listed for trading on the TSX Venture Exchange, trading under the symbol CMN.P.

6. The Corporation proposes to make an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Companies (Jersey) Law (1991) (the "Jersey Law"). As a result of the Meeting dated January 22, 2010, wherein the Shareholders approved the Applicant's corporate name change to "Longreach Oil and Gas Limited", the Applicant proposes to make the application for authorization to continue as Longreach Oil and Gas Limited. Upon completion of the name change and the consent to continue, Longreach Oil and Gas Limited will continue into Jersey, Channel Islands.

7. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent of the Commission.

8. The Applicant is an offering corporation under the provisions of the OBCA.

9. The Applicant is a reporting issuer within the meaning of the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the "OSA"), within the meaning of the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the "ASA"), within the meaning of the Securities Act (British Columbia), R.S.B.C 1996, c. 418 (the "BCSA") and within the meaning of the Securities Act (New Brunswick), S.N.B. 2004, c. S-5.5 (the "NBSA"). Longreach Limited will remain a reporting issuer under the OSA, ASA, BCSA and NBSA following the Continuance.

10. The Applicant is not in default of any of the provisions of the OSA or the regulations or rules made thereunder and is not in default under the ASA, BCSA and NBSA.

11. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OSA or the ASA, BCSA and NBSA.

12. The Continuance of Longreach Limited was approved by the Shareholders at the Meeting held on January 22, 2010 by way of special resolution (48% of the issued shares being voted and the special resolution being passed by 97.886% affirmative votes voted at the meeting).

13. The management information circular of the Applicant describing the Continuance, dated December 22, 2009, (the "Information Circular"), provided to the Shareholders in connection with the Meeting, advised them of the material differences between the provisions of the OBCA and Jersey law and of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

14. The Continuance under the Jersey Law has been proposed for the Applicant as the Applicant has entered into a letter of intent dated November 11, 2009 (the "Letter of Intent") with Longreach Oil and Gas Ventures Limited (the "Target"), a corporation existing and operating under Jersey Law. Pursuant to the Letter of Intent, the Applicant would acquire all the issued and outstanding shares of the Target (the "Proposed Transaction").

15. The Proposed Transaction is intended to constitute the Qualifying Transaction of the Applicant pursuant to Policy 2.4 of the TSX Venture Exchange (the "Qualifying Transaction"). Following the completion of the Qualifying Transaction, the Applicant will not carry on business in Canada, own any assets or have its executive mind or management in Canada.

16. The Board of Directors of the Applicant have determined that in order to effect the Qualifying Transaction it is desirable and in the best interests of the corporation and its shareholders for Longreach Oil and Gas Limited to continue its corporate existence under the Jersey Law, and that the continuation will not materially adversely affect the rights of the Applicant's Shareholders or the conduct of the business and affairs of the Applicant.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of Longreach Oil and Gas Limited as a corporation under Jersey Law.

DATED at Toronto on this 9th day of February, 2010.

"Carol Perry"
Commissioner
Ontario Securities Commission
 
"James Turner"
Commissioner
Ontario Securities Commission