TORONTO: C.A. Bancorp Inc. (the "C.A. Bancorp") is pleased to announce that it has entered into an agreement with Charter Realty Holdings Ltd. ("Charter") to purchase up to 2,500,000 common shares of Charter (the "Acquisition"). This represents approximately 41.67% of Charter's outstanding common shares, on a private placement basis at a price of $0.20 per share for aggregate gross proceeds to Charter of $500,000 (see press release of Charter dated September 13, 2006). Charter is a capital pool company listed and posted for trading on the TSX Venture Exchange under the symbol "CRH.P". Charter's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

C.A. Bancorp is a merchant bank focused on investments in the mid-market sector, principally in Canada. C.A. Bancorp focuses on a range of transactions, with both public and private companies, across a broad range of industries, including real estate investment opportunities. In order to achieve its objectives pertaining to real estate, C.A. Bancorp has purchased an investment in Charter, a company established as a real estate investment vehicle. Charter will focus on the strategic acquisition, ownership and management of well-located, long-term leased industrial and retail properties throughout Canada. 

The Acquisition is a "related-party transaction" within the meaning of Ontario Securities Commission Rule 61-501 ("Rule 61-501") because John F. Driscoll is a director, officer and controlling shareholder of each of C.A. Bancorp and Charter. John F. Driscoll and his family beneficially own 5,874,379 common shares of C.A. Bancorp ("Common Shares"), representing approximately 50.18% of the outstanding Common Shares, and warrants to purchase up to an additional 3,974,379 Common Shares ("Warrants") through DCT Investment Corp. (1,900,000 Common Shares), Petro Assets Inc. (3,399,906 Common Shares and 3,399,906 Warrants) and Driscoll Children's Trust (574,473 Common Shares and 574,473 Warrants). John F. Driscoll and his family also beneficially own 1,900,000 common shares of Charter through DCT Investment Corp, representing approximately 54.2% of the outstanding common shares of Charter.

As a result of the Acquisition, the number of common shares of C.A. Bancorp and common shares of Charter beneficially owned by John F. Driscoll and his family, remained unchanged. The percentage of issued and outstanding common shares of Charter beneficially owned by John F. Driscoll and his family through DCT Investment Corp. and C.A. Bancorp increased to approximately 73.33%.

The Acquisition was unanimously approved by the independent members of the board of directors of C.A. Bancorp, with the abstention of John F. Driscoll.

OSC Rule 61-501 provides that an issuer involved in a related-party transaction must obtain a formal valuation (subject to certain exceptions), unless an exemption from this valuation requirement can be relied upon, and must obtain minority shareholder approval for the transaction, unless an exemption from this minority approval requirement can be relied upon. C.A. Bancorp is relying upon the exemptions set out in: (i) section 5.5(2) of OSC Rule 61-501 in order to exempt the Acquisition from the valuation requirements and (ii) section 5.7(2) of OSC Rule 61-501 in order to exempt the Acquisition from the minority shareholder approval requirements of OSC Rule 61-501. These exemptions apply in each case on the basis that neither the fair market value of the subject matter of, or the consideration for, the transaction exceeds 25 per cent of the market capitalization of C.A. Bancorp. 

C.A. Bancorp Inc.: C.A. Bancorp, a Toronto-based merchant bank, is involved in a range of transactions with both private and public companies across a broad range of industries in Canada. The majority of C.A. Bancorp’s endeavours falls under two major corporate areas: Direct Investments and Fund Management for the institutional, high-net-worth and retail markets. Investment opportunities are at the core of many of the activities, and transactions based on investments focus on the Canadian mid-market sector. The company trades on the TSX Venture Exchange, under the symbol BKP.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.