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Published on 3/14/2006 in the Prospect News PIPE Daily.

New Issue: Chapeau raises $3 million from placement of convertible note

By Sheri Kasprzak

New York, March 14 - Chapeau, Inc. said it pocketed $3 million from the sale of a convertible promissory note.

The company sold the 12% note to the Gordon V. and Helen C. Smith Foundation, one of the company's current shareholders.

The note is due March 10, 2009 and is convertible into shares during the first year at $1.25. After March 10, 2007, the conversion price will be equal to the lesser of 75% of the average closing bid price of the company's stock for the 90 days before conversion or $1.25.

The initial conversion price represents at 56.25% premium to the company's closing stock price of $0.80 on March 10.

Based in Sparks, Nev., Chapeau develops engines that circulate emissions to produce additional power.

Issuer:Chapeau, Inc.
Issue:Convertible promissory note
Amount:$3 million
Maturity:March 10, 2009
Coupon:12%
Price:Par
Yield:12%
Conversion price:$1.25 for the first year; the lesser of 75% of the average closing bid price of the company's stock for the 90 days before conversion or $1.25 thereafter
Warrants:No
Investor:The Gordon V. and Helen C. Smith Foundation
Settlement date:March 10
Stock symbol:OTCBB: CPEU
Stock price:$0.80 at close March 10

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