Carrington Acquisition Corporation Announces Details Regarding Qualifying Transaction With McKinsey International College The La

Carrington Acquisition Corporation ("Carrington" or the "Corporation") (NEX
BOARD:CAQ.H) is pleased to announce that it has entered into an arm's length
binding letter agreement (the "Agreement") dated May 31, 2010 with McKinsey
International College The Language School Inc. ("McKinsey"), pursuant to which
Carrington will, subject to a number of conditions, acquire all of the issued
and outstanding securities of McKinsey. The transaction will constitute the
Corporation's qualifying transaction (the "Qualifying Transaction") under the
policies of the TSX Venture Exchange (the "Exchange"). 


About McKinsey

McKinsey is a private company that was incorporated on February 22, 2002
pursuant to the Business Corporations Act (Ontario) (the "Act"). McKinsey is in
the business of private education and provides educational services, both
in-class and online, with an emphasis on teaching: (i) English as a second
language ("ESL"); (ii) college courses for professional training; (iii) high
school courses; and (iv) professional development courses. 


McKinsey is run by experienced professionals in the private and public education
field and is significantly involved in the recruitment and education of foreign
students in Toronto. 


McKinsey Corporate History and Structure

As indicated above, McKinsey was incorporated on February 22, 2002. Its
registered head office is located at 433 Yonge Street, Toronto, Ontario.


McKinsey is a private company with approximately 7 shareholders. It is not a
reporting issuer and its shares are not listed on any stock exchange.


McKinsey has 15,640,000 common shares issued and outstanding and has not issued
any stock options, warrants, convertible or exchangeable securities or other
rights to acquire securities to date. The principal stakeholder of McKinsey is
its Chief Executive Officer, Andrew Jong Soo Ryu, who directly or indirectly
owns or controls approximately 63% of the issued and outstanding shares in
McKinsey. Mr. Ryu presently resides in Toronto, Ontario.


Based on preliminary audited financial statements for McKinsey, the following
are estimated results for the fiscal year ended December 31, 2009: McKinsey had
revenues of $1,010,007 and expenses of $997,399, resulting in a profit of
$15,370. In addition, as at December 31, 2009, McKinsey had total assets of
$189,455, total liabilities of $341,693and a working capital deficit of
$152,238. 


Summary of the Proposed Qualifying Transaction

Carrington and McKinsey entered into the Agreement on May 31, 2010, pursuant to
which Carrington will, subject to a number of conditions, acquire all of the
issued and outstanding securities of McKinsey. 


Carrington currently has 4,150,000 common shares and options issued and
outstanding. Each option entitles the holder to acquire an aggregate of 530,000
Carrington common shares at a price of $0.10 per common share. 


Under the terms of the Agreement, Carrington has agreed to acquire McKinsey by
way of a share exchange agreement (the "Share Exchange Agreement") whereby all
of the shareholders of McKinsey will exchange all of the common shares of
McKinsey for common shares of Carrington. Each McKinsey shareholder will receive
one (1) common share of Carrington for each share of McKinsey that they hold.
The purchase price for McKinsey shares will be three million, three hundred
thousand dollars ($3,300,000) and will be satisfied by the issuance of
approximately 22,000,000 Carrington common shares at a deemed price of $0.15 per
common share. Upon the issuance of Carrington common shares to McKinsey
shareholders, McKinsey shareholder will own approximately eighty four percent
(84%) of Carrington, before giving effect to the exercise of the Carrington
options and the Carrington Financing and the McKinsey Financing (as defined
below). 


The closing of the Qualifying Transaction with McKinsey is subject to a number
of conditions, including the following:




1.  receipt of all required regulatory approvals, including the approval of
    the Exchange; 
2.  completion of all due diligence reviews by each of Carrington and
    McKinsey; 
3.  receipt of all director and shareholder approvals as may be required
    under applicable laws or regulatory policies, including those of the
    Exchange; and 
4.  execution of the definitive Share Exchange Agreement; 
5.  completion by Carrington of an equity financing (the "Carrington
    Financing") for up to 2,666,666 units ("Carrington Units") at an issue
    price of $0.15 per Unit for maximum gross proceeds of $400,000. Each
    Carrington Unit shall be comprised of one (1) common share and one (1)
    common share purchase warrant (each a "Carrington Warrant"), with each
    Warrant entitling the holder thereof to purchase a common share of
    Carrington at a price of $0.225 per common share for a period of 24
    months; and 
6.  completion by McKinsey of an equity financing (the "McKinsey Financing")
    for up to 5,333,333 units ("McKinsey Units") at an issue price of $0.15
    per Unit for maximum gross proceeds of $800,000. Each McKinsey Unit
    shall be comprised of one (1) common share and one (1) common share
    purchase warrant (each a "McKinsey Warrant"), with each Warrant
    entitling the holder thereof to purchase a common share of McKinsey at a
    price of $0.225 per common share for a period of 24 months. 



Following completion of the Qualifying Transaction, the Board of Directors of
the Corporation will consist of Andrew Ryu, Kenneth MacQueen, Jay Vieira, George
Lunick and Donald Coons.


Andrew Ryu- CEO and Board of Director 

Mr. Ryu has been a member of Ontario College of Teachers, with qualifications in
both intermediate and senior grades for math and science. Mr. Ryu completed his
B.Sc. at McMaster University, followed by graduate study in Education at
University of Toronto. From 1997 to 2005, Mr. Ryu was co-founder and CEO of the
Toronto Learning Academy Inc. (the "TLA"), which grew into Toronto Academic
School(the "TAS"), the Toronto Business College(the "TBC"), the Canadian
International College of Business and English (the "CCE") and the Toronto
College of Diamond Institute (a private vocational college offering diploma
programs). From 2005 to 2008, he was president of business development of the
Archer Education Group, which had sites in Toronto, Vancouver, Hamilton, Ajax,
and Beijing in China. Since February 2009, Mr. Ryu has been the Chief Executive
Officer of McKinsey.


Kenneth MacQueen- President 

Dr. Kenneth MacQueen is based in Ottawa, Canada. Dr. MacQueen graduated from
McGill University, and has served as the president of Huntington University,
principal of the Vancouver School of Theology, president and CEO of the Archer
Education Group, Chairman of the Beijing Oztime Education and Network
Technology, and has served on a number of boards and committees (some
educational and some community). Dr. MacQueen has considerable experience in
program development, collaborative projects, academic oversight and
administrative matters ranging from personnel through property development. His
immediate tasks with McKinsey will begin with strategic priority setting and
overseeing planning and implementation of business and revenue development
partnerships and projects.


Jay Vieira - Chair of the Board 

Mr. Vieira is, and has been since 2006, a partner with the law firm of Fogler,
Rubinoff LLP in Toronto, Ontario. Prior to that and since 2000, Mr. Vieira was
an associate with Sui & Pathak, Sui & Company and Himlefarb, Prozanski as well
as being as sole practitioner. Mr. Vieira focuses on the area of securities and
corporate finance. Mr. Vieira is a member of the Canadian and Ontario bar
associations and the Law Society of Upper Canada. Mr. Vieira was admitted to
Ontario bar in 1999 after obtaining his LL.B. from the University of Windsor.
Mr. Vieira holds a B.A. (Hons.) in Humanities from McMaster University. It is
anticipated that Mr. Vieira will devote 10% of his time to the affairs of the
resulting issuer. Mr. Vieira has not, and it is not anticipated that, on the
completion of the Qualifying Transaction, he will enter into a non-disclosure
and non-competition agreement with the resulting issuer.


George Lunick - CFO and Director 

Mr. Lunick has been a Chartered Accountant with Lunick & Company CA Professional
Corporation, a private chartered accounting firm, and Lunick & Company Inc., a
merchant banking firm, both located in London, Ontario, since 1992. He is also
president and CEO of Carrington. Mr. Lunick has been the CEO, president and a
director of Pearl River Holdings Ltd, a public company in the business of
manufacturing plastic products, trading on the TSX Venture Exchange, since May
1995. He was also a director of The Loyalist Insurance Group Limited, a public
company in the business of insurance, trading on the TSX Venture Exchange, from
December 1996 to May 2004 and he was a director of Jackal Energy Inc, a capital
pool company, from February 2001 to June 2002, which traded on the Exchange. Mr.
Lunick received his Honours in Business Administration degree from the Richard
Ivey Business School at the University of Western Ontario in June of 1981, and
his professional designation as a chartered accountant from the Institute of
Chartered Accountants of Ontario in September of 1983..


Donald W. Coons - Director

Donald W. Coons is the president, CEO, CFO, and a director of The Loyalist
Insurance Group Limited, a TSXV listed company, since December 12, 1996. Mr.
Coons was president of Loyalist Insurance Brokers Limited from 1988 until its
amalgamation with The Loyalist Insurance Group Limited on January 1, 2008.


Mr. Coons has also served as a director of Carrington since 2006. Mr. Coons
previously served as a director of Shelbourne Properties I, Inc., Shelbourne
Properties II, Inc., and Shelbourne Properties III, Inc. three real estate
investment trusts listed on the AMEX in New York from 2001 to 2002. Mr. Coons
was employed with Cargill Inc., of Minneapolis, Minnesota from 1986 to 1988 as
an international currency and bond trader. Mr. Coons received an A.B. in
economics from Princeton University. 


Upon completion of the Qualifying Transaction, the Corporation will have
approximately 26,150,000 common shares outstanding. Mr. Ryu will own or control
approximately 53% of the issued and outstanding shares of the Corporation
post-closing of the Qualifying Transaction.


The Qualifying Transaction will be an arm's length transaction as the current
officers and directors of Carrington own no interests in McKinsey and, as such,
Carrington shareholders' approval is not required, unless otherwise required by
law or the Exchange. 


Caution Concerning Forward-Looking Statements 

Some statements in this press release contain forward-looking information within
the meaning of applicable Canadian securities legislation. These statements
include, but are not limited to, statements with respect to the entering into of
agreements, the closing of transactions and the expenditure of funds. These
statements address future events and conditions and, as such, involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Corporation to be materially
different from any future results, performance or achievements expressed or
implied by the statements. Such factors include, among others, the timing of
transactions, the ability to fulfill certain conditions, the ability to raise
funds, general business, economic, competitive and political uncertainties and
the timing and amount of expenditures. Neither the Corporation, nor McKinsey
undertakes to update any forward-looking information, except in accordance with
applicable securities laws.


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 of the
Corporation to be prepared in connection with the Qualifying Transaction, any
information released or received with respect to the Qualifying 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.