Chesstown Capital Inc.
TSX VENTURE : CHC.H

January 26, 2011 08:00 ET

Chesstown Capital Inc. Enters Into Definitive Agreement With Apex Royalty Corporation

TORONTO, ONTARIO--(Marketwire - Jan. 26, 2011) - Chesstown Capital Inc. ("Chesstown") (TSX VENTURE:CHC.H), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange Inc. (the "Exchange")), is pleased to announce that, further to its press release dated December 13th, 2010, it has entered into a definitive agreement (the "Agreement") effective January 18, 2011 with all of the ten (10) shareholders (the "Apex Shareholders") of Apex Royalty Corporation ("Apex")in respect of a proposed Qualifying Transaction (as defined in the CPC Policy) with Apex (the "Proposed Transaction").

If the Proposed Transaction is completed (the "Closing"), Chesstown will acquire all of the issued and outstanding common shares in the capital of Apex (the "Apex Shares") in exchange for the issuance to the Apex Shareholders of an aggregate of 3,000,000 common shares in the capital of Chesstown (the "Chesstown Shares") at a price per Chesstown Share equal to $0.20.

Immediately after the Closing, Apex will be a wholly-owned subsidiary of the Resulting Issuer (the "Resulting Issuer" being Chesstown immediately after the Closing). It is anticipated that the Resulting Issuer will meet the Tier 2 listing requirements of the Exchange for a Mining Issuer.

About Apex:

Apex, incorporated in 2006 under the Ontario Business Corporations Act, is a private company based in Toronto, Ontario. The principal activity of Apex is mineral exploration and development. Apex's only significant asset is an option to acquire a 100% interest, subject to a 2.5% net smelter royalty ("NSR"), in the Burton Property.

The "Burton Property" includes 6 patented mining claims and 16 unpatented mining claims covering approximately 356 hectares, in Esther Township, Porcupine Mining Division, Northern Ontario. The Burton Property is located within the Swayze Greenstone Belt which has recently been interpreted to be part of the Abitibi Greenstone Belt which hosts the world class Timmins and Kirkland Lake lode gold mining camps. Gold mineralization was discovered on the Burton Property in 1928 and the Burton Property has been the subject of limited exploration activity since the discovery.

A NI 43-101 Technical Report on the Burton Property prepared for Apex dated May 15, 2010 and authored by Jamie Lavigne M.Sc., P. Geol., a person who was at that time at arms-length from Apex (the "43-101 Report"), forms the basis for description of the Burton Property in this press release.

There is an underlying 2.5% NSR payable to Martin Burton, Cumming Burton and Archie Burton for any metals produced from the Burton Property. Apex retains the right to purchase sixty percent of the royalty at any time prior to or after the commencement of production on the Burton Property. The purchase price for the sixty percent interest in the royalty is $1,500,000.

The following persons are the shareholders of Apex: Edward Stringer, a resident of Garson, Ontario, Stringer Explorations Ltd, a corporate entity controlled by Edward Stringer, Jamie Lavigne, a resident of Sudbury, Ontario, Alexander Air, a resident of Mississauga, Ontario, A.C.A. Howe, a resident of Toronto, Ontario, J.F. Church, a resident of Sudbury, Ontario, David Beilhartz, a resident of Sudbury, Ontario, Martin Burton, a resident of Sudbury, Ontario, Cumming Burton, a resident of Sudbury, Ontario and Archie Burton, a resident of Sudbury, Ontario.

The Burton Property is at the initial exploration stage. Previous exploration on the Burton Property has identified gold mineralization associated with sulphide facies iron formation, silica facies iron formation, and other geological formations. None of the known mineralized zones on the Burton Property have been completely explored and delineated by drilling. The 43-101 Report determined that there is potential for expanding the known mineralization as well as potential for locating other mineralized zones within the Burton Property. Work permits may be required for drilling or if extensive stripping of outcrops is undertaken on the Burton Property.

The 43-101 Report advised a two-phased exploration program on the Burton Property (the "Work Program") as follows:

The first phase (Phase I) is designed to further evaluate and understand the mineralization and structures of the Burton Property. This involves additional geophysical surveying and ground geophysical follow-up. Detailed ground exploration including line cutting, ground magnetic and electromagnetic surveying will be completed on selected areas. An estimate of the cost of such a program is $245,000.

Assuming that the results from this work are encouraging, a second phase (Phase II) designed to locate and sample all of the reported mineralized zones on the Burton Property is recommended. This phase would include a diamond drill program to test for gold and base metal mineralization.

Financing:

A non-brokered private placement will be completed prior to or in conjunction with the closing of the Transaction (the "Financing"). The Financing will raise approximately $800,000 at $0.20 per common share or higher. The funds from the Financing will be used to fund the Work Program and for working capital purposes.

Proposed Directors and Senior Management Team:

It is currently expected that following Closing, the Resulting Issuer's board of directors would be comprised of five (5) members and is expected to include Edward Stringer, Brian Crawford, Jamie Lavigne, David Beilhartz and Peter Clausi. As soon as is reasonably practicable after the Closing, the parties intend to appoint two additional directors to the board of the Resulting Issuer.

It is also expected that the senior officers of the Resulting Issuer would be as follows: Edward Stringer would act as President, Chief Executive Officer and Chairman of the Board of Directors; Brian Crawford would act as Chief Financial Officer and Jamie Lavigne would act as Vice President Exploration.

Edward Stringer is President of Apex. Mr. Stringer has over forty two years of extensive experience in mining and mineral exploration. Mr. Stringer has held senior management positions in several private and public mining related companies, and is currently a director of Landdrill International Inc., a TSXV listed company. Previously Mr. Stringer has served as a director and Executive Chairman of Garson Gold Corp., and as a director and CEO of Garson Resources Ltd.

Brian Crawford is President of Chesstown. Mr. Crawford, a chartered accountant, holds a Bachelor of Commerce from the University of Toronto and has over 30 years experience providing business advisory and corporate finance services to private and public companies. Mr. Crawford is a former partner with BDO Dunwoody, LLP, and currently is President of Brant Capital Partners Inc., a position which he has held since 2002, and a director and CFO of GTA Resources and Mining Inc., a TSXV listed company.

Jamie Lavigne has been involved in mineral exploration and development for over 20 years. Mr. Lavigne has a BSc (Geology) from Memorial University and an MSc (Geology) from the University of Ottawa. Mr. Lavigne has held senior management positions with public mining companies including Alexis Minerals Corp., Garson Gold Corp., FNX Mining Company Inc. and WMC International Ltd.

David Beilhartz has more than 25 years experience in mineral exploration throughout Canada. He holds a BSc (Geology) from Laurentian University and is a P. Geo. Mr. Beilhartz is currently VP Exploration for Trelawney Mining and Exploration Inc. and was previously VP Exploration of Lakeshore Gold Corp. Mr. Beilhartz has during his career, been involved with the discovery, definition and development of two significant gold deposits including the Timmins West gold deposit for Lakeshore Gold Corp. and Cote Lake deposit for Trelawney Mining and Exploration Inc.

Peter Clausi is a director of Chesstown and holds a Bachelor of Arts from Laurentian University and J.D. from Osgoode Hall Law School. Mr. Clausi has extensive experience as a business advisor to public and private companies. Mr. Clausi has served as chief compliance officer of Ascenta Finance Ltd., an exempt market dealer and has been a director and/or officer of a number of public companies listed on the Exchange and is currently CEO and a director of GTA Resources and Mining Inc.

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the Exchange's policies. Chesstown intends to apply for an exemption from sponsorship requirements based on the conduct of a non-brokered private placement in connection with the Transaction and/ or the basis of the already prepared current geological report for the Burton Property, which includes recommendations for exploration work. However, no assurance can be given that Chesstown will obtain this exemption.

Conditions to Completion of the Proposed Transaction:

The Closing is subject to acceptance by the Exchange of the Proposed Transaction and other applicable regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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.

This press release may include statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Chesstown cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what Chesstown currently foresees. Discussion of the various factors that may affect future results is contained in Chesstown's recent filings, available on SEDAR.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Chesstown Capital Inc.
    Brian Crawford
    President
    (905) 681-1925
    or
    Apex Royalty Corporation
    Edward Stringer
    President
    (705) 693-4101