Chesstown Capital Inc.

March 11, 2011 17:02 ET

Chesstown Capital Inc. Receives TSXV Approval for Loan

BURLINGTON, ONTARIO--(Marketwire - March 11, 2011) -

Letter of Intent and Definitive Agreement

Chesstown Capital Inc. (TSX VENTURE:CHC.H) ("Chesstown") announced on December 13th, 2010, it entered into an arm's length and non-binding letter of intent ("LOI") with Apex Royalty Corporation ("Apex") pursuant to which Chesstown will, subject to a number of conditions, acquire all of the issued and outstanding shares of Apex. Apex owns an option to acquire an undivided one hundred percent legal and beneficial interest in and to certain mining claims located in northern Ontario (the "Transaction").

Chesstown further announced on January 26, 2011 that it had entered into a definitive agreement with the shareholders of Apex to acquire all of the issued and outstanding shares of Apex.

Chesstown is a Capital Pool Company under the policies of the TSX Venture Exchange ("TSXV") and it is intended that the Transaction, if completed, will constitute Chesstown's Qualifying Transaction under TSXV policies. It is anticipated that the Resulting Issuer will meet Tier 2 listing requirements of the TSXV for a Mining Issuer upon completion of the Transaction.

Loan to Apex

The TSXV has provided conditional approval to Chesstown to advance a secured non-interest bearing loan to Apex, if necessary, in the amount of $120,000 for the purpose of making a payment under the option agreement between Apex and the owners of the mining claims subject to the option. The payment under the option agreement is due on March 25, 2011. The purpose of the loan is to preserve the asset until the completion of the Transaction. The loan will be secured by all of the assets of Apex and will be repayable if the Transaction does not close by July 31, 2011. The approval is conditional upon the TSXV reviewing the loan documentation.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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.

For Investors

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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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