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