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CHC.P   2010-03-08   (provided courtesy of Marketwire.)
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Chesstown Capital Inc. (TSX VENTURE:CHC.P) Announces the Signing of an Agreement in Principle


BURLINGTON, ONTARIO--(Marketwire - March 8, 2010) - 

Letter of Intent

On February 5th, 2010, Chesstown Capital Inc. ("Chesstown") (TSX 
VENTURE:CHC.P) announced that it entered into an arm's length and 
non-binding letter of intent ("LOI") with Canadian Star Minerals Limited 
("CSML") pursuant to which Chesstown would, subject to a number of 
conditions, acquire certain assets of CSML, namely an undivided one hundred 
percent legal and beneficial interest in and to certain mining claims 
located near High Lake in northwestern Ontario (the "Transaction"). The LOI 
was subject to various conditions.

Chesstown is now pleased to announce that, after satisfying certain 
conditions in the LOI, Chesstown and CSML have reached an Agreement in 
Principle, dated the 5th day of March, 2010.

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 the Tier 2 listing 
requirements of the TSXV for a Mining Issuer upon completion of the 
Transaction.

The Proposed Transaction:

Significant Assets

Chesstown proposes to purchase from CSML a 100% interest, subject to a 2% 
Net Smelter Return royalty (NSR), in the High Lake Gold Property ("High 
Lake") and an option agreement to acquire a 51% interest in the adjacent 
Electrum Lake property ("Electrum Lake"). In addition, Chesstown proposes 
to purchase from CSML a 100% interest in a 1-unit claim which was acquired 
by staking ("Canadian Star Claim") located between the other two 
properties. The combined High Lake, Electrum Lake and Canadian Star Claim 
(the "Property") is host to seven known gold prospects, as well as numerous 
gold-copper-molybdenum occurrences and covers a large area of favourable 
host rocks and has exploration potential for other mineral deposits. The 
Property is located in Ewart Township, Indian Bay Map area, near Kenora, 
Ontario.

There is an underlying 2% NSR payable to the original owner for any metals 
produced from the High Lake Property and a 2% NSR payable to the original 
optionee for metal produced from the Electrum Lake Property. The High Lake 
Property includes 20 mining claims held under a 21- year renewable mining 
lease granted by the Mining Lands Section of the Ontario Ministry of 
Northern Development and Mines (MNDM). The Electrum Lake Property contains 
10 unpatented mining claims (63 claim units).

The Property is at the initial exploration stage. None of the known 
mineralized zones on the Property have been completely explored and 
delineated by drilling.

A multi-phased exploration program on the Property has been recommended 
(the "Work Program") as follows:

The first phase (Phase I) is designed to confirm the gold mineralization 
reported in the most explored zone, the Purdex Zone. This involves surface 
mapping (including relocation of the historic drill collars, trenches, 
etc.) and a small diamond drilling program to "twin" several historic holes 
as well as to extend the currently known mineralization. An estimate of the 
cost of such a program is $222,915.

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 "Property" is recommended. This phase should also include 
surface geological mapping and some test geophysical surveys (Magnetometer 
and IP) for use in identifying and evaluating other similar zones. The 
identified mineralized zones should be stripped, mapped and sampled and a 
modest drill program carried out to confirm the approximate dimensions and 
Au content.

If Phases 1 and 2 of the Work Program are successful in verifying the 
existence and potential of the seven currently known targets on the High 
Lake/Electrum Lake Property, a third phase program consisting primarily of 
definition diamond drilling will be required. The Work Program should be 
sufficient to verify the mineralization outlined by previous explorers on 
the High Lake/Electrum Lake Property and provide the information needed to 
make a decision regarding an advanced exploration and development program.

The Vendor:

CSML was incorporated pursuant to the Ontario Business Corporations Act on 
October 9, 1996. Since then, CSML has carried on business as a mineral 
exploration and development company through the acquisition, sale and joint 
venturing of several advanced gold projects in Canada. The following 
persons own 10% or more of the issued and outstanding shares of CSML: Marco 
Chu, a resident of Markham, Ontario (10.80%), Lawrence Anderson, a resident 
of Oakville, Ontario (12.96%), and Christopher North, a resident of 
Scarborough, Ontario (65.35%).

Terms of the proposed Qualifying Transaction:

The purchase price for the Property will be $2,000,000, satisfied through 
the issuance to CSML of 10,000,000 common shares in the capital of 
Chesstown at an issue price of $0.20 per share.

Description of financing arrangement:

A private placement will be completed prior to or in conjunction with the 
closing of the Qualifying Transaction (the "Financing"). The Financing will 
raise approximately $300,000 at $0.20 per common share or higher. The funds 
from the Financing will be used to fund the Work Program.

The Resulting Issuer:

New insiders of the Resulting Issuer:

Lawrence Anderson of Oakville, Ontario, is Vice-President of CSML, a 
position which he has held for over 13 years. Mr. Anderson has over twenty 
years of extensive experience as a General Manager of a company which 
imports natural stone products. Prior to Mr. Anderson's involvement in the 
stone industry he was trained and schooled in the Nuclear Electronics field 
serving in the US Military Nuclear program as well as working as a Senior 
Field Engineer for General Instruments in New York USA.

Vernon K. Drylie, P.Eng., of Oakville, Ontario, holds a BASc. in 
Metallurgical Engineering from the University of Toronto. Mr. Drylie has 
more than thirty years experience in manufacturing and process plant 
operations management. He was formerly Plant Manager at NTN Bearing 
Corporation of Canada and a member of its Board of Directors. NTN is one of 
the world's largest bearing producers and a leading supplier to the 
industrial, natural resource and automotive markets. Prior to that, he was 
Technical Services Manager as well as a member of the Board of Directors of 
Bundy of Canada Ltd., a leading supplier and fabricator of small diameter 
tubing systems and assemblies for the automotive and industrial markets. He 
has also held the positions of Silver Refinery Supervisor and Engineering 
Manager for Johnson Matthey Ltd., a precious metals refiner and fabricator, 
Research Engineer in the mineral processing section of a research lab of 
Inco, and Pellet Plant Engineer for Iron Ore Company of Canada. Mr. Drylie 
is the holder of a US patent for cadmium-free gold solder alloys.

Christopher North, of Scarborough, Ontario, has been involved in mineral 
exploration and development for over 28 years. He is currently the 
President and CEO of CSML, a position which he has held for the past 10 
years. Mr. North has an associate diploma in Geological Engineering 
Technology and degrees in geology as well as an MBA from Lake Superior 
State University. He has been part of the world class Hemlo-Williams 
exploration and development team and as well as several other significant 
mining projects in Canada, Latin America and Africa with companies such as 
Noranda Inc., Lac Minerals Ltd. (now Barrick Gold Corporation), Northgate 
Minerals Corporation and Etruscan Resources Inc.

Contemplated leadership structure of the Resulting Issuer:

It is contemplated that, following the closing of the Transaction, two of 
Chesstown's current directors, Jeffrey Wood and Kenneth Dube will resign 
from the board of directors of Chesstown (the "Board") and Lawrence 
Anderson, Vernon Drylie and Christopher North will be appointed to the 
Board. Peter Clausi and Brian Crawford will remain on the board of 
directors of Chesstown.

It is contemplated that Lawrence Anderson will become Chief Executive 
Officer of Chesstown. Jeffrey Wood will resign as Chief Financial Officer 
and Brian Crawford will become Chief Financial Officer. It is contemplated 
that Peter Clausi will remain as head of the Audit Committee.

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 property, which includes recommendations 
for exploration work. However, no assurance can be given that Chesstown 
will obtain this exemption.

TSXV Approval

Completion of the Transaction is subject to a number of conditions, 
including but not limited to, TSXV acceptance and, if applicable, pursuant 
to TSXV 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 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.

-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Chesstown Capital Inc.
Brian Crawford
Chairman and CEO
905-681-1925
bcrawford@brantcapital.ca

Neither TSX Venture Exchange nor its Regulation Services Provider (as that 
term is defined in the policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy of this release.

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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