CHC.P
2010-03-08
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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.
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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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