CHC.H CHC Student Housing Corp

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.

CHC Student Housing (TSXV:CHC.H)
Historical Stock Chart
From Apr 2024 to May 2024

CHC Student Housing (TSXV:CHC.H)
Historical Stock Chart
From May 2023 to May 2024