Strongbow Exploration Inc. (TSX-V: SBW) reports that it has entered into an agreement to acquire all the outstanding shares of Thor Gold Alaska, Inc. and, thereby, a 100% interest in each of the Sleitat and Coal Creek tin properties in Alaska (the "Properties"). Thor is a private company that will, at the time of acquisition by Strongbow, be owned by Osisko Gold Royalties Ltd. and Mr. R. Netolitzky, a director of Strongbow. Strongbow will acquire Thor in exchange for a total of 6,500,000 common shares of Strongbow allocated as to 5,000,000 common shares to Osisko and 1,500,000 common shares to Netolitzky, and a 2% NSR royalty on the Properties. The NSR royalty will be allocated as to 1.75% to Osisko and 0.25% to Netolitzky. Concurrently the Company intends to complete a minimum $500,000 non-brokered private placement.
Mr. Ken Armstrong, President and CEO of Strongbow, stated, "The Coal Creek and Sleitat tin properties represent two significant North American tin prospects. As part of the agreement with Osisko, Strongbow will be able to draw upon the experience and expertise of Osisko's technical team as it continues to seek new projects."
In addition to the shares and the NSR royalty, Strongbow will grant Osisko a first right of refusal on the sale of any future royalties on any of its properties. The agreement also requires that Strongbow complete a minimum $500,000 non-brokered private placement financing, to which Osisko has agreed to subscribe for $200,000.
Private Placement Financing
The non-brokered private placement will comprise 5,000,000 Units at a price of $0.10 per Unit for total gross proceeds of $500,000. Each Unit will consist of one common share and one half of one common share purchase warrant. Each full warrant will allow the holder to purchase one share of Strongbow at a price of $0.20 for a period of 24 months from the closing date of the financing. Proceeds from the private placement will be used to finance initial exploration programs at Sleitat and Coal Creek and for working capital purposes. The private placement is integral to the acquisition of Thor and therefore Strongbow will be relying on the 'part and parcel pricing' exemption allowed by the TSX Venture Exchange.
It is anticipated that insiders of Strongbow will also participate in the private placement on the same terms and conditions as arm's length subscribers. Strongbow may pay commissions and finders' fees in connection with the financing.
Sleitat tin property, Alaska
The Sleitat tin property consists of 22 State of Alaska mining claims covering 1,425 hectares located approximately 137 km northeast of the community of Dillingham. Past evaluation of the Sleitat property was conducted by Cominco America Inc. in the mid-1980s and Solomon Resources in the mid-2000s. Exploration work has consisted of mapping, sampling, geophysical surveys, 4,680 feet (1,426 m) of drilling (14 holes) and initial metallurgical studies. In 1989, The United States Bureau of Mines estimated the Sleitat prospect to contain an "inferred resource" of 25.9 million tonnes at an average grade of 0.224% to 0.37% tin. This estimate is historic in nature and is provided here for information purposes only and should not be relied upon. A qualified person has not classified this historical estimate as a current mineral resource and Strongbow is not treating this estimate as such.
Coal Creek tin property, Alaska
The Coal Creek tin property consists of 15 State of Alaska Mining Claims covering 971 hectares located approximately 280 km north of Anchorage and several kilometres west of the Parks Highway. Past evaluation of the Coal Creek property was conducted by Houston Oil and Minerals in the early 1980s and Brett Resources in the late 2000's. Exploration work consisted of mapping, sampling, geophysical surveys, 19,520 feet (5,950 m) of drilling (46 holes) and initial metallurgical studies. In 1982, Houston Oil and Minerals estimated a "preliminary geologic resource" for the Coal Creek prospect of 4.77 million tonnes grading 0.27% tin. This estimate is historic in nature and is provided here for information purposes only and should not be relied upon. A qualified person has not classified this historical estimate as a current mineral resource and Strongbow is not treating this estimate as such.
The acquisition by Strongbow of Thor from Osisko and Netolitzky will be a 'related party transaction' within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") because Netolitzky is a director of Strongbow. Related party transactions require a formal valuation and minority shareholder approval unless exemptions from these requirements are available. Please refer to Strongbow's material change report dated March 10, 2015 for additional details (www.sedar.com).
The agreement and private placement are subject to certain conditions, including receipt of all necessary regulatory and, if required, shareholder approvals, including the approval of the TSX Venture Exchange. All securities issued as part of the agreement and the private placement will be subject to a hold period of four months from the date of issuance of the securities.
The board of directors of Strongbow has approved the agreement. Mr. Netolitzky abstained from the approval of the agreement and did not participate in the negotiation of business terms with Osisko.
Change to Board of Directors and Officer of Company
Strongbow also announces that Mr. Richard Williams has joined the Company as an independent member of the Board of Directors, increasing the number of directors to four. Mr. Williams is a professional geologist with over 25 years' experience in metals exploration and evaluation in the Americas, southern Africa and Europe. Mr. Williams is currently the CEO of Helio Resource Corp.
Strongbow also announces that Mr. David Gale has resigned as Vice President, Exploration. Strongbow thanks Mr. Gale for his efforts and wishes him well with his future endeavors.
Kenneth Armstrong, P.Geo. (ON), director of Strongbow and a Qualified Person under National Instrument 43-101, has reviewed and approved the contents of this news release.
STRONGBOW EXPLORATION INC.
/s/"Kenneth A. Armstrong"
Kenneth A. Armstrong
President and CEO
For further information, please contact:
President and CEO
Tel: 604 668 8355
The TSX Venture Exchange has not reviewed, and does not accept responsibility for the adequacy of this release.
This news release contains "forward-looking statements" including but not limited to statements with respect to Strongbow's plans, the estimation of a mineral resource and the success of exploration activities. Forward-looking statements, while based on management's best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions; risks related to general economic and market conditions; closing of financing; the timing and content of upcoming work programs; actual results of proposed exploration activities; possible variations in mineral resources or grade; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; changes in national and local government regulation of mining operations, tax rules and regulations. Although Strongbow has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Strongbow undertakes no obligation or responsibility to update forward-looking statements, except as required by law.