Strongbow Exploration Inc. (TSX-V: SBW) reports that, further to its news release of March 10, 2015, it has finalized the terms of its acquisition of each of the Sleitat and Coal Creek tin properties in Alaska (the "Properties"). Strongbow has signed a property purchase agreement (the "Agreement") with Osisko Gold Royalties Ltd ("Osisko") and Mr. R. Netolitzky, and their respective wholly-owned companies, Brett Alaska Resources Inc. ("Brett") and Thor Gold Alaska, Inc. ("Thor"). Thor holds a 20% undivided interest in the Sleitat property and Brett holds an 80% undivided interest in the Sleitat property and a 100% interest in the Coal Creek property. Mr. Netolitzky is a director of Strongbow and is therefore non-arm's length to Strongbow.
The Agreement contemplates the direct acquisition of the Properties by Strongbow, rather than the acquisition of Brett and Thor as originally disclosed in the March 10, 2015 news release. Total consideration for the acquisition of the Properties remains unchanged. Strongbow has agreed to issue a total of 6,500,000 common shares of Strongbow allocated as to 5,000,000 common shares to Brett and 1,500,000 common shares to Thor, and a 2% NSR royalty on the Properties. The NSR royalty will be allocated as to 1.75% to Brett and 0.25% to Thor. 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.
As also disclosed and detailed in the March 10, 2015 news release as amended on March 12, 2015, concurrent with the closing of the acquisition of the Properties, the Company intends to complete a minimum $1,000,000 non-brokered private placement. As part of the Agreement, Osisko has agreed to subscribe for $200,000 of the private placement.
Technical information regarding the properties can be found in two technical reports titled "Technical Report on the Sleitat Tin-Silver Exploration Target Southwest Alaska" and "Technical Report on the Coal Creek Tin Exploration Target Southcentral Alaska", both authored by independent Qualified Person William T. Ellis. The reports have been filed under Strongbow's profile on the SEDAR website at www.sedar.com.
The closing of the acquisition of the Properties and the private placement financing will result in Osisko and Brett holding together 7,000,000 shares of Strongbow or 27.3% of the post-closing issued shares of the Company. As a result, prior to Closing Strongbow will be required to obtain disinterested shareholder approval of the creation of Osisko as a 'control person' as defined by the TSX Venture Exchange policies. Strongbow will seek such approval at an Annual General and Special Meeting of Shareholders that is scheduled for July 22, 2015. A Management Proxy Circular detailing, among other things, the particulars of the acquisition of the Properties and the private placement has been prepared and will be mailed to shareholders in advance of the meeting.
The closing of the acquisition of the Properties and the private placement remain subject to certain conditions, including receipt of all necessary regulatory and 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, acquisition of the Properties and the creation of a new control person in Osisko. As a director, Mr. Netolitzky abstained from voting on the resolution to approve the Agreement, the acquisition of the Properties and the new control person and did not participate in the negotiation of business terms with Osisko.
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.