Strongbow Exploration Inc. (TSX-V: SBW) is pleased to announce that, further to its news releases of March 10, 2015, March 12, 2015 and June 22, 2015, it has received all required approvals for, and closed both its acquisition of the Sleitat and Coal Creek tin properties in Alaska (the "Properties") as well as a $1,000,000 non-brokered private placement financing.
Strongbow has acquired the Properties subject to the terms of 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 held a 20% undivided interest in the Sleitat property and Brett held 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. Strongbow has acquired the Properties for total consideration 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 has granted Osisko a first right of refusal on the sale of any future royalties on any of its properties.
Concurrent with the closing of the acquisition of the Properties, Strongbow has also issued 10,000,000 Units at a price of $0.10 per Unit for gross proceeds of $1,000,000. Each Unit consists 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 date of closing. The common shares issued as part of this private placement and any common shares issued upon exercise of the warrants are subject to a four month hold period which expires November 25, 2015. As part of the private placement, Strongbow paid cash finders' fees totalling $19,500. Insiders of the Company participated in this private placement, including a $200,000 subscription by Osisko.
Closing of the acquisition of the Properties and the private placement financing has resulted 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, Osisko is now considered a 'control person' as defined by the TSX Venture Exchange policies.
Kenneth Armstrong, P.Geo. (ON), president, CEO and 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.