Strongbow Closes Non-Brokered Private Placement for Total Gross Proceeds of $2,352,500
February 03 2020 - 7:01PM
Strongbow Exploration Inc.
(“
Strongbow” or the “
Company”;
TSX-V:SBW) is pleased to announce that it has closed, subject to
receipt of final approval from the TSX Venture Exchange
(“
TSX-V”), the non-brokered private placement of
common shares previously announced on January 16, 2020 and January
31, 2020.
Gross proceeds of $2,352,500, including
$1,500,000 from Osisko Gold Royalties Ltd
("Osisko”), is expected to be used for a drill
programme at the Company’s South Crofty tin project, and for
general working capital purposes.
In total, Strongbow issued 47,050,000 units (the
“Units”) at a price of $0.05 per Unit for gross
proceeds of $2,352,500. Each Unit comprises one common share and
one half of one common share purchase warrant. Each full warrant
will allow the holder to purchase one additional common share of
Strongbow (each, a “Warrant Share”) at a price of
$0.07 per Warrant Share for a period of 36 months from the closing
date of the financing.
All securities issued under the private
placement are subject to a four-month hold period expiring on June
4, 2020. An aggregate cash commission of $13,500 is, subject to
final approval of the TSX-V, payable on certain subscriptions from
arm’s length investors in connection with the closing of the
private placement.
In connection with the private placement, Osisko
purchased a total of 30,000,000 Units. Osisko’s participation
in the private placement constitutes a “related party transaction”
within the meaning of Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions (“MI
61-101”) as a result of Osisko being a “control person”
(as defined under applicable securities laws) of the Company.
Strongbow is relying on the exemptions from the formal valuation
and minority shareholder approval requirements provided under
sections 5.5(b) and 5.7(b) of MI 61-101 on the basis that Strongbow
is not listed on a specified market and neither the fair market
value of the securities to be distributed in the private placement
nor the consideration to be received for those securities, insofar
as the transaction involved related parties, exceeds $2.5
million.
The securities being offered will not be
registered under the United States Securities Act of 1933, as
amended and may not be offered or sold within the United States
absent registration or an exemption from the registration
requirements. This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities in
the United States.
Director Resignation
The company also wishes to announce that Ms.
Alexandra Drapack has resigned from the Board of Directors
effective as of today. Strongbow would like to thank Ms. Drapack
for her time and contribution to the Company since joining the
Board in November 2017 and wishes Ms. Drapack well in her other
business endeavours.
For additional information please contact Irene
Dorsman at (604) 210-8751 or by e-mail at
idorsman@strongbowexploration.com.
Blytheweigh (Financial PR/IR-London) |
Tel: |
+44 207 138 3204 |
|
Tim Blythe |
tim.blythe@blytheweigh.com |
|
Camilla Horsfall |
camilla.horsfall@blytheweigh.com |
ON BEHALF OF THE BOARD OF DIRECTORS
“Richard D. Williams”Richard D. Williams,
P.Geo
Neither the 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 or accuracy of this release.
Caution Regarding Forward Looking
StatementsCertain of the statements made and information
contained in this press release may constitute forward-looking
information and forward-looking statements (collectively,
“forward-looking statements”) within the meaning of applicable
securities laws. The forward-looking statements in this press
release reflect the current expectations, assumptions or beliefs of
the Company based upon information currently available to the
Company. With respect to forward-looking statements contained in
this press release, assumptions have been made regarding, among
other things, the receipt of final approval from the TSX-V and the
expected use of proceeds from the private placement. Although the
Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and no assurance can be given
that these expectations will prove to be correct as actual results
or developments may differ materially from those projected in the
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements
include the general level of global economic activity. Readers are
cautioned not to place undue reliance on forward-looking statements
due to the inherent uncertainty thereof. Such statements relate to
future events and expectations and, as such, involve known and
unknown risks and uncertainties. The forward-looking statements
contained in this press release are made as of the date of this
press release and except as may otherwise be required pursuant to
applicable laws, the Company does not assume any obligation to
update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise.
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