Strongbow Exploration Inc. (TSX-V:SBW) is pleased to announce that it has closed, subject to receipt of final approval from the TSX Venture Exchange 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 $1,000,000 from Osisko Gold Royalties Ltd 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 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 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 20,000,000 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 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.
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We acknowledge the [financial] support of the Government of Canada.