Strongbow Settles $1,500,000 Loan From Osisko Gold Royalties

VANCOUVER, May 08, 2019 - Strongbow Exploration Inc. (TSX-V: SBW) (“Strongbow” or the “Company”) is pleased to report that it has reached agreement (the “Royalty Purchase Agreement”) with Osisko Gold Royalties for the settlement of a $1,500,000 loan to the Company in return for the transfer of a royalty on Westhaven Ventures Inc. (“Westhaven”) Shovelnose property.

Background

• On March 16, 2016, Strongbow announced that it had drawn down $1,500,000 from a Line of Credit (the “Loan”) with its largest shareholder Osisko Gold Royalties, for the purchase of the Mactung and Cantung Royalties.
• The Mactung Royalty is a 4% Net Smelter Return Royalty on the Mactung tungsten project, which is located approximately 390km northeast of Whitehorse, Yukon, and approximately 790km west northwest of Yellowknife, NWT. The Mactung project straddles the border between Yukon and NWT. One half of the Mactung Royalty may be purchased by the property owner (to reduce the royalty to 2%) at any time for $2,500,000.
• The Cantung Royalty is a 1% Net Smelter Return Royalty related to the Cantung tungsten project, which is located in western NWT, approximately 390km east northeast of Whitehorse, Yukon, and approximately 720km west of Yellowknife, NWT.
• Strongbow also holds a 2% NSR Royalty on Westhaven’s Shovelnose gold project (the “Shovelnose Royalty”), located in British Columbia. One half of the Shoevelnose Royalty may be purchased by the property owner (to reduce the royalty to 1%) at any time for $500,000.

Richard Williams, Strongbow CEO, stated: “We are very pleased with this agreement, which allows Strongbow to clean up its balance sheet and retain the Mactung and Cantung royalties, which are aligned with the Company’s strategy of being a strategic metals company. Separately, Osisko has also committed to participating in any financing completed in association with Strongbow’s planned listing on AIM. We thank Osisko for its continued support of the Company’s endeavours.”

Summary Terms of the Royalty Purchase Agreement

Pursuant to the terms of the Royalty Purchase Agreement, Strongbow and Osisko have agreed that the Company will transfer ownership of the Shovelnose Royalty to Osisko for a purchase price equal to the amount of the Loan provided by Osisko to the Company, and the purchase price will be paid by Osisko by way of set-off against the outstanding debt in full satisfaction of the Loan, on and subject to the terms and conditions set out in the Royalty Purchase Agreement. Closing of the transactions contemplated by the Royalty Purchase Agreement is subject to approval of the TSX Venture Exchange.

The transactions contemplated by the Royalty Purchase Agreement 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") as a result of Osisko holding 28% of the Company’s outstanding common shares. Related party transactions require a formal valuation and minority shareholder approval unless exemptions from these requirements are available. Strongbow is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of its shares being listed on the TSX Venture Exchange) and the exemption from the minority approval requirement in section 5.7(a) of MI 61-101 (as neither the fair market value of the Shovelnose Royalty, nor the fair market value of the Loan, exceeds 25% of the Company’s market capitalization).

For additional information please contact: Irene Dorsman at (604) 210 8752 or by e-mail at idorsman@strongbowexploration.com or Sherman Dahl of Pretium Communications at (250) 558 8340.

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.

This news release contains "forward-looking statements" which are based on management’s best estimates and assumptions at the time the forward-looking statements are made and 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 receipt of regulatory approvals, including the final approval of the TSX Venture Exchange, and the completion of the transactions contemplated by the Royalty Purchase Agreement. 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.