Strongbow Exploration Inc. (TSX-V: SBW) ('Strongbow') is pleased to announce that it has completed the acquisition, from administration, of a 100% interest in the South Crofty Tin Project and associated mineral rights in Cornwall, UK, as previously announced on March 17, 2016.
Highlights
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Strongbow acquired, from administration, a 100% interest in Western United Mines Ltd. ('WUML') and Cornish Minerals Limited (Bermuda) (collectively the 'Companies') on July 11, 2016.
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The Companies hold the rights to the South Crofty underground mine permission area, plus additional mineral rights over a further 7,500 Ha located in various parts of Cornwall, UK.
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This acquisition enables Strongbow to progress the South Crofty Project towards a preliminary economic assessment ('PEA') in improving market conditions.
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South Crofty has an active mine permit valid until 2071, subject to certain planning conditions being addressed.
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A new National Instrument ('NI') 43-101 Mineral Resource Estimate for South Crofty was announced in April 2016, which includes an Indicated Resources of 1.66 million tonnes (Mt) at 1.81% tin and Inferred Resources of 0.74Mt at 1.91% tin in the Lower Mine tin-only section.
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The mine permission area includes 26 former producing mines. Some of the tin lodes have been mined over a strike length of approximately 4km, and from surface to a depth of 1km. The lodes remain open along strike and to depth.
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Existing mine infrastructure that is potentially useable includes four vertical shafts with a combined depth of 2,940m.
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An area has been set aside for construction of a new process plant, if and when required.
Richard Williams, President & CEO of Strongbow stated:
'We are extremely pleased to have concluded this agreement, and look forward to moving the South Crofty Project to completion a PEA and, if successful, through a feasibility study towards a production decision in collaboration with all stakeholders in this historic tin mining district. This represents a significant step towards our goal of creating a new strategic metals company with Osisko Gold Royalties as a cornerstone shareholder.'
The Acquisition
In March 2016, Strongbow entered into an agreement with Galena Special Situations Fund (the only secured creditor) ('Galena'), and Tin Shield Production Ltd. (a private company) ('Tin Shield') to acquire a 100% interest in the Companies and the South Crofty tin project.
After closing of the acquisition on July 11, 2016, Strongbow now owns a 100% interest in Western United Mines Ltd. ('WUML') and Cornish Minerals Limited (Bermuda) (collectively the 'Companies') The Companies hold the rights to the South Crofty underground mine permission area, plus additional mineral rights over a further 7,500 Ha located in various parts of Cornwall, UK. WUML was placed into administration in 2013 to protect the assets.
Material terms of the acquisition are as follows, all references to currency being in Canadian dollars unless otherwise specified:
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Strongbow entered into a purchase and sale agreement with the administrator managing the affairs of WUML and Cornish Minerals Limited (UK), the sole shareholder of the Companies (also in administration) to acquire the shares of the Companies and to fund the exit of WUML and Cornish Minerals Limited (UK) from administration by reaching a settlement of the claims owed to unsecured creditors. The unsecured creditors approved the proposal on June 10, 2016. Strongbow paid ₤143,000 (C$249,000) for the exit from administration.
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Galena, the only secured creditor, converted all debt owed to it into common shares of WUML and Strongbow acquired these shares, in return for future milestone payments, thereby completing the acquisition of 100% of the shares of the Companies.
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The UK holding company Cornish Minerals Limited (in administration) released the intra group indebtedness owed to it by WUML, amounting to £11,525,758.
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Upon closing of the acquisition, Strongbow reimbursed Tin Shield C$318,000 for operating costs incurred for the project from November 1, 2015 to February 29, 2016; Strongbow assumed responsibility for the monthly project operating costs as of March 2016. Also upon closing, Strongbow made a payment of US$80,000 to Tin Shield to refund a shareholder loan made to Tin Shield.
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On July 11, 2016, Strongbow issued 2,000,000 common shares with a value of $400,000 for the acquisition. A total of 1,050,000 common shares were issued to Galena and 950,000 common shares were issued to Tin Shield. The common shares are subject to a hold period that will expire November 12, 2016.
In addition to the reimbursement, loan repayment and shares issued on July 11, 2016, Strongbow agreed to the following additional payments and share issuances as part of the purchase and sale agreement with Galena and Tin Shield, whereby Galena and Tin Shield would split the payments 52.5% to Galena and 47.5% to Tin Shield:
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Strongbow will issue 1,000,000 common shares to Galena / Tin Shield upon receipt of a permit to increase water discharge from the old mine workings from 10,000m3 per day to 25,000m3 per day.
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Strongbow will make a payment to Galena / Tin Shield totaling $2,000,000 (cash and / or common shares at Strongbow's election) on the second anniversary of the approval vote by creditors for WUML's exit from administration (date set at June 10, 2018).
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Strongbow will issue 2,000,000 common shares to Galena / Tin Shield on delivery of a positive feasibility study or commencement of commercial production, whichever occurs first.
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Strongbow will make a cash and / or common share payment to Galena / Tin Shield equal to 25% of the Net Present Value ('NPV') of the project upon making a decision to go into production. In the event that Strongbow's market capitalization is less than the NPV of the project when a production decision is made, Strongbow will pay the equivalent of 25% of its market value to Galena / Tin Shield and the balance (between the 25% of market value and 25% of the NPV of the project) will be paid out as a 5% Net Profits Interest from production.
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In the event that Strongbow transfers any assets, rights, or entitlements to certain mineral rights which are not part of the core mineral rights (the 'Other Mineral Rights') to a third party before the agreed consideration has been paid to Galena / Tin Shield, then Galena / Tin Shield will be entitled to receive a payment equal to 10% of any consideration received for the Other Mineral Rights, to a maximum of $1,000,000.
NI 43-101 Mineral Resource Estimate
An NI 43-101 Mineral Resource Estimate, authored by P&E Mining Consultants Inc. of Brampton, Ontario, was filed under Strongbow's issuer profile on SEDAR on May 31, 2016. Highlights of the resource estimate include:
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Lower Mine Mineral Resource Estimate at 0.60% Sn Cut-Off
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Tonnes ('000s)
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Sn Grade
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Contained Sn (tonnes)
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Indicated Resource
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1,660
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1.81%
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30,000
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Inferred Resource
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738
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1.91%
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14,100
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Upper Mine Mineral Resource Estimate at 0.60% SnEq Cut-Off*
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Tonnes ('000s)
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SnEq Grade
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Contained SnEq (tonnes)
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Indicated Resource
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257
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0.99%
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2,500
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Inferred Resource
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464
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0.91%
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4,200
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* Sn equivalent (SnEq) grade is calculated using the formula: SnEq%= Sn% + (Cu% x 0.311) + (Zn% x 0.084).
(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. It is noted that no specific issues have been identified as yet.
(2) The quantity and grade of reported Inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred resources as an Indicated or Measured mineral resource and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured mineral resource category.
(3) The mineral resources in this report were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council.
(4) The 0.60% Sn/SnEq resource cut-off grade was derived from the approximate March 31, 2016 two year trailing average Sn price of US$8.50/lb, Cu price of US$2.75/lb, and Zn price of US$0.90/lb, 88.5%, 85% and 70% respective process recoveries, smelter payable of 95% and refining charges of US$0.25.lb. Operating costs used were US$55/t mining, US$27/t processing and US$9/t G&A.
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The Lower Mine Mineral Resource contains tin only, and the Upper Mine Resource is a tin equivalent Mineral Resource based on the presence of tin, copper and zinc mineralization.
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The exploration drill hole database for the South Crofty Project contains 157 recent Diamond drill holes totalling 30,931.82m, 3,362 historic Diamond drill holes for 90,732.81m and 14,893 historic channels over 29,439.75m.
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Fifty nine mineral wireframes for twenty four lodes were constructed from mineralization intercepts in channels and drill holes at a cut-off grade of 0.60% tin equivalent grade over a minimum true width of 1.2m.
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Assay grades were capped at 6% for tin, 4% for copper and 20% for zinc for the Upper Mine and 20% tin for the Lower Mine.
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The project has multiple targets with potential to materially increase the resource size.
South Crofty; Background
The South Crofty Tin Project is located in the towns of Pool, Camborne, and Redruth in the county of Cornwall, South West England, approximately 465km drive west of London.
There has been tin mining in Cornwall since at least 2,300 BC. The South Crofty Project commenced large scale production in the mid 17th century. The mine managed to continue operations until it shut down in 1998 following the tin price collapse of 1984.
Several companies attempted to revive the mine between 2001 and 2013. Significant advances were made, primarily the agreement to secure a site for future mill construction, and the grant of a mining permit which is valid until 2071, subject to certain planning conditions being met. Unfortunately, the timing of the mine permit grant in 2013 coincided with very poor market conditions in the resource sector and the assets were put into administration in 2013.
The mine has seen production from near-surface copper mineralization and deeper tin-only mineralization. The focus for Strongbow will be to evaluate the deeper tin-only mineralization that occurs primarily from a depth of 400m below surface.
Qualified Person
Richard Williams, P.Geo. (BC), President & CEO of Strongbow and a Qualified Person under NI 43-101, has reviewed and approved the contents of this news release.
For additional information please contact Richard Williams at (604) 638-8005 or by e-mail at
[email protected].
Blytheweigh (Financial PR/IR -- London)
Camilla Horsfall
Megan Ray
+44 (0) 207 138 3204
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' including but not limited to statements with respect to Strongbow's ability to obtain an increase to the water discharge permit for the South Crofty Tin Project, its ability to deliver a positive feasibility study on the project, the commencement of commercial production from the South Crofty Tin Project and the estimated future net present value of the South Crofty Tin Project, the availability of financing for future cash payments, ongoing maintenance costs and future development work at the South Crofty Tin Project, in addition to 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 receipt of regulatory approvals, the successful integration of acquisitions; risks related to general economic and market conditions; risks related to the availability 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.
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