Nevada
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000-52645
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20-4119257
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(i)
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a promissory note issued by us in favor of Stockbridge in the principal amount of CAD $400,000 on June 1, 2012; and
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(ii)
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a promissory note issued by us in favor of Stockbridge in the principal amount of $155,000 on July 16, 2012.
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STRONGBOW RESOURCES INC.
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Date: October 20, 2014
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By:
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/s/ Michael Caetano | |
Michael Caetano
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Chief Executive Officer
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(i)
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a promissory note issued by the Company in favor of Stockbridge in the principal amount of CAD $400,000 on June 1, 2012; and
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(ii)
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a promissory note issued by the Company in favor of Stockbridge in the principal amount of $155,000 on July 16, 2012.
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1.
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ACKNOWLEDGEMENT OF LOAN
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2.
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SETTLEMENT OF LOAN
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(a)
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pay to the Creditor CAD $200,000 on signing of this Agreement;
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(b)
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issue to the Creditor 538,461 shares of the Company’s common stock (the “Shares”) at a deemed price of $0.65 per share on the Issue Date (as defined below).
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3.
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REPRESENTATIONS AND WARRANTIES OF CREDITOR
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(a)
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the Creditor has not conveyed, transferred or assigned any portion of the Loan or Promissory Notes to any third party, and has full right, power and authority to enter into this Agreement and to accept the payments and the Shares in full and final satisfaction of the Loan and Promissory Notes;
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(b)
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no third party has any right to payment of all or any portion of the Loan or Promissory Notes;
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(c)
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the Creditor has no claims or potential claims against the Company on account of any matter whatsoever, other than the Loan and Promissory Notes;
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(d)
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the Creditor will be the beneficial owner of the Shares; and
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(e)
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the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public.
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4.
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REGULATION S AGREEMENTS OF THE SUBSCRIBER
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A “U.S. Person” is defined by Regulation S of the Securities Act to be any person who is:
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(a)
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any natural person resident in the United States;
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(b)
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any partnership or corporation organized or incorporated under the laws of the United States;
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(c)
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any estate of which any executor or administrator is a U.S. person;
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(d)
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any trust of which any trustee is a U.S. person;
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(e)
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any agency or branch of a foreign entity located in the United States;
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(f)
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any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
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(g)
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any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
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(h)
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any partnership or corporation if:
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(i)
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organized or incorporated under the laws of any foreign jurisdiction; and
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(ii)
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formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Securities Act] who are not natural persons, estates or trusts.
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(a)
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the Creditor is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Creditor is resident (the “
International Jurisdiction
”) which would apply to the offer and sale of the Shares,
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(b)
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the Creditor is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Creditor is permitted to purchase the Shares under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
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(c)
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the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares,
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(d)
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the issuance of the Shares by the Creditor does not trigger:
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i.
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any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
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ii.
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any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and
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(e)
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the Creditor will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably.
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(a)
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A four month period has passed from the later of (i) the date that the Company distributed the Shares, and (ii) the date the Shares were distributed by a control person of the Company;
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(b)
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If the person trading the Shares is a control person of the Company, such person has held the Shares for at least 6 months;
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(c)
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The number of Shares that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class;
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(d)
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The trade is made through an investment dealer registered in a jurisdiction in Canada;
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(e)
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The investment dealer executes the trade through any of the over-the-counter markets in the United States;
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(f)
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There has been no unusual effort made to prepare the market or create a demand for the Shares;
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(g)
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No extraordinary commission or other consideration is paid to a person for the trade;
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(h)
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If the person trading the Shares is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and
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(i)
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All certificates representing the Shares bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.
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5.
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MISCELLANEOUS
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