(TheNewswire)
Montreal, Quebec - TheNewswire - August 10, 2023 - Sama Resources Inc. (“ Sama ” or the “ Company ”) (TSX-V:SME ) ( OTC:SAMMF) and SRQ Resources Inc. (“ SRQ ”) are pleased to announce theclosing of the previously announced spin-out transaction, which shallbecome effective today, August 10, 2023 at 6:00 p.m. (Eastern time)(the “ Effective Date andTime ”).
Pursuant to the terms of the plan of arrangement(" Arrangement "), each of the common shares of the Company issued andoutstanding at the Effective Date and Time (the " Company Shares ")will be exchanged for:
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1 new common share of the Company (the" New CompanyShares "); and
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0.1 common share of SRQ (" SRQ Shares ").
From August 11, 2023 to August 15, 2023, at 5:00 p.m.,the Company Shares will continue trading on the TSX Venture Exchange(the “ TSXV ”) pending their exchange for New Company Shares and SRQShares. The Company Shares are expected to be delisted from the TSXVon August 15, 2023 at 5:01 p.m. (Eastern time). The New Company Sharesare expected to commence trading on the TSXV at the market open onAugust 16, 2023. The CUSIP numbers for the New Company Shares and theSRQ Shares are 79588X101 and 85224M102, respectively.
Computershare Investor Services Inc.(" Computershare ") will forward DirectRegistration Statements (“ DRS ”) to each Company shareholder that isentitled to receive DRS, representing their allotted number of NewCompany Shares and SRQ Shares in accordance with the Arrangement.Letters of transmittal have been mailed to registered holders ofCompany Shares, which must be completed and returned to Computersharetogether with the share certificates of Company Shares at the addressspecified in the letter of transmittal, in order for Companyshareholders to receive New Company Shares and SRQ Shares. A copy ofthe letter of transmittal is also available under the Company'sprofile on SEDAR+ at www.sedarplus.ca .
SRQ Listing
The Company has received from the TSXV conditionalapproval for the spinout transaction under the Arrangement and thelisting of the SRQ shares on the TSXV. It is anticipated that SRQ willbe listed on the TSXV under the ticker symbol "SRQ", subjectto the TSXV's confirmation that all conditions to the listing havebeen satisfied. SRQ anticipates that the first day of trading willoccur on or about August 16, 2023.
Following the closing of the Arrangement, the Companyno longer controls any of the issued and outstanding SRQ Shares.
The principal securityholder of SRQ is IVNE Ivory CoastHoldings Inc. (the " IVNE ") who owns, controls or directsapproximately 22,75% of the SRQ Shares, which is equal to theirholdings in Sama.
As of the Effective Date and Time of the Arrangement,SRQ will be operated as a separate company with separate managementteams and Boards of Directors.
“ As Sama celebrates this remarkableachievement, we are looking forward to a future of continued growthand prosperity for both, Sama and the newly forged SRQ. The spinoutrepresents not just a business move but a pledge to create asustainable future for the mining industry in the Quebec Province,ensuring a harmonious balance between base metals exploration andenvironmental responsibility.” said Marc-Antoine Audet, CEO andPresident of the Company.
Mr. Audet added “This is a testament to thehard work, dedication, and vision of our team aiming at increasingvalue creation. By establishing SRQ as an independent entity, we areopening a new chapter in our exploration journey for base metalsexploration and new discoveries.”
SRQ’s main asset is the Lac Brulé property (the“ Property ”), which consists of 420 claims covering 24,282 hectares,including 401 exploration claims staked by SRQ over a period of 24months, which surround the initial 19 claims owned by SRQ’s CEO, Mr.Audet. Mr. Audet’s 19 claims were transferred to SRQ on August 2,2023 after reimbursement of the expenditures incurred personally byMr. Audet for the acquisition of the claims and the exploration of theProperty, notably on the area covered by said 19 claims.
For further details on the Arrangement and the businessof the Company following the Arrangement, please refer to theCompany's information circular dated May 29, 2023 available on theCompany’s SEDAR+ profile and the Listing Application to be filed onSRQ’s SEDAR+ profile on or about August 11, 2023.
About Sama Resources Inc.
Sama is a Canadian-based, growth-oriented resourcecompany focused on exploring the Samapleu nickel-copper project inCôte d’Ivoire, West Africa. The Company is managed by experiencedindustry professionals with a strong track record of discovery. Samais committed to developing and exploiting the Samapleu Nickel-Copperand Platinum Group Element Resources.
Sama’s projects are located approximately 600 kmnorthwest of Abidjan in Côte d’Ivoire and are flanked to the westby the Ivorian and Guinean borders. Sama’s projects are locatedadjacent to the large world-class nickel-cobalt laterite deposits ofSipilou and Foungouesso, forming a 125 km-long new Base Metal Camp inWest Africa.
Sama owns 70% interest in the Samapleu nickel-copperproject in Côte d’Ivoire with its joint venture partner IvanhoeElectric owning 30%. Ivanhoe Electric has the option to purchase up toa 60% interest in the project.
For more information about Sama, please visit Sama’swebsite at www.samaresources.com.
Contact Information:
Marc-Antoine Audet, President and CEO
Tel: (514) 726-4158
Mr. Matt Johnston, Corporate Development Advisor
Tel: (604) 443-3835 or (877) 792-6688, Ext. 5
Forward-Looking Statements
Certain of the statements made andinformation contained herein are “forward-looking statements” or“forward-looking information” within the meaning of Canadiansecurities legislation. Forward-looking statements and forward-lookinginformation such as “will”, could”, “expect”,“estimate”, “evidence”, “potential”, “appears”,“seems”, “suggest”, are subject to a variety of risks anduncertainties which could cause actual events or results to differfrom those reflected in the forward-looking statements orforward-looking information, including, without limitation, thecompletion of the conditions of the Arrangement, the listing of SRQ onthe TSX-V, the proposed board of directors and management team of SRQ,the effects of the Arrangement on the Company and SRQ, the ability ofSRQ to convert resources in reserves, its ability to see through thenext phase of development on the project, its ability to produce apre-feasibility study or a feasibility study regarding the project,its ability to execute on its development plans in terms of metallurgyor exploration, the availability of financing for activities, risksand uncertainties relating to the interpretation of drill results andthe estimation of mineral resources and reserves, the geology, gradeand continuity of mineral deposits, the possibility that futureexploration, development or mining results will not be consistent withSRQ’s expectations, metal price fluctuations, environmental andregulatory requirements, availability of permits, escalating costs ofremediation and mitigation, risk of title loss, the effects ofaccidents, equipment breakdowns, labour disputes or otherunanticipated difficulties with or interruptions in exploration ordevelopment, the potential for delays in exploration or developmentactivities, the inherent uncertainty of cost estimates and thepotential for unexpectedcosts and expenses, commodity price fluctuations, currencyfluctuations, expectations and beliefs of management and other risksand uncertainties.
In addition, forward-lookingstatements and forward-looking information are based on variousassumptions. Should one or more of these risks and uncertaintiesmaterialize, or should underlying assumptions prove incorrect, actualresults may vary materially from those described in theforward-looking information or forward-looking statements.Accordingly, readers are advised not to place undue reliance onforward-looking statements or forward-looking information. Except asrequired under applicable securities legislation, the Companyundertakes no obligation to publicly update or revise forward-lookingstatements or forward-looking information, whether as a result of newinformation, future events or otherwise.
Neither the TSX-V nor its RegulationServices Provider (as that term is defined in the policies of theTSX-V) accepts responsibility for the adequacy or accuracy of thisrelease.
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