(TheNewswire)
Montréal, Q C - TheNewswire - May 25, 2023 - Sama Resources Inc. (“ Sama ” or the “ Company ”) (TSX-V:SME ) ( OTC:SAMMF) is pleased to announce that it has entered into anarrangement agreement (the “ Arrangement Agreement ”) with SRQ ResourcesInc. (“ SRQ ”), a wholly-owned subsidiary of Sama, pursuant to whichthe parties intend to complete a spin-out transaction (the“ Spin-Out ”) of the SRQ common shares (the “ SRQ Shares ”).
The Spin-Out will be completed by way of a courtapproved plan of arrangement under the Canada Business CorporationsAct (the “ PoA ”). Upon completion of the PoA, holders of common shares ofSama (“ SamaShares ”) are to receive:
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one new share in the reorganized capital of Sama( New Sama Share ”) for every one Sama Share held at the effective time ofthe PoA (the “ EffectiveTime ”); and
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one SRQ Share for every ten Sama Shares held at theEffective Time.
“The SRQ Spin-Out marks a significant milestone forthe Company and our shareholders. Following two years of grassrootefforts with exciting results on the SRQ properties, we believe thisSpin-Out represents the best opportunity to create value for ourshareholders and unearth the vast mineral potential of the Grenvilleregion of Quebec," said M. Benoit La Salle, Executive Chairman ofthe Board for Sama Resources Inc.
Dr Marc-Antoine Audet, CEO and President of SamaResources Inc. added "The SRQ Spin-Out represents an excitingchapter in our exploration journey for new base metals discoveries.Sama will continue to focus on the research and development of ourbase metal camp in West Africa, and SRQ will be solely focused on thecreation of a North American nickel power play, notably with the LacBrulé property in Quebec”.
Further to the completion of the PoA, Sama shareholderswill see their shareholding in Sama unchanged while obtaining the samepro rata participation in SRQ as their Sama Shares.
The Effective Time for determining the Samashareholders who will be eligible to receive New Sama Shares will beannounced by the Company in due course. For more details relating tothe terms of the PoA, refer to the Arrangement Agreement which will beavailable on the Company's SEDAR profile.
While Sama’s main business focus is on mineralexploration activities in West Africa, including notably its SamapleuNickel-Copper project located in Ivory Coast (the “ Sama Business ”),the Spin-Out will allow SRQ to focus on mineral exploration anddevelopment operations in the province of Québec, Canada,specifically the properties of Lac Brulé and Lac Brennan (the“ SRQ Business ”).
The board of directors of Sama has determined thatcarrying out the PoA is in the best interests of Sama for numerousreasons, including the following:
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The Sama shareholders will hold shares in two separate,focused, public companies.
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Capital markets currently value the SRQ Businesstogether with the Sama Business. By completing the Spin-Out, Samabelieves that the capital markets will value the SRQ Businessseparately and independently of the Sama, which should createadditional value for Sama shareholders.
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Sama and SRQ will have separate board of directors andmanagement. Each company will fill their roster with specialist whowill focus on the growth and the advancement of the Sama Business andthe SRQ Business, respectively.
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The separation of Sama and SRQ is expected to expandthe potential shareholder base of both companies and to allow each ofthem to access capital from investors focused on owning mining assetslocated in either Africa or Canada.
Sama intends to apply for a listing of the SRQ Shareson the TSX Venture Exchange (the “ TSX-V ”). Any suchlisting will be subject to SRQ fulfilling all requirements of theTSX-V.
Prior to the Spin-Out and as part of the PoA, Sama hasfunded SRQ with a cash injection of two million dollars. This capitalinjection allows SRQ to execute on its exploration objectives and meetthe working capital listing requirement of the TSX-V. SRQ will befully funded for the first phase of exploration. As such, a capitalraise concurrently with the listing or immediately thereafter will notbe necessary.
The PoA remains subject to customary conditions,including, among other things, the approval by the TSX-V, approval byan affirmative vote of two thirds of Sama shareholders in attendanceat Sama's Annual and Special Shareholders meeting (the “ Meeting ”), andapproval of the Superior Court of Québec. There can be no assurancethat such approvals will be obtained or that the PoA will be completedon the terms contemplated, or at all.
Additional details of the PoA will be included in theinformation circular to be mailed to shareholders of Sama inconnection with the Meeting which will be available on the Company'sSEDAR profile. The Meeting is scheduled to be held in person, at theCompany’s offices, on June 29, 2023, at 10:00 AM (EDT).
The securities to be issued under the PoA have not beenand will not be registered under the U.S. Securities Act of 1933 andmay not be offered or sold in the United States absent registration orapplicable exemption from registration requirements. It is anticipatedthat any securities to be issued under the PoA will be offered andissued in reliance upon the exemption from the registrationrequirements of the U.S. Securities Act of 1933 provided by Section3(a)(10) thereof.
This press release does not constitute an offer tosell, or the solicitation of an offer to buy, any securities.
SRQ properties in Quebecprovince
SRQ owns a total of 525 exploration claims in theprovince of Québec, Canada , related to 6 different properties.
The Lac Brûlé property is the most advancedexploration target and consists of 401 contiguous mining claimscovering an area of approximately 23,165 ha. It is locatedapproximately 148 km west-northwest of the town of Mont-Laurier( Figure 1 ). The Lac Brûlé claims are located in National TopographicSystem (NTS) map sheets 31K/13 and 31K/14 and are centered atapproximately grid coordinates 314,700 mE and 5,198,400 mN (UTM Zone18, NAD 83).
The Lac Brennan property consists of 42 contiguousmining claims covering an area of approximately 2,480 ha, locatedapproximately 100 km north-northwest of Mont-Laurier. The Lac Brennanclaims are located in NTS map sheet 31K/10 and are centered atapproximately 340,000 mE, 5,165,000 mN (UTM Zone 18, NAD 83).
The Lac Jim property comprises 21 mining claimscovering approximately 1,178 hectares.
The Lac Picanoc property includes 11 mining claimscovering approximately 658 hectares, while the Northfield propertyencompasses 31 mining claims spanning approximately 1,843 hectares.These properties are all located within approximately 100 km ofGatineau, Québec.
The Lac Montmord property consists of a singlecontiguous block totalling 19 claims covering an area of approximately1,025 ha. It is located 160 km north of Chibougamau, Québec.
Figure 1: SRQ properties in the province ofQuébec
In May 2021, Dr. Audet undertook an initial field visitto confirm his hypothesis regarding the mineralization potential ofthe Lac Brûlé property. The area of interest was characterized by asignificant
deformation pattern outlined by regional magnetism andstrong regional gravity response. The presence of the old Renzy nickel (“ Ni ”) and copper (“ Cu ”) mine located 50 kilometres to the south-east and at thecentre of this large regional pattern added to its appeal for mineralexploration.
The initial field investigation was made easier by thepresence of established bush tracks left behind from previous loggingactivities. During the visit, a well-developed gossan ( gossans are highly ferruginous rocks which are the product of theoxidation by weathering and leaching of a sulfide body: ElsevierMineral Exploration 2013 ) was found in close proximity to the locationindicated by SRQ's base metal exploration matrix. Additional visits inJuly and September 2021 further strengthened and refined the initialgeological investigation.
The geology of the property surrounding the discoverygossan outcrop can be summarized by the following geologicalsuccession from bottom to top. At the base is a mineralized sequenceof pyroxenite,
followed by a garnet-rich mafic horizon. Above that isa sequence of felsic migmatite gneiss, which is then succeeded by ahorizon of garnet amphibolite, which is a few metres thick. Finally,there is another sequence of felsic migmatite gneiss. Metamorphism isof high grade. It varies from amphibolite facies to granulite facies.The regional structure has significant deformations, but it is notablethat the regional foliation is characterized by a very low dip of 15°to 20 °. The pyroxenite unit shows a discrete mineralogical foliationweakly dipping towards the south.
Readers are referred to previous press releases(“ PR ”) describing the discovery of the gossan as well asshowing results from an airborne HELITEM II electromagnetic surveyflown in December 2021 ( Figure2 ) (Ref: PR June 16, 2021: Sama acquires 370 exploration claimsfollowing the discovery of a mineralised gossan at the new Lac Bruléproject, and PR March 22, 2022; Sama complete 1,494 line-km of HELITEMII survey ).
The Company is targeting possible accumulations of nickel and copper mineralisation at the Lac Brûlé property that could be of similar nature to that at thenearby defunct Renzy Ni-Cu mine, the Voisey’s Bay Ni-Cu mine and atother well-known Ni-Cu deposits in Canada and worldwide.
Figure 2: Apparent Conductivity:late off-time channel/gates showing several distinc high conductivityareas at the Lac Brûlé property. The X and Z responses of the strong conductor (ConductorGrade: 5 and 6) located 300 metres east of the surface gossan are alsoshown.
The technical information in this release has beenreviewed and approved by Dr. Marc-Antoine Audet, Ph.D. Geology, P.Geoand President and CEO of Sama, and a ‘qualified person’, asdefined by National Instrument 43-101 Standards of Disclosure forMineral Projects.
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 areflanked to the west by the Ivorian and Guinean borders . Sama’s projects are located adjacent to the largeworld-class nickel-cobalt laterite deposits of Sipilou andFoungouesso, forming a 125 km-long new Base Metal Camp in WestAfrica.
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:
Dr. 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 TSXV, 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 unexpected costs and expenses, commodity pricefluctuations, currency fluctuations, expectations and beliefs ofmanagement and other risks and 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-looking statements orforward-looking information, whether as a result of new information,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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