Montreal, Quebec, October 17, 2016 — Sama Resources Inc./Ressources Sama Inc. (TSX.V: SME) (“Sama“) is pleased to provide the following update with respect to the proposed reverse take-over of Section Rouge Media Inc. (“Section“) as described in the news releases dated July 6, 2016 and August 9, 2016 (the “Transaction“).
Transaction Update
Sama announces, as a condition of the Transaction, a Special Meeting of the shareholders of Section (“Meeting“) was held on October 13, 2016 whereby Section received the approval of the shareholders for the sale of substantially all of Section’s assets to a third party. Section also received the approval of the change of its name to Sama Graphite Inc. The sale and the name change are conditional upon the completion of the Transaction and is expected to close on the same date as the Transaction. A news release for Section disclosing these results has been filed on SEDAR.
Sama also announces it has received the approval of the Guinean Minister of Mines on September 29, 2016 as per the regulations imposed by the Guinean mining code. It is anticipated that, after the completion of the Transaction, Sama will hold a majority interest in the newly formed Sama Graphite Inc. and several members of Sama’s current board will become directors of Sama Graphite Inc., with Sama’s Chairman, Benoit LaSalle becoming the Executive Chairman of Sama Graphite Inc. and Sama’s President & CEO, Marc-Antoine Audet, will hold that same position with Sama Graphite Inc.
Amended Technical Report on the Lola Graphite Project
An amended Technical Report prepared for Section by Jean Laforest, ing dated October 13, 2016, and prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101 Report“) has today been filed on SEDAR and the reader is also invited to view the 43-101 Report on the Property at:
https://samaresources.com/wp-content/uploads/2016/11/Lola_Graphite_Project_NI43-101.pdf
The TSXV (“the Exchange“) has approved the 43-101 Report and in no way has passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
The Lola Graphite Property, located within the department of Lola, was initially formed by 4 exploration licenses, (Permit de Recherche) globally named Permit de Recherche 4543, shaping a rectangular form of 27.9 km by 13.7 km in size for a cumulative total of 380km2.
The Property was renewed on August 29, 2016 for two years and according to legislation, the surface area was reduced by 51% from 380km2 to 187km2.
Extension of Warrants
The Company announces that on October 13, 2016 it received approval from the Exchange to amend the expiry date of an aggregate total of 5,992,001 unexercised share purchase warrants (the “Warrants“) by a further 18 months. Pursuant to the non-brokered unit private placement announced on December 9, 2014 and closed in two tranches with an initial tranche closing on December 19, 2014, for a total of 5,811,092 Warrants being issued and expiring on December 19, 2016. The final tranche closing on February 6, 2015, for a total of 180,909 Warrants being issued and expiring on February 5, 2017. All Warrants currently remain outstanding. The expiry date will be extended to June 19, 2018 and August 8, 2018 for the respective tranches. All other terms of the Warrants will remain the same. Under the policies of the Exchange, the 5,700 additional Warrants issued as finders’ fees are not eligible to be extended. A Notice to Warrant holders of new expiry date will be sent to the warrant holders of the private placements.
About Sama Resources Inc./Resources Sama Inc.
Sama is a Canadian based mineral exploration and development company with projects in West Africa. For more information about Sama, please visit Sama’s website at www.samaresources.com.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Sama Resources Inc.
Dr. Marc-Antoine Audet, President and CEO
Tel: (514) 726-4158
Email: [email protected]
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transaction, the composition of Section’s board following the Transaction, the business plans and operations of Section following the Transaction and the Concurrent Financing. Although Sama and Section believe in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Transaction will obtain all required regulatory approvals in a timely fashion, (ii) Sama and Section will agree on final documentation to complete the Transaction, (iii) Section’s management will not identify and pursue other business objectives following the Transaction, (iv) Section will succeed in obtaining any necessary financing to fund its ongoing operations and work plans, including the Concurrent Financing, (v) no material obstacles, technical or otherwise, will hinder the operations of Section following the Transaction and (vi) the price of graphite will remain sufficiently high and the costs of advancing the Property sufficiently low so as to permit Section to implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the failure of Section to make effective use of their available funds following the Transaction, (ii) the failure of the drilling projects of Section for technical, logistical, labour-relations or other reasons, (iii) the inability of Sama or Section to obtain the necessary approvals for the Transaction, (iv) a decrease in the price of graphite below what is necessary to sustain the operations of Section, (v) an increase in the operating costs of Section above what is necessary to sustain its operations, (vi) accidents, labour disputes or the materialization of similar risks, (vii) a deterioration in capital market conditions that prevents Section from raising the funds that it requires Section on a timely basis (including by preventing it from completing the Concurrent Financing), (viii) an inability or unwillingness of Sama or Section to complete the Transaction for whatever reason, (ix) an inability or unwillingness of the individuals named above to serve as directors or officers of Section following the Transaction and (x) generally, an inability of Sama or Section to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in Sama and Section’s filings with Canadian securities regulatory authorities available at www.sedar.com. Actual results may vary from the forward-looking information and neither Sama nor Section assume any obligation to update any forward-looking statement except as required by applicable law.