Montreal, Quebec, August 9, 2016 – Sama Resources Inc./Ressources Sama Inc. (TSX.V: SME) (“Sama“) and Section Rouge Media Inc. (TSX.V: SRO) (“Section“) are pleased to announce that they have signed a definitive share exchange agreement with respect to the reverse take-over of Section (the “Transaction“) announced on July 6, 2016. The parties anticipate that, after the completion of the Transaction, Sama will hold a majority interest in Section, several members of Sama’s current board will become directors of Section, and Sama’s President & CEO, Marc-Antoine Audet, will hold that same position with Section.
In connection with the Transaction, Section will exchange 20,000,000 common shares (the “Payment Shares“) for the shares of Sama Resources Guinea SARL. If Section has less than $600,000 in net tangible assets upon closing, the number of Payment Shares issuable will be increased, up to a maximum of 30,000,000, in the same proportion as the shortfall.
As previously announced, the Transaction remains subject to the approval of the Guinean Minister of Mines and Geology and the TSX Venture Exchange.
For more information on the Transaction, please see Sama and Section’s joint press release of July 6, 2016.
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.
About Section Rouge Media Inc.
Section Rouge is specialized in producing publications related to agricultural machineries
FOR FURTHER INFORMATION, PLEASE CONTACT:
Sama Resources Inc.
Dr. Marc-Antoine Audet, President and CEO Tel: (514) 726-4158
Email: [email protected]
Section Rouge Media Inc.
Mtre. Jean-Pierre Rancourt, President and CEO Tel: (450) 677-2556 x222
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.
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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 and the composition of Section’s board following the Transaction. 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 and any applicable shareholder 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, (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 Lola Graphite 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, (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.