MONTREAL, March 15, 2018 (GLOBE NEWSWIRE) -- Sama Resources Inc. (“Sama” or
the “Company”) (TSX-V:SME) is pleased to announce that its Special Meeting of Shareholders will be held on
Wednesday, April 11, 2018 at 1:00 P.M. (EDT) at the head office of the Company to approve the previously disclosed strategic
partnership with HPX TechCo Inc. (“HPX”) updated as described herein (the “Transaction”).
Only shareholders of record as of March 12, 2018 will be entitled to vote upon the Transaction. The mailing of the proxy materials
will be on March 15, 2018. Also, on March 15, 2018, the proxy materials can be viewed on the Company’s SEDAR profile and on the
Company’s website at http://samaresources.com/shareholder/
The terms of the previously disclosed binding term sheet (see news release dated October 23, 2017) (the
“Term Sheet”) with HPX consisted of a strategic investment in Sama of up to C$12,250,000 with the ability for HPX
to earn-into a joint venture with Sama Nickel Corporation (“SNC”) to acquire a total of up to a 60% interest in
Sama’s interest in the Côte d’Ivoire Project, including the SODEMI (Société pour le développement minier de la Côte d’Ivoire)-SNC
joint venture exploration permits (“Samapleu Project”), by funding exploration expenses and completing the
feasibility study through total investments of C$30,000,000.
Under the terms of the Term Sheet, HPX would purchase 25,000,000 Units (each a “Unit”) of Sama
at a price of C$0.21 per Unit, resulting in total proceeds to Sama of C$5,250,000 (the “Private Placement”). The
Units include 25,000,000 fully vested two-year (2-year) common share purchase warrants (“Warrants”) with an
exercise price of C$0.28 per share. Fully exercised, the Private Placement and Warrants proceeds will total an investment of
C$12,250,000 in Sama.
On March 12, 2018 the Company and HPX executed an Amended and Restated Term Sheet with the following key
highlights:
- HPX would earn into the Côte d’Ivoire Project through SNC as the joint venture vehicle.
- Pursuant to the terms of the Earn-In and Joint Venture Agreement, HPX shall have the ability to earn a 30% interest in the
Côte d’Ivoire Project by incurring expenditures of C$15 million. By incurring additional expenditures of C$15 million (or, as may
be the case, C$10 million in certain circumstances discussed below) over a maximum of six (6) years, including the funding of a
bankable feasibility study and the acquisition of an exploitation permit on part of the Côte d’Ivoire Project, HPX will be
entitled to earn an additional interest in the Côte d’Ivoire Project, such that its aggregate interest therein shall be 60%.
- If certain conditions related to the SODEMI-SNC joint venture are not met by an outside date (the “Earn-In
Adjustment Date”), then HPX shall have a period of one month after the Earn-In Adjustment Date to
notify the Company in writing as to whether or not it wishes to proceed with the 60% earn-in on the totality of the Côte d’Ivoire
Project (the “60% Earn-In”) for:
- a reduced additional expenditure of C$10 million (instead of C$15 million) in order to earn its additional 30% interest
in all of the Côte d’Ivoire Project; or
- an additional expenditure of C$5 million (instead of C$10 million) in order to earn its additional 30% interest in the
Côte d’Ivoire Project excluding the Samapleu Project after the Company has transferred the Samapleu Project from SNC to the
Company or an affiliate.
Samapleu Project Overview
The nickel-copper-palladium-cobalt mineralization was discovered by Sama when it discovered the Yacouba layered
complex of mafic and ultramafic rock. This layered complex was created approximately 2.1 billion years ago by the intrusion of
magma through the Man Shield. The Yacouba complex can be traced over a strike length of more than 30 kilometers within Sama’s
properties in Côte d’Ivoire.
Sama's Côte d’Ivoire project is located approximately 600 kilometers northwest of Abidjan and is adjacent to the
world-class nickel-cobalt laterite deposits of Sipilou and Foungouesso, forming a 125-kilometer-long new base metal camp in West
Africa.
About Sama Resources
Sama Resources is a Canadian-based base mineral exploration and development company with projects in West
Africa. For more information about Sama Resources, please visit the website at http://www.samaresources.com
About HPX
HPX is a wholly-owned subsidiary of High Power Exploration Inc., a privately-owned, metals-focused exploration
company deploying proprietary in-house geophysical technologies to rapidly evaluate buried geophysical targets. The HPX technology
cluster comprises geological and geophysical systems for targeting, modelling, survey optimization, acquisition, processing and
interpretation. High Power Exploration Inc. has a highly experienced board and management team led by Chair and Chief Executive
Officer Robert Friedland, President Eric Finlayson, a former head of exploration at Rio Tinto, and including Ian Cockerill, a
former Chief Executive Officer of Gold Fields Limited. For further information, please visit www.hpxploration.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact information:
Dr. Marc-Antoine Audet, P.Geo, Ph.D. Geology
President and CEO,
Tel: (514) 726-4158 |
Mr. Matt Johnston
Corporate Development Advisor
Tel: (604) 443-3835
Toll Free: 1 (877) 792-6688, Ext. 5 |
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FORWARD-LOOKING STATEMENTS
Statements in this news release that are forward-looking statements are subject to various risks and
uncertainties concerning the specific factors disclosed here and elsewhere in SAMA’s periodic filings with Canadian securities
regulators. When used in this press release, words such as "will, look forward, could, plan, estimate, expect, intend, may,
potential, should," and similar expressions, are forward-looking statements. Information provided in this document is necessarily
summarized and may not contain all available material information.
Forward-looking statements may include, without limitation, statements regarding the completion and expected
benefits of the proposed transaction and other statements that are not historical facts. Forward-looking statements are based on a
number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which
operate, are inherently subject to significant operational, economic and competitive uncertainties and contingencies. In addition,
the factors described or referred to in the section entitled "Risk Factors" in the MD&A of Sama and which is available at
www.sedar.com, should be reviewed in conjunction with the information found in this news
release.
Although Sama has attempted to identify important factors that could cause actual results, performance or
achievements to differ materially from those contained in the forward- looking statements, there can be other factors that cause
results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such
information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or
results will materialize. As a result of these risks and uncertainties, the proposed transaction could be modified, restricted or
not completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or
events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking
statements in this press release are made as of the date of this press release, and Sama disclaims any intention or obligation to
update or revise such information, except as required by applicable law, and Sama assumes no liability for disclosure relating to
HPX herein.