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Sama Resources Inc
Symbol SME
Shares Issued 137,005,775
Close 2017-10-20 C$ 0.28
Market Cap C$ 38,361,617
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Sama partners with HPX to develop Cote d'Ivoire

2017-10-23 13:57 ET - News Release

Dr. Marc-Antoine Audet reports

SAMA RESOURCES INC. AND HPX TECHCO INC. ANNOUNCE STRATEGIC PARTNERSHIP TO DEVELOP THE COTE D'IVOIRE NICKEL-COPPER AND COBALT PROJECT

Sama Resources Inc. has entered into a binding term sheet in view of forming a strategic partnership with HPX TechCo Inc., a private mineral exploration company in which mining entrepreneur Robert Friedland is a significant stakeholder, in order to develop its Cote d'Ivoire nickel-copper and cobalt project in Ivory Coast, West Africa.

As part of the term sheet, HPX would make a strategic investment in Sama of up to $12.25-million. HPX would also have the ability to earn into a joint venture with Sama to acquire a total of up to a 60-per-cent interest in Sama's interest in the Cote d'Ivoire project, including the Samapleu project, by financing exploration expenses and completing the feasibility study through total investments of $30-million.

Under the terms of the term sheet, HPX would purchase 25 million units of Sama at a price of 21 cents per unit, resulting in total proceeds to Sama of $5.25-million. The units include 25 million fully vested two-year common share purchase warrants with an exercise price of 28 cents per share. Fully exercised, the private placement and warrant proceeds will total an investment of $12.25-million in Sama.

Following completion of the private placement, HPX would own approximately 11.4 per cent of Sama's issued and outstanding common shares and 20.5 per cent assuming the warrants are fully exercised, both on a fully diluted basis. On a non-diluted basis, HPX would own approximately 15.4 per cent of Sama's issued and outstanding shares and 26.7 per cent assuming only the exercise of its warrants.

"We are very excited about the opportunity this partnership provides Sama in the form of a strong strategic shareholder," commented Benoit La Salle, executive chairman of Sama. "We are pleased to be partnering with HPX, who bring to the table an experienced exploration team and a proven track record of developing a number of world-class mineral deposits."

"We look forward to working with the HPX team and leveraging their cutting-edge exploration technology and significant experience," added Dr. Marc-Antoine Audet, Sama's president and chief executive officer.

In addition to the private placement and warrants, the term sheet also provides for HPX and Sama to enter into a separate joint venture agreement, whereby HPX can earn up to a 60-per-cent interest in Sama's interest in the Cote d'Ivoire project, including the Samapleu project. The precise form of the joint venture is subject to completion of discussions between the parties. The JV company will be responsible for financing the development of the permits, through the proceeds from the private placement, the exercise of the warrants, additional private placements as well as direct investments by HPX in the JV company, for a total cumulative investment of up to $30-million.

Additional highlights of the term sheet include the following:

  • HPX will have a pre-emptive/anti-dilution right to maintain its ownership percentage in Sama in future equity financings as long as the holdings of common shares of Sama by HPX and its affiliates remains above 10 per cent.
  • HPX will have the right, but not the obligation, to nominate and have appointed: (i) two directors to the board of Sama as long as its shareholding in Sama remains above 10 per cent; and (ii) four directors if its shareholding is greater than 50 per cent.
  • Sama has also granted HPX an exclusivity period of 90 days to settle and execute definitive agreements. A break fee of $1-million (U.S.) is payable in the event of a breach of the exclusivity provisions.

The transactions contemplated by the term sheet remain subject to completion of due diligence by HPX, which is at a significantly advanced stage, and the settling and execution by HPX and Sama of definitive agreements (including a subscription agreement, an investment agreement, a joint venture and an earn-in agreement), as well as subject to approval of the applicable regulatory authorities, including the TSX Venture Exchange, final board approvals of both parties and Sama shareholder approval. The directors and officers of Sama, who collectively hold 7.26 per cent of the outstanding common shares, have agreed to support the transaction with HPX and to vote in favour of the transactions at the Sama shareholders meeting.

Samapleu project overview

The nickel-copper-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 kilometres within Sama's properties in Ivory Coast.

Sama's Cote d'Ivoire project is located approximately 600 kilometres northwest of Abidjan and is adjacent to the world-class nickel-cobalt laterite deposits of Sipilou and Foungouesso, forming a 125-kilometre-long new base metal camp in West Africa.

The technical information in this release has been reviewed and approved by Dr. Marc-Antoine Audet, PGeo, president and CEO, Sama, and qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Sama Resources Inc.

Sama Resources is a Canadian-based base mineral exploration and development company with projects in West Africa.

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