16:59:04 EDT Sun 28 Apr 2024
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Sama Resources Inc
Symbol SME
Shares Issued 219,768,440
Close 2023-05-25 C$ 0.17
Market Cap C$ 37,360,635
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Sama Resources arranges spinout of SRQ Resources

2023-05-25 10:00 ET - News Release

Dr. Marc-Antoine Audet reports

SAMA RESOURCES ANNOUNCES ARRANGEMENT FOR THE SPINOUT OF SRQ RESOURCES, ITS QUEBEC NICKEL SUBSIDIARY

Sama Resources Inc. has entered into an arrangement agreement with SRQ Resources Inc., a wholly owned subsidiary of Sama, pursuant to which the parties intend to complete a spinout transaction of the SRQ common shares.

The spinout will be completed by way of a court-approved plan of arrangement (PoA) under the Canada Business Corporations Act. Upon completion of the PoA, holders of common shares of Sama are to receive:

  • One new share in the reorganized capital of Sama for every one Sama share held at the effective time of the PoA; and
  • One SRQ share for every 10 Sama shares held at the effective time.

"The SRQ spinout marks a significant milestone for the company and our shareholders. Following two years of grassroot efforts with exciting results on the SRQ properties, we believe this spinout represents the best opportunity to create value for our shareholders and unearth the vast mineral potential of the Grenville region of Quebec," said Benoit La Salle, executive chairman of the board for Sama Resources.

Dr. Marc-Antoine Audet, chief executive officer and president of Sama Resources, added: "The SRQ spinout represents an exciting chapter in our exploration journey for new base metals discoveries. Sama will continue to focus on the research and development of our base metal camp in West Africa, and SRQ will be solely focused on the creation of a North American nickel power play, notably with the Lac Brule property in Quebec."

Further to the completion of the PoA, Sama shareholders will see their shareholding in Sama unchanged while obtaining the same pro rata participation in SRQ as their Sama shares.

The effective time for determining the Sama shareholders who will be eligible to receive new Sama shares will be announced by the company in due course. For more details relating to the terms of the PoA, refer to the arrangement agreement which will be available on the company's SEDAR profile.

While Sama's main business focus is on mineral exploration activities in West Africa, including notably its Samapleu nickel-copper project located in Ivory Coast, the spinout will allow SRQ to focus on mineral exploration and development operations in the province of Quebec, Canada, specifically the properties of Lac Brule and Lac Brennan.

The board of directors of Sama has determined that carrying out the PoA is in the best interests of Sama for numerous reasons, including the following:

  • The Sama shareholders will hold shares in two separate, focused public companies.
  • Capital markets currently value the SRQ business together with the Sama business. By completing the spinout, Sama believes that the capital markets will value the SRQ business separately and independently of Sama, which should create additional value for Sama shareholders.
  • Sama and SRQ will have separate board of directors and management. Each company will fill its roster with specialists who will focus on the growth and the advancement of the Sama business and the SRQ business, respectively.
  • The separation of Sama and SRQ is expected to expand the potential shareholder base of both companies and to allow each of them to access capital from investors focused on owning mining assets located in either Africa or Canada.

Sama intends to apply for a listing of the SRQ shares on the TSX Venture Exchange. Any such listing will be subject to SRQ fulfilling all requirements of the TSX-V.

Prior to the spinout and as part of the PoA, Sama has financed SRQ with a cash injection of $2-million. This capital injection allows SRQ to execute on its exploration objectives and meet the working capital listing requirement of the TSX-V. SRQ will be fully financed for the first phase of exploration. As such, a capital raise concurrently with the listing or immediately thereafter will not be necessary.

The PoA remains subject to customary conditions, including, among other things, the approval by the TSX-V, approval by an affirmative vote of two-thirds of Sama shareholders in attendance at Sama's annual and special shareholders meeting, and approval of the Superior Court of Quebec. There can be no assurance that such approvals will be obtained or that the PoA will be completed on the terms contemplated, or at all.

Additional details of the PoA will be included in the information circular to be mailed to shareholders of Sama in connection with the meeting, which will be available on the company's SEDAR profile. The meeting is scheduled to be held in person, at the company's offices, on June 29, 2023, at 10 a.m. (ET).

It is anticipated that any securities to be issued under the PoA will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof.

SRQ properties in Quebec

SRQ owns a total of 525 exploration claims in the province of Quebec, Canada, related to six different properties.

The Lac Brule property is the most advanced exploration target and consists of 401 contiguous mining claims covering an area of approximately 23,165 hectares (ha). It is located approximately 148 kilometres west-northwest of the town of Mont-Laurier. The Lac Brule claims are located in National Topographic System (NTS) map sheets 31K/13 and 31K/14, and are centred at approximate grid co-ordinates of 314,700 m east and 5,198,400 m north (UTM (Universal Transverse Mercator) Zone 18, NAD (North American Datum) 83).

The Lac Brennan property consists of 42 contiguous mining claims covering an area of approximately 2,480 ha, located approximately 100 km north-northwest of Mont-Laurier. The Lac Brennan claims are located in NTS map sheet 31K/10 and are centred at approximately 340,000 m east, 5,165,000 m north (UTM Zone 18, NAD 83).

The Lac Jim property comprises 21 mining claims covering approximately 1,178 hectares.

The Lac Picanoc property includes 11 mining claims covering approximately 658 hectares, while the Northfield property encompasses 31 mining claims spanning approximately 1,843 hectares. These properties are all located within approximately 100 km of Gatineau, Que.

The Lac Montmord property consists of a single contiguous block totalling 19 claims covering an area of approximately 1,025 ha. It is located 160 km north of Chibougamau, Que.

In May, 2021, Dr. Audet undertook an initial field visit to confirm his hypothesis regarding the mineralization potential of the Lac Brule property. The area of interest was characterized by a significant deformation pattern outlined by regional magnetism and strong regional gravity response. The presence of the old Renzy nickel (Ni) and copper (Cu) mine located 50 km to the southeast and at the centre of this large regional pattern added to its appeal for mineral exploration.

The initial field investigation was made easier by the presence of established bush tracks left behind from previous logging activities. During the visit, a well-developed gossan (gossans are highly ferruginous rocks which are the product of the oxidation by weathering and leaching of a sulphide body: Elsevier mineral exploration, 2013) was found in close proximity to the location indicated by SRQ's base metal exploration matrix. Additional visits in July and September, 2021, further strengthened and refined the initial geological investigation.

The geology of the property surrounding the discovery gossan outcrop can be summarized by the following geological succession from bottom to top. At the base is a mineralized sequence of pyroxenite, followed by a garnet-rich mafic horizon. Above that is a sequence of felsic migmatite gneiss, which is then succeeded by a horizon of garnet amphibolite, which is a few metres thick. Finally, there is another sequence of felsic migmatite gneiss. Metamorphism is of high grade. It varies from amphibolite facies to granulite facies. The regional structure has significant deformations, but it is notable that the regional foliation is characterized by a very low dip of 15 degrees to 20 degrees. The pyroxenite unit shows a discrete mineralogical foliation weakly dipping toward the south.

Readers are referred to previous press releases describing the discovery of the gossan as well as showing results from an airborne HELITEM II (helicopter time-domain electromagnetic) survey flown in December, 2021 (June 16, 2021, and March 22, 2022, press releases).

The company is targeting possible accumulations of nickel and copper mineralization at the Lac Brule property that could be of similar nature to that at the nearby defunct Renzy Ni-Cu mine, the Voisey's Bay Ni-Cu mine and at other well-known Ni-Cu deposits in Canada and worldwide.

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

About Sama Resources Inc.

Sama is a Canadian-based, growth-oriented resource company focused on exploring the Samapleu nickel-copper project in Ivory Coast, West Africa. The company is managed by experienced industry professionals with a strong record of discovery. Sama is committed to developing and exploiting the Samapleu nickel-copper and platinum group element resources.

Sama's projects are located approximately 600 km northwest of Abidjan in Ivory Coast and are flanked to the west by the Ivorian and Guinean borders. Sama's projects are located adjacent to the large world-class nickel-cobalt laterite deposits of Sipilou and Foungouesso, forming a 125 km long new base metal camp in West Africa.

Sama owns a 70-per-cent interest in the Samapleu nickel-copper project in Ivory Coast, with its joint venture partner Ivanhoe Electric owning 30 per cent. Ivanhoe Electric has the option to purchase up to a 60-per-cent interest in the project.

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