01:22:57 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



Sama Resources, SRQ close spinout deal

2023-08-10 18:51 ET - News Release

Also News Release (C-SRQ) SRQ Resources Inc

Mr. Marc-Antoine Audet reports

SAMA RESOURCES AND SRQ RESOURCES ANNOUNCE CLOSING OF PLAN OF ARRANGEMENT

Sama Resources Inc. and SRQ Resources Inc. have closed the previously announced spinout transaction, which shall become effective today, Aug. 10, 2023, at 6 p.m. Eastern Time.

Pursuant to the terms of the plan of arrangement, each of the common shares of the company issued and outstanding at the effective date and time will be exchanged for:

  • One new common share of the company;
  • 0.1 common share of SRQ.

From Aug. 11, 2023 to Aug. 15, 2023, at 5 p.m., the company shares will continue trading on the TSX Venture Exchange pending their exchange for new company shares and SRQ shares. The company shares are expected to be delisted from the TSX-V on Aug. 15, 2023, at 5:01 p.m. ET. The new company shares are expected to commence trading on the TSX-V at the market open on Aug. 16, 2023. The Cusip numbers for the new company shares and the SRQ shares are 79588X101 and 85224M102, respectively.

Computershare Investor Services Inc. will forward direct registration statements (DRS) to each company shareholder that is entitled to receive DRS, representing their allotted number of new company shares and SRQ shares in accordance with the arrangement. Letters of transmittal have been mailed to registered holders of company shares, which must be completed and returned to Computershare together with the share certificates of company shares at the address specified in the letter of transmittal, in order for company shareholders to receive new company shares and SRQ shares. A copy of the letter of transmittal is also available under the company's profile on SEDAR+.

SRQ listing

The company has received from the TSX-V conditional approval for the spinout transaction under the arrangement and the listing of the SRQ shares on the TSX-V. It is anticipated that SRQ will be listed on the TSX-V under the ticker symbol SRQ, subject to the TSX-V's confirmation that all conditions to the listing have been satisfied. SRQ anticipates that the first day of trading will occur on or about Aug. 16, 2023.

Following the closing of the arrangement, the company no longer controls any of the issued and outstanding SRQ shares.

The principal securityholder of SRQ is IVNE Ivory Coast Holdings Inc. who owns, controls or directs approximately 22.75 per cent of the SRQ shares, which is equal to their holdings in Sama.

As of the effective date and time of the arrangement, SRQ will be operated as a separate company with separate management teams and boards of directors.

"As Sama celebrates this remarkable achievement, we are looking forward to a future of continued growth and prosperity for both, Sama and the newly forged SRQ. The spinout represents not just a business move but a pledge to create a sustainable future for the mining industry in the Quebec province, ensuring a harmonious balance between base metals exploration and environmental responsibility.," said Marc-Antoine Audet, chief executive officer and president of the company.

Mr. Audet added: "This is a testament to the hard work, dedication and vision of our team aiming at increasing value creation. By establishing SRQ as an independent entity, we are opening a new chapter in our exploration journey for base metals exploration and new discoveries."

SRQ's main asset is the Lac Brule property, which consists of 420 claims covering 24,282 hectares, including 401 exploration claims staked by SRQ over a period of 24 months, which surround the initial 19 claims owned by SRQ's CEO, Mr. Audet. Mr. Audet's 19 claims were transferred to SRQ on Aug. 2, 2023, after reimbursement of the expenditures incurred personally by Mr. Audet for the acquisition of the claims and the exploration of the property, notably on the area covered by said 19 claims.

For further details on the arrangement and the business of the company following the arrangement, please refer to the company's information circular dated May 29, 2023, available on the company's SEDAR+ profile and the listing application to be filed on SRQ's SEDAR+ profile on or about Aug. 11, 2023.

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 kilometres 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-kilometre-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.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.