Section Rouge Média Becomes Sama Graphite and Announces Completion of Reverse Take-over BY Sama Resources
9205491.1
SECTION ROUGE MÉDIA BECOMES SAMA GRAPHITE
AND ANNOUNCES COMPLETION OF REVERSE TAKE-OVER BY SAMA RESOURCES
MONTREAL, QUEBEC, January 4, 2017 – Sama Graphite Inc. (formerly Section Rouge Média Inc.)
(TSXV: SRG) (the “Company”) and Sama Resources Inc. (TSXV: SME) (“SRI”) are pleased to
announce the closing, as of December 31, 2016 (the “Closing Date”), of its acquisition of all of the issued
and outstanding shares of Sama Ressources Guinée SARL (“SRG”) from SRI in exchange for the
issuance of 24,658,267 common shares of the Company (the “Consideration Shares”) to SRI, as part of a
reverse take-over of the Company by SRI (the “RTO”).
The RTO was carried out under a share exchange agreement dated August 5 , 2016 among the Company,
SRI, and SRG. In connection with the RTO, the Company paid an aggregate finders’ fee consisting of
1,000,000 common s hares of the Company (“Shares”) at a deemed price of $0.10 per Share to two
finders, Hamsa Capital Inc. and 9216-3815 Quebec Inc., as consideration for introducing the parties.
On closing of the RTO, each of the 17,550,000 subscription receipts sold by the Company pursuant to its
previously-announced concurrent private placement, completed on November 3, 2016, were
automatically converted into one Share.
Effective as of the Closing Date, the board of directors of the Company consists of Benoit La Salle (as
chairman), Marc-Antoine Audet, Marc Filion, Ma rcel Duchesne, and René Lessard. T he Company ’s
officers are Marc-Antoine Audet as President and CEO, Isabe lle Gauthier as CFO, and Kathleen Jones -
Bartels as Corporate Secretary.
Concurrently with the closing of the RTO, the Company completed the previously -announced sale of its
existing publication business to Ma Revue Agricole inc. (the “ Buyer”) for total con sideration of
$310,000. That purchase price consists of $188,200 in cash and the cancellation of a debt in the amount of
$121,800 owing to Jean-Pierre Rancourt, the Company’s outgoing President and Chief Executive Officer
and a minority shareholder of the Buyer. The sale of those assets to the Buyer was approved by the
Company’s shareholders on October 13, 2016.
The RTO and related transactions (collectively, the “ Transactions”) remain subject to the final approval
of the TSX Venture Exchange (the “ Exchange”). Upon receipt of the Exchange’s final approval, it is
anticipated that the Company will be classified as a Tier 2 mining issuer on the Exchange, which will
carry on business in the mining exploration sector . The Company has changed its name to “Sama
Graphite Inc.” and the Shares will trade on the Exchange under the symbol “SRG”.
The Exchange conditionally approved the Transactions, granting the Company an exemption from the
sponsorship requirements under the Exchange’s policies, on December 20, 2016. Trading in the Shares
will remain halted pending the filing of final documentation in respect of the Transactions and receipt of
the Exchange’s final approval bulletin.
Early Warning Report
As a result of the RTO, SRI acquired direct beneficial ownership of the Consideration Shares and now
holds 49.16% of the outstanding Shares. Prior to completion of the Transactions, SRI held no securities of
the Company.
SRI acquired t he Consideration Shares for investment purposes. Depending upon the circumstances, the
SRI may, from time to time, acquire additional securities of the Company or dispose of all or a portion of
the securities of the Company previously acquired.
- 2 -
9205491.1
An early warning report of SRI containing additional infor mation with respect to the foregoing matters
will be filed under the Company’s SEDAR profile at www.sedar.com.
Further Information
Further information on the Transactions can be found in the Company’s filing statement , dated
December 22, 2016, filed under the Company’s profile on SEDAR at www.sedar.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.
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 Transactions. Although the Company and SRI 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 re flected 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 that the Transactions will obtain all
required regulatory approvals in a timely fashion. These factors and others are more fully discussed in the
filings of the Company and SRI made with Canadian securities regulatory authorities and available at
www.sedar.com. Actual results may vary from the forward-looking information and neither the Company
nor SRI assume any obligation to update any forward -looking statement except as required by applicable
law.
For additional information, please contact:
Sama Graphite Inc. / Sama Resources Inc.
1320 Graham Blvd., Suite 132
Town of Mount Royal, Quebec H3P 3C8
Dr. Marc-Antoine Audet
President and CEO
Tel: (514) 726-4158
Email: [email protected]