Sama Announces Date of Special Shareholder Meeting and Updates Terms of Strategic Partnership with HPX
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Sama Announces Date of Special Shareholder Meeting
and Updates Terms of Strategic Partnership with HPX
MONTREAL, CANADA, March 15, 2018 - 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 bi nding 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 invest ment 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%.
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• 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:
o 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
o 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) acc epts responsibility for the adequacy
or accuracy of this release.
Contact information:
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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
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 s tatements 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 expec tations 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 forw ard-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.