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SRQ RESOURCES (:SRQ) Sama Resources and SRQ Resources Announce Closing of Plan of Arrangement

Directive transparence : information réglementée

10/08/2023 23:52

MONTREAL, QC / ACCESSWIRE / August 10, 2023 / Sama Resources Inc. ("Sama" or the "Company") (TSXV:SME)(OTC PINK:SAMMF) and SRQ Resources Inc. ("SRQ") are pleased to announce the closing of the previously announced spin-out transaction, which shall become effective today, August 10, 2023 at 6:00 p.m. (Eastern time) (the "Effective Date and Time").

Pursuant to the terms of the plan of arrangement ("Arrangement"), each of the common shares of the Company issued and outstanding at the Effective Date and Time (the "Company Shares") will be exchanged for:

  • 1 new common share of the Company (the "New Company Shares"); and
  • 0.1 common share of SRQ ("SRQ Shares").

From August 11, 2023 to August 15, 2023, at 5:00 p.m., the Company Shares will continue trading on the TSX Venture Exchange (the "TSXV") pending their exchange for New Company Shares and SRQ Shares. The Company Shares are expected to be delisted from the TSXV on August 15, 2023 at 5:01 p.m. (Eastern time). The New Company Shares are expected to commence trading on the TSXV at the market open on August 16, 2023. The CUSIP numbers for the New Company Shares and the SRQ Shares are 79588X101 and 85224M102, respectively.

Computershare Investor Services Inc. ("Computershare") 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+ at www.sedarplus.ca.

SRQ Listing

The Company has received from the TSXV conditional approval for the spinout transaction under the Arrangement and the listing of the SRQ shares on the TSXV. It is anticipated that SRQ will be listed on the TSXV under the ticker symbol "SRQ", subject to the TSXV's confirmation that all conditions to the listing have been satisfied. SRQ anticipates that the first day of trading will occur on or about August 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. (the "IVNE") who owns, controls or directs approximately 22,75% 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, CEO 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 Brulé property (the "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 August 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 August 11, 2023.

About Sama Resources Inc.

Sama is a Canadian-based, growth-oriented resource company focused on exploring the Samapleu nickel-copper project in Côte d'Ivoire, West Africa. The Company is managed by experienced industry professionals with a strong track 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 Côte d'Ivoire 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 70% interest in the Samapleu nickel-copper project in Côte d'Ivoire with its joint venture partner Ivanhoe Electric owning 30%. Ivanhoe Electric has the option to purchase up to a 60% interest in the project.

For more information about Sama, please visit Sama's website at www.samaresources.com.

Contact Information:

Marc-Antoine Audet, President and CEO
Tel: (514) 726-4158

Mr. Matt Johnston, Corporate Development Advisor
Tel: (604) 443-3835 or (877) 792-6688, Ext. 5

Forward-Looking Statements

Certain of the statements made and information contained herein are "forward-looking statements" or "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking statements and forward-looking information such as "will", could", "expect", "estimate", "evidence", "potential", "appears", "seems", "suggest", are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or forward-looking information, including, without limitation, the completion of the conditions of the Arrangement, the listing of SRQ on the TSX-V, the proposed board of directors and management team of SRQ, the effects of the Arrangement on the Company and SRQ, the ability of SRQ to convert resources in reserves, its ability to see through the next phase of development on the project, its ability to produce a pre-feasibility study or a feasibility study regarding the project, its ability to execute on its development plans in terms of metallurgy or exploration, the availability of financing for activities, risks and uncertainties relating to the interpretation of drill results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with SRQ's expectations, metal price fluctuations, environmental and regulatory requirements, availability of permits, escalating costs of remediation and mitigation, risk of title loss, the effects of accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in exploration or development, the potential for delays in exploration or development activities, the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, expectations and beliefs of management and other risks and uncertainties.

In addition, forward-looking statements and forward-looking information are based on various assumptions. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information or forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: SRQ Resources



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