Sama Resources Inc.
TSX VENTURE : SME

Sama Resources Inc.

August 21, 2015 16:55 ET

Sama Announces Private Placement of Up to $1.3 Million

MONTREAL, QUEBEC--(Marketwired - Aug. 21, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Sama Resources Inc. (TSX VENTURE:SME) (the "Corporation" or "Sama") is pleased to announce that it has appointed a syndicate of agents (the "Agents") co-led by Paradigm Capital Inc. and Richardson GMP Limited as its agents to sell, by private placement, units of Sama ("Units") at a price of $0.15 per Unit (the "Issue Price"), by issuing up to 5,000,000 Units for gross proceeds of up to CDN$750,000 (the "Brokered Offering"). Each Unit will be comprised of one common share (a "Common Share") in the capital of the Corporation and one common share purchase warrant (a "Warrant"), each Warrant entitling the holder thereof to acquire one Common Share at a price of $0.25 per share for a period of 60 months from the closing date of the Brokered Offering.

The Corporation has agreed to pay the Agents a cash fee equal to 8% of the gross proceeds from the Brokered Offering. As additional compensation, the Agents will be issued compensation options entitling the Agents to purchase that number of Common Shares equal to 8% of the aggregate number of Units sold under the Brokered Offering, exercisable at a price of $0.25 per Common Share for a period of 60 months from the closing date of the Brokered Offering.

Concurrent with the Brokered Offering, the Corporation is pleased to announce a non-brokered private placement of Units at a price of $0.15 per Unit by issuing up to 3,666,667 Units for gross proceeds of up to approximately CDN$550,000 (the "Non-Brokered Offering" and, collectively with the Brokered Offering, the "Offering"). Each Unit will be comprised of one Common Share in the capital of the Corporation and one Warrant.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issuable pursuant to the Offering will be subject to a four month hold period from the date of issuance in accordance with applicable Canadian securities laws.

The Corporation intends to use the net proceeds of the Brokered and Non-Brokered Offering for exploration, working capital and general and administrative purposes.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

FORWARD LOOKING STATEMENTS

This release contains forward looking statements, including but not limited to statements with respect to the completion of the Offering and the use of proceeds thereof. Although Sama believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Sama can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Brokered Offering or the Non-Brokered Offering could be delayed if Sama is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Brokered Offering or the Non-Brokered Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completely sold, completed within the anticipated time or at all. Additional information on these and other factors that could affect Sama's operations and financial results are accessible through the SEDAR website (www.sedar.com), including the risk factors described in the Corporation's Management Discussion and Analysis for the Period Ended March 31, 2015. Except as required by law, Sama does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

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

Sama is a Canadian-based mineral exploration and development company with projects in West Africa. For more information about Sama, please visit Sama's website at www.samaresources.com.

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