Sama Resources Inc.

Sama Resources Inc.

June 09, 2015 17:25 ET

Sama Announces Short Form Prospectus Offering

MONTREAL, QUEBEC--(Marketwired - June 9, 2015) -


Sama Resources Inc./Ressources Sama Inc. (TSX VENTURE:SME) ("Sama" or the "Company") announced today that it has obtained a receipt for a preliminary short form prospectus (the "Preliminary Prospectus") in connection with a public offering (the "Offering"), on a best efforts basis, of common shares in the capital of the Company (the "Offered Shares"). The Offering is being co-led by Paradigm Capital Inc. and Richardson GMP Limited (together, the "Agents"). The Offering will be priced in the context of the market immediately prior to the filing of the final short form prospectus in respect of the Offering (the "Offering Price"). The net proceeds from the Offering are expected to be used by the Company to advance its mining properties and for working capital and general corporate purposes, the whole as described in the Preliminary Prospectus.

The Agents shall have the option (the "Over-Allotment Option") to arrange for additional purchasers to purchase additional common shares in the capital of the Company in an amount equal to 15% of the Offered Shares sold pursuant to the Offering (the "Additional Shares") at the Offering Price for a period of 30 days following the date of closing of the Offering (the "Closing Date") in order to satisfy over-allotments and for market stabilization purposes. The Agents will receive a cash commission equal to 7% of the gross proceeds of the Offering. As additional consideration, the Agents will be granted broker warrants ("Broker Warrants") entitling the Agents to purchase that number of common shares (the "Broker Shares") equal to 7% of the aggregate number of Offered Shares issued pursuant to the Offering (including in respect of any exercise of the Over-Allotment Option). The Broker Warrants shall be exercisable to purchase Broker Shares at the Offering Price for a period of 24 months following the Closing Date at a purchase price per share equal to the Offering Price.

Sama has obtained a receipt for the Preliminary Prospectus with the securities regulatory authorities in each of the Provinces of Alberta, British Columbia and Ontario. Sama has made application to have the Offered Shares listed for trading on the TSX Venture Exchange. The closing of the Offering is subject to certain closing conditions, including, but not limited to, the issuance of a receipt by the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario for a final short form prospectus qualifying the distribution of the Offered Shares, the Over-Allotment Option, the Additional Shares and the Broker Warrants, the approval of the TSX Venture Exchange and execution of an agency agreement among the Company and the Agents.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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

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 release contains forward looking statements. More particularly, this release contains statements concerning the anticipated Offering and the use of proceeds therefrom. 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 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 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 included in the Preliminary Prospectus, including the documents incorporated by reference therein, and reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website ( 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.

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