Sama Resources Inc.
TSX VENTURE : SME

Sama Resources Inc.

November 10, 2011 12:47 ET

Sama Resources Announces Private Placement With International Finance Corporation

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 10, 2011) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Sama Resources Inc. ("Sama") (TSX VENTURE:SME) is pleased to announce, subject to TSX Venture Exchange ("TSXV") approval, a non-brokered private placement (the "Private Placement") of 4,310,429 units (a "Unit") at a price of CAN$0.315 per Unit, for total gross proceeds of approximately CAN$1,357,786.

The Private Placement is being subscribed to by International Finance Corporation ("IFC") for CAN$1,250,000 and MMR Exploration Limited ("MMR") (a subsidiary of Minmetals Resources Limited (HKSE 1208) for CAN$107,785 under its pre-emptive right to maintain ownership (see Sama's news release dated June 28, 2011 for more information on MMR).

"We are extremely pleased to welcome IFC as a shareholder of Sama. IFC is known world-wide in the international banking community and understand well Sama's focus in te d'Ivoire and Guinea, West Africa. We look forward to a long working relationship with IFC and thank them for their support," stated Dr. Marc-Antoine Audet, President and Chief Executive Officer of Sama.

IFC, a member of the World Bank Group, is the largest global development institution focused exclusively on the private sector. IFC helps developing countries achieve sustainable growth by financing investment, providing advisory services to businesses and governments, and mobilizing capital in the international financial markets. In fiscal 2011, amid economic uncertainty across the globe, IFC helped its clients create jobs, strengthen environmental performance, and contribute to their local communities—all while driving its investments to an all-time high of nearly $19 billion. For more information, visit www.ifc.org.

Each Unit will be comprised of one common share of Sama (a "Share") and one non-transferable share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase for a period of 4 years from the date of issuance (the "Expiry Date") one additional Share at an exercise price of CAN$0.4725 per Warrant Share until the Expiry Date, subject to the following:

Accelerated Expiry No. 1

If at any time, following (i) 18 months from closing date, (ii) the trading price of Sama's Shares on the TSXV or other senior Canadian stock exchange on which Sama's Shares may then be listed, exceeds CAN$1.00 for 30 consecutive trading days or more, then Sama shall be entitled to provide the warrantholders a notice of acceleration of the Expiry Date with respect to 50% of the Warrants held by such warrantholders. Once Sama provides the warrantholders with a notice of acceleration, the warrantholder's right to exercise its Warrants will expire 60 days after such notice is delivered to the holder.

Accelerated Expiry No. 2

If at any time following (i) 18 months from closing date, (ii) the trading price of Sama's Shares on the TSXV or other senior Canadian stock exchange on which Sama's Shares may then be listed, exceeds CAN$1.00 for 30 consecutive trading days or more, and (iii) Sama has delivered a bankable feasibility study to La Société pour le Développement Minier de la Côte d'Ivoire as agreed in the joint venture agreement, and has notified the warrantholders of such event, then Sama shall be entitled to provide the warrantholder with a notice of acceleration of the Expiry Date with respect to the additional 50% of such warrantholder's Warrants. Once the Issuer provides the warrantholders with a notice of acceleration, such warrantholder's right to exercise its Warrants will expire 60 days after such notice is delivered.

No finders' fees or commissions will be payable. Net proceeds from the Private Placement will be used for exploration purposes and general working capital requirements.

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.

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