Sama Resources Inc.
TSX VENTURE : SME

Sama Resources Inc.

May 09, 2013 16:54 ET

Sama Resources Reports Results of its Annual General and Special Meeting of Shareholders, Adoption of Advance Notice By-law and Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 9, 2013) - Sama Resources Inc. (TSX VENTURE:SME) ("Sama" or the "Company") is pleased to announce that, at its annual general and special meeting of shareholders held on May 8, 2013, Sama's shareholders approved, among other things, subject to regulatory approval, the "Continuance" of the Company from British Columbia into the federal jurisdiction of Canada under the Canada Business Corporations Act. Dr. Marc-Antoine Audet, President and CEO of Sama, extends his gratitude to Sama's shareholders for their show of support.

Conditional upon the Continuance becoming effective (the "Effective Date"), shareholders also approved the adoption of Articles of Continuance which will replace the Articles and Notice of Articles of the Company, and which will, among other things:

  • alter the Company's authorized capital by creating an unlimited number of preferred shares. As of the Effective Date, the authorized capital of the Company shall consist of an unlimited number of common shares and an unlimited number of preferred shares, all without par value; and
  • implement By-law No. 1 as the general by-law of the Company and incorporate into By-law No. 1 advance notice by-laws (the "Advance Notice By-law"), requiring advance notice of director nominees from shareholders.

The purpose of the Advance Notice By-law is to provide shareholders, directors and management of Sama with a clear framework for nominating directors of the Company at shareholder meetings. Sama is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The Advance Notice By-law is intended to further these objectives.

The Advance Notice By-law, among other things, includes a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to its board of directors are made by shareholders of the Company. The Advance Notice By-law fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in such notice to the Company. No person will be eligible for election as a director of Sama unless nominated in accordance with the Advance Notice By-law.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the 10th day following such public announcement.

In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice By-law comes into effect as of the Effective Date. The full text of By-law No. 1, including the Advance Notice By-law, will be available on SEDAR under the Company's profile at www.sedar.com.

Corporate Update

The Company also announces that it has entered into a management services agreement with Sandstone Consulting Ltd. for the services of Mr. Bryan McKenzie, CA, to act as Sama's Chief Financial Officer.

About Sama

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 http://www.samaresources.com.

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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