MONTREAL, QUEBEC--(Marketwired - Jan. 4, 2017) - Sama Graphite Inc. (formerly Section Rouge Média Inc.) (TSX VENTURE:SRG) (the "Company") and Sama Resources Inc. (TSX VENTURE:SME) ("SRI") are pleased to announce the closing, as of December 31, 2016 (the "Closing Date"), of its acquisition of all of the issued and outstanding shares of Sama Ressources Guinée SARL ("SRG") from SRI in exchange for the issuance of 24,658,267 common shares of the Company (the "Consideration Shares") to SRI, as part of a reverse take-over of the Company by SRI (the "RTO").
The RTO was carried out under a share exchange agreement dated August 5, 2016 among the Company, SRI, and SRG. In connection with the RTO, the Company paid an aggregate finders' fee consisting of 1,000,000 common shares of the Company ("Shares") at a deemed price of $0.10 per Share to two finders, Hamsa Capital Inc. and 9216-3815 Quebec Inc., as consideration for introducing the parties.
On closing of the RTO, each of the 17,550,000 subscription receipts sold by the Company pursuant to its previously-announced concurrent private placement, completed on November 3, 2016, were automatically converted into one Share.
Effective as of the Closing Date, the board of directors of the Company consists of Benoit La Salle (as chairman), Marc-Antoine Audet, Marc Filion, Marcel Duchesne, and René Lessard. The Company's officers are Marc-Antoine Audet as President and CEO, Isabelle Gauthier as CFO, and Kathleen Jones- Bartels as Corporate Secretary.
Concurrently with the closing of the RTO, the Company completed the previously-announced sale of its existing publication business to Ma Revue Agricole inc. (the "Buyer") for total consideration of $310,000. That purchase price consists of $188,200 in cash and the cancellation of a debt in the amount of $121,800 owing to Jean-Pierre Rancourt, the Company's outgoing President and Chief Executive Officer and a minority shareholder of the Buyer. The sale of those assets to the Buyer was approved by the
Company's shareholders on October 13, 2016.
The RTO and related transactions (collectively, the "Transactions") remain subject to the final approval of the TSX Venture Exchange (the "Exchange"). Upon receipt of the Exchange's final approval, it is anticipated that the Company will be classified as a Tier 2 mining issuer on the Exchange, which will carry on business in the mining exploration sector. The Company has changed its name to "Sama Graphite Inc." and the Shares will trade on the Exchange under the symbol "SRG".
The Exchange conditionally approved the Transactions, granting the Company an exemption from the sponsorship requirements under the Exchange's policies, on December 20, 2016. Trading in the Shares will remain halted pending the filing of final documentation in respect of the Transactions and receipt of the Exchange's final approval bulletin.
Early Warning Report
As a result of the RTO, SRI acquired direct beneficial ownership of the Consideration Shares and now holds 49.16% of the outstanding Shares. Prior to completion of the Transactions, SRI held no securities of the Company.
SRI acquired the Consideration Shares for investment purposes. Depending upon the circumstances, the SRI may, from time to time, acquire additional securities of the Company or dispose of all or a portion of the securities of the Company previously acquired.
An early warning report of SRI containing additional information with respect to the foregoing matters will be filed under the Company's SEDAR profile at www.sedar.com.
Further information on the Transactions can be found in the Company's filing statement, dated December 22, 2016, filed under the Company's profile on SEDAR at www.sedar.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.
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transactions. Although the Company and SRI believe in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include that the Transactions will obtain all required regulatory approvals in a timely fashion. These factors and others are more fully discussed in the filings of the Company and SRI made with Canadian securities regulatory authorities and available at www.sedar.com. Actual results may vary from the forward-looking information and neither the Company nor SRI assume any obligation to update any forward-looking statement except as required by applicable law.