Acquisition of Sama Resources Development Corp. (Cayman) by Seahawk Gold

2021-05-05 / @thenewswire

(TheNewswire)

Montréal, Quebec – TheNewswire - May 5th, 2021 – Sama Resources Inc. (“Sama” or the “Company”) (TSXV:SME) | (OTC:SAMMF) is pleased to announce that it has entered into an agreement with Seahawk Gold Corp. (CSE: SHV | OTCQX: SEHKF) ("Seahawk") for the acquisition of Sama's subsidiary Sama Resources Development Corp. (Cayman) ("Sama Cayman") which holds 100% of the issued and outstanding securities of Sama Resources Liberia Inc. ("Sama Liberia")..

In consideration for the purchase of Sama Cayman, Seahawk will issue 8,500,000 of its common shares to Sama (the "Consideration Shares"), which will result in Sama holding 20.8% of Seahawk's outstanding shares following the issuance of the Consideration Shares.

“We are extremely pleased to be a significant shareholder within such a well-structured vehicle. Much like the spinout of the Guinean assets to SRG Mining Inc. (TSX-V: SRG) in 2017, the Seahawk transaction affords Sama the luxury of having significant equity exposure to high quality assets while maintaining our near zero dilution model & simultaneously maintaining our focus on the Nickel-Copper-Palladium district in partnership with HPX in Côte d’Ivoire, West Africa.” stated Dr. Marc-Antoine Audet President, CEO & Director of Sama Resources Inc.

"Seahawk is very pleased with enhancing its portfolio of exploration assets with this latest acquisition, and looks forward to working with the Sama team to close the transaction and to discuss opportunities for Seahawk and Sama to collaborate in the further exploration of the Projects " Stated Giovanni Gasbarro CEO & Director of Seahawk Gold Corp.

The Consideration Shares will be subject to a four month hold period from closing under applicable Canadian securities laws in addition to other resale restrictions which will apply to Sama as long as it remains a "control person" of Seahawk. Additionally, Sama elects that the Consideration Shares be held in certificate form.

The transaction is subject to various closing conditions, including the satisfactory completion of due diligence by Seahawk, and all applicable shareholder, regulatory and stock exchange approvals for the Transaction having been received by the relevant parties

Seahawk and Sama intend to discuss the potential provision of exploration and other services by Sama to Seahawk in respect of the Projects following closing, which if agreed to will be the subject of separate agreements between Seahawk and Sama.

ABOUT SAMA RESOURCES INC.

Sama is a Canadian-based mineral exploration and development company with projects in West Africa. On October 23, 2017, Sama announced that it had entered into a binding term sheet in view of forming a strategic partnership with HPX TechCo Inc., a private mineral exploration company in which mining entrepreneur Robert Friedland is a significant stakeholder, in order to develop its Côte d’Ivoire Nickel-Copper-Palladium project in Côte d’Ivoire, West-Africa. For more information about Sama, please visit Sama’s website at http://www.samaresources.com.

About Seahawk Gold Corp.

Seahawk Gold Corp. is a publicly traded gold asset acquisition corporation, focused on 100% owned gold properties in some of the world’s most prolific gold producing districts; including the Touchdown, Blitz, Mystery, SkyX & Xtra Point properties located in the Urban-Barry Greenstone Belt of the Abitibi sub province specifically within Quebec, Canada. For more information about Seahawk, please visit the Company’s website at https://www.seahawkgoldcorp.com/

FOR FURTHER INFORMATION, PLEASE CONTACT:

SAMA RESOURCES INC./RESSOURCES SAMA INC.

Dr. Marc-Antoine Audet, President and CEO

Tel: (514) 726-4158

Mr. Matt Johnston, Corporate Development Advisor

Tel: (604) 443-3835

Toll Free: 1 (877) 792-6688, Ext. 5

Forward-Looking Statements

Certain of the statements made and information contained herein are "forward-looking statements" or “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking statements and forward-looking information such as “evidence”, “potential”, “appears”, “seems”, “suggest”, are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or forward-looking information, including, without limitation, the availability of financing for activities, risks and uncertainties relating to the interpretation of drill results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal price fluctuations, environmental and regulatory requirements, availability of permits, escalating costs of remediation and mitigation, risk of title loss, the effects of accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in exploration or development, the potential for delays in exploration or development activities, the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, expectations and beliefs of management and other risks and uncertainties.

In addition, forward-looking statements and forward-looking information are based on various assumptions. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information or forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise.