VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 23, 2012) -
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 the closing of the private placement with MMR Exploration Limited ("MMR"), a subsidiary of Minmetals Resources Limited (HKSE 1208), of 7,337,324 common shares of Sama (the "Shares"), as previously disclosed in Sama's May 17, 2012 news release. The Shares were issued at a price of CAN$0.60 per Share, for total gross proceeds of CAN$4,402,394.40 (the "Private Placement"). All Shares issued under the Private Placement are subject to a four-month hold period expiring on September 24, 2012.
No finders' fees or commissions were payable. Net proceeds from the Private Placement will be used for exploration purposes and general working capital requirements. MMR now holds 11,404,009 Sama common shares, representing approximately 15.5% of the issued and outstanding Sama common shares (19.9% on a diluted basis including the 4,066,685 warrants to purchase Sama common shares previously acquired by MMR).
In connection with MMR's initial acquisition of an interest in Sama, Sama granted MMR a pre-emptive right pursuant to which, for so long as MMR holds any equity interest in Sama on a fully-diluted basis, it will have the right to participate in any future equity private placement or public offering of Sama (an "Offering") to allow it to maintain the same percentage interest in Sama after completion of the Offering (assuming the conversion or exchange of any convertible securities issued under the Offering) as existed immediately prior to completion of the Offering. Pursuant to the Private Placement, the pre-emptive right has been amended to provide that once MMR's diluted interest in Sama equals at least 19.9%, it will have the right to participate in future Offerings to maintain at least a 19.9% diluted interest so long as MMR's diluted interest at the time of the Offering is at least 15% (or, in certain cases where MMR's interest has been diluted in circumstances where its pre-emptive right did not apply, a lesser percentage interest).
Sama has also agreed that, for so long as MMR holds at least a 15% non-diluted interest in Sama (or, in certain cases where MMR's interest has been diluted in circumstances where its pre-emptive right did not apply, a lesser percentage on a non-diluted basis), (i) MMR will have the right to nominate one director for election to Sama's board of directors, and (ii) Sama will not take any steps to put in place any shareholder rights plan without MMR's consent.
For further information, 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.