Sama Resources signs C$7.8M Azegour term sheet and proposes AXA Metals name
The proposed share deal would give Aya about 19.11 per cent of Sama and add Moroccan tungsten, copper and molybdenum exposure.
Theo Marchetti
Sama Resources Inc. CVESME OTCMKTSSAMMF, a TSX Venture Exchange issuer, signed a term sheet on Thursday to acquire Morocco's Azegour project for C$7.8 million in shares.
The proposed consideration is 52 million shares at C$0.15 apiece. Seller Aya Gold & Silver Inc. TSEAYA NASDAQAYA would hold approximately 19.11 per cent of Sama after issuance, on a non-diluted basis.
Sama also proposes changing its name to AXA Metals Corp.
Sama's quoted price was C$0.15 on the TSX Venture Exchange at 4 p.m. EST on Nov. 4, according to Google Finance's CVESME page, before the announcement. The proposed issue price matches that pre-announcement quote.
Historical Work Does Not Establish A Current Resource
Azegour is a brownfield copper-tungsten-molybdenum project in Morocco, according to Sama's Nov. 5 release. It would add Moroccan exploration exposure to Sama's nickel-copper interests in Côte d'Ivoire.
Sama describes a mineralized skarn system associated with a granitic intrusion, with historical mining, underground development and a geological database. Its Nov. 5 release cautions that those features do not establish a current mineral resource or an economic deposit.
The proposed initial work would assess the reliability of historical data, update geological models and prioritize sampling, geophysics and targeted diamond drilling. Extensions along strike and at depth remain targets to be tested, rather than demonstrated additions to a resource.
"What excites us is not simply that copper, tungsten and molybdenum were mined here in the past. It is the possibility of developing a much clearer understanding of the entire mineralized system, its continuity, its geometry and its extensions," Sama president and chief executive Marc-Antoine Audet said in the release.
Share Payment Would Give Aya A Minority Stake
Under the proposed structure, Sama would acquire a newly incorporated Canadian subsidiary of Aya that would own a Moroccan subsidiary. The mining titles and related assets would be transferred into that structure before completion.
The assets include two exploitation licences and two research permits, along with pending research permit applications, Sama said in its Nov. 5 release. Obligations under an existing 2.5 per cent third-party royalty applying to part of Azegour would also transfer.
The 19.11 per cent post-issuance stake measures the ownership dilution from the proposed share payment. Sama said the consideration shares would carry a statutory hold of four months and one day, plus any TSX Venture Exchange escrow or resale restrictions.
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Aya would also license geological data covering Moroccan territory outside the mining titles to Sama or its relevant subsidiary. The proposed licence would be non-exclusive, perpetual, worldwide and royalty-free, but non-assignable. Aya would provide transitional legal, financial, management and geological support for 12 months after completion.
