SAMA Resources Inc. Announces Execution Of Term Sheet For The Expansion Into Morocco Through The Acquisition Of The Azegour Project And Proposed Name Change To Axa Metals Corp.

Sama Resources Inc. (SME) has executed a non-binding term sheet with Aya Gold & Silver to indirectly acquire the Azegour copper-tungsten-molybdenum project in Morocco. The transaction structure involves Aya incorporating a Canadian NewCo and a Moroccan SubCo, into which AGSM would transfer two exploitation licenses, two research permits, pending permit applications, related data, and tangible assets.

Consideration for the deal is 52,000,000 Sama common shares at a deemed price of C$0.15 per share, resulting in an aggregate stated value of C$7.8 million. Upon completion, Aya would hold approximately 19.11% of Sama’s post-issuance non-diluted shares. These shares are subject to a four-month-plus-one-day statutory hold period and any applicable TSXV escrow or resale restrictions.

Sama would assume obligations relating to an existing 2.5% third-party royalty on part of the Azegour property. Additionally, Aya would grant Sama a non-exclusive, perpetual, worldwide, royalty-free, non-assignable license to use geological data outside the Mining Titles, and provide twelve months of transitional legal, financial, management, and geological support.

The Azegour project is a brownfield Cu-W-Mo skarn system located in the Western High Atlas, approximately 80 km south-southwest of Marrakech. Historical records indicate more than 200 tonnes of concentrate grading approximately 85% MoS2 from an early operating period, along with later copper and molybdenum work. No current NI 43-101 mineral resource or reserve has been established for the property. The company’s release notes that historical production figures and 2025 channel-sampling results have not been independently verified, and qualified persons did not review detailed sample preparation, security, laboratory, and analytical procedures for the 2010-2011 and 2025 sampling programs.

Sama proposes to change its name to “AXA Metals Corp.” to reflect a broader West and North Africa exploration strategy. The transaction is not a cash financing, and Sama receives no cash proceeds from the share issuance.

Closing conditions include a definitive agreement, satisfactory due diligence, disinterested director approvals, transfer of titles, tax/corporate/title opinions, an independent NI 43-101 technical report, TSXV conditional approval, and disinterested shareholder approval. A special meeting is expected in December 2026.

Because Mr. Benoit La Salle is Executive Chairman and director of Sama, and President, CEO, and director of Aya, Aya is considered a Non-Arm’s Length Party. Consequently, the transaction is a Reviewable Transaction under TSXV Policy 5.3, and Aya’s and related parties’ votes will be excluded from the disinterested shareholder vote. Aya’s same-day release serves as the counterparty announcement of the same transaction.

Sama Resources Inc. (SME) has announced a strategic acquisition that adds a second jurisdiction and a copper-tungsten-molybdenum asset to its portfolio, complementing its Côte d’Ivoire nickel-copper flagship. The transaction brings Aya in as a roughly 19.11% insider and proposes a new corporate identity for the company. Azegour, the acquired asset, features historical mining infrastructure, a geological database, and known skarn horizons, offering a lower-risk entry point than a pure greenfield target. This move aligns with Sama’s broader growth ambitions, although the expansion into Morocco and tungsten-molybdenum was not previously guided in the company’s July 2026 investor presentation, which focused on nickel-copper growth and Samapleu. The release explicitly states there is no current mineral resource or reserve for Azegour and that historical data are not necessarily indicative of future results.

The deal is structured to conserve cash, a critical factor for the pre-revenue explorer, which reported Q2 2026 cash of C$2.96 million, working capital of C$9.79 million, and no debt. Consideration is payable entirely in shares at a deemed issue price of C$0.15, matching the Nov 4, 2026 close, meaning existing shareholders absorb dilution at the current market price without Aya paying a premium. The C$7.8 million stated consideration represents about 24% of the pre-deal market capitalisation of roughly C$33.0 million. Post-issuance, total shares would be 272,068,440 before options, with Aya holding 52,000,000 shares, or 19.11% on a non-diluted basis. Including the 18,660,000 options disclosed in the investor presentation, Aya’s fully diluted ownership would be roughly 17.9% (52.0M ÷ 290.7M). The stated consideration falls within management’s cited comparable range of C$4.0 million to C$10.0 million for Moroccan properties and US$5.8 million to US$9.75 million for international tungsten transactions, supporting commercial reasonableness, though the comparables are not identical and the asset lacks a current resource.

Azegour is not being acquired with a current resource. Historical production references include more than 200 tonnes of concentrate at about 85% MoS2, presented for context rather than as evidence of present-day economics. A 2.5% third-party royalty on part of the project reduces future upside if the project advances, with no royalty information provided for Samapleu-Grata. An independent NI 43-101 technical report remains a closing condition rather than a completed document. Until its delivery, the market relies on historical data, management’s compilation, and unverified 2025 channel samples. A qualified-person disclaimer notes that historical production and 2025 channel-sample results remain subject to verification, a material disclosure limitation given the transaction’s reliance on historic workings and 2020-2025 data.

Governance concerns center on Mr. La Salle’s dual roles, classifying the transaction as Non-Arm’s Length and requiring disinterested shareholder approval. The term sheet is non-binding and subject to a 60-day exclusivity period, definitive documentation, due diligence, TSXV approval, title transfer, an NI 43-101 report, and a December 2026 shareholder meeting. Completion is not assured. The proposed name change requires 66⅔% shareholder approval and TSXV acceptance, serving as a cosmetic rebranding until the operating strategy is funded and executed. No analyst ratings or target prices are included in the provided materials.

Sama Resources Inc. (TSXV: SME; OTC: SAMMF) is a Canadian-based mineral explorer with no revenue and no history of profitable operations. Its flagship asset is the Samapleu-Grata nickel-copper-polymetallic project in Côte d’Ivoire, a 60/40 joint venture with Ivanhoe Electric owning 60% and Sama owning 40%. Sama serves as the operator, while Ivanhoe Electric also holds 22.7% of Sama’s common shares. The land package covers approximately 879 km² and includes the Samapleu and Grata deposits, the Yepleu prospect, the 2025 Mossikro discovery, the Samapleu SW Extension, and other targets.

A 2024 Preliminary Economic Assessment (PEA) for the project contemplates a 16-year mine life, an initial capital cost of US$38 million, a post-tax net present value (NPV) of US$257 million, and a post-tax internal rate of return (IRR) of 22.3%. The PEA includes inferred mineral resources, though the economic viability of these inferred resources has not been demonstrated.

The company’s 2026 exploration programme plans approximately 4,500 metres of diamond drilling, geophysics, and gravity surveying across more than 20 electromagnetic (EM) targets. At the Q2 2026 Management’s Discussion and Analysis (MD&A) stage, the programme was about 50% complete, with 1,997 metres drilled across five holes at Glanle, Zoupleu, and Yorodougou.

In July 2026, results from Zoupleu confirmed polymetallic mineralization at a new prospect. The intercepts included: * 6.3 metres grading 0.13% Ni, 0.13% Cu, 0.01% Co, and 0.05 g/t Pt within 23.2 metres of mineralized material.

The company noted that the discovery is early-stage and not by itself economically material.

Azegour would add a Moroccan brownfield copper-tungsten-molybdenum (Cu-W-Mo) skarn project to the portfolio. The asset features two exploitation licenses, two research permits, pending applications, and historical underground workings. Azegour carries a 2.5% third-party royalty on part of the project and currently has no NI 43-101 resource or reserve. Regarding other royalties, Aya grants a royalty-free licence to geological data outside the Mining Titles. No royalty information is provided for the Samapleu-Grata project.