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Seahawk Gold Corp. (CSE: SHV) ("Seahawk") announces that it has entered into an arms length agreement, dated April 30th, 2021, with Sama Resources Inc. (TSXV: SME) ("Sama") for the acquisition of Sama's Zwedru South Project, St-John River Gold Project and the Nuon Project, each of which is located in Liberia, Africa (the "Projects").
The acquisition will be effected by the purchase from Sama of its subsidiary Sama Resources Development Corp. (Cayman) ("Sama Cayman"), which holds 100% of the issued and outstanding securities of Sama Resources Liberia Inc. ("Sama Liberia"). Sama Libera holds all rights, title and interest in and to the Projects. 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. This will not effect a change of control, and there are no finders fees payable to this transaction.
Giovanni Gasbarro, CEO of Seahawk, commented that, "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."
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, to be held in certificate form.
The transaction is subject to various closing conditions in favour of Seahawk, 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 Seahawk Gold Corp.
Seahawk Gold Corp. is a publicly traded Canadian resource exploration company trading in Canada (CSE: SHV), the U.S. (OTCQB: SEHKF) and Germany (FSE: 7SR). Seahawk is the 100% owner of four properties along the Urban-Barry Greenstone Belt in the Abitibi sub province of mining friendly Quebec, Canada.
For more information please contact Seahawk Gold Corp. - seahawkgoldcorp.com
Giovanni Gasbarro
CEO and Director
at 1-604-939-1848
Mitchell E. Lavery, P.Geo.
President and Director
at 1-613-298-1596
Neither the Canadian Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/82869
