SAMA Resources Inc. (TSXV: SME; OTC: SAMMF) has executed a term sheet with Aya Gold & Silver Inc. (TSX: AYA) to acquire the Azegour copper-tungsten-molybdenum project in Morocco through an all-share transaction valued at C$7,800,000. The deal would see SAMA issue 52,000,000 common shares to Aya at a deemed price of C$0.15 per share, representing approximately 19.11% of issued and outstanding shares on a post-issuance, non-diluted basis. Alongside the acquisition, the company proposes to rebrand as AXA Metals Corp., signalling an expanded geographic and metals strategy across both West and North Africa.

Key Points

  • SAMA Resources Inc. (TSXV: SME; OTC: SAMMF) has signed a term sheet with Aya Gold & Silver Inc. (TSX: AYA)
  • SAMA proposes to acquire the Azegour brownfield skarn project in Morocco for C$7,800,000, payable entirely in 52,000,000 common shares at C$0.15 each
  • The term sheet includes a 60-day exclusivity period; closing remains subject to due diligence, a definitive agreement, NI 43-101 technical report, disinterested shareholder approval, and TSXV conditional approval
  • Investors will be watching whether required conditions are satisfied and when definitive documentation is completed

Azegour's Brownfield History and Three-Metal Skarn Geology

The Azegour project is a contact-metasomatic skarn system in Morocco hosting copper, tungsten, and molybdenum mineralisation associated with the Azegour granitic intrusion. Historical records referenced in the announcement indicate mining activity dating to the 1920s and production of more than 200 tonnes of concentrate grading approximately 85% MoS₂ during an early operating period, though SAMA cautions these figures are unverified and do not constitute current mineral resources or reserves. Management believes the geological system may extend beyond historically mined zones, with proposed work including three-dimensional modelling, systematic sampling, geophysics, and targeted diamond drilling to investigate continuity and depth extensions.

All-Share Structure Conserves Cash While Bringing Aya Into the Shareholder Base

Under the proposed transaction structure, SAMA would indirectly acquire the Azegour Mining Titles and associated assets through a newly incorporated Canadian subsidiary holding a Moroccan subsidiary, with Aya transferring the relevant permits and data prior to closing. The all-share consideration is intended to preserve SAMA's cash for broader corporate and exploration priorities. Aya would also provide a twelve-month post-closing transitional support arrangement covering legal, financial, management, and geological guidance. The shares issued to Aya will be subject to a statutory hold period of four months and one day from issuance under applicable Canadian securities laws.

Disinterested Shareholder Vote Required Due to Non-Arm's Length Relationship

Because Benoit La Salle serves as Executive Chairman and director of SAMA and as President, Chief Executive Officer, and director of Aya, the transaction is classified as a Reviewable Transaction under TSXV Policy 5.3 and requires approval by a majority of disinterested shareholders. Votes controlled by Mr. La Salle, Aya, and their affiliates will be excluded from that vote. A special shareholder meeting is expected in December 2026, at which shareholders will also vote on the proposed name change to AXA Metals Corp., which itself requires approval by not less than two-thirds of votes cast.

Morocco Entry Complements SAMA's Existing Côte d'Ivoire Nickel-Copper Portfolio

SAMA currently holds a 40% interest in the Samapleu-Grata nickel-copper project in Côte d'Ivoire, located approximately 600 kilometres northwest of Abidjan adjacent to world-class nickel-cobalt laterite deposits. The Azegour acquisition, if completed, would add a Moroccan exploration platform to that West African base, broadening both geographic reach and the company's metals exposure. No current mineral resource estimate has been prepared for the Azegour project under NI 43-101, and the company has indicated that establishing one would depend on successful verification of historical data and results of future systematic exploration work.